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2024-10-03 Regular MeetingKodiak Island Borough Assembly Regular Meeting Agenda Assembly Chambers Thursday, October 3, 2024, 6:30 p.m. This meeting is open to the public and will be broadcast on KMXT 100.1 FM and on the Borough's YouTube Channel. Meeting packets are available online. Please subscribe to get meeting notifications when meeting packets are published. Please call (907) 486-3231 or (855) 492-9202 for citizens comments and public hearing. 1. INVOCATION 2. PLEDGE OF ALLEGIANCE 3. STATEMENT OF LAND ACKNOWLEDGEMENT We are gathered on the traditional homeland of the Sugpiaq/Alutiiq people, and we acknowledge the 10 tribes of the Kodiak Alutiiq Region. We recognize the Alutiiq culture that enriches our community to this day. 4. ROLL CALL 5. APPROVAL OF AGENDA AND CONSENT AGENDA All items listed marked with an asterisk (*) are considered to be routine and non -controversial items by the Assembly and will be approved by one motion. 6. *APPROVAL OF MINUTES A. Regular Meeting Of September 19, 2024 20240919 RM Minutes 7. CITIZENS' COMMENTS 8. AWARDS AND PRESENTATIONS Page 4-7 A. Proclamation Declaring Filipino American National History Month 8 - 9 Agenda Item Report - Pdf B. Proclamation Declaring The Month Of October National 10 - 11 Community Planning Month Agenda Item Report - Pdf 9. COMMITTEE REPORTS Page 0 of 319 10 11 12 13 14 PUBLIC HEARING A. Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska, Inc. DBA Alaska Waste For Residential And Commercial Solid Waste Collection And Recycling Services Agenda Item Report - Pdf BOROUGH MANAGER'S REPORT A 2024-10-03 Borough Manager's Report MESSAGES FROM THE BOROUGH MAYOR CONSIDERATION OF CALENDAR - UNFINISHED BUSINESS A. Reconsideration Of Ordinance No. FY2025-05, An Ordinance Of The Assembly Of The Kodiak Island Borough Rezoning Kodiak Townsite Block 8 Lot 3, Kodiak Townsite Block 8 Lot 4, And Kodiak Townsite Block 8 Lot 3a (Common Addresses 211 Mill Bay Road, 215 Mill Bay Road, And 206 Kashevaroff Avenue) From R3—Multifamily Residential District To B—Business District Agenda Item Report - Pdf CONSIDERATION OF CALENDAR - NEW BUSINESS 14.A. CONTRACTS 12-213 214-232 233-237 1. Contract No. FY2025-25, Approval Of The Kodiak Island 238-268 Borough Advanced Assistance Hydrology And Hydraulics Study With River Focus, Inc. Agenda Item Report - Pdf 14.13. RESOLUTIONS 1. Resolution No. FY2025-06, Approval Of The Assembly 269-274 Meeting Calendar For The Year 2025 Agenda Item Report - Pdf 2. Resolution No. FY2025-07, Designating The Individual 275-277 Who Will Serve As The Designated Administrative Official During The Absence Or Disability Of The Kodiak Island Borough Manager Agenda Item Report - Pdf 3. Resolution No. FY2025-08, Designating The Individual 278-280 Who Will Serve As The Temporary Administrative Official During The Absence Or Disability Of The Borough Manager And Designated Administrative Official Page 1 of 319 Agenda Item Report - Pdf 14.C. ORDINANCES FOR INTRODUCTION 1. Ordinance No. FY2025-03, An Ordinance Of The 281 -301 Assembly Of The Kodiak Island Borough Amending Title 8 Health And Safety Chapter 8.25 Solid Waste Collection And Disposal To Clarify Language And Requirements For Solid Waste Services Agenda Item Report - Pdf 15. CITIZENS' COMMENTS 16. ASSEMBLY MEMBERS' COMMENTS 17. ADJOURNMENT 18. INFORMATIONAL MATERIALS A. Cook Inlet Regional Citizens Advisory Council Director's Report 302 of Mayor Scott Arndt CIRCAC Director Resort - Arndt B. Planning and Zoning Commission Regular Meeting Minutes of 303-305 July 17, 2024 20240717 P&Z Minutes C Meeting Materials 306-319 This meeting is open to the public and will be broadcast on KMXT 100.1 FM and on the Borough's YouTube Channel. Meeting packets are available online. Please subscribe to get meeting notifications when meeting packets are published. For public comments, please call (907) 486-3231 or (855) 492-9202. Page 2 of 319 AGENDA ITEM #6.A. KODIAK ISLAND BOROUGH Assembly Regular Meeting September 19, 2024 A regular meeting of the Kodiak Island Borough Assembly was held on September 19, 2024, in the Assembly Chambers. The meeting was called to order at 6:30 p.m. Staff present were Borough Manager Aimee Williams, Community Development Director Christopher French, Engineering and Facilities Director David Conrad, Borough Clerk Nova M. Javier, and Assistant Clerk Irene Arellano INVOCATION Cadet Joe Duran of the Salvation Army gave the invocation. 2. PLEDGE OF ALLEGIANCE Deputy Presiding Officer Smiley led the pledge of allegiance. 3. STATEMENT OF LAND ACKNOWLEDGEMENT We are gathered on the traditional homeland of the Sugpiaq/Alutiiq people, and we acknowledge the ten tribes of the Kodiak Alutiiq Region. We recognize the Alutiiq culture that enriches our community to this day. 4. ROLL CALL Present were Assembly Members Steven Ames, Jared Griffin, Larry LeDoux, Ryan Sharratt, Scott Smiley, James Turner, and Bo Whiteside. 5. APPROVAL OF AGENDA AND CONSENT AGENDA SMILEY moved to approve the agenda and consent agenda. VOICE VOTE ON THE MOTION CARRIED UNANIMOUSLY. 6. *APPROVAL OF MINUTES (approved under consent agenda) A. Regular Meeting Minutes Of September 5, 2024 7. CITIZENS' COMMENTS The following spoke under citizen's comments: • Bill Oliver • David Conrad • KC Dochtermann • Shawn Dochtermann • Heather Pierce 8. AWARDS AND PRESENTATIONS — None. 9. COMMITTEE REPORTS — None. Kodiak Island Borough September 19, 2024 Assembly Regular Meeting Minutes Page 1 of 4 Regular Meeting Of September 19, 2024 Page 4 of 318 AGENDA ITEM #6.A. 10. PUBLIC HEARING Ordinance No. FY2025-05, An Ordinance Of The Assembly Of The Kodiak Island Borough Rezoning Kodiak Townsite Block 8 Lot 3, Kodiak Townsite Block 8 Lot 4, And Kodiak Townsite Block 8 Lot 3a (Common Addresses 211 Mill Bay Road, 215 Mill Bay Road, And 206 Kashevaroff Avenue) From R3—Multifamily Residential District To B—Business District Assembly Member Turner announced that he has been ruled from the previous meeting that he has a conflict of interest and has excused himself from participating in discussions regarding the proposed rezone. SMILEY moved to adopt Ordinance No. FY2025-05. Deputy Presiding Officer Smiley opened the public hearing. The following spoke under public hearing: • Darius Kasprezak • Mary Jane Longrich • Coral Chernoff • Toby Sullivan • Lacey Berns • Gerald Markham • Shawn Dochtermann • Sue Jeffrey • Jessica Edelson Hearing and seeing no other comments, Deputy Presiding Officer Smiley closed the public hearing. SHARRATT moved to amend Ordinance No. FY2025-05 line 63 to state "the effective date of the rezone approval to be after conveyance from Mr. Markham into the Kodiak Maritime Museum." ROLL CALL VOTE ON THE AMENDMENT CARRIED FOUR TO TWO: Ames, Griffin, Sharratt, and Whiteside (Ayes); LeDoux and Smiley (Noes) ROLL CALL VOTE ON THE MAIN MOTION AS AMENDED CARRIED FIVE TO ONE: Griffin, LeDoux, Smiley, Sharratt, and Whiteside (Ayes); Whiteside (No) 2. Ordinance No. FY2025-07, Amending Kodiak Island Borough Code Section 1.10.030 Definitions And Section 2.20.080 Executive Absence To Clarify The Role, Responsibilities, And Pay Incentives Of The Administrative Official SMILEY moved to adopt Ordinance No. FY2025-07. Deputy Presiding Officer Smiley opened the public hearing. Hearing and seeing no comments, he closed the public hearing. Kodiak Island Borough September 19, 2024 Assembly Regular Meeting Minutes Page 2 of 4 Regular Meeting Of September 19, 2024 Page 5 of 318 AGENDA ITEM #6.A. ROLL CALL VOTE ON THE MOTION CARRIED UNANIMOUSLY: LeDoux, Sharratt, Smiley, Turner, Whiteside, Ames, and Griffin 11. BOROUGH MANAGER'S REPORT Borough Manager Williams provided a manager's report, and it was included in the meeting packet. 12. MESSAGES FROM THE BOROUGH MAYOR — None. 13. CONSIDERATION OF CALENDAR - UNFINISHED BUSINESS — None. 14. CONSIDERATION OF CALENDAR - NEW BUSINESS 14.A. CONTRACTS 1. Contract No. FY2025-20, One Year Contract With Matson Navigation Company Of Alaska, Inc. For Metals Processing And Handling SMILEY moved to authorize the Borough Manager to approve Contract No. FY2025-20, a one-year contract with Matson Navigation Company of Alaska, Inc. for metals processing and handling. ROLL CALL VOTE ON THE MOTION CARRIED UNANIMOUSLY: Sharratt, Smiley, Turner, Whiteside, Ames, Griffin, and LeDoux. 14.B. RESOLUTIONS — None. 14.C. ORDINANCES FOR INTRODUCTION — None. 14.D. OTHER ITEMS 1. Appointment Of The October 1, 2024, Regular Municipal Election Officials SMILEY moved to appoint the election officials for the upcoming municipal election as listed on the memo submitted by the Borough Clerk. ROLL CALL VOTE ON THE MOTION CARRIED UNANIMOUSLY: Smiley, Turner, Whiteside, Ames, Griffin, LeDoux, and Sharratt. 15. CITIZENS' COMMENTS The following spoke under citizen's comments: • Coral Chernoff • Sue Jeffrey • Shawn Dochtermann • Darius Kasprezak Kodiak Island Borough September 19, 2024 Assembly Regular Meeting Minutes Page 3 of 4 Regular Meeting Of September 19, 2024 Page 6 of 318 AGENDA ITEM #6.A. 16. ASSEMBLY MEMBERS' COMMENTS • Assembly Member Turner reminded the community to go out and vote. He informed the public that the early voting is happening, and he also thanked everyone who came out and spoke during the meeting. • Assembly Member Ames thanked everyone who spoke and expressed his gratitude to Mr. Gerald Markham for his generous donation to the Kodiak Maritime Museum and the Kodiak Island Borough. • Assembly Member Griffin congratulated the Special Olympics Bachi and golf team. He urged drivers to be patient with the ongoing construction on Mill Bay Road and Rezanof Drive. He announced the upcoming work session discussion on PKIMC Space Analysis emphasizing its significance and encouraged everyone to attend the meeting. He also thanked the election workers and the Clerk's staff for the fantastic job of running the local elections. • Assembly Member Whiteside echoed Assembly Member Griffin's comments regarding the need for caution during road construction on Mill Bay. He encouraged the community members to vote, and he also expressed his gratitude to the staff and election workers. • Assembly Member LeDoux congratulated Sandy Daws on her retirement. He complimented the Borough staff for receiving an outstanding rating from the Department of Environmental Conservation. He expressed gratitude to Mr. Gerald Markham for his generous donation. He commended Borough Clerk Nova Javier and Community Development Director Christopher French for their excellent job. • Assembly Member Sharratt encouraged public testimony and expressed his appreciation to all the election workers who volunteered for the upcoming election. • Assembly Member Smiley expressed his concerns regarding housing issues, emphasizing the need for real solution with the help from the Federal Government to address challenges. He thanked everyone that showed up for the rezone public hearing. 17. ADJOURNMENT SMILEY moved to adjourn the meeting at 8:38 p.m. VOICE VOTE ON THE MOTION CARRIED UNANIMOUSLY. KODIAK ISLAND BOROUGH Scott Arndt, Borough Mayor Kodiak Island Borough September 19, 2024 ATTEST: Nova M. Javier, Borough Clerk Assembly Regular Meeting Minutes Page 4 of 4 Regular Meeting Of September 19, 2024 Page 7 of 318 AGENDA ITEM #8.A. KODIAK ISLAND BOROUGH STAFF REPORT OCTOBER 3, 2024 ASSEMBLY REGULAR MEETING SUBJECT: Proclamation Declaring Filipino American National History Month ORIGINATOR: Irene Arellano, Assistant Clerk RECOMMENDATION: The Mayor will proclaim the month of October as Filipino American National History Month. DISCUSSION: This proclamation declares the month of October Filipino American National History Month and urging all citizens to participate in the festivities celebrating the rich heritage and traditions of the Philippine Islands. Kodiak Fil-Am President Mark Vizcocho will be receiving the proclamation. ALTERNATIVES: FISCAL IMPACT: OTHER INFORMATION: Kodiak Island Borough Proclamation Declaring Filipino American National History Month Page 8 of 318 AGENDA ITEM #8.A. r riY/I" t! /I / ��r ✓ / i /t "/ 19rvcCamativrr DECLARING OCTOBER 2024 AS, FILIPINO AMERICAN NATIONAL HISTORY MONTH WHEREAS, Filipino American history and culture must be promoted because of the role of Filipino American in the history of Kodiak and Alaska; and WHEREAS, positive role models will be able to instill and teach the Filipino American youth the importance of education, ethnicity, and values of their legacy; and WHEREAS, Kodiak is fortunate to count among its population a large concentration of citizens of Filipino descent, including those who have lived in Kodiak for generations and those who are new to the Kodiak Area, who contribute to Kodiak's economy and society through their commitment to professions, commerce, family, and the arts; NOW, THEREFORE, I, Scott Arndt, Mayor of the Kodiak Island Borough do hereby proclaim the month of October 2024 as: Filipino American National History Month as established by the trusteed of the Filipino American National Historical Society. On wItnesf whermf, 0have hereunto set mp oFANd and enure thzfseal io he,0Zwd. 0wzr,Amdt, CClapor G�ttest r�—---------- eiCova G4T Cuvier Cii' 6, 6lerk - m, Proclamation Declaring Filipino American National History Month Page 9 of 318 AGENDA ITEM #8.B. KODIAK ISLAND BOROUGH STAFF REPORT OCTOBER 3, 2024 4 ' �s ASSEMBLY REGULAR MEETING SUBJECT: Proclamation Declaring The Month Of October National Community Planning Month ORIGINATOR: Lina Cruz, Deputy Clerk RECOMMENDATION: The Mayor will proclaim the month of October as Community Planning Month. DISCUSSION: This proclamation declares the month of October National Community Planning Month which allows a public recognition of the participation and dedication of the members of Planning and Zoning Commission, professional planners, and other citizen planners who have contributed their time and expertise to the improvement of the Kodiak Island Borough. Community Development Director, Chris French will be receiving the proclamation. ALTERNATIVES: FISCAL IMPACT: OTHER INFORMATION: Kodiak Island Borough Proclamation Declaring The Month Of October National Community Planning ... Page 10 of 318 AGENDA ITEM #8.B. Office of the Mayor Kodiak Island Borough, Alaska prodamation DECLARING THE MONTH OF OCTOBER COMMUNITY PLANNING MONTH WHEREAS, change within a community is constant and community planning and plans can help manage this change in a way that provides better choices for how people work and live; and WHEREAS, community planning provides an opportunity for all residents to be meaningfully involved in making choices that determine the future of their community; and WHEREAS, the month of October is designated as National Community Planning Month throughout the United States of America and its territories, and WHEREAS, the celebration of National Community Planning Month allows us to publicly recognize the participation and dedication of the members of planning commissions, professional planners, and other citizen planners who have contributed their time and expertise to the improvement of the Kodiak Island Borough; NOW, THEREFORE, I Scott Arndt, Mayor of the Kodiak Island Borough, Declare the month of October 2024 as Community Planning Month in the Kodiak Island Borough in conjunction with the celebration of National Community Planning Month. In witness whereof, I have here unto set my hand and cause this seal to be affixed. CO /f�7 Scott Arndt, Borough Mayor ATT T: Nova M. Javier, MMC, Boro gh Clerk ti&J Proclamation Declaring The Month Of October National Community Planning ... Page 11 of 318 AGENDA ITEM #1O.A. KODIAK ISLAND BOROUGH STAFF REPORT OCTOBER 3, 2024 4 ' �s ASSEMBLY REGULAR MEETING SUBJECT: Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska, Inc. DBA Alaska Waste For Residential And Commercial Solid Waste Collection And Recycling Services ORIGINATOR: Aimee Williams, Borough Manager RECOMMENDATION: Move to authorize the Borough Manager to execute Contract No. FY2019-25B, Amendment #2, with Waste Connections of Alaska, Inc. DBA Alaska Waste for Residential and Commercial Solid Waste Collection and Recycling Services. DISCUSSION: The Kodiak Island Borough Assembly established the Solid Waste Contract Committee (SWCC) with Resolution No. FY2024-12 to evaluate, develop, and clarify inconsistencies and ambiguities present in the current solid waste contract. SWCC began meeting January 2024 and held eight meetings to discuss clarifications and updates needed to rectify the inconsistencies and ambiguities in the contract. At their most recent meeting on August 28, 2024, the Committee reviewed the edits provided by the Borough Attorney. Attached please find said draft which includes five sections: General Formatting Changes, Definition Modifications, Establishment of New Fees, Reporting Period, and Billing Units & Services Required Table and Flow Chart. Staff believes that the changes made will produce a better aligned contract with the Borough code and provide clearer language for all parties. ALTERNATIVES: FISCAL IMPACT: OTHER INFORMATION: Kodiak Island Borough Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 12 of 318 AGENDA ITEM #10.A. 8/30/2024 Version DRAFT SECOND AMENDMENT FOR CONTRACT NO. FY2019-25 RESIDENTIAL AND COMMERCIAL SOLID WASTE COLLECTION AND RECYCLING SERVICES BETWEEN KODIAK ISLAND BOROUGH AND WASTE CONNECTIONS OF ALASKA, INC. dba ALASKA WASTE MAY 2019 [NIIG IT R] Amended March 2021 Second Amendment August 2024 Residential and Commercial Solid Waste Collection Contract FY2019-25 Page 1 of 99 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 13 of 318 AGENDA ITEM #10.A. 8/30/2024 Version DRAFT This Second Amendment to Contract No. FY2019-25 ("Amendment') is made and entered into effective as of the day of , 2024 ("Amendment Effective Date"), by and between WASTE CONNECTIONS OF ALASKA, INC. ("Contractor"), and KODIAK ISLAND BOROUGH (the `Borough"). Contractor and the Borough are each individually referred to herein as a "Party" and collectively as the "Parties". Capitalized terms not otherwise defined herein shall have the respective meanings ascribed to them in the Agreement (as defined below). BACKGROUND A. WHEREAS, Contractor and the Borough entered into Contract No. FY2019- 25 (the "Agreement') dated July 19, 2019; and B. WHEREAS, the Parties previously agreed to certain amendments by an Amendment effective March 18, 2021; and C. WHEREAS, the Parties desire to further amend the contract to clarify definitions of terms and the responsibilities of the owner or account holder of each unit on a premises served, both for ease of understanding and consistency with changes to the Kodiak Island Borough Code; and D. WHEREAS, for ease of integration of the amendment the Parties agree to reflect the changes made by Amendment Number Two by reproducing the text of the Agreement as amended, incorporating changes adopted by Amendment Number One and those approved in this Amendment Number Two. AGREEMENT NOW, THEREFORE, in consideration of the premises and obligations as set forth in this Amendment, the receipt and adequacy of which is hereby agreed to and acknowledged, the Parties agree as follows: 1. Amendment. Contract No. FY2019-25 by and between WASTE CONNECTIONS OF ALASKA, INC. ("Contractor"), and KODIAK ISLAND BOROUGH (the "Borough") is hereby amended by substitution with the Second Amended Contract as set forth on Appendix 1 to this agreement replacing the May 2019 Contract as Amended by Amendment number one on March 18, 2021, with the terms set forth in Appendix 1. 2. Counterparts. This Amendment may be executed in one or more facsimile or original counterparts, each of which shall be deemed an original and both of which together shall constitute one and the same instrument. 3. Ratification. All terms and provisions of the Agreement not amended hereby, either expressly or by necessary implication, shall remain in full force and effect. 4. Conflicting Provisions. In the event of any conflict between the terms of the Agreement and this Amendment, the terms of this Amendment shall prevail. 5. Authorization. Each Party executing this Amendment represents and warrants that it is duly authorized to cause this Amendment to be executed and delivered. [Signature Page Followsl Residential and Commercial Solid Waste Collection Contract FY2019-25 Page 2 of 99 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 14 of 318 AGENDA ITEM #10.A. 8/30/2024 Version DRAFT IN WITNESS WHEREOF, the Parties execute this Amendment as of the date first written above. Contractor: WASTE CONNECTIONS OF ALASKA, INC. By: Name: Title: Date: ATTEST: By: Name: Title: The Borough: KODIAK ISLAND BOROUGH By: Name: Title: Date: ATTEST By: Name: Title: Date: APPROVED AS TO FORM: By: Title: Residential and Commercial Solid Waste Collection Contract FY2019-25 Pane 3 of 99 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 15 of 318 AGENDA ITEM #10.A. 8/30/2024 Version DRAFT APPENDIX 1 TABLE OF CONTENTS RECITALS........................................................................................................................... 7 SECTION 1: EXCLUSIVE CONTRACT...............................................................................7 SECTION 2: REPRESENTATIONS AND WARRANTIES....................................................7 2.01 Gmntrgntm, -;epFese...� .S2f -Warranties f3 SECTION 3: TERM OF CONTRACT...................................................................................9 3.01 Initial Tern 7 3.02 Speel'o o"^ovS'Ang tG SUP-90VATerm li '] rontrnntorsQt.�tiGRG Up9R Evniratien or Terminetinn 9 SECTION 4: TRANSITION PLANNING.............................................................................11 SECTION 5: GENERAL SCOPE OF CONTRACTOR DUTIES ......................................... 5.01 ronnntion n.d Trnn.,;fpr of Refuse 12 1-0 5.02Qa-;tmrnar cervine 19 5.03 Cee Qellentinn and Cinannial o Rg r`olleotio n.d Tr..nSf8r of Reo..nl..LJe r..r.dho..r.d M.+ierial SECTION 6: SPECIFIC COLLECTION DUTIES............................................................... 6.01 "", Servise 6 02 SeAeetiea�frem Refdse Earls 1-A 40 13 'I1 41 z CmIk-n jnn from Du mpsterTRell na rentainws, eF GerApaeteFs 6.04 Bulky items 6.05 €reeFgeRGY SPP:;seS 12 14 14 6.06 OR Call Tem n, D mpster and Roll Off rounntion Spp.dnp SECTION 7: DISPOSAL OF COLLECTED REFUSE........................................................ 7.01 TFaRspertatie of Gelleoted Refused to KIR 1-ardfll 15 22 1-6 SECTION 8: FUTURE RECYCLING SERVICES PROGRAM...........................................23 8.01 GeReFal 16 8o:9n2 P��r�e�s�p�edG�:e�� 16 :sec 8.04 EquippAeRt and Pwsnnnol 8.05. Final rli�.l Dicno?itiGR of o�r.l�.h�� le Materiahs; 9.06 Da ...e"nYtafiG 17 17 17 8.07 Records Reperling FA O and 9.09 DeGyo SPr�oeo rl MaFkot'n SECTION 9: GENERAL OBLIGATIONS AND PERFORMANCE STANDARDS................24 1-� Residential and Commercial Solid Waste Collection Contract FY2019-25 Page 4 of 99 Contract No. FY2019-2513, Amendment #2, With Waste Connections of Alaska,... Page 16 of 318 AGENDA ITEM #10.A. 8/30/2024 Version DRAFT C tither Ceevi.;l Q 1';tAFnP. CPn.iGes 21 rer,�re..� cer.,i2.e Assets 24 g_gg c i s n� �e� t+1 g PFaGti .es Zan SECTION 10: RECORDKEEPING AND REPORTING......................................................34 10.01 A I(Ro..,ledgement 26 10.04 Cir..;nnF;;l Re, Grdsand Repeats SECTION 11: CONTRACTOR SERVICE FEE AND SPECIAL SURCHARGES................36 11.01 r`en4ree4er Cer.; ve Cee Cehed le 27 228 erect h., Cer.; ve Cee Ian-Gentranter'sGostS 1 Ge. 11.03 Equstrnent Of CE)Rtrevier Cer„ive Cee SECTION 12: MISCELLANEOUS PERFORMANCE OBLIGATIONS................................46 12.0' GempliaRGer. With Applinhle Laws 12.02 Cnntr�rterers 3i 39 65 Pprrovnrnpl 42202 r`err.m��vivelive \A.4th KIR 67 7 SECTION 13: INDEMNIFICATION, INSURANCE, LETTER OF CREDIT ..........................48 133.02 Required IRS r e 68- 13.03 813.03 Payment Sesurity 5- 133.04 Guara^ty-Agreement 443- 13.06 4313.06 Assurance of Perfermanee 45 SECTION 14: CHANGES IN SCOPE OF CONTRACT OBLIGATIONS .............................54 14.01 Gh ..gestg oerr2.r,,,aRGe Obligations 464 14.02 P epesal RequireMeRts 46 SECTION 15: BREACH OF AGREEMENT, DAMAGES, AND DEFAULT .........................56 15.01 Liquidated Damages 47- 16.02 GommepeeRsat ry Damages 48 15.09 KI6 Right to Perform 54 SECTION 16: SUSPENSION OR TERMINATION OF CONTRACT..................................65 16.01lQ'S Right W SUSpeRd OF TWFRiRate 57 SECTION 17: TRANSFER OF CONTRACT......................................................................67 17.01 Tm ,fir by GeRtrwter 59 Residential and Commercial Solid Waste Collection Contract FY2019-25 Page 5 of 99 Contract No. FY2019-2513, Amendment #2, With Waste Connections of Alaska,... Page 17 of 318 AGENDA ITEM #10.A. 8/30/2024 Version DRAFT SECTION 18: THE PARTIES............................................................................................68 18.01 Independent Contractor 64 IR.W Parties in interest All 18.03 Biding on Successors 18.04 Further Assurances c64 188.06 r^etiens of Illi: its GevemmeRtal Capaoity tl1 48 07 Raab s' Rep -went Lives 64 I Rx^9 No'seof Ine nl.,me 90 SECTION 19: AMENDMENTS..........................................................................................70 SECTION 20: NOTICES, CONSENTS, AND APPROVALS..............................................71 20 01 Nott .^S 64 20-.-- ;n;^9 pe ns 64 20.03 €moose^P�aRs 64 SECTION 21: INTEGRATIONS. GOVERNING LAW, AND VENUE..................................72 211 06 Casts SECTION 22: ADDITIONAL TERMS AND CONDITIONS.................................................74 67 SECTJON 23: DEFINITIONS............................................................................................75 SECTION 24: EXECUTION...............................................................................................96 EXHIBIT A: Request for Proposal......................................................................................97 EXHIBIT B: Liquidated Damages......................................................................................98 EXHIBIT C: Contractors Proposal Documents..................................................................99 ONTO AGTOR'S PROPOSAL DOG�IMEENTC Residential and Commercial Solid Waste Collection Contract FY2019-25 Page 6 of 99 Contract No. FY2019-2513, Amendment #2, With Waste Connections of Alaska,... Page 18 of 318 AGENDA ITEM #10.A. 8/30/2024 Version DRAFT CONTRACT FOR RESIDENTIAL AND COMMERCIAL SOLID WASTE COLLECTION AND RECYCLING SERVICES This Contract for Solid Waste Collection and Recycling Services ("Agreement") is made and entered into this Nineteenth (19°i) day of July, 2019 ("Effective Date") by and between the Kodiak Island Borough ("Borough" or "KIB"), a second class borough organized under and laws of the State of Alaska, and Waste Connections of Alaska, Inc. dba Alaska Waste ("Contractor"), an Alaska corporation authorized to do business in the State of Alaska, collectively referred to as the Parties. RECITALS WHEREAS, the Borough, pursuant to AS. 29.35.210(a)(4), is authorized to provide for garbage, solid waste, and septic collection and disposal on a non-areawide basis; and, WHEREAS, the Borough, pursuant to Chapter 8.25 of the Kodiak Island Borough Code, regulates the management of municipal solid waste, including its storage, collection, processing, recovery, and disposal; and, WHEREAS, the Borough does so to protect the public safety, health, and welfare of the people of the Borough, to protect, preserve, and enhance the environment within the Borough, and to provide for fiscally responsible solid waste management; and, WHEREAS, the Contractor submitted a proposal to the Borough in response to an RFP that was issued to identify parties qualified to administer the solid waste services and recycling program; and, WHEREAS, based upon the information and representations set forth in the Contractor's proposal, the Borough has determined that the Contractor is the lowest responsible bidder; and, WHEREAS, the Parties wish for Contractor to administer the Borough's solid waste and recycling program, subject to the terms and conditions set forth in this Agreement; and, NOW, THEREFORE, in consideration of the mutual promises, covenants, and agreements contained herein, and the mutual benefits conferred hereunder, the receipt and sufficiency of which are hereby acknowledged, the Borough and the Contractor agree as follows: SECTION 1: EXCLUSIVE CONTRACT 1.01 Exclusive Right and Privilege to Provide Contract Services. The KIB grants Contractor the exclusive right and privilege, together with the obligation to provide, Contract Service in the Contract Service Area conditioned on Contractor, being at all times, ready, willing, and able to meet each and every Performance Obligation. SECTION 2: REPRESENTATIONS AND WARRANTIES 2.01 Contractor's Representations and Warranties. a. Status. Contractor is a corporation duly organized, validly existing and in Residential and Commercial Solid Waste Collection Contract FY2019-25 Page 7 of 99 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 19 of 318 AGENDA ITEM #10.A. 8/30/2024 Version DRAFT good standing under the laws of the State of Alaska and is in all respects qualified to do business and perform the Contract Services within the State. b. Authority and Authorization. Contractor has full legal right, power, and authority to execute and deliver this Contract and satisfy its Performance Obligations. This Contract has been duly signed and delivered by Contractor and constitutes a legal, valid, and binding obligation of Contractor enforceable against Contractor in accordance with its terms. c. No Conflicts. Neither the execution nor delivery by Contractor of this Contract, the performance by Contractor of its Performance Obligations, nor the fulfillment by Contractor ofthe terms and conditions ofthis Contract: (1) Conflicts with, violates or results in breach ofany Applicable Law; (2) Conflicts with, violates or results in a breach of any term or conditions of any judgment, order or decree of any Regulatory Authority or any agreement or instrument to which Contractor or any of its Affiliates is a party or by which Contractor or any of its Affiliates' properties or assets are bound, or constitutes a default thereunder; or (3) Will result in the creation or imposition of any lien, charge, or encumbrance of any nature whatsoever upon any of the properties or assets of Contractor. d. No Approvals Required. No approval, authorization, license, permit, order, consent, declaration, registration or filing with any governmental or administrative authority, commission, Governing Body, agency, or instrumentality is required for the valid execution and delivery of this Contract by Contractor, except those that have been duly obtained from its Board of Directors or other governing body. e. No Litigation. Contractor warrants that there is no current, pending, or, to the best of Contractor's knowledge, threatened action, suit, proceeding or investigation, either at law or in equity, before or by any court, governmental authority, commission, governing body, agency or instrumentality, by or against Contractor wherein an unfavorable decision, ruling or finding, in any single case or in the aggregate, would adversely affect the performance by Contractor of its obligations under this Contract or in connection with the transactions contemplated by this Contract, or which in any way would adversely affect the validity or enforceability of this Contract or any other agreement or instrument entered into by Contractor in connection with the transactions contemplated by this Contract. Contractor further warrants that there is no action, suit, proceeding or investigation, either at law or in equity, before or by any court, governmental authority, commission, board, agency or 'instrumentality pending or threatened, by or against KIB by Contractor. f. Due Diligence. Contractor warrants that it has conducted such independent investigation, examination and research of the conditions and circumstances surrounding this Contract, including the best and proper methods of providing Residential and Commercial Solid Waste Collection Contract FY2019-25 Page 8 of 99 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 20 of 318 AGENDA ITEM #10.A. 8/30/2024 Version DRAFT the Contract Services (including the types of Contract Services), labor, equipment, and materials to ensure its ability to provide the Contract Services according to the terms and conditions set forth herein. Contractor agrees that it will make no claim against KIB based on any good faith estimates, statements or interpretations made by any officer, employee, or agent of KIB that proves to be in any respect erroneous. g. Compliance with Applicable Laws. Contractor further represents and warrants that it has fully complied with all Applicable Laws, including without limitation any and all laws relating to conflicts of interest, in the course of procuring this Contract. h. Truth and Accuracy of Application. Contractor warrants that the information provided in the proposal it submitted in response to KIB' s Request for Proposals for this Contract, together with any addenda thereto, including all amendments, clarifications, and other communications furnished to KIB as part of that proposal, is true, accurate and complete. L Updates to Contractor Documentation. Contractor agrees to promptly notify KIB of any change in circumstance that renders untrue any information represented to KIB as part of the competitive procurement process giving rise to the award of this Contract and shall also do so in the event that it discovers that any representation to KIB was otherwise erroneous. 2.02 Integration. This instrument, as well as all appendices and amendments, set forth the entire agreement of the parties. There exist no other promises, terms, conditions, or obligations other than those contained herein, and this Contract shall supersede all previous communications, representations, or agreements, either oral or written, between the parties hereto. SECTION 3: TERM OF CONTRACT 3.01 Initial Term. a. Contract Commencement Date and expiration of Term. The Contract Term shall commence on July 1, 2020 ("Commencement Date") and, unless extended, shall expire in seven 71 years on June 30, 2027 ("Termination Date"). b. Collection Commencement Date. The Collection Commencement Date is July 1, 2020. c. Short-term extension. On or before thirty 301 days prior to the expiration of the Term whether original under subsection (a) or extended under subsection (d), KIB, in its sole discretion, may extend the Term for up to six (6) months. d. Mutual Option to Extend Term. On or before sixty 601 days prior to the following dates: Residential and Commercial Solid Waste Collection Contract FY2019-25 Page 9 of 99 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 21 of 318 AGENDA ITEM #10.A. 8/30/2024 Version DRAFT (1) expiration of the Initial Term under subsection (a), (2) the extended Term under subsection (b), or (3) a portion of the maximum allowable extended Term under this subsection, with KIB and Contractor's mutual agreement, may incrementally extend the Term for up to three (3) years in any combination of the following number of years (such as 1 +2, 1+1+1; 2+1). 3.02 Specific Provisions to Survive Term - The following provisions of this Contract will survive the Term: a. All acknowledgements, representations and warranties of the Parties in this Contract; b. All indemnities; c. Contractor Payment Obligations or claims therefore; d. All Contractor's Performance Obligations and KIB's rights with respect to Records, including giving KIB a copy of Records, or allowing KIB to copy, inspect and audit Records, including: Certificates of Insurance or other evidence of Insurance coverage (such as endorsements extending coverage of claims made insurance policies), and Contract Service Asset Inventory and Contract Service Asset Documentation (for example, with respect to Refuse Carts that KIB has the right to acquire). e. All Contractor's Performance Obligations and KIB's rights with respect to Reports; including submitting final Reports; f. Providing endorsements extending coverage of claims made insurance policies, if KIB waives the claims made requirement and allows claims made insurance policies; g. Any other provision that expressly states that it survives the Termination Date (such transfer of Cart ownership to KIB); and h. Any right of either Party vested, and any obligation of either Parties accrued before the Termination Date. 3.03 Obligations Upon Termination or Expiration. a. Sale or Lease of Contract Service Assets. Upon termination or expiration of this Agreement, Contractor may within ten 10Zdays enter into good faith negotiations to permit KIB or its newly selected contract hauler to purchase or lease those Contract Service Assets, including Refuse Containers, used and owned by Contractor within the Service Area. As part of any such Residential and Commercial Solid Waste Collection Contract FY2019-25 Pane 10 of 99 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 22 of 318 AGENDA ITEM #10.A. 8/30/2024 Version DRAFT purchase or lease agreement, Contractor shall deliver any and all Contract Service Asset Documents, including, but not limited to manufacturers warranties, maintenance agreements, financing documents, and recorded financing statements, ifany. b. Contractor Removal of Refuse Containers. If the Contract Service Assets are not sold or leased to KIB upon termination of this Agreement, Contractor shall remove all its Refuse Containers from the Service Area within ninety (90) days. c. Survival of Obligations. Contractor's obligations under this Section shall survive the termination or expiration ofthis Agreement, or any extension thereto. SECTION 4: TRANSITION PLANNING No longer applicable. G. f`empl:aRGe with Tra Rsifir... ol..r. GentFantoF ill fully nlnmnnt its nleyees te . Ark a nrtimn and.lor add eXtra shifts. .without aRY o tr. it; G-OntvantOF R1-R.dno Coo to o nlianno ..with the Plan. Contractor agrees that it will, on a weekly basis. submit to KIB written KIR ..hmnh shall n o Iatn. than the FFiday of thr.. nL folln%ying the Residential and Commercial Solid Waste Collection Contract FY2019-25 Page 11 of 99 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 23 of 318 AGENDA ITEM #10.A. 8/30/2024 Version DRAFT C,..,tr,,,.t r,...,.,.................f n.,F,. On th,. first KIR Q��:....ss n,,., .. nh week. eFeafteF (`GR#actor ..oil MRAt .. 4th KIR by ., the sigtu w.- OR of the T-FaRSitiGR OI.... SECTION 5: GENERAL SCOPE OF CONTRACTOR DUTIES 5.01 Collection and Transfer of Refuse. Subject to the conditions contained herein, Contractor shall, among other things: a. Provide Refuse Containers to Customers; b. Provide Residential and Commercial Collection service; c. Collect Municipal Solid Waste generated in the Service Area; d. Deliver Municipal Solid Waste to the KIB Landfill. 5.02 Customer Service. Subject to the conditions contained herein, Contractor shall, among other things: a. Serve as the primary point of contact for Customers; b. Resolve Customer complaints in a timely manner; c. Report Customer complaints to KIB in writing within five (5) business days; and, d. Perform its Collection and Transfer duties in a professional and courteous manner. 5.03 Fee Collection and Financial Reporting. Subject to the conditions contained herein, Contractor shall, among other things: a. On behalf of KIB, charge Customers a fee or fees in the amounts directed by KIB; b. Remit to KIB such portions ofthose fees as directed herein; c. Maintain detailed financial records regarding the billing and collection of fees; and, d. Issue Reports to KIB in the manner and at the times directed herein. 5.04 Collection and Transfer of Recyclable Cardboard Material. Subject to the conditions contained herein, Contractor shall, among other things: a. Provide Cardboard Recycling Containers to Customers; and b. Deliver Cardboard Recycling Containers to the KIB designated recycling facility for processing. Residential and Commercial Solid Waste Collection Contract FY2019-25 Page 12 of 99 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 24 of 318 AGENDA ITEM #10.A. 8/30/2024 Version DRAFT SECTION 6: SPECIFIC COLLECTION DUTIES 6.01 Mandatory Service. a. Contractor acknowledges that Contractor is required to charge the owner or Account Holder E)Geupant of a Premises or Unit a Service Fee, regardless of whether that customer F GGG61paRt self -hauls Solid Waste and discards it in the residential roll -off containers provided at set -out sites, discards at the KIB landfill, or utilizes pick-up services at a Customer's Premises or Unit. [Ximpster Rd Re!' na C^„F^ ^. KIR landfill ^ „«, ,911 Services at Gust (1)Although services are mandatory per Kodiak Island Borough Code (KIBC) 8.25.060 this does not allow the services to violate any other KIB or City Codes. (i) The Contractor will be required to communicate with KIB in the event that mandatory services for a customer will violate additional KIB or City Codes as a result of placement of a roll -cart or dumpster. (2) If disputes arise, from any portion of this section (section 6), the Borough Manager or designee will review the circumstances and make a final administrative determination. Mandatory Service Notice. Within seven (7) Service Days after receiving notice (based on Contractor's drivers' observations, information and belief, or otherwise) that a formerly unoccupied Premises or Unit becomes occupied, or that the individuals occupying the Unit Premises have changed, Contractor will give Written notice and explanation of Mandatory Service in written form to the owner or occupant of that Unit P�is^s that Service is required unless Contractor has already received—a request for Service at that Unit Premise, or KIB revokes such provisions of the KIB Code that require mandatory Service. d. Increase to Service Process. If the Contractor observes and documents with photos three (3) occurrences of a Customer over -filling their solid waste container in a sixty (60) day period, the Contractor will reach out to request the Customer increase the size of their solid waste container. (1) The Contractor will provide a written notice and explanation with documented evidence to the Customer seven (7) days prior to exchanging the container for a larger size. Residential and Commercial Solid Waste Collection Contract FY2019-25 Page 13 of 99 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 25 of 318 AGENDA ITEM #10.A. 8/30/2024 Version DRAFT (2) The Customer will be responsible for the increase in cost for the larger size of container, set out in the service fee schedule in section 11.01. (3) If the increase in use is due to a short time -frame season of increased business (ex. Summertime), the Contractor will agree to reduce the size back to the original container size by a date mutually agreed to in writing by both the Contractor and the Customer. (4) Services for every unit in a premises is required by the KIBC 8.25.060, a Customer will not be allowed to decrease service for any Unit or Premises to zero. 6.02 Collection From Roll -Carts. Rpf--qp Carts a. Automated or Semi -Automated Collection. Contractor will Collect all Roll -carts Ref- ,-4^ *; using an Automated or Semi -Automated manner. "Automated" means that Roll -carts Refuse C^^ts are lifted from their Set - Out Site, emptied and set back down at their Set -Out Site by mechanical means. "Semi -Automated" means that Roll -carts Refuse Carts are rolled by Contractor's employees from their Set -Out Sites into position near the Collection Vehicle; lifted, emptied, and set back down by mechanical means; and returned by such employees to their Set -Out Sites. b. Mandatory Collection from Roll -Carts. Refuse GaFts. Beginning on the Collection Commencement Date, and on a weekly basis thereafter, Contractor shall collect all solid waste RPfase placed in roll -carts located at Residential or, Multi family and Commercial Premises within the City of Kodiak, or such other areas as may be designated by KIB in a Notice to Contractor, on the Regularly Scheduled Collection Day. c. Roll -Cart Refuse Cart Options. (1) Standard Option. Unless Contractor must provide Roll Off Containers pursuant to Section 6.02, it shall provide each unit Premises with one 963- gallon capacity Bear -Resistant roll -cart Refuse GaFt for the charge listed on the Service Fee Schedule in Section 11.01. Contractor is required to collect and dispose of the solid waste deposited in roll -carts once per week. ^ ^^^f if f n ^, ^ nnf of that Rrt-mist-s dimnfn Gantr^ntor to n vide a different number of Carts under following Subsection G.(2)-. If a Premise falls within a Borough -designated 'Bear Aware" area, it shall without exception be excluded from receiving a roll cart. (2) Customer Requests for Additional Refuse Carts. C stomnro...Hh ReaF RnoioMnf Ref- ,;^GaAs Additional roll -carts shall be provided upon Customer request, with each additional roll -cart priced at the corresponding Service Fee. Residential and Commercial Solid Waste Collection Contract FY2019-25 Page 14 of 99 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 26 of 318 AGENDA ITEM #10.A. 8/30/2024 Version DRAFT (3) Reduction of Service. Customers eligible for roll cart services cannot reduce their service level below the rate for one roll -cart. (4) Re -Delivery Fee: If a Customer's roll -cart service account becomes ninety (90) days more delinquent, the roll -cart will be removed and the Customer, or the Account Holder at the time of re -delivery, will be subject to a re -delivery fee of the roll -cart as outlined in the service fee schedule in section 11.01. d. Cart Rollout Service. (1) Scope of Service. Upon request, Contractor will provide Rollout Service to Customers, as follows: (i) Without Surcharge. Rollout service shall be provided to Senior Citizens and Disabled Customers without surcharge, if the Customer certifies that no able-bodied person resides at Customer's premise. (ii) With Surcharge. If requested, rollout service shall be provided to all other Customers, who shall be charged the surcharge set forth on the Contractor Service Fee Schedule. 6.03 Collection From Dumpsters, Roll -Off Containers, or Compactors. a. General Residential Commnr^ia' r Multi Family Collection. Generally beginning on the Collection Commencement Date, Contractor will provide all Multi Gamily and Co,.....or6al Customers requiring a dumpster, roll -off container, or compactor, for the correspondina size needed to accommodate the solid waste stream historically produced at that premises or unit, with a container for services, within the cor„ ee Area with either Res deet al Roll Off Containers or n pster for which Customers shall be charged in accordance with the Contractor Service Fee Schedule in Section 11.01. Residential Customers whose Premises are loea4n.i %y4h�n the nertien of the Sen,len Aran n„4sirle the f ity of Kediak shall else be preyided .,ith a Rosirlontial Doll Off r`ontainor GF ni,rv.nstor C E)RtFa..ter .,ill nllee4 Refuse dos..a Fded therein a4 least ekly, the agFend to between Gnntraetnr and the (`� rete mnr b. Residential Roll -Offs. Residential roll -off containers will be provided at designated set out sites for residential Self -haul customers to deposit their waste. Contractor will collect solid waste discarded therein once per week, or at a frequency that equals once per week for every self -haul customer to receive the same rate and standard of service provided to a roll -cart Customer 1. The number of roll -off containers hauled per week will be equal to the capacity and frequency needed to service all Self -haul customers once per week. Contractor will only haul roll -off containers that are 80% full. Residential and Commercial Solid Waste Collection Contract FY2019-25 Pane 15 of 99 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 27 of 318 AGENDA ITEM #10.A. 8/30/2024 Version DRAFT 2. Contractor will provide a report to the KIB on each of the following days of the week to provide total roll -off containers hauled: a. Fridays, before the end of the of the business day, the number of residential roll -off containers hauled so far during the week. b. Mondays, before the end of the business day, the total number of residential roll -off containers hauled for the week. 3. Contractor will create additional location numbers under KIB's existing account to track the residential roll -off container hauls for billing and reporting purposes. 4. KIB will pay for the standard roll -off haul fee as outlined in the Service Fee Schedule in Section 11.01 for any additional hauls made above the standard service haul number for all self -haul customers based on excess hauls in a month. 5. To calculate the number of hauls needed the Contractor will follow the equation below: a. Roll -cart containers equal 96 gallons capacity. b. One 20 -yard roll -off container is equal to the capacity of 4032 gallons, or 42 roll -cart containers. c. Multiply the number of Self -Haul customers by 96 gallons, to get the capacity needed to service all self - haul customers once per week. d. Divide the capacity of the available roll -off containers by the total capacity to service all self -haul customers once per week to obtain the number of containers needed to be hauled to service all self -haul customers once per week. e. EXAMPLE: 1. Contractor has 24, 20 -yard roll -off containers available at set out sites. 2. Contractor has 1723 self -haul customers. a. 1723 self -haul customers x 96 gallons = 165,408 gallons total capacity needed to service all self -haul customers once per week. b. 24 roll -off containers x 4032 gallons (capacity of one roll -off container) = 96768 gallons capacity if all roll -off containers were hauled once per week. c. 165,408 gallons — 96768 gallons = 68640 gallons remaining to be hauled to equal once per week service for all self -haul customers. Residential and Commercial Solid Waste Collection Contract FY2019-25 Page 16 of 99 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 28 of 318 8/30/2024 Version DRAFT d. 68640 gallons divided by 4032 gallons (capacity of 20 -yard container) = 17.02 or rounded down to 17. 24 + 17 = 41, 20 -yard roll- off containers to be hauled per week (average 177 per month) to reach full service all of the 1723 self -haul customers. c. Dumpster Options. (1) (Standard Option. Contractor will provide each Commercial customer RreFnmse an,d Multi Family Rize....;-,. with one 2.0 cubic yard capacity dumpster, or container size to accommodate the solid waste stream generated, to be Collected once weekly for the charge listed on the Service Fee Schedule in Section 11.01, subject to the following exceptions: (i) Bear Aware Area. If a Customer's Unit -re falls within a Borough -designated "Bear Aware" area, it shall without exception receive a bear -resistant Dumpster. (ii) Alternate Size Container at Customer's Request. A Customer may direct Contractor to provide a Dumpster of alternate capacity -,4r— FnQFP Rof„oo r`ahs OF Rall_llff r`antainors „hiont to the oharaos r.. .(`entre-tar Ce r. jinn Cee Cnh,- di dt, A Q--;tnrr,er rr. alsn .dlrent 6pntrantar to h etwitstan.dlna Rna . a„lrl„ Cnha.di,le.d Gellentien Day(s), olleet refsane Fro the G Sten.or'n Rreminan OR alternate a a.d.dltlenal .days a e d to between the Gontrantor and Sustemer—and subject to the charges prescribed by the Contractor Service Fee Schedule in section 11.01. AGENDA ITEM #10.A. Commented [PV1]: From Amendment #1 with edits in Amendment #2 (iii) Alternate or Additional Collection Days. A Customer may also direct Contractor to, notwithstanding any Regularly Scheduled Collection Day(s), collect solid waste from the Customer's Premises on alternate or additional days as agreed to between the Contractor and Customer, and sub'ect to the Contractor Service Fee Schedule in section 11.01.1 Commented [PV2]: From Amendment #1 with edits in Amendment #2 (iv) Insufficient Room. Should the Contractor, in its sole discretion, determine that there is insufficient room at a unit pFeFROSe to place or safely collect one or more dumpsters or the placement of the dumpster would violate KIB Parking Code 17.175.040 or the Citv Code 10.16, for each customer using the corresponding set -out site, the Contractor will either: Provide four (4) roll -carts, which is the equivalent to a 2 -yard front load dumpster, at the cost of a 2 - yard dumpster service, or a lesser number of roll - carts as may be required to safely and adequately store the customer's waste pending collection; E)Re OF FROM nrtn of the o eity anal mher that nh Quic4nmeicreq64es to safely. n.d adequately stare its .dinnnrrleid Refuse pending GellnntOGR; or Allow one or more Customers to share a Dumpster. Residential and Commercial Solid Waste Collection Contract FY2019-25 Pane 17 of 99 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 29 of 318 8/30/2024 Version DRAFT (v) Increase in Size of Container Directed by Contractor. Should the Contractor determine that the routine waste volume of a commercial Unit requires a larger capacity container, the Contractor may provide container(s) of sufficient size and notify the Customer and the Borough of the change in container(s). a. Contractor must notify the Customer seven (7) days prior to making the change; and b. Contractor must provide in their notice to the Customer the documented evidence that supports increasing the size of the container. (vi) Disputes. if there is a dispute as to the size of container required or whether a customer's waste stream requires more than the Customer requested container(s) the Borough Manager or designee will review the circumstances and make a final administrated determination. (2) Delivery Fee. Contractor shall be allowed to charge a delivery fee for all roll -off containers and front load dumpsters. All items listed below exclude any deliveries to and from the KIB set -out sites or the KIB landfill. L Initial delivery during establishment of a new service shall be charged at a rate outlined in the service fee schedule in section 11.01. ii. Contractor will be allowed to charge for a re -delivery fee to the Customer, or the Account Holder at the time of re -delivery, if the dumpster is removed for Customer non-payment after sixty (60) days. Re -delivery fee is outlined in service fee schedule in section 11.01. (3) Commercial Overage Fee. Contractor shall be allowed to charge for any additional yardage of solid waste that is collected at a commercial set -out location at the rate outlined in the service fee schedule in section 11.01. (4) Dumpster Locks. Should a Customer so request, Contractor shall promptly provide dumpster locks, which shall be subject to anysurcharge set forth on the Contractor Service Fee Schedule. (5) Dumpster Damages and Repairs. L If a dumpster is damaged by the Contractor during pick-up, emptying, transport or other action, the costs to repair the dumpster will be the responsibility of the Contractor. ii. If a dumpster is damaged by an unknown third party, Customer may make every reasonable attempt to locate the third party responsible and require them to pay for the repairs needed. • If the third party is found, they may be required to pay for Contractor conducted repairs as outlined in this section (iii)(a). • If the third party is found but is unwilling to accept Residential and Commercial Solid Waste Collection Contract FY2019-25 Page 18 of 99 AGENDA ITEM #10.A. Commented [PV3]: From Amendment #1 with edits in Amendment #2 Commented [PV4]: From Amendment #1 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 30 of 318 AGENDA ITEM #10.A. 8/30/2024 Version DRAFT responsibility, or if the third party is not found, the customer may be held responsible for paying for the repairs as outlined this section (iii). iii. If a dumpster is damaged at a Customer's Unit due to the actions of a Customer, its agents, employees, guests or invitees, the Customer will be responsible for the costs of the repairs as outlined below: a. Dumpster Repair and Shop Rate. If a dumpster is damaged at a Customer's unit, and the Customer chooses not to perform the repairs themselves as outlined in section 6.06.b, the customer will be responsible for all costs associated with the repairs performed by the Contractor. Costs of repairs to the dumpsters will include the hourly labor rate as set in the contract service fee schedule, section 11.01, and the cost of any parts or materials used. b. If a Customer would like to perform the repairs to the dumpster(s) they are currently being serviced with, the Customer and Contractor must have a written agreement granting the Customer permission to perform repairs on the dumpster(s). The Customer will provide the Contractor with a written detailed description of the repair work they intend to perform, and have it approved prior to any repairs being conducted. The repairs performed by the Customer will be at their own cost and will need to be inspected by the Contractor with written and photo documentation of acceptance. (6) Compactors. Contractor is not obligated to provide a Compactor to any Customer. However, on request of the owner or occupant of a Commercial or Multi -Family Premise, Contractor will collect all refuse placed inside each compactor at the frequency requested by that Customer and for the charge listed on the Service Fee Schedule in Section 11.01. (7) Roll Off Container of KI -R Landfill. BegiRRORg An thi. r`nmmannmmznf Hate G enfranfa,-.yill rinliytzr a fly mpster ar Rell Off Genfainer in any GapaGity n ,ide d an the Semina Cee Cshed ala in Castan d 1 01 ' as asfa.d by 14113 W the la..afiaa s .d a�fiaby KIB of the IIIA I aa.dfill GAnfrarfnr..,III r nlano that Dumnsfor Ar Roll Off Ganfainor .yifh a nfher D aster er Roll riff CORta'n ..f aRY afheF s s'fy n „'.do.d eR the Sew nn Cnn Schedule .within twe (2) Cnr.,inn flays of 14113's Fequest. QentFanfar w 11 n ,irlr. KIRvi th the Canine n vibed in Cas4ian C 03/a\ /r.alY dicta a afaiReF repaiF a.d m afa..a RGe) as if Illi] WeFe a Gustemef 68g1RniRg GR the Gollection f"nm FR8RGe of Date G QRtrasfr.r ,.,ill f"n11o..f all Cali.d Waste nlaso,d thoroin of the fr8a618RGy agreed fn by 14113 an,d fho 4 GRtFarfar nrd rdispese of if of the 14113 1 anrdfill .,ifhaY t charge to K113 (8) Cardboard Recycling Containers. Beginning on the Commencement Date, Contractor will deliver a specially fabricated Cardboard Recycling Container in any capacity provided on the Service Fee Schedule in Section 11.01, at the designated locations specified by the KIB. Contractor will collect cardboard recyclable material discarded therein at Residential and Commercial Solid Waste Collection Contract FY2019-25 Pane 19 of 99 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 31 of 318 8/30/2024 Version DRAFT least weekly, on the Regularly Scheduled Collection Day(s) or on alternate or additional days as agreed to between Contractor and the KIB to ensure that each Cardboard Recycling Container is promptly emptied when container is at capacity. 6.04 Self -Haul Services. a. If a customer notifies the Contractor in writing that they wish to personally store, collect, transport, and dispose of Solid Waste generated at that Customer's Unit the Contractor may nevertheless charge that customer a Contractor Service Fee commensurate with the service level required to accommodate the solid waste stream generated at that Unit. (1) Standard Residential Option for self -haul is equal to 96 gallons and will be charged the amount listed on the Contractor Service Fee Schedule for Roll -Carts table in Section 11. (i) Residential self -haul customers haul their own solid waste to a residential roll -off container located at a set out site or to the KIB landfill. (ii) Residential customers who are located in a Bear Aware area will receive self -haul services in lieu of the roll -cart services. (2) Commercial customers who qualify for Self -haul services will be charged the cost of a standard self -haul fee outlined in the Contractor Service Fee Schedule for Roll -Carts table in Section 11. (i) Commercial Self -Haul customers are required to haul their solid waste to the KIB landfill and not to a residential roll -off container. (ii) Commercial Self -Haul customers will be considered residential accounts in association with the Customer Count for the annual fee adjustment calculation. (3) Reduction of Service. Customers eligible for self -haul services cannot reduce the service level below the rate for a 96 -gallon capacity container. 6.05 Bulky Items. a. Reporting Bulky Items. Contractor's employees must promptly notify Contractor of any Bulky Items that they observe discarded at a KIB designated Residential Roll-Off/Dumpster Set -Out Site. b. On -Call Collection Service and Fees. Contractor must, within three (3) days of a Customer's request, collect Bulky Items with maximum allowable dimensions of 4 x 5 x 6 cubic feet that are discarded at a Set -Out Site. Customers shall be entitled to one such pickup each month; however, Contractor shall charge Customers the surcharge listed on the Contractor Service Fee Schedule in Section 11.01 for each additional pickup of Bulky Items that occurs within the same calendar month. Residential and Commercial Solid Waste Collection Contract FY2019-25 Page 20 of 99 AGENDA ITEM #10.A. Commented [PVS]: From Amendment #1 with edits in Amendment #2 J Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 32 of 318 AGENDA ITEM #10.A. 8/30/2024 Version DRAFT c. Diversion Program for Bulky Items. Contractor will use reasonable business efforts to divert all bulky Items that it collects. Contractor shall deliver all bulky Items that It does not divert to a facility approved by KIB. 6.06 Emergency Services. a. Nature of Emergency Services. Within 24 hours of notice by KIB, whether oral or written, Contractor will provide emergency services beyond the scope of the Contract Services at the times and to the extent directed by KIB, including providing vehicles, drivers and other equipment and personnel to cleanup Solid Waste and other debris consequent upon natural disasters such as earthquakes, storms, floods, riots and civil disturbances, for which Contractor will be compensated Contractor's reasonable Reimbursement Costs. To the fullest extent possible, Contractor shall seek KIB' s preapproval prior to incurring any expenses related to the provision of emergency services. b. Reporting. Contractor will cooperate with KIB, the State, and federal officials in filing information related to a regional, state, or federal declared state of emergency or disaster as to which Contractor has provided services under this Chapter. c. Emergency Backup Service Plan. Contractor will submit an emergency backup service plan to KIB sixty (60) days prior to the Contract Commencement Date, which shall be subject to KIB's approval. Contractor shall implement that plan if, due to Uncontrollable Circumstances or for any reason whatsoever, Contractor fails, refuses, or is unable for a period of 48 hours to collect and/or at any time transport Solid Waste or any portion thereof to the applicable Solid Waste Management Facility, and the KIB Manager determines such failure reasonably presents a danger to the public health, safety, or welfare. 6.07 On -Call Temporary Dumpster and Roll -Off Collection Service. a. Container Delivery. Upon request, Contractor will deliver a Dumpster or Roll -Off Container, in any number and size available pursuant to the Contractor Service Fee Schedule, at the following times: (1) On the same Service Day if Contractor receives a request before 10 a.m. on that Service Day; (2) On the next Service Day if Contractor receives a request after 10 a.m. but before 4:00 p.m. on a Service Day; and, (3) Within two (2) Service Days, if Contractor receives a request after 4:00 p.m. on a Service Day. b. Collection. Beginning on the Collection Commencement Date, Contractor will collect all solid waste Refuse and/or Construction and Demolition (C&D) Debris deposited in a Dumpster or Roll -Off Container at the frequency requested by the Customer for the corresponding charges listed on the Residential and Commercial Solid Waste Collection Contract FY2019-25 Page 21 of 99 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 33 of 318 AGENDA ITEM #10.A. 8/30/2024 Version DRAFT Contractor Service Fee Schedule in Section 11.01. (1) Dumpsters or Roll -Off Containers being rented through the Contractor on a temporary basis will be considered Sole Purpose Dumpsters. (2)Sole Purpose Dumpster customers will be required to sign an agreement with the contractor to notify them of the following: (3) If a sole purpose dumpster is delivered to the KIB landfill with a mixed load (containing more than one type or category of material) that dumpster will be treated as an attempt to discard material without first paving applicable fees and the waste will be subject to the fees listed on the KIB Fee schedule available on the Kodiak Island Borough Website (www.kodiakak.us). c. Diversion of Construction and Demolition Debris to KIB Landfill. The Contractor shall use Reasonable Business Efforts to Divert Construction and Demolition Debris from disposal. If Contractor cannot divert Construction and Demolition Debris from disposal using Reasonable Business Efforts, it will deliver it to KIB Landfill, subject to the same obligations that Contractor has with respect to solid waste Refuse under Section 7. d. Container Pickup. Contractor will pick up such Dumpster or Roll Off Container within two (2) Service Days of a Customer's request or other time agreed to between Contractor and Customer. SECTION 7: DISPOSAL OF COLLECTED SOLID WASTE REFUSE 7.01 Transportation of Collected Solid Waste Refuse to KIB Landfill. a. KIB Landfill. Contractor will transport and deliver all solid waste Refuse that it Collects to the KIB Landfill. Contractor will coordinate that delivery with Holiday Collection schedules and closures for repair and maintenance. Contractor will keep solid waste Refuse that it Collects at Residential Premises, whether in Roll -Carts, Dumpsters, or Roll -Offs, separate from solid waste Refuse that it Collects at Commercial eF M �'�. a.tF.,,' � mily Premises and will not commingle that Refuse in one Vehicle. b. Compliance and Cooperation. Contractor will ensure that its Vehicles are capable of passing in and out of the door of the baler building at the KIB Landfill. Contractor will cooperate with KIB Landfill operators, and shall comply with all rules in effect atthe KIB Landfill, including, but not limited to: (1) Delivering solid waste Refuse only at the times and on those days specified by KIB; (2) Following directions to unload Collection Vehicles in designated areas; (3) Accommodating KIB Landfill operations and maintenance activities; and, (4) Complying with KIB's Unpermitted Waste exclusion programs. Residential and Commercial Solid Waste Collection Contract FY2019-25 Page 22 of 99 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 34 of 318 AGENDA ITEM #10.A. 8/30/2024 Version DRAFT c. Disposal Fees. Contractor will pay all KIB Landfill Disposal fees, including the fees for Disposal of solid waste Refasn that Contractor Collects from Roll -Off Containers and Dumpsters located attheKIB landfill. SECTION 8: FUTURE RECYCLING SERVICES PROGRAM 8.01 General. Contractor acknowledges that, subject to the protocols set forth at Section 14 of this Agreement, KIB may also require Contractor to implement a Recycling collection program. In that event, KIB will request that Contractor submit a proposal to implement such Recycling collection program, which it shall review and consider prior to requesting proposals from, or negotiating with, any other Person or entity for the provision of these services. However, if KIB and Contractor do not reach agreement by the end of the period specified In Section 14, KIB shall be entitled to take any such other actions as may be permissible pursuant to the terms of this Agreement. 8.02 Prospective Services. If KIB selects Contractor to provide Recycling services, Contractor shall supply all labor, equipment, personnel, quarterly reports, and payment invoices in a timely manner as outlined in this Agreement. The Contractor shall agree to perform all services necessary for the processing and shipment of recyclable materials that it collects within the City of Kodiak and KIB. Contractor will collect and process cardboard, mixed paper/paperboard, newspaper, plastic, aluminum cans and office paper. Recyclable material does not include large metal items such as vehicles, parts of vehicles, appliances, or home construction type of siding. Contractor will implement the processing methods and Recyclables collection as described in its Proposal and the final addendum and cover all costs associated with Contractor's collection and handling ofRecyclables. 8.03 Methods. Contractor will adhere to the collection plan and processing methods based upon its Proposal and any addenda thereto. 8.04 Equipment and Personnel. The Contractor has identified, in its Proposal and any addenda thereto, the equipment to be used in the collection and processing ofRecyclables. This identification shall include the minimum following Information: a. Equipment type: b. Equipment quantities; and, c. Availability of backup equipment. The Contractor has also identified in Its Proposal the number of personnel necessary to meet the requirements of this Agreement. Personnel listed shall include management, supervisory, customer service, equipment operators, collection personnel, etc. Any changes to management personnel shall be promptly communicated to KIB. 8.05 Final Disposition of Recyclable Materials. It shall be the responsibility of the Contractor to ensure that collected material is processed and recycled. To this Residential and Commercial Solid Waste Collection Contract FY2019-25 Page 23 of 99 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 35 of 318 AGENDA ITEM #10.A. 8/30/2024 Version DRAFT end the Contractor shall document the final disposition of the collected material as part of its quarterly reporting requirement. 8.06 Documentation. Contractor shall maintain throughout the duration of the Agreement, and for two (2) additional years, documentation on all of the Contract Services provided. Contractor shall maintain records to substantiate all work performed and fees requested. Such records shall include, but not be limited to, daily records on the pounds of processed recyclables, shipment records, and recyclable pick up locations. KIB may request that copies or portions of this documentation be included with Contractor's monthly requests for payment. 8.07 Records and Reporting. a. Records. Contractor will collect and record, on a daily basis, tonnage information, including the gross, tare, and net weight of each load of Recyclables it collects, as well as the receipts from the Recyclables processing facilities, in such a manner that Contractor and KIB may review the amount of Recyclables collected and delivered by Contractor on any given day. b. Reports. Contractor will include a summary of the records for tonnage, and any additional information requested by KIB in its Quarterly Report, as described in the KIB Residential and Commercial Solid Waste Collection and Recycling Services RFP and Contractor's Proposal. c. Inventory. Contractor will submit an updated inventory of Service Assets to KIB on July 1 of each year during the Contract Term, which shall include the following: (1) A general description of its maintenance yards, operations facilities, drop off locations, Contractor Office, and any other administrative and customer service offices; and, (Zj A list of Vehicles described by type, including manufacture and model number for cab, chassis and body; descriptive notation (i.e. front-end loader, compactor, etc.); number; DMV license number; the age of the chassis and body; type of body (i.e., open -top, closed, etc.); type of fuel used; the date of acquisition: the maintenance and rebuild status; and, lease or installment purchase information. 8.08 Recyclables Processing and Marketing. Contractor may change its selection of Recyclables Processing Facility and notify KIB within thirty 301 days of doing so. If the Recyclables Processing Facility is wholly or partially inoperable for any reason, including uncontrollable circumstances, Contractor will make other arrangements to process Recyclables or to transport the Recyclables to the Recyclables Processing Facility without increase of the Contractor compensation despite any consequent additional costs to Contractor. SECTION 9: GENERAL OBLIGATIONS AND PERFORMANCE STANDARDS 9.01 Procedures for Missed Collections. Residential and Commercial Solid Waste Collection Contract FY2019-25 Page 24 of 99 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 36 of 318 AGENDA ITEM #10.A. 8/30/2024 Version DRAFT Corrective Action Required. Absent Contract Service Exceptions, on the next Contract Service Day following telephonic or other notice to Contractor, Contractor will Collect without charge any container that Contractor should have Collected, delivered, exchanged, or repaired but did not. If Contractor fails to do so, KIB may provide the Contract Service itself or through a third party and Contractor will reimburse KIB'sReimbursement Coststhereof. 9.02 Customer Complaints. a. Response. Contractor will respond to all Customer inquiries and complaints (including any inquiry or complaint left with the telephone answering service) within 24 hours following notice to Contractor and handle all complaints consistent with the requirements of the Customer Complaint Protocol set forth in this Section. b. Customer Complaint Protocol. Contractor will maintain, update as necessary, and follow the Customer Complaint Protocol. Upon commencement of this Agreement and in advance of all updates, Contractor will provide KIB with a copy of the Customer Complaint Protocol for its approval, which shall not be unreasonably withheld. c. Referral to KIB. Contractor will not refer or forward any Customer to KIB for resolution of complaints or answers to inquiries unless Contractor has made all reasonable efforts to resolve the matter, has failed to reach resolution, and the Customer insists. In such event, Contractor shall refer the Customer to the individual specified as the KIB Representative. d. Employee Training. Contractor will train each of its Customer service employees to follow the Customer Complaint Protocol upon starting employment, and periodically thereafter. e. Record keeping and KIB Access to Records. Contractor will maintain a written record of every inquiry and complaint that it receives related to its provision of the Contract Services, including information required by KIB, and provide KIB with a copy of any such inquiries and complaints that occurred in a month by the 15th day of the subsequent month. Contractor will allow KIB access to complaint records at Contractor's Office during Contractor Office Hours. Contractor will provide copies of any Customer complaints and the resolution of those complaints, and other related Records, to KIB within two hours of KIB's request. 9.03 Certain Customer Complaints Requiring KIB Response. When a Customer complaint is referred to KIB in section 9.02(c) and the Contractor has failed to follow the Customer complaint protocol or has failed to make reasonable efforts to resolve the matter, the KIB may refer the complaint to the Contractor for further resolution efforts and the Contractor shall report its efforts to resolve the complaint in writing within ten (10) business days of the referral. may be directly related to, or require direct input fFem the KIB, Rd CAntractAr Ahel-Il J RGt be p alit el A cic fer s eh �fir�CRtc-rT"r`- Residential and Commercial Solid Waste Collection Contract FY2019-25 Pane 25 of 99 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 37 of 318 AGENDA ITEM #10.A. 8/30/2024 Version DRAFT 9.04 Unpermitted Waste Screening (or Recyclables if Applicable). a. Protocol. Contractor will develop and implement an Unpermitted Waste (or recyclables if applicable) Screening Protocol in compliance with Applicable Law, which shall be submitted to KIB sixty (60) days prior to the Commencement Date. Any amendments to Contractor's Unpermitted Waste Screening Protocol shall be subject to approval by KIB prior to implementation. b. Inadvertent Delivery of Unpermitted Waste to KIB Landfill. If Contractor inadvertently delivers Unpermitted Waste (or recyclables if applicable) to a Solid Waste Management Facility, Contractor will use its best efforts to identify the Customer that discarded the Unpermitted Waste (or recyclables if applicable) and cooperate with the Solid Waste Management Facility in any related investigations. Contractor will contact any identified Customer and provide that Customer with information on safe disposal ofUnpermitted Waste (or recyclables if applicable). 9.05 Contract Service Exceptions. a. Collection Exception. Contractor shall not be obligated to Collect any Solid Waste in the event of any Contract Service Exception, as defined below: is cn t nn OQ nF thin AgFeemen! (1) Dumpster Contract Service Exceptions means: (i) Solid waste not properly placed in containers; discarded solid waste (other than bulky items) that is not placed inside a container. (ii) Dumpster is overflowing. All solid waste should fit inside the container with the lid closed. (iii) Unbagged or otherwise un -containerized solid waste is observed in or around the roll -cart. - (iv) Unpermitted waste or unsafe materials: contractor observes unpermitted waste in a container or at the set -out site. (v) Any receptacle that weighs more than the limits prescribed on Residential and Commercial Solid Waste Collection Contract FY2019-25 Page 26 of 99 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 38 of 318 AGENDA ITEM #10.A. 8/30/2024 Version DRAFT container's manufacturer warranty or other documentation acceptable to KIB and notice on the container. (vi) Container or bulky items not placed at a proper set -out site: a container is not placed at a set -out site, or a bulky item or excess solid waste is not discarded at the set -out site. (vii)Unsafe condition: the set -out site is not safely accessible to vehicles or contractor's employees. (viii) Dumpster customer with a past due balance of sixty (60) days or greater. (2) Roll -Cart Contract Service Exceptions means: (i) Roll -cart is overflowing. All solid waste should fit inside the container with the lid closed. Extra refuse should be bagged or otherwise containerized and placed along the side of the roll - cart. (ii) Unpermitted waste or unsafe materials are observed in or around the roll -cart for disposal. (iii) Unbagged or otherwise un -containerized solid waste is observed in or around the roll -cart. (iv) Roll -cart exceeds the weight limit prescribed on the container's manufacturer warranty. (v) Roll -cart is not placed in the correct set -out site as agreed upon by the authorized account holder and the contractor. (vi) Unsafe condition: the set -out site is not safely accessible to vehicles or contractor's employees. • Roll -cart is placed at the set -out site but does not have the five (5) foot clearance needed for the contractor or vehicles to access the roll -cart. • Roll -cart is placed at the set -out site but is too close to another cart or object. Minimum of five (5) feet of clearance between the roll -cart and other objects. (vii)Roll-cart customers with a past due balance of ninety (90) days or greater. b. Non -Collection Fee. (1) Dumpster Customers: If the Contractor does not collect any solid waste (or recyclables if applicable) due to a Contract Service Exception, and the Contractor must return for a separate pick-up, the authorized account holder may be charged the Extra Pick -Up Fee outlined in the Service Fee Schedule in section 11.01. (2) Roll -Cart Customers: If the Contractor does not collect any solid waste due to a Contract Service Exception, the Contractor may not return for a separate pickup. and the customer may have to wait until Residential and Commercial Solid Waste Collection Contract FY2019-25 Page 27 of 99 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 39 of 318 AGENDA ITEM #10.A. 8/30/2024 Version DRAFT the next regularly schedule pick-up day for service. (i) Roll -Cart Customers may not receive services after four (4) non - collection notices have been issued for any of the below listed Contract Service Exceptions. The Contractor will continue to charge the authorized account holder for the required service as outlined in the Service Fee Schedule section 11.01 even though the roll -cart is not being emptied while the Contract Service Exception is on-going. Notice of Non -Collection. If Contractor does not Collect any Solid Waste (or recyclables if applicable) due to a Contract Service Exception, Contractor must complete and leave a Non- Collection Notice securely attached to a container at or near the Set -Out Site; however, in the event that unsafe conditions do not permit Contractor to do so, it will instead use best efforts to immediately notify the Customer of the unsafe condition, including leaving a Non Collection Notice on the door of the Premise Unit, if safe to do so, or telephoning the Customer. (1) A Non -Collection Notice due to Dumpster or Roll -Cart Contract Service Exceptions must include the following information. (i) A description of the exception that the customer has violated. (ii) A notice of the authorized surcharge fee, if applicable, as outlined on the Service Fee Schedule in Section 11.01. (iii) Instructions of how the customer can remedy the violation. (2) The contractor will promptly upon request provide the KIB with a report of the customers who are issued a non -collection notice, the report will include the customer's name and reason for non - collection. Residential and Commercial Solid Waste Collection Contract FY2019-25 Pane 28 of 99 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 40 of 318 AGENDA ITEM #10.A. 8/30/2024 Version DRAFT 9.06 Other Special Customer Services. Upon Customer request, Contractor may provide special services in addition to any prescribed Contract Services following approval by KIB based on the following information: a. A description of services, including their proposed scope; and, b. Any additional surcharge to be charged for such service. 9.07 Contract Service Assets. a. Contractor Operations and Maintenance Facilities. (1)Location. Prior to the Contract Commencement Date, Contractor will secure possession and use of such operations and maintenance facilities, including a local Contractor Office, which shall be located on publicly maintained roads within the Borough. Contractor's Office shall be located in the KIB or City of Kodiak at the address provided in Contractor Documentation. If Contractor sites its operations and maintenance facilities in the KIB or City of Kodiak, it will do so in accordance with applicable laws, including zoning laws, with ample ingress and egress for vehicles. Contractor will maintain its facility in a neat, clean, and presentable manner, including regular sweeping of related grounds for litter. (2) KIB Access. KIB and its designees shall be permitted to enter Contractor's operations and maintenance facilities or Contractor Office during Contractor Office Hours upon two (2) hours prior notice, and shall be permitted to investigate, observe, inspect, and review Contractor's operations and Contract Service Assets. Contractor will make available a management representative or other authorized person to escort each KIB representative through facilities. This right does not limit KIB' s right to inspect Contractor's Vehicles. b. Solid Waste Refuse Containers. Residential and Commercial Solid Waste Collection Contract FY2019-25 Page 29 of 99 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 41 of 318 AGENDA ITEM #10.A. 8/30/2024 Version DRAFT (1) afus_ Roll -Carts and Dumpsters. Contractor will maintain at all times a sufficient number of containers to execute its obligations under this Agreement. All containers shall be on hand and ready for service no later than the date provided in Contractor Transition Plan, and shall ensure that all Roll -Carts and Dumpsters conform with the specifications described in Contractor Documentation, as approved by KIB, Including Bear Carts. In addition, Contractor shall label roll -carts with use instructions approved by the KIB for any new roll -cart user. Basic operating instructions will be hot stamped onto roll -carts or the roll -carts lid. Contractor provides no express warranty of duration for the roll -carts, and Contractor's only obligation with regards thereto shall be to provide and maintain such roll carts in accordance with the contract. (2) Roll -Off Containers. Contractor will provide Roll -Off Containers no later than the date provided in the Contractor Transition Plan. Contractor may provide Roll -Off Containers that are not new if, in the sole judgment of the KIB Representative, they are in good repair and appearance. (3) Replacement Containers. Contractor will provide additional and replacement containers (other than Compactors) as necessary to ensure that Customer always has a container. (4) Inventory. Contractor will prepare a preliminary inventory of Roll-Refase Carts and Dumpsters that Contractor will acquire or supply as required by the Transition Plan as Contractor Documentation. In its next Monthly Report following delivery of any Cart as required by the Transition Plan, Contractor will complete and finalize the inventory. In each Annual Report following completion of the Transition Plan, or within ten (10) business days upon request by KIB, Contractor will update the inventory to reflect acquisition or replacement of Roll Refuse Carts and Dumpsters, accompanied by a representation and warranty signed by Contractor that all Roll Rpf---^ Carts and Dumpsters meet specifications. (5) Changes in Service, Repair and Replacement. Contractor will exchange, remove and/or deliver containers at the time directed by KIB, and compensated by surcharges, if any, listed on the Contractor Service Fee Table, including for thefollowing: (i) Changes in Service; (ii) Repair of Damaged Containers; and, (iii) Replacement ofdamaged orstolen Containers. (6) Locks. Within one week of Customer direction, Contractor will provide locks on a Dumpster for the surcharges listed on the Contractor Service Fee Schedule. (7) Required Labeling for Roll -Carts. Contractor will label Roll -Carts with message and use instructions approved by the KIB for any new Roll -Cart user. Basic operating instructions will be hot stamped onto carts. Residential and Commercial Solid Waste Collection Contract FY2019-25 Page 30 of 99 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 42 of 318 AGENDA ITEM #10.A. 8/30/2024 Version DRAFT Contractor provides no express warranty of duration for the roll -carts, and Contractor's only obligation with regards thereto shall be to provide and maintain such roll carts in accordance with the contract. c. Use and Possession of Contract Service Assets. Contractor will either own each Contract Service Asset or ensure that any lease, financing documentation, rents or purchases by installment or conditional sale agreement with respect to each Contract Service Asset allows KIB's acquisition or purchase of Contract Service Assets, pursuant to Section 3.03 of this Agreement. Contactor will provide a copy of the Contract Service Asset Document upon KIB' s request. Any Contract Service Asset Document shall: (1) Permit the Guarantor to assume Contractor's obligations and to continue use of Contract Service Assets in performing Contract Services; and, (2) Permit KIB or its designee to assume Contractor's obligations and to continue use of Contract Service Assets in performing Contract Services. 9.08 Service Standards. Contractor will provide Contract Services in accordance with the following provisions: a. Litter, Spills and Leaks. (1) Litter. Contractor will ensure that each collection Vehicle carries a broom, rake aad-shovel, and absorbent material at all times so as to ensure its ability to perform its obligations with respect tomaterial spills and liquid leaks, as provided in this section. (2) Material Spills. Contractor will only transport collected waste and recyclables in covered vehicles. Contractor will prevent materials from escaping, dropping, spilling, blowing, or scattering from Vehicles during collection and transportation. Contractor will immediately remove any materials that are dropped, blown, spilled, scattered, or tracked onto any alley, street or public or private place, and dispose of such materials consistent with the requirements set forth in this Agreement. (3) Liquid Leaks. During collection and transportation, Contractor will also prevent oil, hydraulic fluid, paint, or other liquid from leaking out of Vehicles, either from the vehicle itself or from the container or collection of solid waste it is carryinci. Contractor will ensure that each collection vehicle carries petroleum absorbent materials. Contractor will immediately cover leaked fluids with absorptive materials, remove those materials from the ground and apply a cleaning agent to cleanse the soiled spot. Contractor will assure that no hydraulic fluid or other liquid leaks from any Vehicle onto the pavement. If a leak does occur, Contractor will immediately clean it up. Residential and Commercial Solid Waste Collection Contract FY2019-25 Page 31 of 99 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 43 of 318 AGENDA ITEM #10.A. 8/30/2024 Version DRAFT (4) Set Out Sites. Upon arrival at a set out site if the Contractor observes any type of liquid substance that may be harmful to the environment such as oil, hydraulic fluid, paint, anti -freeze, or other liquid leakinp from the roll -off container the Contractor will be required to notify the KIB, clean up the leaked fluids, and haul the roll -off to be emptied and repaired. 3. Customer Privacy. Contractor will strictly observe and take such actions in its provision of Contract Services as are reasonably necessary to preserve its Customers' privacy rights. Contractor will not reveal information identifying individual customers or the composition or contents of a Customer's waste stream to any person other than KIB, unless otherwise directed by means of a valid court order, unless required to do so by some applicable legal duty, or upon the valid authorization of the Customer. Further, Contractor will use reasonable business efforts to keep that information confidential among its own staff, consultants, representatives, agents, and any other persons acting on Contractor's behalf. This provision will not be construed to preclude Contractor from preparing, participating in, or assisting in the preparation of, waste characterization studies or waste stream analyses that may be required by law. In addition, Contractor will not market, sell, convey, or donate to any person any list with the name or address of Customers. The rights accorded customers pursuant to this section are in addition to any other privacy right accorded Customers pursuant to applicable law. Contractor will use reasonable business efforts to keep information with respect to Customers and customer service information, including, but not limited to, accounts serviced, containers, special services, recyclables inventory, sales of recyclables and contaminants, confidential among staff and its consultants, if any, as permitted by applicable law. c. Vehicles and Drivers. (1) Leak -Proof Vehicles. Vehicles used in collection or transportation of recyclables must have watertight beds of metal or impervious material that can be cleaned. (2) Vehicle Identification. Contractor will ensure that its name and telephone number are clearly shown on each Vehicle, so as to indicate that it is owned and operated by Contractor. d. Pavement and Utilities. Contractor is responsible for damage to pavement and driving surfaces if collection sites are located on public or private property, other than ordinary wear and tear, if the damage is the result of vehicles exceeding the maximum weight limits allowed by applicable Law or Contractor's negligent operation of vehicles. Customer or KIB may direct Contractor to promptly repair or replace damaged driving surfaces or utilities or repair and replace them itself or through a third party, to satisfaction of customer or KIB, as the case may be. Contractor will reimburse customer for his or her costs of repair or replacement and KIB or City of Kodiak the reimbursement costs of repair or replacement. Contractor is responsible for damage to public and private utilities, whether located on public streets or property or private property, if damage is the result of the inattention, Residential and Commercial Solid Waste Collection Contract FY2019-25 Pane 32 of 99 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 44 of 318 AGENDA ITEM #10.A. 8/30/2024 Version DRAFT carelessness, or negligence of Contractor e. Damage to Property or Personal Injury. Contractor shall not intentionally or negligently cause damage to property or personal injury in conjunction with the provision of Contract Services. Contractor agrees to repair or replace any property that sustains damage as a result of Contractor's negligence during the course of its performance of the Contract Services, whether the property is public or private, to the satisfaction of the owner, and will reimburse to the satisfaction of an injured individual, the cost of any personal injury caused by the negligent or willful acts or omissions of Contractor. Notwithstanding any rights KIB may have in such instances for breach of contract and to Indemnification by Contractor, any and all disputes between Contractor and any other Person regarding damage to private property or any other injury arising out of Contractor's negligence or willful misconduct are civil matters between the Contractor and that Person. 9.09 Billing and Accounting Practices. a. Customer Billing and Fee Collection. (1) Service Fees and Surcharges. Contractor will provide billing and bill collection services at the time and in a manner satisfactory to KIB, consistent with the Contractor Service Fee Schedule, Senior Discount, Adjusted Tonnage Amount, and any other fees directed by KIB. (2) KIB Fees. (i) Amount. On behalf of KIB, Contractor will charge Customers a fee or fees in the amount directed by KIB. Contractor will not separately itemize that fee or fees on invoices to Customers or any other correspondence with Customers, unless authorized by KIB. (ii) Recording Fees. Upon receipt of any Customer's payment of fees for Contract Service, Contractor will simultaneously record receipt of KIB' s fees in separate accounts within Contractor's detailed general ledger. Those fees belong to KIB and not to Contractor. (iii) Remitting Fees to K/8. Contractor will remit to KIB amounts equal to KIB's fees at the time directed by KIB. Contractor may retain the remaining amounts received from Customers as compensation for fully and timely satisfying Contractor 's obligations under this Agreement. b. Customer Service Subscription. (1) Form and Content. Before commencing Contract Service for a new Customer, or changing Contract Service levels or frequency for an existing Customer, Contractor will provide the Customer with a written Subscription Summary. Contractor may include a waiver of damage liability and/or Customer indemnity in connection with Collection on a Customer's private driveway or pavement in form and content satisfactory Residential and Commercial Solid Waste Collection Contract FY2019-25 Page 33 of 99 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 45 of 318 AGENDA ITEM #10.A. 8/30/2024 Version DRAFT to KIB. (2) Service Requests. Contractor will accept Customer's requests for commencement of or changes in regular or special Contract Service by phone, mail, fax, orE-mail. (3) Copies. Contractor will provide KIB with a copy of any Subscription Summary promptly upon request. SECTION 10: RECORDKEEPING AND REPORTING 10.01 Acknowledgement. Contractor understands and acknowledges that KIB shall have a right to review certain Contractor's Records, and to receive Reports, for various reasons including: a. The enforcement of Customers' rights; b. The evaluation of Contractor's performance of its duties pursuant to this Contract; c. To preserve KIB's right to performance of Contractor's Performance Obligations, or to ensure that a third Person or Subcontractor performs its duties pursuant to this Contract; and, d. To confirm and/or determine the amount of any Contractor Payment Obligation 10.02 Records. a. Maintenance. Contractor will keep accurate and complete Records. b. Preservation and Retention. Unless otherwise directed by KIB, specified in this Contract, or mandated by Applicable Law, Contractor will preserve and retain all Records related to Its Performance Obligations for the full Contract Term, including any extensions, and for at least two (2) years following the Termination Date. c. KIB Right to Inspection and Audit of Contractor Records. (1) Location. (i) Contractor acknowledges the KIB's right of inspection, but such inspection shall be of the KI B's own actions and efforts. (ii) Inspection or Audit at Contractor's Office. Upon at least seven (7) days' prior written request, Contractor will make the Records available to KIB or its designees for inspection, review, or audit at Contractor Office during Contractor Office Hours. (2) Scope of KIB's Right to Inspect or Audit. Residential and Commercial Solid Waste Collection Contract FY2019-25 Page 34 of 99 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 46 of 318 AGENDA ITEM #10.A. 8/30/2024 Version DRAFT KIB shall have a right to inspect any of Contractor's Records related to Contractor's execution of its Performance Obligations at any time with reasonable notice, and to complete an audit of such Records once per Contract Year. KIB's right to inspect or audit include, but are not limited to, Records pertaining to: (i) Customer Special Service Surcharges that Contractor charged to and collected from Customers; (ii) Contract Fees (iii) Tonnage of Solid Waste Collected, Processed, Diverted or Disposed; (iv) Customer complaints; and, (v) Other Records necessary to confirm Contractor's compliance with its Performance Obligations. 10.03 Reporting. a. Annual Report. Contractor will submit a complete Annual Report to KIB no later than April 30 X15 of each Contract Year, which shall address the preceding Calendar Year. At a minimum, the Annual Report shall include the following information: (1) Number of personnel employed by Contractor during reporting period, and a description of how many personnel are assigned to specific functions (e.g., drivers, mechanics, administration); (2) Number of Vehicles by type (3) Number of Containers in service, identified by size of container; (4) Location of residential Roll -Off Containers; (5) Disposal load count, weight, and cost for C&D, Commercial MSW, Residential MSW, metal, trash; (6) Annual summary ofquarterly Recycling reports; and, (7) Contractor Recommendations. b. Monthly Meeting. Contractor shall participate in a monthly meeting with KIB at a time and location of KIB's choosing. 10.04 Financial Records and Reports. a. Maintenance of Records. (1) Content. Contractor will maintain in Contractor's Office accurate and complete financial Records of the following: (i) Customer receipts; Residential and Commercial Solid Waste Collection Contract FY2019-25 Page 35 of 99 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 47 of 318 AGENDA ITEM #10.A. 8/30/2024 Version DRAFT (ii) Payments to KIB (including Contractor Payment Obligations, such as any Contract Fee); and, (iii) Costs and expenses associated with satisfying Performance Obligations, whether by Contractor, its Subcontractor, or another Affiliate. Contractor may maintain financial Records associated with Goods or Services provided by an Affiliate in the office of the Affiliate but will provide KIB with a copy ofthose Records within ten (10) days of KIB request. (iv) Form. Contractor will maintain its financial Records on an accrual basis and in accordance with Generally Accepted Accounting Principles. Such Records shall set forth financial information regarding Contractor's operations under this Contract separately from any other operations under other contracts or in other locations, as if Contractor were an independent entity providing service only to KIB. SECTION 11: CONTRACTOR SERVICE FEE AND SPECIAL SURCHARGES 11.01 Contract Service Fee Schedule. Contractor Service Fees adopted by KIB as of the Contract Commencement Date are appended for convenience of the Parties to this Agreement. KIB may amend these Fees pursuant to Applicable law, and consistent with this Agreement. Amended Fees will automatically be deemed to apply to this Contract without any further action. Contractor is deemed to have knowledge of Applicable Law, including KIB resolutions and ordinances. However, for convenience of administering this Contract, the Parties may from time to time amend this Section by attaching the most recent dated current Contractor Service Fee resolution or ordinance to this Section. In addition, if a Customer Requests Service of a capacity and/or frequency not provided in the Contractor Service Fees adopted by KIB, Contractor may charge an appropriate Fee for that service following KIB approval and Customer agreement. a. Amounts Paid by Customers for Subscribed Service. Contractor may charge Contractor Service Fees to Customers as compensation for providing Contract Services in compliance with all Performance Obligations. The Contractor Service Fee will not change except under Section 11.03. The Tonnage Adjustment Amount will be added to or subtracted from the Contractor Service Fee under Section 11.03(b). b. Amounts Paid by KIB for Senior Discount. On each July 1 (or other day designated by KIB but no less frequently than annually) KIB will pay Contractor the aggregate amount of Senior Discounts that Contractor gave Customers during the period beginning April 1 of the prior year and ending March 31 of that year (or period commensurate with another payment date designated by KIB). c. IResidential Roll -Off Clean Up Costs shall be compensated by a one-time charge of $4.93 to each customer utilizing a roll -cart and self -haul Residential and Commercial Solid Waste Collection Contract FY2019-25 Page 36 of 99 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 48 of 318 8/30/2024 Version DRAFT customerwhich will appear on their April 2021 invoice, and on the January invoice for subsequent years. This fee will be adjusted annually on January 1, based on the actual cost of the twelve-month period from November 1 -October 31 preceding the January 1 charge. Actual cost will be determined based upon the costs of picking up any litter and trash around residential roll -off containers, not including bulky items which are too large to fit in a trash bag or any hazardous materials, for a distance of 20 feet to be charged in 1 -minute increments of time, for a fee of $1.00. At the end of each month, Alaska Waste will provide KIB with copies of route sheets to document actual time spent, along with a summary of those sheets. Contractor Service Fee For ROLL -CART Service Container Monthly Service Fee Senior Discount 96 -gallon Bear -Resistant Roll Cart $49.25 $42.25 (-$7.00) Each additional Roll Cart 119.25 $42.25 (-$7.00) Surcharges for ROLL -CART Services Description Section Amount Re -Delivery Fee for remedy 6.02 $50.00 of non-payment of roll -cart services, removal after ninety 90 days. Extra Bag Fee 9.05 $6.87 per additional bag Contractor Service Fee Surcharges for SERVICES shall not exceed Activity Contractor Service Fee (per occurrence) On-call Collection of Bulky Waste $20.00 per call (not item) plus Direct Cost of Disposal Distance Charge $3.50 per mile beyond United States Coast Guard base Rollout Service for Non -Eligible $7.36 Customers - Initial 30 feet or fraction Rollout Service for Non -Eligible $6.13 Customers - Each additional 30 feet Residential and Commercial Solid Waste Collection Contract FY2019-25 Page 37 of 99 AGENDA ITEM #10.A. Commented [PV6]: From Amendment #1 Contract No. FY2019-2513, Amendment #2, With Waste Connections of Alaska,... Page 49 of 318 8/30/2024 Version DRAFT Beginning 7 months after Collection Commencement Date, replacement of Cart in excess of once per calendar Year. $25.00 plus Direct Cost of Cart Bear lock for Customers in portion of Contract Service Area not required to have bear locks Contractor to provide all bear resistant roll carts - No initial Customer Charge Lock Bar on dumpster $25.00 to install, plus Direct Cost of Lock Bar according to the applicable current market value of a lock -bar, no charge thereafter Re -Delivery Fee for remedy of non- $50.00 per roll -cart re -delivered $75.00 per roll -off or front load dumpster payment of services. Roll -carts removed after ninety (90) days, re -delivered. Dumpsters removed after sixty (60) ter Clean -Up Costsl r $5.00 Residential and Commercial Solid Waste Collection Contract FY2019-25 Page 38 of 99 AGENDA ITEM #10.A. Commented [PV7]: From amendment #1 Commented [PV8]: *Added in new table above, but wanted to show there would be no duplication. Contract No. FY2019-2513, Amendment #2, With Waste Connections of Alaska,... Page 50 of 318 8/30/2024 Version DRAFT 0©000 -- -- - - - - - - -- - --- - ---..... . -- - Surcharges for DUMPSTER Services New Service Delivery Fee 16.02 Limits. (outside City Limits each delivery will equal a full haul fee for that size of dumpster) $55 per Front Load Dumpster Residential and Commercial Solid Waste Collection Contract FY2019-25 Page 39 of 99 AGENDA ITEM #10.A. Commented [PV9]: From Amendment #1 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 51 of 318 Contractor Monthly Service Fee for DUMPSTERS Dumpster Number of Dum sters Scheduled Tips Per Week Size — 12 – – 3 – 4 – 5 – 6 – Extra Pickup 2 -yard 313.42 $626.85 $940.27 $1,253.70 $1,567.12 $1,880.53 $83.24 2.6 -yard $418.65 $837.30 $1,255.96 $1,674.61 $2,093.26 $2,511.89 $111.19 3 -yard $488.80 $977.59 $1,466.39 $1,955.19 $2,443.99 $2,932.79 $129.82 3.6 -yard $578.26 $1,156.52 $1,734.78 $2,313.04 $2,891.30 $3,469.58 $153.58 4 -yard $637.91 $1,275.81 $1,913.71 $2,551.61 $3,189.52 $3,827.45 $169.42 5 -yard $747.91 $1,495.82 $2,243.73 $2,991.64 $3,739.55 $4,487.45 $198.64 5.5 -yard $802.91 $1,605.81 $2.408.71 $3,211.62 $4,014.52 $4,817.45 $213.24 6 -yard $857.91 $1,715.82 $2,573.72 $3,431.63 $4,289.54 $5,147.45 $227.85 8 -yard $1,093.17 $2,186.35 $3,279.52 $4,372.70 $5,465.87 $6,559.02 $290.33 Contractor Service Fee for multiple dum sters is equal to the above scheduled amounts multiplied by the number of dum sters. 0©000 -- -- - - - - - - -- - --- - ---..... . -- - Surcharges for DUMPSTER Services New Service Delivery Fee 16.02 Limits. (outside City Limits each delivery will equal a full haul fee for that size of dumpster) $55 per Front Load Dumpster Residential and Commercial Solid Waste Collection Contract FY2019-25 Page 39 of 99 AGENDA ITEM #10.A. Commented [PV9]: From Amendment #1 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 51 of 318 813012024 Version DRAFT Non -Collection return for 9.05 Fee corresponding to container size as pick-up fee outlined as "Extra Pick -Up" in the table titled "Contractor Monthly Service Fee for Dumpsters". Re -Delivery Fee for remedy of 6.02 $75 per Roll -Off or Front -Load Dumpster non-payment of services $213.61- after sixty (60) days. Overage Fee 6.02 $42.75 per extra yard serviced. Change in size and number 6.02 $0.00 per exchange per Dumpster of Dumpsters, not more frequently than once per Contract Year Lock Bars on Dumpster(s) 6.02 $25.00 to install,plus Direct Cost of Lock fee (if applicable) Bar according to applicable current market value of lock bar, no charge thereafter. Commercial Dum ster Repair 6.06 $150 per hour, plus cost of materials. Shop Rate Residential Roll -Off or Additional Set -Out Fee 6.03.b. Roll -off Rate per size on "Contractor Monthly Service Fee for Roll -Off Services" Contractor Monthly Service Fee for Roll -Off Service 10-20 cubic 30-40 cubic 10-20 cubic yard 30-40 cubic yard yards yards Compactor Compactor $160.63- $213.61- 160.63$161-:44 per haul $213.61$21-4-.69 per $-1-6-1-:44 per $214.69 plus disposal fee plus haul plus disposal fee haul plus disposal fee $21.25 disconnect fee (if plus $21.25 disconnect disposal fee plus disposal applicable) fee (if applicable) fee Residential and Commercial Solid Waste Collection Contract FY2019-25 Page 40 of 99 AGENDA ITEM #10.A. Commented [PV101: From Amendment #1 Contract No. FY2019-2513, Amendment #2, With Waste Connections of Alaska,... Page 52 of 318 8/30/2024 Version DRAFT Contractor Monthly Service Fee for Cardboard Recycling Service 10 cubic yards 20 cubic yards 30 cubic yards 40 cubic yards 160.63$-&1-44 160.634-1-& 4 JL13.61$244 5 213.61$244-.69 fee per pull fee per pull fee per pull fee per pull 11.02 Contractor's Cost Covered By Service Fee. a. The Contractor Service Fee includes all Contractor's direct costs, indirect costs, as well as any profit or return on investment for providing Contract Services, including the following: (1) Labor, including wages and fringe benefits, drivers, Customer service personnel, supervisors, and administrators; (2) Acquisition, repair and maintenance of Contract Service Assets, Including buildings grounds, and Vehicles; (3) Tools and supplies; (4) Fuel and utilities; (5) Insurance premiums and fees for the Letter of Credit or any further assurance of performance; (6) Taxes; (7) Securing and maintaining Permits and complying with Applicable Law; (8) Fines and penalties for violation of Permits or Applicable Law; (9) Handling Unpermitted Waste discovered in Solid Waste, including disposal thereof as required by Applicable Law; (10) Negligence or misconduct; (11) Fees imposed by Regulatory Agencies, including any Contract Fee; (12) Fees charged by Solid Waste Management Facilities, such as tipping fees a KIB Landfill; and (13) Any other costs associated with the provision of Contract Services not explicitly compensated by surcharge to Customer or charge to KI B. b. Contractor Service Fee is not adjusted for changes in these costs, except under Section 11.03. Reference in this Contract to providing Contract Services "without surcharge" or similar language does not infer that absence of those words, "without surcharge", elsewhere in this Contract, means that Contractor is entitled to either of the following: (1) Compensation in addition to the Contractor Service Fee listed on the Contractor Service Fee Schedule; or, (2) Reimbursement of Direct Costsor Contractor's Reimbursement Costs. Residential and Commercial Solid Waste Collection Contract FY2019-25 Page 41 of 99 AGENDA ITEM #10.A. -- Commented [PV11]: From Amendment #1 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 53 of 318 8/30/2024 Version DRAFT 11.03 Adjustment of Contractor Service Fee. a. Adjustment events and timing. The Contractor Service Fee will be upon direction of the KIB, in its sole discretion. b. Annual Adjustment On July 1, 2020, and each following July 1, the Contractor Service Fee will be adjusted so as to make it equal to the Contractor Service Fee that is in effect during the prior Contract Year (or portion of that Contract Year), plus or minus the Weighted Adjustment Percentage times that Contractor Service Fee. Between April 1 and April 15 of each Contract Year, Contractor will prepare a statement setting forth Contractor's detailed calculation of Contractor's requested annual adjustment in Contractor Service Fee in the form of the following examples or other format prescribed by KIB (see, for example, subsection hl). The calculation of disposal component shall be made based upon the estimated change in the disposal cost proposed as provided by the Borough Manager or designee. Contractor's statement is for convenience of KIB but is not binding on KIB. KIB may make corrections or adjustments to that statement. After final Assembly approval of any change in disposal rates the disposal component adjustment shall be modified accordin I he method used to calculate the annual service fee adjustment is set forth in the following subsection c. c. Calculation of Annual Service Fee Adjustment. The annual adjustment will be calculated for five Collection Rate Cost Components and Recycling as follows: (1) Collection & Administrative Cost Component: Annual Changes in the CPI. The operational component identified by the Contractor for each level of service will be adjusted by 75% of the CPI percent change from second half of one year to the next (i.e., from the second half of year n-1 to the second half of year n, with n being the most current year available), but no greater than 5%, as confirmed by KIB. "CPI" means the second half consumer price index (CPI -U) for Anchorage, Base Period 1982-84=100, Series ID: CUUSA427SAO, not seasonally adjusted, as published by the U.S. Department of Labor, Bureau of Labor Statistics at www.bls.gov. (2) Fuel Cost Component: Annual Changes in the PPI. The fuel component identified by the Contractor for each level of service will be adjusted by 75% of the PPI percent change from February to February (i.e. from February of year n-1 to February of yearn with n being the current year), but no greater than 5%, as confirmed by KIB. "PPI" means the annual Producer Price Index for No. 2 diesel fuel, Base Period 1982=100, Series ID: WPU057303, not seasonally adjusted, as published by the U.S. Department of Labor, Bureau of Labor Statisticsatwww.bls.gov. Residential and Commercial Solid Waste Collection Contract FY2019-25 Page 42 of 99 AGENDA ITEM #10.A. Commented [PV12]: From Amendment #1 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 54 of 318 AGENDA ITEM #10.A. 8/30/2024 Version DRAFT (3) Fixed Cost Component: No Change Over the Initial Contract. The fixed costs identified by the Contractor for each level of service will not be adjusted and remain constant over the term of the initial contract. These costs include, but are not limited to vehicle depreciation, leases, cart, and container rent (as necessary to maintain containers provided to Contractor at the start of this contract, and for any new containers purchased by the Contractor). (4) Disposal Cost Component: Change in Disposal Fee and Tonnage Per Customer. The disposal cost identified by the Contractor for each level of service will be adjusted by 100% of the change, if any, in the tonnage rate charged Contractor at KIB Landfill (compared to the rate in effect when the RFP was issued October 2018 April , a 'n' Q .�), and for the ,...-- Commented [PV73]: From Amendment #1 change, if any, in the ratio between tons disposed and the number of customers served (compared to the ratio as calculated in October 2018 on April15,2018). (5) Profit: No Change Over the Initial Contract. The percentage of profit (operating margin) identified by the Contractor for each level of service will not be adjusted and remain constant over the term of the initial contract. Profit is calculated as a percentage of the total Collection rate. (6) Recycling: Annual Changes in the CPI. The Contractor Service Fee for Recycling will be adjusted by 75% of the CPI percent change, if any, from second half of one year to the next (i.e., from the second half of year n-1 to the second half of year n, with n being the most current year available), in the CPI during the period commencing April 1 of the previous year and ending March 31 of the current year, but no greater than 5%, as confirmed by KIB. d. Summary of Service Fee Adjustments. The following table summarizes the Contract Service Fee adjustments for each Collection Rate Cost Component: Rate Cost Component Adjustment 1) Collection and Administrative Costs CPI 2) Fuel PPI 3) Fixed Cost Fixed 4) Disposal Cost Tonnage rate and tons per customer 5) Profit % of Rate Total Collection Rate Sum of Above e. Adjustment for Changes in Operations. As soon as possible following agreement of the Parties under Section 14, the Contractor Service Fee will be adjusted for a change in Contractor's Direct Costs of providing Contract Services due to changes in Performance Obligations. To the extent permitted by Applicable Law, an adjustment will reflect Contractor's costs from the date incurred. The Contractor Service Fee will not otherwise be adjusted (for example, no adjustment will occur for any changes in the price of fuel). Residential and Commercial Solid Waste Collection Contract FY2019-25 Page 43 of 99 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 55 of 318 AGENDA ITEM #10.A. 8/30/2024 Version DRAFT f. Rounding. (1) Calculations. Interim calculations shall be rounded to the nearest hundredth I.e., 0.499 and 0.510 shall be rounded to 0.50, excepting percentage changes used in calculations, which shall be rounded to the nearest hundredth percent i.e., 0.50% (2) Dollars. The final adjustment in Contractor Service Fee shall be rounded to the nearest penny. g. No Adjustment if Any Breach or Default Remains Uncured. The Contactor Service Fee will not be adjusted upwards if Contractor has Breached this Agreement or Defaulted on any Performance Obligation, and such Breach or Default remains uncured: h. Example Calculations of Annual Adjustments in Contractor Service Fee. The following is an example of how annual adjustments to the Contractor Service Fee will be calculated. The escalation, tonnage, and dollar amounts shown are examples only. (1) Annual adjustment of Collection and Administration Cost Component Due to Change in CPI. 2nd half, current year- 1 223.83 Calculation of/. 211 half, current year- 2 220.62 change in CPI Percent Change 1.45% (not more than 5%) Portion of% chane 75% 1.09% (2) Annual Adjustment of Fuel Cost Component Due to Change in PPI. Calculation of change in PPI February, current year 120.5 February, current year 122.3 Percent Change -1.47% (not more than 5%) Portion of% change 75% -1.10% Residential and Commercial Solid Waste Collection Contract FY2019-25 Page 44 of 99 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 56 of 318 8/30/2024 Version DRAFT (3) Disposal Cost Adjustment EXAMPLE ONLY Row 2018 1 2019 1 2020 2021 Tonnage Rate Adjustment 1 Base Tonnage Rate ($/ton 62 when proposal submitted $398 $398 $398 2 Tonnage Rate in next contract year (July 1 - June 30) Percent increase (decrease) 9.94%- 9.94%- 9.94%- 3 from contract start Disposal Ton -per -Customer Adjustment 4 Prior year tons, actual 8,588.19 8,766.58 8,843.25 8,972.45 (January 1 - December 31 5 Customer actuals (as of April 3,115 3,150 3,245 3,240 6 Ratio, tons / customer 2.757 a.1sa 2.783 2.725 2.769 7 Percent increase (decrease) 0.94% -1.16% 0.44% from contract start Disposal Cost Component Adjustment, effective Jul 1 8 (1 + Row 3) x (1 + Row 7) - 1, 10.98%- 8.67%- 10.43%- rounded to hundredths �,GG 9.61% 9 Disposal Cost Component $14.83 16.4 $17.89- $4� 19.75 Note: All numbers shown are examples (not Actuals) shown for illustrative purposes. Green cells with bold and italic text are the contract start, which is used as the basis for calculations in all future years. Yellow cells are data that would be input each year based on tonnage rate, customer accounts, and scale house records. Tonnage Rate refers to the disposal cost at KIB landfill per ton of solid waste. Customer Actual refers to the Customer Count (See definition of "customer count') ernal�ll mffs %vhPr�ustnrner billed for the ntugleclef dspeisal. All rnbeFs shewR are examples (Ret aGtu ls) 6hewn fee illu6tFatiye p "'YY `"' In this example, the disposal component of rates in initial proposal would be adjusted by 10.98% 0.64% to take effect on the contract start date. The initial proposal rates would be adjusted by 8.67% 7.27% and would take effect on July 1, 2020, and 10.43% 9.01% on July 1, 2021. Residential and Commercial Solid Waste Collection Contract FY2019-25 Page 45 of 99 AGENDA ITEM #10.A. Commented [PV14]: From Amendment #1 -From From Amendment #1 Commented [PV16]: From Amendment #1 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 57 of 318 AGENDA ITEM #10.A. 8/30/2024 Version DRAFT (4) Example Application of Annual Update to Rate Components. Cost Components Rate Component Proposed Rate Next Year Adjustment Rate Adjustment Rate Method s Collection and Administrative Costs CPI$13.57 $0.15 $13.72 Fuel Fuel PPI $3.30 ($0.04) $3.26 Fixed (rent, depreciation, lease) Niflt o inflators $9. 00 $0.00 $9.00 Disposal Cost (Pass Tonnage rate and $14.83 $0.84 $15.67 Through) tons/customer Subtotal $40.70 $0.95 $41.65 Profit (7.5% of Rate) $3.30 $0.08 $3.38 Example Rate $44.00 $1.03 $45.03 (5) Adjusted Contractor Service Fee. The adjusted contractor service fee will be the current rate plus the sum of the rate adjustments. SECTION 12: MISCELLANEOUS PERFORMANCE OBLIGATIONS 12.01 Compliance With Applicable Laws. In General. All actions taken by Contractor under this Contract shall comply with all Applicable Laws. No Performance Obligation may be construed to relieve Contractor of any obligations imposed by Applicable Law. Contractor shall acquire and maintain in good standing all permits, licenses, and other entitlements necessary to complete its Performance Obligations. If a Permit issued by KIB remains in effect after the expiration or termination of this Contract, Contractor nevertheless may not operate within KIB for collection of Solid Waste formerly collected under this Contract. THIS PROHIBITION WILL SURVIVE THE TERMINATION OF THIS CONTRACT and KIB may seek specific enforcement of this prohibition pursuant to the provisions of this Agreement and as otherwise authorized by law. At least sixty 601 days prior to the Contract Commencement Date, and thereafter as requested, Contractor shall promptly deliver to KIB copies of any and all Permits, as well as other documentation, sufficient to evidence that Contractor has complied with all permitting and licensing requirements mandated by Applicable Law. Contractor shall pay all taxes pertaining to its Performance Obligations under this Contract. Ib. No Limitation on Duty to Comply. References in this Contract to particular provisions or requirements of Applicable Law may not be construed to limit Contractor's obligation to comply with all provisions of Applicable Law. Those references are intended to facilitate Contractor's satisfaction of its Performance Obligations and KIB's administration and specific enforcement of this Contract. Those references may not be construed to constitute lack of Contractor obligation to comply with other provisions or requirements of Applicable Law that are not specifically referred to or cited in this Contract. If any provision of this Contract is more stringent than Applicable Law, Contractor will comply with that provision. Residential and Commercial Solid Waste Collection Contract FY2019-25 Page 46 of 99 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 58 of 318 AGENDA ITEM #10.A. 8/30/2024 Version DRAFT c. Fines and Penalties. Contractor is solely liable for all fines and penalties that are imposed due to Contractor's actions, including fines and penalties that are the result of Contractor's Violation of Applicable Law. Contractor will not seek reimbursement from KIB or any Customer for any fines or penalties so imposed. Contractor will inform KIB within 24 hours upon receiving any violations, fines or penalties. d. Contractual Obligations. All Applicable Laws are incorporated in this Contract by reference as if set forth fully herein, and Contractor's compliance with such shall be construed as part of Contractor's Performance Obligations. If any Applicable Law is inconsistent with this Contract, the more stringent will apply. (1) Breaches. In addition to or in lieu of prosecuting violations of the KIB Code as misdemeanors, infractions, or other manner provided under the KIB Code, KIB may enforce Contractor's obligations under Applicable Law (Including the KIB Code) in the same manner as it may enforce Contractor's other contractual obligations under this Contract (including specific performance and as Breaches subject to cure), whether or not noncompliance with those provisions of Applicable Law has become a Violation. Neither prosecution of Contractor for noncompliance with Applicable Law nor enforcement of Applicable Law shall be a condition precedent to enforcing those Performance Obligations. In determining whether or not Contractor is in noncompliance with those provisions, the standard of proof applicable to breach of contract will apply. KIB has no obligation to enforce any Applicable Law. (2) Violation. Contractor's Violation of Applicable Law is a Default subject to contest pursuant to Section 1 5o this Contract. e. KIB's Protection of Public Safety, Health, and Welfare. Contractor acknowledges that KIB is authorized to make all necessary and reasonable rules and regulations regarding all aspects of MSW Management Services to protect the public's health, safety, and welfare. No provision in this Contract may be deemed to limit KIB's power to take any action that KIB, in its sole discretion, deems necessary or appropriate to protect the public's safety, health, and welfare. f. Compliance With KIB Code. Contractor must comply with the KIB Code, subject to possible adjustments in Contractor Service Fee in the event of Changes in Law. Contractor warrants and represents that it is fully acquainted with the provisions of KIB Code. Contractor must pay Liquidated Damages with respect to non-compliance with specified provisions of the KIB Code, including failure to remedy any Violation of KIB Code within five (5) days of the date of notice of Violation, and in the event of conviction of a Violation. g. Inspection or Audit at Contractor's Office. Upon at least seven 71 days' prior written request, Contractor will make the Records available to KIB or its designees for inspection, review, or audit at Contractor Office during Residential and Commercial Solid Waste Collection Contract FY2019-25 Page 47 of 99 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 59 of 318 AGENDA ITEM #10.A. 8/30/2024 Version DRAFT Contractor Office Hours. 12.02 Contractor's Personnel. a. Identification, Appearance, and Conduct. Contractor will train and require each of its personnel to present a neat, tidy, and orderly appearance, and shall require those personnel responsible for Collecting, Delivering, and Disposing of Refuse or Recyclables to wear uniforms and safety vests identifying them as Contractor's employees. Employees shall be directed to conduct themselves in a courteous manner, refrain from using loud or profane language while on duty, and to perform Collection in as quiet a manner as possible. b. No Gratuities. Contractor will not permit its personnel to demand or solicit, directly or indirectly, any additional compensation or gratuity from any Customer or member ofthe public. c. Compliance with OSHA. Receipt of a citation or failure -to -abate notice from the State Division of Occupational Safety and Health or any other similar Regulatory Authority shall constitute a Breach ofthis Agreement. 12.03 Communication With KIB. a. KIB Point of Contact All official communications from Contractor to KIB regarding this Agreement, or any of the Parties' respective rights and obligations thereunder, shall be directed to the Project Manager. b. Responsiveness to KI B. (1) Telephone Calls. Contractor will return any telephone calls it receives from KIB, to the individual who made that call, no later than the next KIB Business Day. (2) Meetings. Within one week of oral or written direction by KIB, Contractor will meet with KIB during KIB Office Hours at the location directed by KIB. (3) E-mails. Contractor will respond to all e-mails from KIB within two (2) KIB business days. (4) Written Correspondence. Contractor will respond to written correspondence from KIB within one week of receipt, or at such other time as maybe specified by KIB. SECTION 13: INDEMNIFICATION, INSURANCE, LETTER OF CREDIT 13.01 Indemnification. a. Contractor's Agreement to Indemnify KIB. To the extent allowable under Applicable Law, Contractor agrees that it will Indemnify and hold harmless, Residential and Commercial Solid Waste Collection Contract FY2019-25 Pane 48 of 99 Contract No. FY2019-2513, Amendment #2, With Waste Connections of Alaska,... Page 60 of 318 AGENDA ITEM #10.A. 8/30/2024 Version DRAFT defend with counsel approved by KIB, and release KIB and KIB's Related Parties from and against all Liabilities and Losses paid, incurred or suffered by, or asserted against, KIB or KIB's Related Parties arising out of or in connection with this Contract, including in connection with any alleged failure of KIB or KIB's Related Parties to enforce provisions of this Contract or of Applicable Law. Contractor understands and acknowledges that this is intended to operate as an agreement pursuant to 42 U.S.C. Section 9607(e), and any corresponding provisions of the laws of the State of Alaska, to insure, release, protect, hold harmless and indemnify KIB from Liabilities and Losses set forth herein. b. Indemnity for Liabilities and Losses Arising from Contract Services. Contractor's Indemnity is limited to Liabilities and Losses resulting from Contract Services provided by Contractor from the Contract Commencement Date through the Termination Date. However, CONTRACTOR'S OBLIGATIONS UNDER THIS SECTION SHALL SURVIVE THE EXPIRATION OR TERMINATION OF THIS CONTRACT. c. Reimbursement of Enforcement Costs. If Contractor fails to pay any Indemnities and that failure results in any costs to KIB, within fifteen (15) days of KIB request, Contractor will pay KIB's Reimbursement Costs. 13.02 Required Insurances. Coverage Requirements. Without limiting its Indemnities, Contractor will secure and maintain insurance coverage meeting the requirements in this Section. KIB may require Contractor to secure and maintain larger amounts or types of coverage If it compensates Contractor the Direct Costs of the additional premium for that coverage under Section 11.02. Contractor may use a combination of primary and excess insurance coverage to satisfy these requirements. KIB may reduce insurance requirements If it determines that the reduction is in KIB' s best interest. Each liability policy must provide contractual liability coverage for Contractors Indemnities, including any necessary endorsement, schedule, or otherdocumentation. (1) General Liability Insurance. Written on ISO policy form CG 00 01 (occurrence) or its equivalent (and not CG 00 02 claims made) with limits of not less than the following: General Aggregate: $4 million Products/Completion Operation Aggregate: $4 million Personal and Advertising Injury: $1 million Each Occurrence: $2 million (2) Liability Coverage for Pollution Conditions Resulting from Transported Cargo. With a limit of not less than $2 million per occurrence covering Liabilities and Losses that the Contractor becomes legally obligated to pay as a result of claims for bodily injury, property damage, cleanup costs and other fines, fees or expenses assessed by federal or state agencies, KIB, or third parties, which result from pollution conditions caused by transported cargo, including waste. For the purposes of this Residential and Commercial Solid Waste Collection Contract FY2019-25 Page 49 of 99 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 61 of 318 AGENDA ITEM #10.A. 8/30/2024 Version DRAFT subsection, "pollution conditions" includes the dispersal, discharge, release, or escape of any solid, liquid, gaseous or thermal irritant or contaminant - such as smoke, vapors, soot, fumes, acids, alkalis, toxic chemicals, medical waste, and waste materials - into or upon land, any structure on land, the atmosphere, or any watercourse or body of water, including groundwater, provided the conditions are not naturally present in the environment in the amounts or concentrations discovered Contractor's general liability policy may be endorsed to provide for this pollution liability coverage. (3) Automobile Liability Coverage. Such insurance coverage shall be: written on ISO policy forms CA 00 12 or CA 00 20 (or their equivalent) with a limit of liability not less than $2 million for each accident endorsed to delete the pollution and/or the asbestos exclusion and include pollution liability (using form CA 99 48 or its equivalent) for accidental spills and discharges while transporting and/or processing materials; and, must cover all Vehicles that Contractor operates on public roads. (4) Financial Responsibility Coverage. If Contractor is subject to federal regulations, Contractor also will maintain any other coverage necessary to satisfy state or federal financial responsibility requirements. (5) Workers' Compensation and Employers' Liability. Contractor shall maintain coverage that meets the following requirements: (i) Workers' compensation benefits required by Applicable Law (including the State Labor Code or by any other state labor law), and for which Contractor is responsible; and, (ii) Employers' Liability coverage with limits of not less than the following: Each Accident: $1 million Disease — policy limit: $1 million Disease — each employee: $1 million b. Insurer Qualifications Contractor will secure insurance provided by an insurer that: (1) Is deemed acceptable by KIB; (2) Is an admitted company authorized to do business in the State of Alaska; (3) Has a size category of II or larger by AM. Best Company, Inc.; and (4) Has a rating of A or better by AM. Best Company, Inc. c. Insurance Coverage Requirements for Subcontractors. Contractor will insure each subcontractor performing contract services or transportation of solid waste by providing evidence that either: Residential and Commercial Solid Waste Collection Contract FY2019-25 Page 50 of 99 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 62 of 318 AGENDA ITEM #10.A. 8/30/2024 Version DRAFT (1) Contractor is maintaining insurance required by this section covering the activities of the subcontractor; or, (2) The subcontractor is maintaining insurance itself. d. Evidence of Coverage. Contractor will provide certificates of insurance endorsements, schedules and other evidence of insurance coverage requested by and acceptable to KIB at the following times: (1) On or before Contract Commencement Date, (2) With submission of each Annual Report, (3) Promptly upon renewal of policies, and (4) Within ten (10) days of KI B's request. e. Certificates of Insurance. Contractor will provide certificates (or other evidence of coverage) containing, at a minimum, the following information with respect to Contractor and any subcontractor; (1) Contract Name. Certificates of Insurance must explicitly identify this Contract (for example, Under Description of Operations) and if necessary to secure contractual liability coverage as an "insured contract" or otherwise, including a schedule or endorsement that specifically identifies this contract as: Kodiak Island Borough Residential and Commercial Solid Waste Collection and Recycling Services Contract. (2) Policy Details. Coverage type(s), policy numbers, policy effective and expiration dates, policy limits, and identification of each required insurance services office (ISO) policy form or confirmation of its equivalency to ISO policy forms required under this contract (such as "auto liability ISO from CA 00 12). Where this contract does not require a specific ISO policy form, the certificate of insurance must specifically reference the required type of coverage (such as "pollution liability" under Type of Insurance — Other) together with a summary description of its coverage (such as "pollution conditions caused by transported cargo" under Special Provisions); (3) Thirty -Day Cancellation Notice Requirement. Certificates of Insurance shall contain the express condition that KIB must be given written notice by mail at least thirty (30) days in advance of cancellation for all policies evidenced on the certificate of insurance. Endorsements cannot contain mere "best effort" modifiers or relieve the insurer from its responsibility to give that notice and the CANCELLATION information on the certificate of insurance must delete language such as "failure to do so shall impose no obligation or liability of any kind upon the insurer, its agents or representatives". (4) Deductibles and Self -Insured Retentions. Certificates of Insurance shall identify any deductible and self-insured retention. Upon KIB request, Contractor will reduce any self-insured retention as it applies Residential and Commercial Solid Waste Collection Contract FY2019-25 Page 51 of 99 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 63 of 318 AGENDA ITEM #10.A. 8/30/2024 Version DRAFT to KIB or provide a letter of credit, certificate of deposit or other financial assurance acceptable to KIB guaranteeing payment of all retained losses and related costs and expenses related to investigations, claims administrations, and legal defense. The letter of credit or certificate of deposit must be provided by a bank satisfactory to KI B; and (5) Claims Made. If KIB waives the prohibition on procuring claims made policies and insurance coverage is written on a claims -made form, then evidence is required that the "retro date" is before the Contract Commencement Date. Contractor must maintain that coverage for at least five (5) years after the Termination Date (or longer as required under this Contract). Promptly upon KIB request, Contractor must provide KIB with evidence of that coverage. THIS PROVISION SURVIVES THE TERMINATION OF THIS CONTRACT. f. Endorsements. Contractor must provide copies of the following endorsements or other documentation with respect to Contractor and any Subcontractor satisfactory to KIB: (1) Additional insured endorsement to each liability policy, explicitly adding KIB and its "officers, agents, and employees" as an additional insured party; (2) Waiver ofsubrogation; (3) Establishing Contractor's insurance as primary, with respect to all liabilities arising from Contractor's performance of any and all Contract Services; and, (4) Providing dedicated limits under a liability policy in favor of KIB as an additional insured. g. Schedules. Contractor must provide schedules or other evidence that liability policies of Contractor and any Subcontractor provide contractual liability coverage for Indemnities, such as listing this Contract as an "insured contract". h. Signature Verification. At KIB's request, Contractor must provide documentation verifying that the individual signing or countersigning the certificates, policies, endorsements, or other evidence of coverage of Contractor and any Subcontractor is authorized to do so and identifies his or her company affiliation and title. KIB may require complete, certified copies of Contractor's insurance policies at anytime. i. Notice of claims. If any Person makes a claim against Contractor or any Subcontractor exceeding the amount of any deductibles or self-insured retentions, Contractor will promptly notify KIB ofthe claim. j. Contractor accounting. Contractor will institute a comprehensive accounting system satisfactory to KIB to monitor all insurance requirements under this Contract, including those ofeach ofits Subcontractors. Residential and Commercial Solid Waste Collection Contract FY2019-25 Pane 52 of 99 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 64 of 318 AGENDA ITEM #10.A. 8/30/2024 Version DRAFT k. Contractor compliance. Contractor will comply with all requirements of its insurance policies and insurers. 13.03 Payment Security. Contractor shall provide the following to ensure payment of disposal fees and reimbursement of billing costs incurred by KIB in the event of a Default or Breach by Contractor: a. Performance Bond. Contractor shall provide a Performance Bond to KIB issued by an insurance company approved by KIB to secure payment of delinquent disposal fees in the following principal amounts: (1) During the first contract year: $348,000.00 (2) During the second contract year: $382,000.00 (3) During the remainder of the contract term: an amount equal to 3 months of the average disposal fees paid during the previous contract year. b. Pledged Bank Account. Contract shall deposit with a Bank approved by KIB the sum of $55,000.00 to be used to reimburse KIB for costs it may incur in billing refuse Customers in the event of a Default or Breach by Contractor under this Agreement. KIB shall be named as the only party authorized to make withdrawals from the account, and Contractor shall direct the Bank that holds the account to deliver monthly statements to KIB. Any interest on the account shall be payable to the Contractor. c. Payment Upon Default. (1) In the event that Contractor fails to pay disposal fees when due or is otherwise in Breach or Default of this Agreement, KIB may draw upon the Performance Bond, in one or more drawings, any amounts of money due to KIB but unpaid. (2) KIB may draw on the Pledged Bank Account, in one or more drawings, any reasonable expenses incurred by KIB in the event that, due to Contractor's Default or Breach, KIB assumes responsibility for issuing billing statements to Customers for refuse services. d. Return of Security. 1) The Performance Bond shall terminate, and amounts in the Pledged Bank Account may be paid to Contractor, no earlier than the date upon which KIB issues a certificate stating that: (i) This Contract has expired; or, (ii) This Contract has been terminated for a period of one -hundred and Residential and Commercial Solid Waste Collection Contract FY2019-25 Page 53 of 99 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 65 of 318 AGENDA ITEM #10.A. 8/30/2024 Version DRAFT eighty 1801 days or such other preference period provided under applicable law with respect to Contractor's bankruptcy or insolvency; or, (iii) Contractor has substituted an alternative letter of credit or other security document that KIB, in its sole discretion, has deemed acceptable; and, (iv) Contractor has paid to KIB all amounts to which it is entitled under this Contract. e. Survival of Terms. THIS SECTION 13.03 SHALL SURVIVE THE EXPIRATION OR TERMINATION OF THIS CONTRACT. 13.04 Guaranty Agreement. Any Person that served in any way as the basis for KIB' s evaluation of Contractor's financial strength and creditworthiness as part of Contractor's proposal to KIB must be made a legal, valid, and binding Guarantor of this Contract, and proof of such must be submitted to KIB in a form that KIB deems satisfactory. 13.05 Assurance of Performance. In addition to any other remedies available to KIB pursuant to this Contract or any other applicable laws, it may at its sole discretion demand from that Contractor provide reasonable assurances that it will fully satisfy any of its Performance Obligations, and that such assurances be provided by a specified date, in any of the following instances: a. Labor Unrest. Contractor is the subject of, or is otherwise affected by, any labor unrest, including work stoppage or slowdown, sick-out, picketing, lock- out, or other concerted job action, which continues in excess of six (6) days. b. Insolvency. KIB reasonably determines that Contractor is unable to regularly pay its debts as they become due, as demonstrated by Contractor's failure to pay: (1) Any tipping fee(s) at any Solid Waste Management Facility; (2) Any insurance deductibles or self-insured retention; (3) Any employee's wages; and, (4) Any other bill, such that it becomes delinquent for a period of more than sixty 601 days. c. Monetary Judgments, Penalties, or Fees- Contractor is the subject of fines, penalties, or civil or criminal judgments or orders entered by any court, federal or State agency, or Regulatory Authority, which are or are estimated to be in excess of the past three (3) months of Contractor Service Fees collected by Contractor. SECTION 14: CHANGES IN SCOPE OF CONTRACT OBLIGATIONS 14.01 Changes to Performance Obligations. Residential and Commercial Solid Waste Collection Contract FY2019-25 Page 54 of 99 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 66 of 318 AGENDA ITEM #10.A. 8/30/2024 Version DRAFT a. Upon Request by KIB. KIB may request that Contractor implement a change of its Performance Obligations under this Contract. Unless otherwise directed by KIB, Contractor shall submit its proposal within ten (10) KIB Business Days. KIB may withdraw its request at any time, for any reason. b. Upon Contractor's Request. Contractor may propose a change to its Performance Obligations under this Contract by submitting a Proposal to KIB, which shall conform with the requirements of Section 14.02. 14.02 Proposal Requirements. a. Contents. In its proposal, Contractor will include such supporting documentation as KIB deems necessary, and must describe its detailed plan for implementing the requested or proposed changes, and such description shall include the following: (1) A task list and time -line implementation schedule; (2) Goods or Services, including any Subcontractor, necessary to implement the change; and, (3) Any change in Contractor Service Fee and cost substantiation therefore, including Contractor's changes in Direct Costs, taking into account both incremental Direct Costs and savings offsets, such as any: (i) Vehicle modifications; (ii) Addition of Receptacles, Vehicles, or routes; (iii) Shortening or extension of routetime; (iv) Changes to personnel; and, (v) Increases in transportation distance or time to a Solid Waste Management Facility. b. Contractor's Proposal Deemed an Offer. Contractor's proposal will be deemed Contractor's offer to KIB to implement the directed or proposed change. Contractor's proposal will remain binding for at least thirty (30) days from the date that it has been submitted to KIB. c. Review by KIB. (1) Response/Comments. Within thirty (30) KIB Business Days of receiving Contractor's proposal, KIB may review, approve, or disapprove the proposal, or propose amendments to it. If KIB does not respond within that time, its approval will be deemed denied. If Contractor's proposal includes a request for change in the Contractor Service Fee that must be approved by the Assembly, KIB may review, approve, or disapprove the proposal within forty-five (45) days. (2) Acceptance of Comments. Contractor will accept or reject any proposed amendments within fifteen (15) KIB Business Days of receiving them. If Contractor accepts the amendments, KIB will prepare a formal Residential and Commercial Solid Waste Collection Contract FY2019-25 Pane 55 of 99 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 67 of 318 AGENDA ITEM #10.A. 8/30/2024 Version DRAFT amendment to this Contract that will implement the proposal (3) Resection of Comments J Negotiations. If Contractor rejects KIB's comments, the Parties will negotiate in good faith for a period of at least fifteen (15) KIB Business Days following Contractor's receipt of KIB comments. SECTION 15: BREACH OF AGREEMENT, DAMAGES, AND DEFAULT 15.01 Liquidated Damages. a. Acknowledgements. The Parties hereby acknowledge that: (1) KIB has incurred considerable time and expense negotiating this Contract to secure an improved level of Collection and Recycling service quality, increased Diversion and increased Customer satisfaction. Therefore, consistent and reliable Contract Services are of utmost importance to KIB and Customers. (2) In awarding this Contract to Contractor, KIB considered and relied on Contractor's municipal references, experience, qualifications, and reputation as to service quality, and Contractor's Breach represents a loss of bargain to KIB. (3) Quantified standards of performance are necessary and appropriate to ensure consistent and reliable Contract Service, and if Contractor fails to meet Performance Obligations, KIB will suffer damages in subjective ways and in varying degrees of intensity that are incapable of measurement in precise monetary terms. The Imposition of liquidated damages is not a penalty but is instead recognition of the difficulty in ascertaining those damages that may reasonably result from Contractor's breach of its Performance Obligations. (4) Termination of this Contract for Default and other remedies provided in this Contract are, at best, a means of future correction and not remedies that make KIB whole for past Breaches. b. Non -Waiver. KIB's assessment of Liquidated Damages for Contractor's breaches does not preclude KIB from enforcing the KIB Code in the event that such breaches constitute Violations. c. Procedure. (1) Notice of Intent to Assess Liquidated Damages. Before KIB may assess Liquidated Damages pursuant to this Section, for each category of violation (that is, for each of the categories listed in Exhibit B), KIB shall give Contractor written notice of Contractor's violation of the performance standard and of KIB's intent to assess Liquidated Damages for any future violation of the same performance standard. The purpose of this provision is to give Contractor notice that KIB considers Contractor to have violated a performance standard, and that KIB will assess Liquidated Damages if such violations are repeated. Residential and Commercial Solid Waste Collection Contract FY2019-25 Page 56 of 99 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 68 of 318 AGENDA ITEM #10.A. 8/30/2024 Version DRAFT (2) Procedure for Review of Liquidated Damages. KIB may assess Liquidated Damages pursuant to this Section monthly. At the end of each month during the term of this Agreement, KIB shall issue a written notice to Contractor ("Notice of Assessment") ofthe Liquidated Damages assessed and the basis for each assessment. The assessment shall become final unless, within ten (10) calendar days of the date of the notice of assessment, Contractor provides a written request for a meeting with the to present evidence that the assessment should not be made. KIB shall schedule a meeting with Contractor as soon as reasonably possible after timely receipt of Contractor's request. KIB shall review Contractor's evidence and render a decision sustaining or reversing the Liquidated Damages as soon as reasonably possible after the meeting. Written notice of the decision shall be provided to Contractor. In the event Contractor does not submit a written request for a meeting within ten (10) calendar days of the date of the Notice of Assessment, KIB determination shall be final and KIB may assess the Liquidated Damages, unless KIB waives this requirement. Liquidated damages shall be assessed according to the schedule set forth in Exhibit B. 15.02 Compensatory Damages. If Contractor fails to deliver any type of Solid Waste to a facility approved by KIB (such as a recyclables processing facility in connection with any Recyclables collection program that may be established), then in addition to assessing Liquidated Damages, KIB may in its sole discretion assess the following Compensatory Damages, and Contractor will pay KIB the following Compensatory Damages: KIB's Reimbursement Costs for monitoring Contractor's compliance with its delivery Performance Obligations, including the assignment of KIB personnel to follow Collection Vehicles on Collection routes; and a. KIB's Reimbursement Cost for enforcing or securing specific performance of Contractor's delivery obligation. 15.03 Defaults. The following acts or omissions by Contractor shall constitute a Default of this Agreement. a. Contract Service Defaults. (1) Uncured Breach. Any breach of this Agreement shall be deemed to remain uncured if: (i) KIB notifies the Contractor that a Breach has occurred; and, (ii) The Contractor fails to correct that Breach within twenty (20) days of that Notice, unless KIB agrees in writing to extend the period for correction. (2) Repeated Breach. KIB determines that Contractor repeatedly or habitually Breaches its Obligations under this Contract. (3) Contract Service Failures. When not excused by a Contract Service Exception, the Contractor fails to Collect Refuse, either according to its Residential and Commercial Solid Waste Collection Contract FY2019-25 Page 57 of 99 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 69 of 318 AGENDA ITEM #10.A. 8/30/2024 Version DRAFT regular schedule or by appointment, in the following amounts: (i) 100or more missed pickups for more than seven (7) consecutive days. (ii) 500 or more missed pickups during any 12 -month period; or, (iii) At least 99.5% of pickups scheduled for a day, for more than ten (10) cumulative days. (4) Failure to Comply with Applicable Law. (i) Violations. A. Material. Contractor does not cure any material Violation of Applicable Law to the satisfaction of KIB or applicable Regulatory Authority within thirty 301 days of the notice, assessment, or determination of that Violation of Applicable Law. B. Repeated. In KIB's judgment, Contractor repeatedly receives a notice, assessment, or determination of the same or different Violation. (ii) Appeals. If Contractor is entitled to appeal and in good faith does appeal a notice, assessment, or determination of Violation of Applicable Law, no Default will be deemed to have occurred until a final decision adverse to Contractor has been entered by the applicable authority. (5) Criminal Activity. Contractor fails to comply with the requirements of Section 16.02 of this Contract. (6) Failure to Timely Pay Contractor Payment Obligation. Contractor fails to pay any Contractor Payment Obligation within fifteen (15) days ofthe date it is due and payable. (7) Charging in Excess of the Amounts Listed in Contractor Service Fee Schedule. Contractor charges any Customer more than the scheduled Customer Special Service Surcharge listed in the Service Schedule and does not reimburse the excess within thirty (30) days of Contractor's discovery thereof, KIB notice or Customer request. (8) Failure to allow KIB to perform Contract Services. Contractor fails to timely allow KIB to exercise any of KIB's rights in connection with performing Contract Services under Section 15.09. b. Performance Assurance Defaults. (1) Failure to Provide Adequate Assurances of Performance. Contractor fails to provide KIB with adequate Performance Assurance when requested. (2) Seizure and Attachment. Any Contract Service Asset is seized, attached, or levied upon (other than a pre -judgment attachment) so as to Residential and Commercial Solid Waste Collection Contract FY2019-25 Page 58 of 99 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 70 of 318 AGENDA ITEM #10.A. 8/30/2024 Version DRAFT substantially impair Contractor's ability to timely and fully perform Contract Services, and which cannot be released, bonded or otherwise lifted within forty-eight (48) hours, excepting weekends and Holidays. (3) Insolvency. Bankruptcy. and Liquidation. It shall constitute a Default of this Agreement if any of the following events occur, or the Contractor takes any actions in furtherance of such events: (i) Contractor files a voluntary claim for debt relief under any applicable bankruptcy, insolvency, debtor relief, or other similar law now or hereafter in effect, unless Contractor retains full control of Contract Service Assets throughout the pendency ofthat claim; (ii) Contractor consents to the appointment of or taking of possession by a receiver, liquidator, assignee (other than as a part of a transfer of Contract Service Assets no longer used to provide Contract Services or backup Contract Services), trustee (other than as security of an obligation under a deed of trust), custodian, sequestration, administrator (or similar official) of Contractor for any part of Contractor's operating assets or any substantial part of Contractor's property; (iii) Contractor makes any general assignment for the benefit of Contractor's creditors; (iv) Contractor fails generally to pay Contractor's debts as they become due; (v) A court having jurisdiction enters a decree or order for relief in respect of this Contract, in any involuntary case brought under any bankruptcy, insolvency, debtor relief, or similar law now or hereafter in effect, or (vi) Contractor consents to orfails to oppose any similar proceeding; or, (vii) Any court having jurisdiction enters a decree or order appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator, administrator (or similar official) of Contractor or for any part of Contractor's operating equipment, assets, or orders the winding up or liquidation ofthe affairs of Contractor. (4) Default under Guaranty. The occurrence of any default under the Guaranty. (5) Transfer. Contractor makes a Transfer without KIB's consent, as required by Section 17. (6) Subcontract. Contractor engages a Subcontractor or enters into a Subcontract without KIB's consent, as required by Section 18.10, and does not terminate that Subcontract within fifteen (15) KIB Business Days of KIB's Notice. c. False Representations and Breach of Warranties. (1) Under this Contract. Residential and Commercial Solid Waste Collection Contract FY2019-25 Page 59 of 99 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 71 of 318 AGENDA ITEM #10.A. 8/30/2024 Version DRAFT (i) Contractor makes a representation or certification in or under this Contract, including Section 2, which Contractor knows, or in the course of diligently conducting business and providing Contract Services should have known, is untrue on the date Contractor made it. (ii) Contractor breaches a warranty under this Contract (2) As Inducement to Enter into This Contract. Contractor makes a representation or fails to make a disclosure, whether within this Contract or otherwise, to KIB in connection with or as a material inducement to entering into this Contract or any future amendment to this Contract, which representation or failed disclosure is false or misleading in any material respect when made. 15.04 Excused Breaches and Defaults. a. Uncontrollable Circumstances. If the Contractor is unable to perform or is delayed in its performance of any of its obligations under this Agreement by reason of any Uncontrollable Circumstances, or force majeure, such inability of delay shall be excused at any time during which compliance is prevented by such event and during such period thereafter as may be reasonably necessary for the Contractor to correct the qualifying event's adverse effects. (1) Notice to KIB. To be entitled to the benefit of this provision, the Contractor must give prompt written notice to KIB, which specifies in detail: (i) The nature and scope of the Uncontrollable Circumstance; (ii) Its expected duration; (iii) The ways in which the event will adversely affect the Contractor's performance of Contract Services; and, (iv) The steps that the Contractor is taking to mitigate such adverse effects. b. KIB's Rights. (1)Perform Contract Services. Notwithstanding that a Breach due to Uncontrollable Circumstances does not constitute a Default, after the continuance of the Breach for forty-eight (48) hours, in its sole discretion, KIB may nevertheless perform (or cause to be performed) Contract Services in the Contract Service Area itself under Section 15.09. (2) Exercise Other Remedies. After the continuance of any Breach for thirty (30) days, KIB may, in its sole discretion, exercise any other remedy under this Contract, including suspending or terminating this Contract under Section 16.01. Residential and Commercial Solid Waste Collection Contract FY2019-25 Page 60 of 99 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 72 of 318 AGENDA ITEM #10.A. 8/30/2024 Version DRAFT 15.05 Remedies Upon Breach. a. As Provided by Law. Either Party may exercise any and all remedies available under law or equity to remedy the other Party's breach of this Contract. A Party's exercise of any one remedy, including KIB' s assessing Liquidated Damages or Compensatory Damages, is not an election of remedies but is cumulative with any other available remedies. b. KIB's Additional Remedies. In addition to exercising any remedy available at law or equity, upon occurrence of a Default, KIB may exercise any of the following additional remedies: (1) Termination. Terminate this Contract or any portion of Performance Obligations, pursuant to Section 16.01(a); (2) Suspension. Suspend this Contract, pursuant to Section 16.01(b); (3) Perform Contract Services. KIB may itself perform Contractor's Performance Obligations, or cause them to be performed by another party, pursuant to Section 15.09; (4) Damages. Assess Liquidated or Compensatory Damages against the Contractor: and, (5) Exercise Financial Assurances. Draw on the Letter of Credit, demand payment under the Guaranty or any Indemnity, or submit any claim under Insurance. (6) Injunctive Relief. Contractor acknowledges that KIB may be also be entitled to injunctive relief in those instances where an award of damages to KIB for the Contractor's Breach or Default may be inadequate for reasons including thefollowing: (i) Public Health and Safety. The urgency of timely, continuous and high- quality Contract Services, including Collection, Recycling, transportation and/or transfer and Disposal of putrescible solid wastes that constitute a threat to public health; (ii) Procurement Time and Expense. The long time and significant investment of money and personnel (including KIB' s staff, elected officials and KIB Counsel, as well as procurement counsel and consultants) necessary to: A. Develop a scope of Contract Services and Performance Obligations acceptable to KIB; B. Draft this Contract and related procurement documents; C. Solicit comments on this Contract and procurement documents from KIB (and KIB Counsel) and Persons interested in proposing to provide Contract Services Residential and Commercial Solid Waste Collection Contract FY2019-25 Page 61 of 99 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 73 of 318 AGENDA ITEM #10.A. 8/30/2024 Version DRAFT D. Meet with those potential proposers to discuss their comments and answer their questions about this Contract and the procurement; E. Finalize this Contract and procurement documents; F. Solicit proposals for Contract Services; G. Review and evaluate those proposals and seek clarifications of those proposals. H. Award this Contract under KIB'sApplicable Law; I. Finalize execution of this Contract, including reviewing commenting on and approving (if required) Contractor Documentation; and, J. Conform KIB Code to the automated Refuse Collection programs. (iii) Reliance on Contractor. KI B's reliance on Contractor's meeting evaluative criteria on which award of this Contract was based, such as the following: A. Solidwaste management experience; B. KIB references; C. Qualifications ofkey personnel; D. Environmental programs and proposed E. Unpermitted Waste Screening Protocol; F. Litigation history; G. Contractor's proposed transition, H. Customer education, diversion and other plans; I. Acceptance of terms of this Contract; and, J. Diversion record. (iv) Re -Procurement Time and Expense. The length and significant investment of time and money described in item (ii) to develop alternative MSW Management Services comparable to Contract Services for the price provided under this Contract, and to negotiate new agreements, therefore. c. Recovery of Unpaid Contractor Payment Obligations. KIB may collect Contractor Payment Obligations due and owing by Contractor to KIB by any or all of the following means: (1) Demanding payment from Contractor or Guarantor; (2) Drawing on the Letter of Credit; (3) Submitting claims as an additional insured under Insurance policies or under contractual liability provisions of insurance policies; and, (4) Directing Contractor to offset Contractor Payment Obligation from Contractor Service Fees that Contractor received from Customers to remit them to KIB. d. In the event of default by either party, the non -defaulting party shall provide notice of the default with specificity. No remedies for such default shall accrue Residential and Commercial Solid Waste Collection Contract FY2019-25 Page 62 of 99 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 74 of 318 AGENDA ITEM #10.A. 8/30/2024 Version DRAFT unless and until the defaulting party shall have failed to cure said default within ten 10j_days of receipt of such written notice of default, save and except situations that may impact public health or safety, the environment, or may be a violation of law or any provision in Section 15.03 which gives greater than ten 10)_days to cure such particularly identified event of default. 15.06 Additional Compensatory Damages. Additional Compensatory Damages. Without limiting KIB's right to seek Compensatory Damages, pursuant to either this Contract or otherwise available at law, KIB may seek the following additional Compensatory Damages: a. Amounts equal to any Contractor Payment Obligations or other amounts that Contractor has previously paid to KIB but are subsequently recovered from KIB by atrustee in bankruptcy aspreferential payments orotherwise; b. If KIB terminates this Contract for Default, KIB' s Reimbursement Costs to provide or re -procure MSW Management Services; and, c. If KIB terminates this Contract for Default, KIB's projected Direct Costs of replacing MSW Management Services in excess of Contractor Service Compensation for the balance of the Term remaining if this Contract had not been terminated, as based on service fees under replacement agreements for those MSW Management Services. THIS SECTION WILL SURVIVE THE TERMINATION OF THIS CONTRACT FOR 180 DAYS OR OTHER PREFERENCE PERIOD PROVIDED UNDER APPLICABLE LAW WITH RESPECT TO BANKRUPTCY OR INSOLVENCY. KIB may draw upon the Letter of Credit, Guaranty or any other available Performance Assurance to pay compensatory damages. 15.07 Waivers. a. Waiver of Breach. No waiver of any Breach or Default constitutes a waiver of any other Breach or Default. Failure of KIB to enforce any provision of this Contract may not be construed as a waiver of KIB's enforcement rights. KIB's subsequent acceptance of any damages or other money paid by Contractor may not be deemed to be a waiver by KIB of any pre-existing or concurrent Breach or Default. b. Contractor Waiver of Certain Defenses. Contractor acknowledges that it is solely responsible for providing Contract Services and by this Contract irrevocably and unconditional waives defenses to the payment and performance of its obligations under this Contract based on failure of consideration; contract of adhesion; impossibility or impracticability of performance; commercial frustration of purpose; or the existence, non- existence, occurrence or non-occurrence of any foreseen or unforeseen fact, event or contingency that may be a basic assumption of Contractor with regard to any provision of this Contract; provided that Contractor does not by this Residential and Commercial Solid Waste Collection Contract FY2019-25 Page 63 of 99 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 75 of 318 AGENDA ITEM #10.A. 8/30/2024 Version DRAFT Contract waive any defenses under this Contract of Uncontrollable Circumstances. 15.08 Costs. a. Non -Prevailing Party. The non -prevailing Party in any dispute involving this Contract will pay the prevailing Party's Reimbursement Costs, including standard and reasonable attorney's fees. b. KIB's Enforcement Costs. Contractor will reimburse KIB promptly upon request for either or both ofthe following KIB's Reimbursement Costs: (1) Costs resulting from KI B's investigation of any alleged Breach; or, (2) Costs incurred by KIB as a consequence of Contractor's Breach. 15.09 KIB Right to Perform. a. Events. KIB may perform, or provide for the performance of, any or all Performance Obligations if KIB reasonably determines that: (1) Contractor, due to Uncontrollable Circumstances or for any reason whatsoever, fails, refuses or is unable to Collect any Solid Waste and operate the Recyclables Processing Facility for a period of forty-eight (48) hours after the Collection or acceptance was required under this Contract, and KIB determines in its sole discretion that there is a danger to the public health, safety or welfare; or, (2) KIB suspends or terminates this Contract. b. Continuation. KIB has no obligation to continue performing or providing for the performance of any or all Performance Obligations and may at any time, in its sole discretion, cease to provide any or all Performance Obligation. However, KIB' s right to perform or provide for the performance of any or all Performance Obligations will continue until either: (1) Contractor demonstrates to KIB's satisfaction that Contractor is ready, willing, and able to resume timely and full performance of all Performance Obligations; or, (2) KIB is capable of making alternative arrangements for providing MSW Management Services and/or Recycling service, in itsjudgment comparable to Contract Services in scope and price, which may include contracting with another service provider. c. Notice. KIB may give Contractor 24-hour oral notice that KIB is exercising any or all of KIB's rights under this Section. The oral notice will be effective immediately, but to remain effective, within another 24 hours KIB must confirm that oral notice with a written Notice. d. KIB Purchase or Lease of Service Assets. Should KIB elect to exercise its authority to perform the Contract Services as provided in this Section 15.09, Contractor shall enter into good faith negotiations for the sale or lease to KIB Residential and Commercial Solid Waste Collection Contract FY2019-25 Page 64 of 99 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 76 of 318 AGENDA ITEM #10.A. 8/30/2024 Version DRAFT of all Service Assets reasonably necessary to do so, consistent with Section 3.03. SECTION 16: SUSPENSION OR TERMINATION OF CONTRACT 16.01 KIB's Right to Suspend orTerminate. a. Contractor is willing to agree to commercially standard suspension and termination provisions tied to the matters of default addressed in Section 15, but only after the right to cure period in the 16.01-f. b. Termination Events. KIB may, in its sole discretion, terminate this Contract should any ofthe following Termination Events occur: (1) Contractor's Default; (2) Contractor's Breach due to Uncontrollable Circumstances, which remains uncured for a period of thirty 301days; (3) Any Contract Provision, as defined in Section 22, is ruled unconstitutional, illegal, invalid, non-binding or unenforceable by any court of competent jurisdiction, regardless ofwhether it is deemed severable; or, (4) Any Guarantor transfers the Guaranty without the consent required by the Guaranty, and on or before fifteen 151 days after the transfer, the Guarantor does not provide KIB with a substitute Guarantor or alternative financial credit support satisfactory to KIB. c. Suspension Events. Upon the occurrence of any Termination Event, KIB may, in lieu of Termination, and in its sole discretion, suspend this Contract, in whole in or in part, for no longer than thirty 301 days. During the suspension period Contractor will have the opportunity to demonstrate to the satisfaction of KIB that Contractor can once again fully perform Contract Services. If Contractor so demonstrates to satisfaction of KIB in its sole discretion, KIB 's right to suspend or terminate this Contract will cease and Contractor may resume providing Contract Services. If Contractor does not so demonstrate, KIB may terminate this Contract and exercise its additional rights and remedies. d. Notice to Contractor. KIB will give Contractor a Notice of Termination or Suspension effective at the following times: (1) Immediately or upon other period stated by KIB with respect to the following Defaults, more fully described in Section 15.03: (i) Failure of Contractor to provide adequate Performance Assurances; or, (ii) Insolvency, bankruptcy, liquidation, to the extent permitted by Applicable Law (Insolvency, Bankruptcy, Liquidation); (2) Upon Contractor's receipt of Notice with respect to any other Default, unless KIB specifies an alternative date in the Notice; or, (3) Such other date as KIB may specify in the Notice. Residential and Commercial Solid Waste Collection Contract FY2019-25 Page 65 of 99 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 77 of 318 AGENDA ITEM #10.A. 8/30/2024 Version DRAFT e. Reduction in Fee Upon Partial Suspension. If KIB suspends a portion of this Contract or the Contractor's Performance Obligations, Contractor will continue to fully perform its remaining Performance Obligations and the Contractor Service Fee will be adjusted to reflect reductions in Performance Obligations. f. Contractor's Right to Cure. Should KIB at any time, contend that Contractor has breached any material provision of this Agreement, KIB shall immediately notify Contractor in writing of KIB's contention. Contractor shall have a reasonable time to cure any such alleged breach, which in all events shall not be less than thirty (30) calendar days, or any such longer period as reasonably needed to cure said breach, provided Contractor initiated curing the breach within such thirty (10) calendar day period unless agreed to in writing by the borough, and continues to diligently pursue such breach. If Contractor fails to cure the breach within such time, KIB may terminate this Agreement and/or pursue any other remedy provided for in this Agreement, at law or in equity. Classes of breach that are not subject to the "notice and cure" requirements - especially breaches resulting from the violation of laws, including laws governing life and safety. Contractor shall only have a right to cure if it has not committed the same breach 3 times within the preceding 12months. 16.02 Criminal Activity. a. Notice. Contractor will immediately give Notice to KI B of either of the following with respect to Contractor or any Contract Manager (except for the Contract Manager in a Position of influence): (1) Conviction of a Criminal Activity ("Conviction") or, (2) Plea of guilty or nolo contendere to a Criminal Activity ("Plea"). Contractor will promptly give Notice to KIB of any of those convictions or pleas with respect to the Contractor Manager in a Position of Influence. b. Cure. Upon the occurrence of any conviction or plea defined in Subsection a, Contractor immediately will do or cause to be done both ofthe following: (1) Terminate from employment anyone in a Position of Influence or remove from office anyone in a Position of Influence, unless otherwise directed or ordered by a court or Regulatory Authority of competent jurisdiction and/or authority, and unless termination would subject Contractor, an Affiliate or any of its Contract Managers to substantial liability for breach of any labor agreement entered into before the Contract Commencement Date; and, (2) Refrain from employing or appointing that individual or individuals responsible for the Criminal Activity from any other Position of influence. Residential and Commercial Solid Waste Collection Contract FY2019-25 Page 66 of 99 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 78 of 318 AGENDA ITEM #10.A. 8/30/2024 Version DRAFT KIB remedies. In the event that Contractor or any Affiliate fails to effectuate the cure described in Subsection b, or the Criminal Activity is related to this Contract or occurs within the KIB's municipal boundaries, KIB may either suspend or terminate this Contract as it deems proper. d. Limitations on Contractor Manager. Contractor shall not permit any Person to serve as Contractor Manager who has previously been convicted of a Criminal Activity or plead "guilty" or "nolo contendere" to any Criminal Activity. SECTION 17: TRANSFER OF CONTRACT. 17.01 Transfer by Contractor. a. Acknowledgment. Contractor acknowledges that Contractor submitted evidence to KIB with respect to Contractor's experience, expertise, and qualifications to provide Contract Services, and that Contractor's experience, expertise and qualifications were material considerations of KIB in entering into this Contract with Contractor. b. KIB Consent Required. Contractor will not Transfer, in whole or in part, voluntarily or involuntarily, this Contract, the Guaranty, or any rights or duties in this Contract or under the Guaranty, without KIB's Assembly's prior, written consent, which consent shall not be unreasonably withheld, conditioned, or delayed. Contractor may not circumvent KIB's consent rights by securing Goods or Services from a Subcontractor. Contractor acknowledges that in its submitted proposal to provide Contract Services and enter into this Agreement it described the experience, qualifications, and operations not only of Contractor itself, but of the following companies that are wholly owned by Contractor as of the Contract Commencement Date (together, "Contractor's Operations"). Furthermore, in its proposal Contractor did not take an exception to its Performance Obligation to provide the Guaranty. Therefore, in lieu of providing the Guaranty, Contractor will not Transfer in whole or in part, voluntarily or involuntarily any of Contractor's Operations without KIB consent, given in KIB's sole discretion. For purposes of this Performance Obligation and KIB's rights, the definition of "Transfer", the "Contractor" is deemed to include "Contractor's Operations. c. Contractor request Without obligating KIB to give consent, Contactor will demonstrate to KIB's satisfaction that the proposed transferee has the operational and financial ability to satisfy Performance Obligations. KIB is not obligated to consider any proposed Transfer by Contractor if Contractor is in Breach at any time during KIB's consideration. d. Payment of KIB's Transfer Costs. (1) Transfer Deposit. Contractor must make any request for KIB's consent to a Transfer in the manner prescribed by KIB. Contractor must pay KIB the Transfer Deposit before KIB will consider Contractor's request. "Transfer Deposit" means lesser of the following refundable amounts: $1,500 or, Residential and Commercial Solid Waste Collection Contract FY2019-25 Page 67 of 99 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 79 of 318 AGENDA ITEM #10.A. 8/30/2024 Version DRAFT (ii) KIB's anticipated Transfer Costs. (2) Additional Transfer Costs. Within thirty 301 days of KIB's request, Contractor will further pay KIB' s additional Transfer Costs in excess of the Transfer Deposit, whether or not that KIB approves the Transfer. "Transfer Costs" means such KIB Reimbursement Costs resulting from its: (i) Consideration and review of Contractor's request for Transfer; (ii) Investigation regarding the suitability of the proposed transferee; (iii) Determination of whether or not to consent; and, (iv) Preparation of those documents necessary to effectuate the Transfer. (3) KIB's Reimbursement Costs of Enforcement. Within thirty 301 days of KIB's request, Contractor will pay KIB's Reimbursement Costs for fees and investigation costs as KIB deems necessary to enjoin the Transfer or to otherwise enforce this Section. e. Novation. If KIB consents to Transfer of this Contract, upon request of the transferee, KIB will execute a novation under which the Person which is the transferee Contractor assumes all the rights and Performance Obligations of the transferor Contractor. SECTION 18: THE PARTIES 18.01 Independent Contractor. The Parties agree and the Contractor acknowledges as follows: a. Contractor is an independent entity and contractor engaged by KIB and not KIB's Related Party or a party to any joint venture with KIB. b. No employee or agent of Contractor is deemed to be KIB's Related Party. c. Contractor will have the exclusive control over the manner and means of performing Contract Services and over all Persons performing Contract Services. d. Contractor is solely responsible for the acts and omissions of Contractor's Related Parties, none of whom is deemed to be KIB's Related Party. e. Nothing in this Contract may be construed as creating an arrangement for handling Unpermitted Waste. f. Neither Contractor nor any of Contractor's Related Parties will obtain any rights to retirement benefits, workers' compensation benefits, or any other benefits that accrue to KIB employees and Contractor expressly waives any claim it may have or acquire to those benefits. 9. Contractor bears the sole responsibility and liability for furnishing workers' compensation and all other benefits required by law to any individual for injuries arising from or connected with Contract Services. Residential and Commercial Solid Waste Collection Contract FY2019-25 Page 68 of 99 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 80 of 318 AGENDA ITEM #10.A. 8/30/2024 Version DRAFT 18.02 Parties in Interest Nothing in this Contract, whether expressed or implied, is intended to confer any rights on anyone other than the Parties and the Parties' respective representatives, successors and permitted assigns. Related Parties are third party beneficiaries of provisions in this Contract that reference them. 18.03 Binding on Successors. The provisions of this Contract will inure to the benefit of and be binding on the successors and permitted assigns of the Parties. 18.04 Further Assurances. Each Party agrees to execute and deliver any instruments and to perform any acts as may be necessary or reasonably requested by the other to give full effect to this Contract, including Contractor Documentation. Contractor will complete Contractor Documentation satisfactory to KIB by the Contract Commencement Date. 18.05 Actions of KIB in Its Governmental Capacity. Nothing in this Contract may be interpreted as limiting the rights and obligations of KIB in its governmental or regulatory capacity. 18.06 Contractor's Obligations Performed at Its Sole Expense. Contractor will perform Contract Services solely for the compensation expressly provided for in this Contract. 18.07 Parties Representatives. a. KIB (1) Identification. The KIB Representative is the Manager or his or her designee, as may be amended upon Notice to Contractor by KIB in KIB' s sole discretion. (2) Obligation. By authorizing the execution of this Contract, KIB delegates to the KIB Representative the authority to exercise KIB's rights, remedies and options under this Contract and administer this Contract, except with respect to the following, which must be approved by the KIB Governing Body: (i) Extending the Term for an additional year or more; (ii) Suspending or terminating this Contract; (iii) Approving or disapproving Transfer ofthisContract; (iv) Amending this Contract, including amendments to the Contractor Service Fee due to changes in operations pursuant to Section 11.03e, but not to annual adjustments pursuant to Section 11.03b; (v) Indemnities; and, (vi) Exercising any delegation of authority contrary to Applicable Law. b. Contractor Representative. The Contractor Representative is named in Contractor Documentation. The Contractor Representative must have at least Residential and Commercial Solid Waste Collection Contract FY2019-25 Page 69 of 99 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 81 of 318 AGENDA ITEM #10.A. 8/30/2024 Version DRAFT 5 years of experience in Solid Waste collection services before being named Contractor Representative. The Contractor Representative is authorized to act on behalf of Contractor in the satisfaction of all Performance Obligations and exercise of Contractor's rights and options under this Contract. 18.08 Due Diligence. Contractor acknowledges that MSW Management Services and Recycling Services, including Contract Services, are highly regulated under Applicable Law, and that waste management is a public health and safety concern. Contractor agrees that it will exercise due diligence in performing Contract Services. 18.09 No Use of KIB Name. Contractor will not conduct any business related to its Performance Obligations under this Contract using any name referencing KIB, or otherwise applies association with or ownership by KIB. 18.10 Subcontractors. a. Subcontracts exceeding $50,000. Contractor will not engage any Subcontractor in an amount exceeding $50,000 for any individual Subcontractor without KIB's prior approval of the Subcontract and Subcontractor. Any Subcontract entered into without KIB's prior approval is void. Contractor will identify approved Subcontractors in Contractor Documentation. b. Contractor Responsibility. Contractor is solely responsible for directing the work of Subcontractors and paying Subcontractors' compensation. c. Removal. KIB may require Contractor to remove any approved Subcontractor for any ofthe following reasons: (1) Its failure to provide Contract Services; (2) Its non-compliance with Applicable Law, or (3) Its engagement in conduct that, in KIB's judgment, is abusive, rude, or unsafe. d. Reference to Subcontractors. Specific reference to Subcontractors under this Contract (such as with respect to compliance with Applicable Law and meeting Insurance requirements) does not imply that lack of specific reference to Subcontractors elsewhere under this Contract Exempts Subcontractors from complying with this Contract. SECTION 19: AMENDMENTS 19.01 Amendments. a. Means of Amendment. Amendments to Contract rights, remedies, and options, unless delegated to the KIB Representative, will be effective upon completion of the following actions: (1) Authorization and direction of KIB Governing Body; Residential and Commercial Solid Waste Collection Contract FY2019-25 Page 70 of 99 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 82 of 318 AGENDA ITEM #10.A. 8/30/2024 Version DRAFT (2) Consent of the Contractor; and, (3) Due execution by the Parties of a written amendment to this Contract reflecting those changes. b. Consent by Representatives. All other Amendments to this Contract will be effective upon completion of thefollowing: (1) Consent of the KIB Representative, except for Contractor's amendments to Contractor Documentation that do not require KIB consent; (2) Consent of the Contractor Representative, except for amendments to this Contract that do notrequire Contractor consent; and, (3) Due execution by the Parties of text reflecting those changes. Examples of those amendments include thefollowing: (i) Amendments not listed in Subsection (a.); (ii) Contractor Documentation; and, (iii) Exhibits or Attachments to this Contract (except with respect to Contractor Service Fee other than annual adjustments). c. Due execution. For purposes of this Section, "due execution" of amendments to the text ofthis Contract means that the Parties' authorized representatives: (1) Witness and sign the written amendment in the form provided on the signature page of this Contract; and, (2) Warrant that they are authorized to execute the amendment. SECTION 20: NOTICES, CONSENTS, AND APPROVALS 20.00 Notices. Notices must be given at the addresses provided in Contractor Documentation attached to this Contract, as follows: a. ByEmail orfacsimile, promptly followed by personal ormailed delivery; b. By personal delivery to the Contractor Representative or KIB Representative, as the case may be; c. By deposit in the United States mail first class postage prepaid (certified mail, return receipt requested); or, d. By commercial delivery service providing delivery verification. Notice by KIB to Contractor of a missed pick-up or a Customer problem or complaint may be given to Contractor orally by telephone to Contractor Representative or other Contractor personnel responsible for taking complaints from KIB or the public. Parties may change their address upon Notice to the other Party. Residential and Commercial Solid Waste Collection Contract FY2019-25 Pane 71 of 99 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 83 of 318 AGENDA ITEM #10.A. 8/30/2024 Version DRAFT 20.01 Writing Requirements. All Notices, reports, demands, requests, directions, selections, option exercises, orders, proposals, reviews, comments, acknowledgments, approvals, agreements, consents, waivers, certifications, and other communications made under this Contract must be in writing, except the following: a. Oral communication is explicitly authorized; and, b. Communication with respect to routine Contract administration, such as submitting Records or Reports, correcting Reports or, discussing Customer complaints. 20.02 Exercise of Options. Parties will exercise any approval, disapproval, consent, acceptance, option, discretion, election, opinion or choice under this Contract, make a requirement under this Contract, or interpret this Contract ("Discretionary Action") in a manner that is reasonable. Recognizing the essential public health and safety protections this Contract serves, where this Contract specifically provides that the exercise of any Discretionary Action is in either Party's independent, sole, exclusive, or absolute discretion, control or judgment, the other Party will not question or challenge the other Party's exercise thereof. Parties will nevertheless exercise their rights and remedies in good faith as required by Applicable Law. Any mediator or court must find the Party's exercise to be reasonable. SECTION 21: INTEGRATIONS. GOVERNING LAW, AND VENUE 21.01 Integrations. This Contract contains the entire agreement between the Parties with respect to their rights and obligations under this Contract. This Contract completely and fully supersedes all prior understandings and agreements between the Parties with respect to their respective rights and obligations, including those contained in each ofthefollowing: a. Requests for proposals; b. Proposals; c. Memoranda; d. Correspondence; e. Telephone calls; f. Field trips; g. Interviews; h. Negotiations; and, i. Meetings ofthe KIB Assembly, and other commission, committees, and boards. 21.02 Governing Law. The Parties' respective rights and obligations pursuant to this Contract shall be determined according to, and governed by, the laws of the State of Alaska Residential and Commercial Solid Waste Collection Contract FY2019-25 Page 72 of 99 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 84 of 318 AGENDA ITEM #10.A. 8/30/2024 Version DRAFT 21.03 Severability. a. Generally. Should any court of competent jurisdiction hold that any clause, sentence, provision, section, subsection, exhibit, or attachment of this Contract is unconstitutional, illegal, invalid, non-binding, or otherwise unenforceable, such determination shall not affect any of the remaining provisions of this Contract. This Contract will be construed and enforced as if the Contract Provision did not exist, and the Parties will as a result: (1) Promptly meet and negotiate a substitute for the Contract Provision and any related amendments, deletions, or additions to other provisions of this Contract which together effect the Parties' original intent to the greatest extent allowable under Applicable Law; and, (2) If necessary or desirable to accomplish preceding item (1), apply to the court that declared said invalidity for a judicial construction of the substituted Contract Provision and any amendments, deletions, or additions to this Contract. Within ten 101 days of any KIB's request, Contractor will pay KIB half of the Direct Costs of that application. However, if any Contract Provision with respect to KIB direction to a Solid Waste Management Facility is ruled unconstitutional, illegal, invalid, non- binding or unenforceable by any court of competent jurisdiction, then KIB in its sole discretion may either. (1) Sever that Contract Provision and construe and enforce this Contract under this Section; or, (2) Terminate this Contract. b. Contractor's Waiver of Certain Legal Challenges. Contractor agrees not to challenge the constitutionality, legality, validity, enforceability, or binding nature of either of the following provisions of this Contract: (1) Contractor's obligation to deliver Refuse to KIB Landfill; and, (2) Contractor's obligation to deliver any other type of Solid Waste (such as recyclables) to any other Solid Waste Management facility as directed by KIB. 21.04 New Contract This Contract is a new obligation between the Parties and is a novation, substitution, and replacement for any present or prior contracts or agreements between the Parties connected with or related to MSW Management Services. 21.05 Venue. Any civil action arising from this Contract shall be brought in the Superior Court, Third Judicial District, State of Alaska 21.06 Costs. The non -prevailing Party in any dispute involving this Contract shall pay the prevailing Party's reasonable Reimbursement Costs, including attorney's Residential and Commercial Solid Waste Collection Contract FY2019-25 Pane 73 of 99 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 85 of 318 AGENDA ITEM #10.A. 8/30/2024 Version DRAFT fees. SECTION 22: ADDITIONAL TERMS AND CONDITIONS 1. Notwithstanding anything herein to the contrary: (a) Contractor shall have no obligation to collect or transport any material which is or contains, or which Contractor reasonably believes to be or contain, radioactive, volatile, corrosive, highly flammable, explosive, biomedical, infectious, biohazardous, toxic or hazardous material as defined by applicable federal, state or local laws or regulations ("Excluded Waste"); (b) if Contractor finds what reasonably appears to be discarded Excluded Waste, Contractor shall promptly notify the KIB and the producer of the Excluded Waste, if the producer can be readily identified; and (c) title to and liability for any Excluded Waste shall remain with the producer of the Excluded Waste, even if Contractor inadvertently collects or disposes of such Excluded Waste. 2. Customers and the KIB must comply with any description of and/or procedures with respect to removal of contaminants or preparation of recyclable materials as reasonably provided by Contractor. If any customer or the KIB fails to do so, Contractor may decline to collect such materials without being in breach of the contract. Contractor shall not be responsible for and has not made any representation regarding the ultimate recycling of such recyclable materials by any third -party facilities. 3. Notwithstanding anything herein to the contrary, to the extent supplied by Contractor, in the event that a container becomes lost, unsightly, unsanitary, broken, or unserviceable because of the acts or omissions of a customer or the KIB (excluding normal wear and tear), the customer or KIB (as the case may be) will be charged for the resulting repairs or replacement and such amounts will be paid to Contractor upon demand. 4. Any equipment furnished hereunder by Contractor shall remain the property of Contractor; however, the customers and the KIB (as applicable) shall have care, custody and control of the equipment while at the service locations. Customers and the KIB shall not overload (by weight or volume), move, or alter the equipment, and shall use the equipment only for its proper and intended purpose. Customers and the KIB must provide unobstructed access to the equipment on the scheduled collection day. The word "equipment' as used in the contract shall mean all containers used for the storage of non- hazardous solid waste. 5. Except for the payment of amounts owed hereunder, neither party hereto shall be liable for its failure to perform or delay in its performance hereunder due to contingencies beyond its reasonable control including, but not limited to, strikes, riots, compliance with laws or governmental orders, inability to access a container, fires, inclement weather and acts of God, and such failure shall not constitute a breach under the contract. Residential and Commercial Solid Waste Collection Contract FY2019-25 Page 74 of 99 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 86 of 318 AGENDA ITEM #10.A. 8/30/2024 Version DRAFT SECTION 23: DEFINITIONS Account Holder means the owner of a premises, or the person or entity identified by the owner as being the responsible party for the unit(s) payment for the required solid waste collection services available to a residential or commercial customer. When the account holder is a person or entity other than the owner, they may be referred to as the "authorized account holder". Affiliate means a Person that, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, Contractor. For the purpose of this definition, "control" has the meaning provided in Rule 144 of the Securities Act of 1993. Affiliate Parent means an Affiliate that, directly or indirectly, through one or more intermediaries, controls Contractor. Annual Report means the Report required under Section 10.03 in form and content satisfactory to KIB. Applicable Laws means any or all of the following enacted, adopted, promulgated, issued, ruled, ordered, determined or otherwise made by any Regulatory Authority that apply to or govern Contract Services or the performance of the Parties' obligations under this Contract: (1) Laws, statutes (2) Rrules, regulations (3) Gguidelines, (4) Permits, (5) Aactions, determinations, orders, or (6) Oetherrequirements, including Applicable Law concerning the following: (7) Hbealth, (8) Ssafety, (9) F€ire, (10) 1.1aborrelations, (11) Mrnitigation monitoring plans, (12) (12}Bbuilding codes, (13) Zzoning, (14) Nnon-discrimination, (15) Vehicles: such as: (i) Aair emissions (smog checks); tires; documentation through maintenance log or otherwise of a safety compliance report; Vehicle highway lighting, flashing and warning lights, clearance lights, and warning flags; registration; weight limits; cleaning; enclosure / water- tight beds; (ii) The appropriate class of drivers' licenses issued by the State Department of Motor Vehicles; (iii) Aany State laws relating to operating equipment construction, safety, and parking and identification, Residential and Commercial Solid Waste Collection Contract FY2019-25 Page 75 of 99 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 87 of 318 AGENDA ITEM #10.A. 8/30/2024 Version DRAFT (16) Carts: such as: a. Mmaintenance and placement of Carts; b. Pplacing Contractor's name and telephone number on Receptacle; (17) Labor: (i) Drug and alcohol testing; (ii) The Occupational Safety and Health Act_ (29 U.S.C. §651 et seq.), including the Solid Waste Disposal Facility Criteria promulgated by the U.S. EPA on October 9, 1991 (40 C.F.R., Parts 257 and 258); and corresponding State requirements; (iii) Ifmmigration Reform and Control Act of 1986 (PL.99-603); (18) Environmental Protection: (i) CERCLA; (ii) RCRA; (iii) Clean Air Act, (42 U.S.C. §1351 et seq., 42 U.S.C. §7401-7642) and Clean Water Act, and; (iv) Ccorresponding State requirements; (v) Emergency Planning and Community Right to Know Act. (42 U.S.C. §11001 etseq); (vi) Rregulations governing the recovery of ozone depleting refrigerants during the Disposal of air conditioning or refrigeration equipment, including 40 C.F.R. Part 82; (vii) Aany wash -down requirements for containers, trucks, or facilities, (19) KIB Code, (20) Miscellaneous: (i) Civil Rights Act of 1964 (Sub chapter VI or Chapter 21 of Title 42); (ii) Customer's privacy rights. Reference to Applicable Law includes amendments and supplements to or replacement, restatement or recodification occurring after the Contract Commencement Date. Base Service Level is described on the Contractor Service Fee Schedule. Bear Cart means a cart designed to be resistant to opening by bears. Breach means Contactor's failure to fully and timely meet any Performance Obligation. Bulky item(s) means any large item of solid waste that will not fit through a dumpster or roll -off container door or opening that is generated at a unit and discarded at the borough landfill. For purposes of on-call or specially scheduled bulky item pickup, bulky items shall include any item which means any large '*�^ of Solid Waste that can be safety lifted by two individuals using a dolly, generated at Residential and Commercial Solid Waste Collection Contract FY2019-25 Pane 76 of 99 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 88 of 318 AGENDA ITEM #10.A. 8/30/2024 Version DRAFT rResidential pRremises and discarded at a set -out site [See section 6.041 0^s'�,�,n^^"�' Set nom. Sites, Examples of bulky items are sueh-as the following: (1) Furniture, including metal desks and storage cabinets, (2) Pianos and organs, (3) Televisions, (4) Large appliances, including washers, driers, refrigerators, freezers, dishwashers, andstoves, (5) Toys, bikes, and dismantled swing sets, (6) Lawn mowers and snow blowers with no gas or oil in them, up to 4 auto or pickup tires per Customer each calendar month, with rims removed, (7) Any item (other than lumber) that can be cut or broken-down meeting the following requirements: (i) No longer than 4 feet in length, (ii) Weighing no more than 70 pounds. Bulky Items does not mean the following: (1) Material generated atnon-Residential Premises, including commercial business operations, (2) Bundled Yard Waste, branches, (3) Sod, soil, and rock, (4) Broken concrete and asphalt, (5) Brick, block, andstone, (6) Railroad ties or similar type of retaining wall timbers, (7) Remodeling debris, including shingles, (8) Carpeting, (9) Sinks, concrete laundry tubs and cast-iron plumbing fixtures, (10) Windows and doors, (11) Lumber, (12) Animal waste, including all excrement from domestic animals and fowl, and all hay, straw or other materials that have been used for animals' or fowls' bedding, (13) Liquids, including paint, (14) Hazardous waste, including household hazardous waste, (15) Fuel oiltanks, (16) Any automotive parts (including vehicle batteries and tires). C&D Debris means any sSolid wWaste -generated at a construction site either residential or commercial that must be collected under the on-call temporary dumpster and roll -off collection service section 6.07 of the approved collection contract. diGGarded in Dumpsters er RGII Q# Container,; that QG41v under Seetion Examples of such items are as the following (1) Bundled yYard wWaste, branches, (2) Sod, soil, and rock, (3) Broken concrete and asphalt, (4) Brick, block, and stone, (5) Railroad ties or similar type of retaining wall timbers, Residential and Commercial Solid Waste Collection Contract FY2019-25 Page 77 of 99 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 89 of 318 AGENDA ITEM #10.A. 8/30/2024 Version DRAFT (6) Remodeling debris, including shingles, (7) Carpeting, (8) Sinks, concrete laundry tubs and cast-iron plumbing fixtures, (9) Windows and doors, (10) 09) Lumber. Calendar Year means a period of 12 months of 365 or 366 consecutive days beginning January 1 and ending December 31. (Compare "Contract Year'7 Cardboard Recycling Container means a roll off container or dumpster with a narrow opening or slot on the side of the container that will require cardboard boxes to be first flattened in order to allow the cardboard material to be inserted into the container. Cart or Roll -Cart means a wheeled receptacle that can be emptied by either semi- or fully- automated vehicles. Change in Law means the following changes occurring after the Contract Commencement Date: (1) Tthe adoption, promulgation, repeal, modification, amendment, or other change in Applicable Law or change in judicial or administrative interpretation thereof occurring, other than: (i) !Jaws with respect to taxes based on or measured by net income, or (ii) Aany unincorporated business, payroll or Contract taxes levied by any tax governmental authority (other than any taxes levied by KIB that are obligations of Contractor and not merely fees that Contractor must collect on behalf of KI B), or (iii) Eemployment taxes; (2) Aany order or judgment issued by a Regulatory Authority that binds Contractor or has a material impact on Contract Service: (i) Iff the order orjudgment is not also the result of the willful misconduct or negligent action or inaction of the Party relying thereon or of any third party for whom the Party relying thereon is directly responsible; and (ii) 11unless excused in writing from so doing by the other Party, the Party relying thereon will make or have made, or will cause or have caused to be made, Reasonable Business Efforts (such as retaining counsel) to contest the order or judgment (it being understood that contesting in good faith an order or judgment will not constitute or be construed as a willful misconduct or negligent action of that Party); or (3) Tthe imposition by a Regulatory Authority of any new or different material conditions in connection with the issuance, renewal, or modification of any Permit; or, (4) Aa Regulatory Authority's (i) Ftailure to issue or renew any Permit, (ii) Ddelay in issuing or renewing any Permit, or (iii) Ssuspension, interruption or termination of, any Permit; Residential and Commercial Solid Waste Collection Contract FY2019-25 Page 78 of 99 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 90 of 318 AGENDA ITEM #10.A. 8/30/2024 Version DRAFT provided the failure, delay, suspension, or termination is not due to the willful misconduct or negligent action or inaction of the Party relying thereon or any third party for whom the Party relying thereon is directly responsible. Collect, Collection or Collecting other form thereof means pick-up and removal of discarded Solid Waste required under this Contract. Collection Commencement Date means the date described in Section 3.01, on which Contractor shall begin providing certain Customer Collection services. (Compare "Contract Commencement Date ".) Collection Hours means the time during which Contractor may collect solid waste under the KIB Code. Collection Service Area means all premises and all units on or within a premises accessible via roads maintained by the State of Alaska. the Borough, the City of Kodiak, or the U.S. Government, in and around Kodiak City and within the boundaries of the Borough, except for the USCG facilities and past milepost one (1) on Aton Larsen Road. Commercial describes Persons (such as Customers) or things (surh as Carts, er Multi family. Commercial Account means a premises or unit that is or would be required to be serviced by a dumpster. This includes premises used for commercial purposes, premises with more than three residential units, premises with more than three units of any type, and a premises which requires a dumpster for solid waste services for any reason. Premises serviced by four roll -carts due to lack of space for a dumpster shall be considered commercial. Commercial premises or unit which qualify under this solid waste collection contract for service less than four roll -carts shall be treated as a residential container for purposes of this contract and the KIBC 08.25. Commercial Customer means the owner or authorized account holder of a premises receiving commercial solid waste collection services. aGustomer whe rommPrnffiall Prpmffirp mean,; PaGh Premise containing that is Ret a Residential Premise . Multi fam ly premise, such as businesses. Compactor means a receptacle containing a ram that pushes and compresses waste into a container or bale. Compensatory Damages means "Compensatory Damages" described in Section 15. Container means any type of storage receptacle for solid waste: cart, roll -cart, dumpster, or roll -off. Residential and Commercial Solid Waste Collection Contract FY2019-25 Page 79 of 99 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 91 of 318 AGENDA ITEM #10.A. 8/30/2024 Version DRAFT Contract means this agreement, including all: (1) Sections; (2) Exhibits; and, (3) Other appended documentation, including Attachments, Exhibits and documentation, which are incorporated in this Contract by reference as if fully set forth herein. Contract Commencement Date means the date on which this Contract is signed by both Contractor and KIB. (Compare "Collection Commencement Date") Contract Hauler means the contractor under this municipal solid waste collection contract. Contract Manager means the following: (1) Contractor Representative (2) Contractor's officers (3) Contractor's directors, and (4) any individual in a Position ofinfluence. Contract Service means the MSW Management Services that Contractor must provide for Customers under this Contract, including all Performance Obligations, the future Collection of Recyclables if agreed to by the Parties, Collection from Roll -offs, Customer billing and collection, and Transportation of Collected MSW to the KIB landfill). (Compare "MSW Management Services".) Contract Service Area (see definition for "Collection Service Area") rneans a„,a.11'�nd Contract Service Asset Document means a document that encumbers or limits Contractor's interest in a Contract Service Asset or that evidences Contractor's ownership interest in the Contract Service Asset, such as: (1) Liease-purchase agreement, (2) linstallment purchase agreement, (3) (financing statement, mortgage or other instrument establishing a security interest to or by Contractor, (4) lif requested by KIB, documents related to Contractor's rights with respect to the Contractor Service Asset, such as Cart warranties, and (5) Iif requested by KIB, documents related to operation and maintenance of the Contractor Service Asset. Contract Service Assets means all property, both tangible and intangible (such as facility leases or equipment installment purchase agreements) used directly or indirectly in performing Contract Services, including the following: (1) Yvehicles, (2) Containers, (3) Rfeceptacles, (4) Oeperation / maintenance equipment and facilities, Residential and Commercial Solid Waste Collection Contract FY2019-25 Page 80 of 99 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 92 of 318 AGENDA ITEM #10.A. 8/30/2024 Version DRAFT (5) Aadministrative / office equipment (such as computer hardware and software, telephones/telefax) and offices. Contract Service Asset Inventory means a listing of all Contract Service Assets that includes a description of the type, size, year in service, comments regarding condition (if relevant), and useful service life for each asset. Contract Service Day means a weekday or Saturday on which Contractor must perform Contract Services, Holidays excepted. (Compare "day" and 'KJB Business Day ".) Contract Service Exceptions means Contractor shall not be obligated to Collect any Solid Waste in the event of any Contract Service Exceptions as defined below and in Section 9.05 of the contract: 1. Dumpster Contract Service Exceptions means a contract service exception in association with a dumpster container. Details in Section 9.05. 2. Roll -Cart Contract Service Exceptions means a contract service exception in association with a roll -cart container. Details in Section 9.05. Contractor means: (1) The Contract Hauler (see definition "contract hauler") (2) The Person named and signing the signature page of this Contract; (3) Any Transferee approved by KIB pursuant to Section 17; (4) For the purposes of indemnities, Contractor, and Contractor's Related Parties. Contractor's Aactions and Performance Obligations include reference to any Subcontractor's actions under this Contract, as applicable, without specifying in each Residential and Commercial Solid Waste Collection Contract FY2019-25 Page 81 of 99 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 93 of 318 AGENDA ITEM #10.A. 8/30/2024 Version DRAFT instance that Contractor must directly take those actions itself or cause its Subcontractors to take those actions on Contractor's behalf. Contractor Documentation means documentation provided by Contractor to KIB under this Contract in form and content satisfactory to KIB, including those documents set forth in Exhibit 8. Contractor Office means any office and other bases of operation located in KIB. Contractor Office Hours means at least 8:00 a.m. to 5:00 p.m. Monday through Friday (Holidays excepted). Contractor Payment Obligations means amounts Contactor owes to KIB, including: (1) Ddamages, including Liquidated Damages and Compensatory Damages; (2) Rfeimbursements to KIB, including KIB's Reimbursement Costs; (3) Aany other amounts provided in this Contract, such as costs of applying to courts for judicial construction of Contract Provisions. Contractor Phone Hours are hours (excepting Holidays) between the following times: (1) 8:00 a.m. and 5:00 p.m., Monday through Friday, Contractor Representative means the individual or individuals authorized by Contractor under Section 18.07 and listed in Contractor Documentation. (Compare "KIB Representative".) Contractor's Reimbursement Costs means Contractor's Direct Costs plus 10% thereof (Compare XIB's Reimbursement Costs.) Contractor's Related Parties means Contractor's employees, partners, officers, agents, Subcontractors, attorneys, consultants, licensees, invitees, and Affiliates. Contractor's Related Parties are third party beneficiaries of provisions that reference them. (Compare XIB's Related Parties" #} Contractor Service Fee means the amount listed on the Contractor Service Fee Schedule. Contractor Service Fee Schedule means the schedule set forth at Section 11.01 Contractor Transition Plan means Contractor Documentation consisting of the plan required by Section 4, which has been approved by KIB. Contract Year means each 12 -month period commencing July 1 and ending June 30, or with respect to less than 12 -month periods following execution, termination or execution of the Agreement, the portion of that 12 -month period. (Compare "Calendar upa4qn4�). Year".) Criminal Activity means any of the following: (1) Ffraud or criminal felony offenses in connection with obtaining, attempting to Residential and Commercial Solid Waste Collection Contract FY2019-25 Page 82 of 99 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 94 of 318 AGENDA ITEM #10.A. 8/30/2024 Version DRAFT obtain, procuring or performing a public or private agreement related to recyclables, yard waste, construction and demolition debris, garbage, refuse, or any other solid waste or MSW Management Services of any kind (including collection, hauling, transfer, processing, composting or disposal), including this Contract; (2) Bbribery or attempting to bribe a public officer or employee of a Regulatory Authority; or (3) Eembezzlement, extortion, racketeering, false claims, false statements, forgery, falsification or destruction of records, obstruction of justice, knowingly receiving stolen property, theft, or misprision (failure to disclose) of a felony; or (4) ! unlawful disposal of hazardous, designated, or other waste; or (5) Vviolation of thefollowing: (i) Ssecurities or antitrust laws (such as laws relating to price-fixing, bid - rigging and sales and market allocation), and (ii) ! unfair and anti-competitive trade practice laws, including with respect to inflation ofwaste collection, hauling ordisposal fees. Cubic Yard means 46,656 cubic inches. Customer or Customer Account means the person or entity whose name and billing information are associated with the solid waste service being provided at a unit, either residential or commercial. (See Account Holder). Contractor. Customer Count is used to calculate the annual fee adjustment for solid waste collections for the following contract year. The equation is as follows: number of residential customer accounts plus the number of commercial containers in service. • For residential units serviced by self -haul or roll -cart, the customer count is defined as the number of residential customer accounts in service. • For commercial units serviced by self -haul or roll -cart, the service or container will be counted towards the residential customer accounts in service. • For commercial units serviced by a two -yard front load dumpster or larger, the customer count is defined as the number of containers in service. Customer Complaint Protocol means the protocol under Section 9.03 In form and content satisfactory to KIB. It is Contractor Documentation. Customer Service Subscription is Contractor Documentation consisting of the service order form prescribed by Section 9.08, as approved by KI B. Residential and Commercial Solid Waste Collection Contract FY2019-25 Page 83 of 99 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 95 of 318 AGENDA ITEM #10.A. 8/30/2024 Version DRAFT Day means a calendar day. (Compare "KIB Business Day" and "Contract Service Day') Default means 'Default" as defined and described in Section 15. Direct Costs means the sum of the following: (1) Ppayroll costs directly related to the performance, or management or supervision of any obligation under the provisions of this Contract, comprised of compensation and fringe benefits, including vacation, sick leave, holidays, retirement, workers' compensation insurance, federal and state unemployment taxes and all medical and health insurance benefits, plus (2) Tthe costs of materials, services, direct rental costs and supplies, plus (3) Ttravel and subsistence costs, plus (4) Tthe reasonable costs of any payments to Subcontractors (with respect to Contractor) or contractors (with respect to KIB) or third party's necessary to and in connection with Performance Obligations; plus (5) Aany other cost or expense which is direct or normally associated with a task performed; plus (6) Rreasonable litigation costs and expenses, including attorneys' fees (including the reasonable value of the services rendered by KIB Counsel's Office) investigation fees and expert witness fees. Which Direct Costs are substantiated by: (7) Aa certificate signed by the principal financial officer of Contractor or an authorized representative of KIB, as the case may be: (i) Ssetting forth the amount of the cost and the reason why the cost is properly chargeable to KIB or Contractor, as the case may be, and (ii) Sstating that the cost is an arm's length and competitive price, if there are competitive prices, for the service or materials supplied; and if KIB or Contractor requests, as the case may be, the additional back-up documentation to substantiate any Direct Cost, including invoices from suppliers, Subcontractors and contractors. Direct Costs excludes profit or return on investment. Disposal or Dispose or other form thereof means final deposition or destruction of Solid Waste. Diversion or Divert means activities that reduce or eliminate the amount of Solid Waste from disposal. Drive-in Service means when the contractor is required to leave the public right-of-way and enter a driveway, private road, or private property. Dumpster means a receptacle for storing solid waste that is picked up with front end loadina by vehicles. such as those having a two-to-eight-vard capacity. thath tos °''^tom'^t Residential and Commercial Solid Waste Collection Contract FY2019-25 Page 84 of 99 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 96 of 318 AGENDA ITEM #10.A. 8/30/2024 Version DRAFT t Dumpster Repair Shop Rate means the hourly rate as set in the contract service fee schedule, section 11.01 along with the cost of any parts or materials for the repairs to a dumpster. See section 6.03.c.5 for more details. Elderly or Handicapped means any Residential Customer who meets the following criteria: (1) H#as handicapped status recognized by the State Department of Motor Vehicles, or (2) Ifs over 65 years old as evidenced by birth dates on driver's licenses, birth certificates, passports, green cards, or other documentation issued by a Regulatory Authority, and (3) Pprovides written representation that he or she is functionally unable to roll his or her Refuse Cart to the curb, and that there is no one else residing in that Customer's premises who is functionally able to roll that Refuse Cartto the curb. Electronic Waste means discarded computers/monitors/equipment, office electronic equipment, entertainment device electronics, mobile phones, television sets, and other materials with electronics that may be Recyclable. Goods or Services means goods or services used in providing Contract Services, including the following: (1) !,labor, (2) Lieases and subleases, (3) Eequipment, (4) Ssupplies, (5) Csapital, (6) linsurance, if the insurer is an Affiliate, (7) Rbonds or other credit support if the surety or other provider is an Affiliate; and (8) Liegal, risk management, general and administrative services. Guarantor means the Person executing the Guaranty. Guaranty means the guaranty in a form approved by KIB, and signed by Guarantor. Herein, Hereof, Hereunder and variations mean "in this Contract", "of this Contract", "under this Contract"; "hereinbefore" and "hereinafter" mean before and after the Contract Commencement Date, respectively. Holidays means days on which KIB offices are closed for business to the public, comprised on the Contract Commencement Date of the following days: (1) New Year's Day, (2) Martin Luther King Day (3) President's Day Residential and Commercial Solid Waste Collection Contract FY2019-25 Page 85 of 99 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 97 of 318 AGENDA ITEM #10.A. 8/30/2024 Version DRAFT (4) Seward's Day (5) Memorial Day, (6) Juneteenth (7) Independence Day, (8) Labor Day, (9) Veteran's Day (10) Thanksgiving Day and the day after Thanksgiving and, (11) Christmas. Household Hazardous Waste means hazardous waste generated at a residential premises or unit. Including or Include or variations thereof means "including without limitation, "including, but not limited to" and "including, at a minimum". Indemnities or Indemnity or Indemnification or variations thereof means Contractor's obligation to hold KIB harmless, and all such related defenses, indemnities, and releases under this Contract. Insurance means the insurance coverages required by Section 13. KIB means the following: (1) TtheKodiak Island Borough; (2) Aanytransferee of Kodiak Island Borough; and, (3) Ffor purpose of Indemnities, Kodiak Island Borough's Related Parties. KIB Business Day means any day on which KIB Administration office is open to do business with the public. (Compare contract "Service Day.29.4 KIB Code means municipal law of KIB. KIB Governing Body means KIB Assembly. KIB Office Hours means the hours of any KIB Business Day on which KIB Administration office is open to do business with the public. (Compare 'Contractor Office Hours") KIB Representative means the individual holding the position named by KIB under Section 18.7 (Compare "Contractor Representative".) KIB's Reimbursement Costs means KIB's Direct Costs plus 15%. (Compare "Contractor's Reimbursement Costs".) KIB's Related Parties means KIB's officers, employees, agents, contractors, attorneys, administrators, affiliates, representatives, servants, insurers, heirs, assigns, volunteers, and each and every one of them. They are third party beneficiaries of provisions in this Contract that reference them. (Compare "Contractors Related Parties) KIB Landfill means the landfill owned by KIB. Letter of Credit means the letter of credit described m Section 13.03. It is Contractor Residential and Commercial Solid Waste Collection Contract FY2019-25 Page 86 of 99 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 98 of 318 AGENDA ITEM #10.A. 8/30/2024 Version DRAFT Documentation. Liabilities and Losses means all of the following: (1) Lliabilities; (2) Liawsuits; (3) Cslaims; (4) Ceomplaints; (5) Ccauses ofaction; (6) Ccitations; (7) (investigations; (8) Ddemands; (9) Celean-up orders; (10) Ddamages (including actual, special, consequential and punitive) whether in contract or in tort, such as natural resource, property and personal injury damages; (11) Ccosts and expenses, including (i) Aall costs and expenses of litigation, mediation or arbitration, accountant fees, engineer's fees, attorney's fees (whether KIB's or Contractor's staff attorneys or outside attorneys) and other consultant's fees, expert witness fees, and court costs; and, (ii) Rfesponse remediation and removal costs. (12) Liosses; (13) Ddebts; (14) Liiens; (15) Mn4ediation, arbitration, legal or administrative proceedings; (16) (interest; (17) Ffines, charges, penalties; and, (18) Oether detriments of every nature and description, whether under state or federal law. Liquidated Damages are described in Section 15.01 and Exhibit C. Monthly Meeting means the meeting prescribed by Section 10.03. MSW Management Services means: (1) Municipal Solid Waste (MSW) (2) Ceollection, transportation, storage, transfer, orprocessing ofsolidwaste; and/or (3) Aarranging for disposal of solid waste. Residential and Commercial Solid Waste Collection Contract FY2019-25 Page 87 of 99 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 99 of 318 AGENDA ITEM #10.A. 8/30/2024 Version DRAFT nF gelid Waste) Fn thn r`nntr;;nt St-ry nn Arta th At Ar'.. et Multi family Gustnrnpr rnpans a AkA.4nS 9F GGG61pies a Multi Pamily Premise. Multi family Premises means premises that are not residential premises (and therefore Non -Collection Notice means a notice in form and substance satisfactory to KIB left by Contractor in event of Contract Service Exceptions, such as Discard of Unpermitted Materials. Notice or Notify or other variation thereof means notice given under Section 20. "Due Notice" or "Notice duly given", refers to Notice given under Section 20. Owner means each person or entity identified as holding the title of ownership for a premises or unit. The owner is the responsible party for the unit(s) signing up for a solid waste services account and maintaining that account in good standing with the contract hauler. Owners of multiple premises or units will have more than one account. Own, Owner of Ownership or other variation there or has the meaning provided in the constructive ownership provisions of Section 316(a) of the Internal Revenue Code of 1986, as in effect on the Contract Commencement Date, except that: (1) 10% is substituted for 50% in Section 318(a)(2)(C) and in Section 318(a)(3)(C) thereof; (2) Section 318(a)(5)(C) is disregarded, and (3) Ownership interest of less than 10 percent is disregarded and percentage interests is determined on the basis of the percentage of voting interest or value which the ownership interest represents, whichever is greater. Party and Parties means the following 2 Persons, individually and together: (1) KIB,and (2) Contractor. Performance Assurances means each and every Indemnity, Insurance, Letter of Credit and Guaranty, and any other instrument described in Section 13. Performance Obligations means each and every obligation and liability of Contractor under this Contract. Permit means any of the following, of whatever kind and however described that Applicable Law requires Contractor to obtain or maintain with respect to satisfaction of Performance Obligations, as renewed or amended from time to time: (1) Permit; (2) Registration; (3) Order; Residential and Commercial Solid Waste Collection Contract FY2019-25 Pane 88 of 99 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 100 of 318 AGENDA ITEM #10.A. 8/30/2024 Version DRAFT (4) License (including business license); (5) Approval; (6) Authorization; (7) Consent; and, (8) Entitlement Person means any of the following: (1) Individual; (2) Sole proprietorship (3) Firm; (4) Association; (5) Organization; (6) Partnership (whether limited or general); (7) Corporation; (8) Trust; (9) Joint venture; (10) Regulatory Authority' or, (11) Any other entity Pledged Bank Account means the bank account that the contractor deposits security funds. Position of Influence means a position of authority or responsibility to directly or indirectly administer, manage, direct, supervise or oversee Contract Services or this Contract, including the following: (1) Affiliate Parents' officers; (2) Affiliate Parents' directors; (3) Individual who reviews or negotiates Contractor's contracts (including this Contract); (4) Individual who provides in-house legal services; (5) Affiliate insurer (captive insurance), (6) Guarantor, and (7) Affiliate surety or other Person providing Performance Assurance. Premises means a tract of land with a building or buildings that generate solid waste which are habitable and located in the contract service area and are safely accessible by vehicles. habitable buildiR99 Innatpd In the GAntFaAt SaFyiGe Area and safely aGGessible by VehiGles. Processing means solid waste: (1) Rreduction; (2) Sseparation; (3) Rrecovery; (4) Ceonversion; (5) _Rfecycling; and, (6) Ceomposting. Residential and Commercial Solid Waste Collection Contract FY2019-25 Page 89 of 99 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 101 of 318 AGENDA ITEM #10.A. 8/30/2024 Version DRAFT Processing means 'processing" of Solid Waste: it does not mean baling refuse. Promptly or Prompt means as soon as practicable, but not more than two (2) days. Quarter means any of all of the following periods, as the context demands: (1) January, February, March ("I st Quarter"), (2) April, May, June ("2nd Quarter"), (3) July, August, September ("3rd Quarter"), (4) October, November, December ("4th Quarter"). Proposal means the response provided by the Contractor to the Residential and Solid Waste Collection and Recycling Services Request For Proposal. RCRA means the Resource Conservation and Recovery Act (42 U.S.C. Section 6901 et seq. Reasonable Business Efforts means those efforts a reasonably prudent businessperson would expend under the same or similar circumstances in the exercise of that Person's business judgment, intending in good faith to take steps calculated to satisfy the obligation which that Person has undertaken to satisfy. Receptacle means any Cart, Dumpster, Roll Off Container, or other receptacle (such as bags designed for solid waste discard, but not shopping or grocery bags) for storing discarded Refuse. Records means information relating to Contract Services and other Performance Obligations, including documentation in any form or media, including: (1) Ledgers and books of account: (2) Invoices, vouchers and canceled checks; (3) Logs and correspondence; (4) Data and computations; (5) Files; (6) Reports; (7) Drawings, plans and designs (other than those respecting facilities or facility operations that do not involve Collection, such as materials recovery facility plans and specifications); and, (8) Photographs. Recyclables means materials which can be reprocessed, reconditioned, or adapted to use again or for a new use or function. Solid Waste that s reGyGlable. Recyclables Processing Facility means the Contractor -operated facility where it processes recyclables for shipment to markets. Recycle, Recycling or Recyclable means the process of collecting, sorting, cleansing, treating, and reconstituting materials that would otherwise become solid waste and returning them to the economic mainstream in the form of raw material for new, reused, or reconstituted products that meet the quality standards necessary to be used in the marketplace. Residential and Commercial Solid Waste Collection Contract FY2019-25 Page 90 of 99 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 102 of 318 AGENDA ITEM #10.A. 8/30/2024 Version DRAFT Recycled Content Procurement Policy means KIB'S current buy -recycled policy, if any. Recycling or Recycling Services means all activities related to managing Recyclables. Refuse means Solid Waste comprised of rubbish, trash, and garbage, excluding any Bulky Item that Contractor Diverts. Regularly Scheduled Collection Day(s) means the same day(s) each week on which Contractor provides Collection to a Customer. Regulatory Authority means each of the following that has jurisdiction over either Party or this Contract: (1) The United States; (2) The State of Alaska and other states; (3) KIB; (4) Governmental authorities, agencies and districts; (5) Governmental boards and commissions; (6) Federal, state and local courts; and, (7) Any other municipal, governmental or public bodies. Report means any report that Contractor is obligated to provide under this Contract, including Section 10. , types of Cell.d Waste) OR the Gentrant Cerafee Area that r nide rd elateto peso dentia) oreFRiS_eS Residential Account means a premises or unit that is designed to be a dwelling and that is not included in a commercial account serviced by a dumpster. Residential accounts are serviced by either self -haul or roll -cart services. Residential Customer means the owner or authorized account holder of a premises or unit receiving residential solid waste services. Rk-ski,enti.al or,-.rng e Residential Premise means a premises meeting beth of the following Gond tions: (1) It n nt.aiRS ene, twe er three .iwelliRg un t(s); an.l (2) Each dwelling n't is occupied by rela-tedindividuals or by 5 or fewer related in.di.,i.dualo Roll Off Container means an open -topped rectangular container for storage, collection and transport of Solid Waste that are rolled on and off flatbed collection vehicles via winches or reeving cylinders (hooks). Rollout Service means taking the following actions by manual means: (1) Dismounting from theCollection Vehicle, (2) Moving a Receptacle more than five feet (6) from its storage location indicated on that Customer's Service Subscription (such as within enclosures or by Residential and Commercial Solid Waste Collection Contract FY2019-25 Pane 91 of 99 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 103 of 318 AGENDA ITEM #10.A. 8/30/2024 Version DRAFT garages) to the Collection Vehicle for emptying, and (3) Returning the Receptacle to itsstorage location. Self -haul means a residential customer who hauls their own solid waste to a public roll -off dumpster site location and/or the borough landfill. Commercial self -haul is a commercial customer that hauls their own solid waste to the borough landfill. Senior Discount means the amount by which the Contractor Service Fee is reduced from time to time by KIB for providing Contract Service to any Residential Customer who is over 65 years old as evidenced to KIB by birth dates on driver's licenses, birth certificates, passports, green cards, or other documentation issued by a Regulatory Authority. Service Day means a weekday or Saturday, Holidays excepted, when Contractor must provide Contract Service. (Compare "KIB Business Day".) Set -out Site means the location agreed to by Contractor and the Customer and indicated on the Customer Service Subscription or required by KIB, where Customer must place its Carts for Collection, including: (1) Residential curb: on the curb in front of Residential Premises; in the street immediately adjacent to that curb or; if there is no curb, at the edge of Customer's property abutting the street, unless Contractor provides Roll-out Service or Up -the- Drive Service; (2) Roll-out Service: at the storage location agreed upon between a Residential Customer and Contractor and included on the Customer Service Subscription; and. (3) Up -the -Drive Collection: at the storage location agreed upon between a Residential Customer and Contractor. Sharing of a Dumpster means a dumpster on a premises that has multiple billing units, and the dumpster is shared between the owners and/or account holders of the units. Owners and/or account holders that elect to share a dumpster need to do so with a written agreement between themselves and the contract hauler. See KIBC 8.25.070.D. Sole Purpose Dumpster means a dumpster that is rented from the contract hauler by a customer in which only one type or category or solid waste is allowed to be deposited. See KIBC 8.25.060.B. Solid waste means "municipal solid waste" defined under AS 46 .03.900. Solid Waste means "municipal solid waste" discarded in Receptacles, other than Unpermitted Waste, located in the Contract Service Area that Contract Must Collect, including: (1) Refuse; (2) Recyclables; (3) Bulky Items; and, Residential and Commercial Solid Waste Collection Contract FY2019-25 Page 92 of 99 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 104 of 318 AGENDA ITEM #10.A. 8/30/2024 Version DRAFT (4) C&D Debris. Solid Waste Collection means the act of removing solid waste from the central storage point of a primarV generating source, such as a residence or business, to a place of solid waste disposal. Solid Waste Disposal means the orderly process of finally disposing of solid waste at the borough landfill. Solid Waste Generator means anyone who creates solid waste during everyday living and working. Solid Waste Management Facility means the following facilities, individual and together, as the context demands: (1) KIB Landfill; and, (2) any other facility that handles Solid Waste and that is approved by KIB. Solid Waste Storage means the interim containment of solid waste, in an approved manner, after generation and prior to collection and disposal. State means the State of Alaska. Subcontract means any arrangement, formal or informal, written or merely in practice, between Contractor and a Subcontractor, including: (1) Ceontractsoragreements; (2) =letters or memorandum of understanding or intent; and, (3) Ssubscription or purchaseorders. Subcontractor means anyone Person that provides Goods or Services related to Collection, transportation or storage of Solid Waste or related to Service Assets, including their operation, maintenance, and repair, to or on behalf of Contractor. Such as means for example. Term of this Contract means the period beginning on the Contract Commencement Date and ending on the Termination Date. Termination Date means the date this Contract expires or is earlier terminated. Termination Events are such instances as described in Section 16.01. Ton (or Tonnage) means a short ton of 2,000 pounds avoirdupois. Transfer means any of the following: (1) Sselling, exchanging or otherwise transferring Ownership or control of Contractor (through sale, exchange or other transfer of outstanding stock, partnership shares, equity interest or otherwise); Residential and Commercial Solid Waste Collection Contract FY2019-25 Page 93 of 99 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 105 of 318 AGENDA ITEM #10.A. 8/30/2024 Version DRAFT (2) Ifssuing new stock or selling, exchanging or otherwise transferring 20% or more of the then outstanding common stock of, or partnership shares or equity interest in, Contractor; (3) Aany dissolution, reorganization, consolidation, merger, re -capitalization, stock issuance or re -issuance, voting trust, pooling agreement, escrow arrangement, liquidation, buy-out or other transaction which results in a change of Ownership or control of Contractor: (4) Aany assignment by operation of law, including insolvency or bankruptcy, making assignment for the benefit of creditors, writ of attachment of an execution, being levied against Contractor, appointment of a receiver taking possession of any of Contractor's tangible or intangible property; (5) Aany sale or other transfer of 50% or more of the value of assets of Contractor except for sales or transfers to parents, grandparents, siblings, children, and grandchildren of persons having a shareholder, partnership or other equity interest in Contractor on the Contract Commencement Date ("Immediate Family") or trust created primarily to benefit members of the Immediate Family; (6) Ssubstitution by a surety company providing any performance bond of another Person for Collector to perform Contract Services; and (7) Aassumption of any of Contractor's rights under this Contract, or (8) Aassumption by, delegation to or takeover of any Performance Obligations or any other Contractor's duties or responsibilities under this Contract by any Person other than Contractor, whether by Subcontract, unless approved by KIB pursuant to the requirements ofthis Contract, orany other mechanism. (9) Aany combination of the forgoing (whether or not in related or contemporaneous transactions), without consideration, which has the effect of any transfer or change of Ownership or control of Contractor. For the purpose ofthis definition, "control" has the meaning provided in Rule 144ofthe Securities Act of 1993 Transition Plan means the Contractor Documentation consisting of the plan submitted by the Contractor pursuant to Section 4 [No Longer Applicablel, as approved by KIB. Uncontrollable Circumstance(s) means any of the following events: (1) Any natural disaster such as landslide, lightning, earthquake, fire, flood, tsunami, (other than reasonably anticipated weather conditions for the geographic area of KIB, such as wind, rain or snow); (2) Sabotage, explosion; (3) Insurrection, riot or civil disturbance, war or other emergency affecting KIB declared by the President of the United Sates or Congress of the United States, the State Governor or KIB Governing Body; Residential and Commercial Solid Waste Collection Contract FY2019-25 Page 94 of 99 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 106 of 318 AGENDA ITEM #10.A. 8/30/2024 Version DRAFT (4) Failure of public agency or private utility to provide and maintain water, power or service in KIB or at Contractor's operations and maintenance yard or administrative offices; (5) Other catastrophic events beyond the reasonable control of that Party and not the result of willful or negligent action or inaction of that Party (other than the contesting in good faith or the failure in good faith to contest that action or inaction), which materially and adversely affects the ability of either Party to perform any obligation under this Contract despite that Party's exercise of due diligence. Uncontrollable Circumstances excludes, without limitation: (1) Breach, Default or Contractor's financial inability to satisfy its Performance Obligations; (2) Strikes, work stoppages or other labor disputes or disturbances of any Subcontractor or Contractor's inability to hire adequate numbers of personnel who are competent and skilled in the work to which they are assigned; (3) Failure of Contractor to obtain Permits and patents, licenses, or trademarks necessary to perform Contract Services; and (4) The failure of any Contract Service Asset to function under any warranties, unless caused by Uncontrollable Circumstances. Uninhabitable means a unit that is not suitable for living or working in. The account holder may apply for this categorization but must prove they do not have any other utility services: electricity, water/sewer, or heat. Unit means a whole building, or any portion of a building which is designed for separate occupancy for commercial or residential purposes, which generates solid waste. Units in a single structure with separate entrances and separated by a common wall, are considered units regardless of whether they have separate addresses for other utility services. Unit Occupant means the person or entity occupying, or who has the right to occupy, a unit. Unpermitted Waste means materials that cannot be disposed of in the KIB Landfill under Applicable Law of the State or K18 rules. Unpermitted Waste Screening Protocol is Contractor Documentation cons1stmg of the protocol that Contractor has submitted pursuant to Section 9.03, which has been approved by KIB. Vehicle means any truck used to provide Contract Services. Violation means any noncompliance with Applicable Law as evidenced by written notice, assessment, or determination of any Regulatory Authority to Contractor, whether or not a fine or penalty is included, assessed, levied or attached. Residential and Commercial Solid Waste Collection Contract FY2019-25 Pane 95 of 99 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 107 of 318 AGENDA ITEM #10.A. 8/30/2024 Version DRAFT SECTION 24: EXECUTION 24.01 Execution in Counterparts. This Contract may be signed in any number of original counterparts. All counterparts will constitute butoneand thesame Contract. 24.02 Authority to Execute. a. KIB. KIB warrants that its officers listed below have been duly authorized to execute this Contract on itsbehalf b. Contractor. Contractor warrants that the individuals listed below have been duly authorized to execute this Contract on behalf of Contractor. Residential and Commercial Solid Waste Collection Contract FY2019-25 Page 96 of 99 Contract No. FY2019-2513, Amendment #2, With Waste Connections of Alaska,... Page 108 of 318 8/30/2024 Version DRAFT EXHIBIT A REQUEST FOR PROPOSAL Residential and Commercial Solid Waste Collection Contract FY2019-25 Pane 97 of 99 AGENDA ITEM #10.A. Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 109 of 318 AGENDA ITEM #10.A. 8/30/2024 Version DRAFT EXHIBIT B LIQUIDATED DAMAGES Liquidated Damages. Pursuant to Section 15.01 ofthe Exclusive Service Contract for Residential and Commercial Solid Waste Collection and Recycling Services Contract executed by and between the Kodiak Island Borough (KIB) and (contractor), Contractor shall be liable to KIB for liquidated damages in the amount of $75.00 for any first incident, $100.00 for any second incident within 12 months, and $200.00 for every similar incident thereafter within 12 months, should KIB determine that Contractor has committed certain breaches of its Performance Obligations. KIB's assessment of Liquidated Damages does not preclude KIB from enforcing the KIB Code for corresponding Violations. 2. Breaches for Which Liquidated Damages May Be Assessed. a. Failure to provide Contract Services to any Customer, including missed pickups; b. Failure to return emptied Containers to its Set -out site; c. Failure to deliver any collected Solid Waste to a disposal facility approved by KIB; d. Failure to maintain Records, including but not limited to Contractor's failure to record a complaint; e. Failure to timely respond to and resolve a customer complaint; f. Failure to deliver, repair, replace or pick up Carts, Dumpsters or Roll -offs; g. Failure to observe Collection schedule; h. Failure to observe Contractor's Office Hours; i. Failure to clean up litter, spills, and leaks; j. Transportation of collected waste and recyclables in uncovered Collection Vehicles; k. Failure to provide KIB with timely access to Records; I. Failure to display its telephone number on Vehicles; m. Failure to return KIB telephone calls; n. Failure to meet with KIB; o. Failure to remedy any violation of KIB code within five (5) days of any Notice of Violation; p. Failure to submit Reports, or any other required documentation, to KIB; q. Failure to charge Customers consistent with the Contractor Service Fee Schedule; r. Engaging in discourteous behavior toward Customers; Residential and Commercial Solid Waste Collection Contract FY2019-25 Page 98 of 99 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 110 of 318 AGENDA ITEM #10.A. 8/30/2024 Version DRAFT EXHIBIT C CONTRACTOR'S PROPOSAL DOCUMENTS Residential and Commercial Solid Waste Collection Contract FY2019-25 Pane 99 of 99 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 111 of 318 AGENDA ITEM #10.A. 3.19.2021 Version FIRST AMENDMENT VERSION II TO CONTRACT NO. FY2019-25 RESIDENTIAL AND COMMERCIAL SOLID WASTE COLLECTION AND RECYCLING SERVICES BETWEEN KODIAK ISLAND BOROUGH AND WASTE CONNECTIONS OF ALASKA, INC. dba ALASKA WASTE MAY 2019 AMENDED MARCH 2021 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 112 of 318 AGENDA ITEM #10.A. 3.19.2021 Version This Second Amendment to Contract No. FY2019-25 ("Amendment") is made and entered into effective as of the 18th day of March 2021 ("Amendment Effective Date"), by and between WASTE CONNECTIONS OF ALASKA, INC. ("Contractor'), and KODIAK ISLAND BOROUGH (the `Borough"). Contractor and the Borough are each individually referred to herein as a "Partv" and collectively as the "Parties". Capitalized terms not otherwise defined herein shall have the respective meanings ascribed to them in the Agreement (as defined below). BACKGROUND A. WHEREAS, Contractor and the Borough entered into Contract No. FY2019-25 (the "Agreement') dated July 19, 2019; and B. WHEREAS, the Parties have discovered and agree that the original contract contained an error in the listing of the commercial dumpster rates due to failure to properly transfer the rates proposed in the Contractor's proposal into the contract document; and C. WHEREAS, section 11.03 permits CPI adjustments to Collection and Administrative Cost Component, and PPI adjustments to the Fuel Cost Component beginning July 1, 2020 for each successive year of the contract; and D. WHEREAS, section 11.03 permits and a Disposal Cost Component adjustment July 1, 2020 and each July 1 thereafter based upon the changes in the tonnage rate charged the Contractor and the change in customer's served since an April 15, 2018 reference date but the Request for Proposals used rates as of October 2018 as a reference point for rate proposals; and E. WHEREAS, section 6.03 contains two sections labelled as subsection b and is ambiguous as to the authority and criteria for changes in container size; and F. WHEREAS, the parties desire to revise the method for determining and charging the per occurrence charges for Residential Roll -Off or Dumpster Clean-up Costs; and G. WHEREAS, the Parties now desire to amend the Agreement to correct the error in the listing of the commercial dumpster rates as they appeared in the original agreement; to correct the reference date for calculation of adjustments for changes in disposal rates; to reduce the ambiguity as to the intended operation of subsection 6.03(b), and to incorporate those adjustments due under section 11.03 of the contract effective as of July 1, 2020. AGREEMENT NOW, THEREFORE, in consideration of the premises and obligations as set forth in this Amendment, the receipt and adequacy of which is hereby agreed to and acknowledged, the Parties agree as follows: 1. Amendment to Section 6.01(b) of the Agreement. The subsection entitled "Mandatory Service" on page 11 of the agreement is amended to clarify how the standard container charge for self -hauling customers is determined, and restated to read as follows: "(b)" If anyone notifies Contractor in writing that he or she wishes to personally store, collect, transport and dispose of Solid Waste generated on that person's Premises, (referred to as "self -haul"), Contractor may nevertheless charge that person a Contractor Service Fee commensurate with the weekly roll cart fee, based upon 95 gallons or less of Solid Waste that the self -haul (commercial or residential) Customer discards at the Landfill or a Roll Off Container. 2. Amendment to Section 6.03(b) of the Agreement. The subsection entitled "Dumpster Options" on page 13 of the agreement is amended to clarify how the appropriate container is determined, and restated to read as follows: b. Dumpster Options. Contract No. FY2019-2513, Amendment #2, With Waste Connections of Alaska,... Page 113 of 318 AGENDA ITEM #10.A. 3.19.2021 Version (1) Standard Option. Contractor will provide each Commercial Premise and Multi -Family Premise (as defined in section 23) with one 2.0 cubic yard capacity dumpster to be Collected once weekly for the charge listed on the Service Fee Schedule in Section 11.01, subject to the following exceptions: (i) If a Premise falls within a Borough -designated "Bear Aware" area, it shall without exception receive a bear -resistant Dumpster. (ii) A Commercial Customer may direct Contractor to provide a Dumpster of alternate capacity, or one or more Roll -Off Containers, subject to the charges prescribed by the Contractor Service Fee Schedule. (iii) A Commercial Customer which requires one or two 95 -gallon roll carts per week to properly store and dispose of their refuse may request and receive a reduction to single or double roll carts charged at the roll cart rate. A Commercial Customer which requires more than two 95 -gallon roll carts weekly to securely store and dispose of their refuse will receive service under the standard option, subject to modification only under (ii), (iv), (v) and (vi) of this section. (iv) A Commercial Customer with dumpster service may also direct Contractor to, notwithstanding any Regularly Scheduled Collection Day(s), collect refuse from the Customer's Premises on alternate or additional days as agreed to between the Contractor and Customer, and subject to the Contractor Service Fee Schedule. (v) For a Commercial Premise or Multi Family Premise, should the Contractor, in its sole discretion, determine that there is insufficient room at a premise to place or safely collect one or more dumpsters for each customer using the corresponding set- out site, the Contractor will either: A. Provide one or more carts of the capacity and number that each Customer requires to safely and adequately store its discarded Refuse pending Collection; or. B. Allow one or more Customers to share a Dumpster. (vi) Should the Contractor determine that the routine waste volume of a Commercial Premises or Multi Family Premise requires a larger capacity container, the Contractor may provide container(s) of sufficient size and notify the customer and the Borough of the change in container(s). (vii) If there is a dispute as to the size container required or whether a customer's waste stream requires more than the customer requested container(s) the Borough Manger or designee will review the circumstances and make a final administrative determination. 3. Amendment to Section 6.03(b -d) of the Agreement. The subsection entitled "b. Compactors" on page 13 of the agreement is incorrectly labelled as a second subsection 6.03(b). This section is re -labelled as subsection 6.03(c), and the subsections labelled (c) and (d) on page 14 of the agreement are re -labelled to be (d) and (e). 4. Amendment to Section 11.01 of the Agreement. The table titled "Contractor Service Fee for Cart Service" on page 29 of the Agreement which originally read: Contractor Service Fee for Cart Service Monthly Service Fee (Serviced Once per Container Week) Senior Discount 95 -gallon Bear Resistant Roll Cart $49.95 $42.95 -$7.00 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 114 of 318 AGENDA ITEM #10.A. 3.19.2021 Version Each Additional 95 -gallon Bear Resistant Roll Cart $49.95 $42.95 47.00 Residential Roll -Off Roll Off Rate Per Size Roll Off Rate Per Size Additional Set -Out Fee No Charge No Charge is hereby amended to incorporate the adjustments permitted under section 11.03 effective July 1, 2020 and restated in its entirety to read as follows: Contractor Service Fee for Cart Service Container Monthly Service Fee (Serviced Once per Week) Senior Discount 95 -gallon Bear Resistant Roll Cart $49.25 $42.25 -$7.00 Each Additional 95 -gallon Bear Resistant Roll Cart $49.25 $42.25 -$7.00 Residential Roll -Off Roll Off Rate Per Size Roll Off Rate Per Size Additional Set -Out Fee No Charge No Charge 5. Amendment to Section 11.01 of the A eement. The table titled "Contractor Service Fee Surcharges for Services SHALL NOT EXCEED" on page 30 of the Agreement is hereby amended to amend the item "Residential Roll - Off or Dumpster Clean -Up Costs", to refer only to "Dumpster clean-up costs", and a new provision for fees for Residential Roll -Off Clean -Up Costs is added to read as follows: "Residential Roll -Off Clean -Up Costs shall be compensated by a one-time charge of $4.93 to each customer utilizing a roll cart and self- haul customer which will appear on their April 2021 invoice, and on the January invoice for subsequent contract years. This fee will be adjusted annually on January 1, based on the actual cost of the twelve-month period from November 191- October 3I"preceding the January 1 charge. Actual cost will be determined based upon the costs of picking up any litter and trash around residential roll off containers, not including bulky items which are too large to fit in a trash bag or any hazardous materials, for a distance of 20 feet, to be charged in 1 -minute increments of time, for a fee of $1.00. At the end of each month, Alaska Waste will provide KIB with copies of route sheets to document actual time spent, along with a summary of those sheets." 6. Amendment to Section 11.01 of the A eement. The table titled "Contractor Monthly Service Fee for Dumpsters" on page 30 of the Agreement is hereby corrected to reflect the rates in the proposal effective as of the July 2019 signing of the contract as follows: Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 115 of 318 AGENDA ITEM #10.A. 3.19.2021 Version and is further amended effective July 1, 2020 to incorporate the adjustments permitted under section 11.03 and restated in its entirety to read as follows: Contractor Monthly Service Fee for Du stens Contractor Monthly Service Fee for Dum stens 3040 cubic yard 10-20 cubic yards Dumpster Compactor Dumpster Number of Dumpstern Scheduled Tips Per Week $161.44 per haul, plus Number of Dum stern Scheduled Tips Per Week Size 1 2 disposal fee, plus Size 1 5 2 Extra Pickup 3 $ 313.42 4 $ 5 $ 1,253.70 6 Extra Pickup 2 and $ 312.15 $ 624.28 $ 936.44 $ 1248.59 $ 1560.74 $ 1872.88 $ 82.90 2.6 yard $ 416.95 $ 833.89 $ 1250.84 $ 1667.78 $ 2084.73 $ 2501.67 $ 110.74 3 yard $ 486.81 $ 973.62 $ 1460.43 $ 1947.25 $ 2434.06 $ 2920.87 $ 129.29 3.6 yard 1 $ 575.91 $ 1151.83 $ 1727.74 $ 2303.65 $ 2879.57 $ 3455.48 $ 152.96 4 yard $ 635.31 $ 1270.63 $ 1905.94 $ 2541.26 $ 3176.57 $ 3881.89 $ 168.73 5 yard $ 744.87 $ 1599.29 $ 2234.60 $ 2979.47 $ 3724.34 $ 4469.20 $ 197.83 5.5 yard $ 799.64 $ 1199.46 $ 2398.98 $ 3198.58 $ 3998.22 $ 4797.86 $ 212.38 6 yard $ 854.42 $ 1708.84 $ 2563.26 $ 3417.68 $ 4272.10 $ 5126.52 $ 226.92 8 yard $ 1,088.73 $ 2177.45 $ 3266.18 1 $ 4354.90 $ 5443.63 $ 6532.36 $ 289.15 *Contractor Service Fee for multiple Dumpsters is equal to the above scheduled amounts multiplied by the number of Dum sters and is further amended effective July 1, 2020 to incorporate the adjustments permitted under section 11.03 and restated in its entirety to read as follows: 7. Amendment to Section 11.01 of the A eement. The table titled "Contractor Monthly Service Fee for Roll - Off Service" on page 31 of the Agreement which initially read as follows: Contractor Mont-Idy Service Fee for ROILwOff Service Contractor Monthly Service Fee for Du stens 10-20 cubic yard 3040 cubic yard 10-20 cubic yards Dumpster Compactor Compactor Number of Dumpstern Scheduled Tips Per Week $161.44 per haul, plus $214.69 per haul plus Size 1 2 disposal fee, plus 3 4 5 6 Extra Pickup 2 yard $ 313.42 $ 626.85 $ 940.27 $ 1,253.70 $ 1,567.12 $ 1,880.53 $ 83.24 2.6 yard $ 418.65 $ 837.30 $ 1,255.96 $ 1,674.61 $ 2,093.26 $ 2,511.89 $ 111.19 3 yard $ 488.80 $ 977.59 $ 1,466.39 $ 1,955.19 $ 2,443.99 $ 2,932.79 $ 129.82 3.6 yard $ 578.26 $ 1,156.52 $ 1,734.78 $ 2,313.04 $ 2,891.30 $ 3,469.58 $ 153.58 4 yard $ 637.91 $ 1,275.81 $ 1,913.71 $ 2,551.61 $ 3,189.52 $ 3,827.45 $ 169.42 5 yard $ 747.91 $ 1,495.82 $ 2,243.73 $ 2,991.64 $ 3,739.55 $ 4,487.45 $ 198.64 5.5 yard $ 802.91 $ 1,605.81 $ 2,408.71 $ 3,211.62 $ 4,014.52 $ 4,817.45 $ 213.24 6 yard $ 857.91 $ 1,715.82 $ 2,573.72 $ 3,431.63 $ 4,289.54 $ 5,147.45 $ 227.85 8 yard $ 1093.17 $ 2,186.35 $ 3,279.52 $ 4,372.70 $ 5,465.87 $ 6,559.02 $ 290.33 *Contractor Service Fee for multiple Dumpsters is equal to the above scheduled amounts multiplied by the number of Dum sters 7. Amendment to Section 11.01 of the A eement. The table titled "Contractor Monthly Service Fee for Roll - Off Service" on page 31 of the Agreement which initially read as follows: Contractor Mont-Idy Service Fee for ROILwOff Service 10-20 cubic yard 3040 cubic yard 10-20 cubic yards 30-40 cubic yards Compactor Compactor $161.44 per haul, plus $214.69 per haul plus disposal fee, plus disposal fee, plus $161.44 per haul, plus $214.69 per haul, plus $21.25 disconnect fee $21.25 disconnect fee disposal fee disposal fee if applicable) if applicable) Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 116 of 318 AGENDA ITEM #10.A. 3.19.2021 Version is hereby amended to incorporate the adjustments permitted under section 11.03 effective July 1, 2020 and restated in its entirety to read as follows: Contractor Monthly Service Fee for Roll -Off Service Service Fee for Cardboard Recycling Service 10-20 cubic yard 3040 cubic yard 10-20 cubic yards 30-40 cubic yards Compactor Compactor $214.69 per haul $160.63 per haul, plus $213.61 per haul plus disposal fee, plus disposal fee, plus $160.63 per haul, plus $213.61 per haul, plus $21.25 disconnect fee $21.25 disconnect fee disposal fee I disposal fee if applicable) if applicable) 8. Amendment to Section 11.01 of the Agreement. The table titled "Contractor Monthly Service Fee for Cardboard Recycling Service" on page 31 of the Agreement which initially read as follows: Contractor Monddy Service Fee for Cardboard Recycling Service 10 cubic yards 20 cubic yards 30 cubic yards $160.63 per haul 40 cubic yards $161.44 per haul $161.44 per haul $214.69 per haul $214.69 per haul is hereby amended to incorporate the adjustments permitted under section 11.03 effective July 1, 2020 and restated in its entirety to read as follows: Contractor Monthly Service Fee for Cardboard Recycling Service 10 cubic yards 20 cubic yards 30 cubic yards 40 cubic yards $160.63 per haul $160.63 per haul $213.61 per haul $213.61 per haul 9. Amendment to section 11.03(b) Annual Adjustment. Section 11.03(b) "Annual Adjustment" on page 32-33 is amended to make provision for the disposal rate adjustment based upon any actual changes in rates adopted by the Assembly in conjunction with the budget process. As revised this section will read as follows (added language underlined): b. Annual Adjustment. On July 1, 2020, and each following July 1, the Contractor Service Fee will be adjusted so as to make it equal to the Contractor Service Fee that is in effect during the prior Contract Year (or portion of that Contract Year), plus or minus the Weighted Adjustment Percentage times that Contractor Service Fee. Between April 1 and April 30 of each Contract Year, Contractor will prepare a statement setting forth Contractor's detailed calculation of Contractor's requested annual adjustment in Contractor Service Fee in the form of the following examples or other format prescribed by KIB (see, for example, subsection h). The calculation of the disposal component shall be made based upon the estimated change in the disposal cost proposed as provided by the Borough Manager or designee. Contractor's statement is for convenience of KIB but is not binding on KIB. KIB may make corrections or adjustments to that statement. After final Assembly approval of any change in disposal rates the disposal component adjustment shall be modified accordingly. The method used to calculate the annual service fee adjustment is set forth in the following subsection c. Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 117 of 318 AGENDA ITEM #10.A. 3.19.2021 Version 10. Amendment to Section 11.03(c)(4) of the Agreement. Titled "Disposal Cost Component: Change in Disposal Fee and Tonnage Per Customer" on page 33 of the Agreement is hereby amended and restated in its entirety to read as follows: (4) Disposal Cost Component: Change in Disposal Fee and Tonnage Per Customer. The disposal cost identified by the Contractor for each level of service will be adjusted by 100% of the change, if any, in the tonnage rate charged Contractor at KIB Landfill (compared to the rate in effect when the RFP was issued in October 2018), and for the change, if any, in the ratio between tons disposed and the number of customers served (compared to the ratio as calculated in October 2018). 11. Section 11.03(h)(3) showing the table for the example of adjustment of the disposal cost is corrected and replaced with the following: EXAMPLE ONLY Row 2018 2019 2020 2021 Tonnage Rate Adjustment 1 Base Tonnage Rate ($/ton when $362 proposal submitted 2 Tonnage Rate in next contract year $398 $398 $398 Jul 1 - June 30 3 Percent increase (decrease) from 9.94% 9.94% 9.94% contract start Disposal Ton -per -Customer Adjustment 4 Prior year tons, actual (January 1 - g 588.19 8,766.58 8,843.25 8,972.45 December 31 5 Customer actuals (as of April l) 3,115 3,150 3,245 3,240 6 Ratio, tons / customer 2.757 2.783 2.725 2.769 7 Percent increase (decrease) from 0.94% -1.16% 0.44% contract start Disposal Cost Component Adjustment, effective July 1 8 (1 + Row 3) x (1 +Row 7) -1, 10.98% 8.67% 10.43% rounded to hundredths 9 Disposal Cost Component $14.83 $16.46 $17.89 1 $19.75 Note: Green cells are the contract start, which is used as the basis for calculations in all future years. Yellow cells are data that would be input each year based on tonnage rate, customer accounts, and scale house records. "tons and customers refer to residential accounts + commercial dumpsters. The number of residential customers refers to roll cart customers and self -haul customers. The number of commercial customers refers to the number of dumpsters in service. It excludes commercial roll offs where customers are billed for the actual cost of disposal. All numbers shown are examples (not actuals) and are shown for illustrative purposes. In this example, the disposal component of rates in initial proposal would be adjusted by 10.98% to take effect on the contract start date. The initial proposal rates would be adjusted by 8.67% and would take effect on July 1, 2020, and 10.43% on July 1, 2021. Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 118 of 318 AGENDA ITEM #10.A. 3.19.2021 Version 12. Amendment to Section 23. Definitions, of the Agreement. Section 23: Definitions, is amended to include the following: "Cart' means a wheeled receptacle that can be emptied by either semi- or fully automated vehicles which is used by a customer, including a cart used by a customer in a dwelling unit in a multi -family premises which is not served by dumpster service. "Self -Haul" a Customer who notifies the Contractor in writing that they intend to personally store, collect, transport and dispose of Solid Waste generated on that person's Premises. These customers will be charged by the Contractor a Service Fee commensurate with the weekly roll cart fee, based upon a maximum of 190 gallons of Solid Waste that the self -haul (commercial or residential) Customer discards at the Landfill or a Roll Off Container. 13. Correction of Monthly Rental Charges for Containers and Lock Bars. Contractor agrees to discontinue charging monthly rental for containers and lock bars. Contractor further agrees to apply credits to accounts that were charged monthly rental for containers and locks bars between July 1, 2020 and the Amendment Effective Date. 14. Correction of Clerical Error in Cost Component Table. The Parties hereby agree that the initial Cost Component Tables from which adjustments under section 11.03 are calculated should read as follows: Cost Components of Residential Monthly Rate Collection and Administrative $9.94 Fuel $1.50 Fixed $0.93 Disposal $37.43 Profit $.15 Total $49.95 Cost Components of 3.6 c ,1x/weekl , Monthly Rate Collection and Administrative $146.85 Fuel $15.11 Fixed $6.81 Disposal $332.02 Profit $75.12 Total $575.91 Cost Components of 20 yd, noncompacted Rolloff pull rate — tip fee (disposal cost excluded as pass through charge Collection and Administrative $94.89 Fuel $17.11 Fixed $26.96 Profit $22.48 Total $161.44 Contract No. FY2019-2513, Amendment #2, With Waste Connections of Alaska,... Page 119 of 318 AGENDA ITEM #10.A. 3.19.2021 Version 15. Refunds. To the extent this amendment results in a refund to any customer the contractor shall either credit the customer's account or refund any overpayment within thirty (30) days of signing. 16. Counterparts. This Amendment may be executed in one or more facsimile or original counterparts, each of which shall be deemed an original and both of which together shall constitute one and the same instrument. 17. Ratification. The parties acknowledge that this amendment addresses any errors which either party has identified in the Agreement. All terms and provisions of the Agreement not amended hereby, either expressly or by necessary implication, shall remain in full force and effect. 18. Conflicting Provisions. In the event of any conflict between the terms of the Agreement and this Amendment, the terms of this Amendment shall prevail. 19. Authorization. Each Party executing this Amendment represents and warrants that it is duly authorized to cause this Amendment to be executed and delivered. [Signature Page Follows] Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 120 of 318 AGENDA ITEM #10.A. IN WITNESS WHEREOF, the Parties execute this Amendment as of the date first written above. Contractor: WASTE CONNECTIONS OF ALASKA, INC. By: Name: lLr* irrt�.w.:�ti Title: Div,%.9-. v;L#-Peta:d+ti4- Date: 3 z2(zcat ATTEST: By: Name: $ iMino Title: ; Date: 3 a ZoZI The Borough: ATTEST: By: Name: Title: bg - (1.AAAK- Date: Ao APPROVED S TO F'wt) �;V By: Name: v Title: l9a ✓ h aw r2 Date: 41^ IR - )G -)I Contract No. FY2019-2513, Amendment #2, With Waste Connections of Alaska,... Page 121 of 318 AGENDA ITEM #10.A. CONTRACT NO. FY2019-25 RESIDENTIAL AND COMMERCIAL SOLID WASTE COLLECTION AND RECYCLING SERVICES BETWEEN KODIAK ISLAND BOROUGH AND WASTE CONNECTIONS OF ALASKA, INC. dba ALASKA WASTE MAY 20'19 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 122 of 318 AGENDA ITEM #10.A. Contract No. FY2019-25 TABLE OF CONTENTS Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 123 of 318 RECITALS............................................................................................................................5 SECTION1 EXCLUSIVE CONTRACT................................................................................5 SECTION 2 REPRESENTATIONS AND WARRANTIES....................................................6 2.01 Contractors Representations and Warranties.........................................................6 2.02 Integration...............................................................................................................7 SECTION3 TERM OF CONTRACT.....................................................................................7 3.01 Initial Term...............................................................................................................7 3.02 Specific Provisions to Survive Term......................................................................8 3.03 Contractor's Obligations Upon Expiration or Termination........................................9 SECTION 4 TRANSITION PLANNING................................................................................7 4.01 Transition Plan.........................................................................................................9 SECTION 5 GENERAL SCOPE OF CONTRACTOR DUTIES..........................................10 5.01 Collection and Transfer of Refuse.........................................................................10 5.02 Customer Service...............................................................................................10 5.03 Fee Collection and Financial Reporting.................................................................10 5.04 Colletion and Transfer of Recyclable Cardboard Material .....................................40 SECTION 6 SPECIFIC COLLECTION DUTIES.................................................................11 6.01 Mandatory Service................................................................................................11 6.02 Collection from Refuse Carts................................................................................11 6.03 Collection from Dumpsters, Roll -Off Containers, or Compactors... ........................ 12 6.04 Bulky Items............................................................................................................14 6.05 Emergency Services.............................................................................................14 6.06 On -Call, Temporary Dumpster, and Roll -Off Collection Service ............................15 SECTION 7 DISPOSAL OF COLLECTED REFUSE.........................................................16 7.01 Transportation of Collected Refused to KIB Landfill..............................................16 SECTION 8 FUTURE RECYCLING PROGRAM SERVICE...............................................16 8.01 General.................................................................................................................16 8.02 Prospective Services.............................................................................................16 8.03 Methods................................................................................................................17 8.04 Equipment and Personnel.....................................................................................17 8.05 Final Disposition of Recyclable Materials..............................................................17 8.06 Documentation......................................................................................................17 B.07 Records and Reporting........................................................................................18 8.08 Recyclables Processing and Marketing.................................................................18 SECTION 9 GENERAL OBLIGATIONS AND PERFORMANCE STANDARDS ...............1 B 9.01 Procedures for Missed Collections........................................................................18 9.02 Customer Complaints............................................................................................18 9.03 Unpermitted Waste Screening (or Recyclables if Applicable)................................19 9.04 Contract Service Exceptions................................................................................20 9.05 Other Special Customer Services........................................................................21 9.06 Contract Service Assets.......................................................................................21 9.07 Service Standards..............................................................................................23 9.08 Billing and Accounting Practices...........................................................................25 SECTION 10 RECORDKEEPING AND REPORTING.......................................................25 10.01 Acknowledgement.............................................................................................26 10.02 Records............................................................................................................26 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 123 of 318 AGENDA ITEM #10.A. Contract No. FY2019-25 10.03 Reporting..........................................................................................................27 10.04 Financial Records and Reports.........................................................................27 SECTION 11 CONTRACTOR SERVICE FEE AND SPECIAL SURCHARGES ................28 11.01 Contractor Service Fee Schedule.....................................................................28 11.02 Contractor's Costs Covered by Service Fee.....................................................31 11.03 Adjustment of Contractor Service Fee..............................................................60 SECTION 12 MISCELLANEOUS PERFORMANCE OBLIGATIONS................................37 12.01 Compliance With Applicable Laws....................................................................65 12.02 Contractor's Personnel......................................................................................67 12.03 Communication With KIB............................................... ....67 ............................... SECTION 13 INDEMNIFICATION, INSURANCE, LETTER OF CREDIT ..........................39 13.01 Indemnification..................................................................................................67 13.02 Required Insurance...........................................................................................68 13.03 Payment Security..............................................................................................45 13.04 Guaranty Agreement.......................................................................................443 13.05 Assurance of Performance..............................................................................45 SECTION 14 CHANGES IN SCOPE OF CONTRACT OBLIGATIONS .............................46 14.01 Changes to Performance Obligations.............................................................464 14.02 Proposal Requirements.....................................................................................46 SECTION 15 BREACH OF AGREEMENT, DAMAGES, AND DEFAULT .........................47 15.01 Liquidated Damages.........................................................................................47 15.02 Compensatory Damages..................................................................................48 15.03 Defaults.............................................................................................................49 15.04 Excused Breaches and Defauits.......................................................................49 15.05 Remedies Upon Breach....................................................................................80 15.06 Additional Compensatory Damages ................................................. ............82 15.07 Waivers...........................................................................:.................�...............83 15.08 Costs.................................................................................................................83 15.09 KIB Right To Perform........................................................................................84 SECTION 16 SUSPENSION OR TERMINATION OF CONTRACT...................................57 16.01 KIB's Right to Suspend or Terminate................................................................57 16.02 Criminal Activity...............................................................................................58 SECTION 17 TRANSFER OF CONTRACT.......................................................................59 17.01 Transfer by Contractor......................................................................................59 SECTION 18 THE PARTIES..............................................................................................61 18.01 Independent Contractor....................................................................................61 18.02 Parties in Interest..............................................................................................61 18.03 Binding on Successors.....................................................................................61 18.04 Further Assurances...........................................................................................61 18.05 Actions of KIB in Its Governmental Capacity.....................................................61 18.06 Contractor's Obligations Performed at Its Sole Expense...................................61 18.07 Parties' Representative.....................................................................................61 18.08 Due Diligence.................................................................................................90 18.09 No Use of KIB Name.. ....................................................................................... 90 18.10 Subcontractors..................................................................................................90 SECTION 19 AMENDMENT ..............................................................................................63 19.01 Amendments.....................................................................................................63 SECTION 20 NOTICES, CONSENTS, AND APPROVALS...............................................64 20.01 Notices..............................................................................................................64 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 124 of 318 AGENDA ITEM #10.A. Contract No. FY2019-25 20.02 Writing Requirements........................................................................................64 20.03 Exercise of Options...........................................................................................64 SECTION 21 INTEGRATION, GOVERNING LAW, AND VENUE.....................................65 21.01 Integration .......................................... ...............................................................65 21.02 Governing Law..................................................................................................66 21.03 Severability .......................... .............................................................................66 21.04 New Contract ................................ ....................................................................66 21.05 Venue .............................................................67 21.06 Costs.................................................................................................................67 22 ADDITIONAL TERMS AND CONDITIONS ................................................. SECTION SECTION23 DEFINITIONS...............................................................................................68 SECTION24 EXECUTION.........................................................................88 EXHIBIT A: REQUEST FOR PROPOSAL EXHIBIT B: LIQUIDATED DAMAGES EXHIBIT C: CONTRACTOR'S PROPOSAL DOCUMENTS Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 125 of 318 AGENDA ITEM #10.A. Contract No FY2019-25 CONTRACT FOR RESIDENTIAL AND COMMERCIAL SOLID WASTE COLLECTION AND RECYCLING SERVICES This Contract for Solid Waste Collection and Recycling Services ("Agreement") is made and entered into this Nineteenth (19th) day of July, 2019 ("Effective Date") by and between the Kodiak Island Borough ("Borough" or "KIB"), a second class borough organized under and laws of the State of Alaska, and Waste Connections of Alaska, Inc. dba Alaska Waste ("Contractor"), an Alaska corporation authorized to do business in the State of Alaska, collectively referred to as the Parties. WHEREAS, the Borough, pursuant to AS. 29.35.210(a)(4), is authorized to provide for garbage, solid waste, and septic collection and disposal on a non-areawide basis; and, WHEREAS, the Borough, pursuant to Chapter 8.25 of the Kodiak Island Borough Code, regulates the management of municipal solid waste, including its storage, collection, processing, recovery, and disposal; and, WHEREAS, the Borough does so to protect the public safety, health and welfare of the people of the Borough, to protect, preserve, and enhance the environment within the Borough, and to provide for fiscally responsible solid waste management; and, WHEREAS, the Contractor submitted a proposal to the Borough in response to an RFP that was issued to identify parties qualified to administer the solid waste services and recycling program; and, WHEREAS, based upon the information and representations set forth in the Contractors proposal, the Borough has determined that the Contractor is the lowest responsible bidder. and, WHEREAS, the Parties wish for Contractor to administer the Borough's solid waste and recycling program, subject to the terms and conditions set forth in this Agreement; and, NOW, THEREFORE, in consideration of the mutual promises, covenants, and agreements contained herein, and the mutual benefits conferred hereunder, the receipt and sufficiency of which are hereby acknowledged, the Borough and the Contractor agree as follows: SECTION 1: EXCLUSIVE CONTRACT 1.01 Exclusive Right and Privilege to Provide Contract Services. The KIB grants Contractor the exclusive right and privilege, together with the obligation to provide, Contract Service in the Contract Service Area conditioned on Contractor being at all times ready, willing, and able to meet each and every Performance Obligation. Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 126 of 318 AGENDA ITEM #1O.A. Contract No. FY2019-25 SECTION 2: REPRESENTATIONS AND WARRANTIES 2.01 Contractor's Representations and Warranties. a. Status. Contractor is a corporation duly organized, validly existing and in good standing under the laws of the State of Alaska and is in all respects qualified to do business and perform the Contract Services within the State. b. Authority and Authorization. Contractor has full legal right, power and authority to execute and deliver this Contract and satisfy its Performance Obligations. This Contract has been duly signed and delivered by Contractor and constitutes a legal, valid and binding obligation of Contractor enforceable against Contractor in accordance with itsterms. ;. No Conflicts. Neither the execution nor delivery by Contractor of this Contract, the performance by Contractor of its Performance Obligations, nor the fulfillment by Contractor of the terms and conditions of this Contract: (1) Conflicts with, violates or results in breach of any Applicable Law; (2) Conflicts with, violates or results in a breach of any term or conditions of any judgment, order or decree of any Regulatory Authority or any agreement or instrument to which Contractor or any of its Affiliates is a party or by which Contractor or any of its Affiliates' properties or assets are bound, or constitutes a default thereunder; or (3) Will result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of Contractor. d. No Approvals Required. No approval, authorization, license, permit, order, consent, declaration, registration or filing with any governmental or administrative authority, commission, Governing Body, agency or instrumentality is required for the valid execution and delivery of this Contract by Contractor, except those that have been duly obtained from its Board of Directors or other governing body. e. No Litigation. Contractor warrants that there is no current, pending, or, to the best of Contractor's knowledge, threatened action, suit, proceeding or investigation, either at law or in equity, before or by any court, governmental authority, commission, governing body, agency or instrumentality, by or against Contractor wherein an unfavorable decision, ruling or finding, in any single case or in the aggregate, would adversely affect the performance by Contractor of its obligations under this Contract or in connection with the transactions contemplated by this Contract, or which in any way would adversely affect the validity or enforceability of this Contract or any other A Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 127 of 318 AGENDA ITEM #10.A. Contract No. FY2019-25 agreement or instrument entered into by Contractor in connection with the transactions contemplated by this Contract. Contractor further warrants that there is no action, suit, proceeding or investigation, either at law or in equity, before or by any court, governmental authority, commission, board, agency or 'instrumentality pending or threatened, by or against KIB by Contractor. f. Due Diligence. Contractor warrants that it has conducted such independent investigation, examination and research of the conditions and circumstances surrounding this Contract, including the best and proper methods of providing the Contract Services (including the types of Contract Services), labor, equipment and materials to ensure its ability to provide the Contract Services according to the terms and conditions set forth herein. Contractor agrees that it will make no claim against KIB based on any good faith estimates, statements or interpretations made by any officer, employee or agent of KIB that proves to be in any respect erroneous. g. Compliance with Applicable Laws. Contractor further represents and warrants that it has fully complied with all Applicable Laws, including without limitation any and all laws relating to conflicts of interest, in the course of procuring this Contract. h. Truth and Accuracy of Application. Contractor warrants that the information provided in the proposal it submitted in response to KIB' s Request for Proposals for this Contract, together with any addenda thereto, including all amendments, clarifications, and other communications furnished to KIB as part of that proposal, is true, accurate and complete. I. Updates to Contractor Documentation. Contractor agrees to promptly notify KIB of any change in circumstance that renders untrue any information represented to KIB as part of the competitive procurement process giving rise to the award of this Contract, and shall also do so in the event that it discovers that any representation to KIB was otherwise erroneous. 2.02 Integration. This instrument, as well as all appendices and amendments, set forth the entire agreement of the parties. There exist no other promises, terms, conditions, or obligations other than those contained herein, and this Contract shall supersede all previous communications, representations or agreements, either oral or written, between the parties hereto. SECTION 3: TERM OF CONTRACT 3.01 Initial Term. a. Contract Commencement Date and expiration of Term. The Contract Term 7 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 128 of 318 AGENDA ITEM #1O.A. Contract No. FY2019-25 shall commence on July 1, 2020 ("Commencement Date") and, unless extended, shall expire in 7 years on June 30, 2027 ("Termination Date"). b. Collection Commencement Date. The Collection Commencement Date is July 1, 2020. c. Short-term extension. On or before 30 days prior to the expiration of the Term whether original under subsection a) or extended under subsection d), KIB, in its sole discretion, may extend the Term for up to six months. d. Mutual Option to Extend Term. On or before 60 days prior to the following dates: (1) expiration of the Initial Term under subsection a), (2) the extended Term under subsection b), or (3) a portion of the maximum allowable extended Term under this subsection, with KIB and Contractor's mutual agreement, may incrementally extend the Term for up to 3 years in any combination of the following number of years (such as 1 +2, 1+1+1; 2+1). 3.02 Specific Provisions to Survive Term. The following provisions of this Contract will survive the Term: a. all acknowledgements, representations and warranties of the Parties in this Contract; b. all Indemnities; c. Contractor Payment Obligations or claims therefore; d. all Contractor's Performance Obligations and KIB's rights with respect to Records, including giving KIS a copy of Records, or allowing KIB to copy, inspect and audit Records, including: • certificates of Insurance or other evidence of Insurance coverage (such as endorsements extending coverage of claims made insurance policies), and • Contract Service Asset Inventory and Contract Service Asset Documentation (for example, with respect to Refuse Carts that KIB has the right to acquire). e. all Contractor's Performance Obligations and KIB's rights with respect to Reports; including submitting final Reports; 8 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 129 of 318 AGENDA ITEM #10.A. Contract No. FY20f9-25 f. providing endorsements extending coverage of claims made insurance policies, if IB waives the claims made requirement and allows claims made insurance policies; g. any other provision that expressly states that it survives the Termination Date (such transfer of Cart ownership to KIB); and h. any right of either Party vested and any obligation of either Parties accrued before the Termination Date. 3.03 Obligations Upon Termination or Expiration. a. Sale or Lease of Contract Service Assets. Upon termination or expiration of this Agreement, Contractor may within 10 days enter into good faith negotiations to permit KIB or its newly selected contract hauler to purchase or lease those Contract Service Assets, including Refuse Containers, used and owned by Contractor within the Service Area. As part of any such purchase or lease agreement, Contractor shall deliver any and all Contract Service Asset Documents, including, but not limited to: manufacturers warranties, maintenance agreements, financing documents, and recorded financing statements, if any. b. Contractor Removal of Refuse Containers. If the Contract Service Assets are not sold or leased to KIB upon termination of this Agreement, Contractor shall remove all its Refuse Containers from the Service Area within 90 days c. Survival of Obligations. Contractor's obligations under this Section shall survive the termination or expiration of this Agreement, or any extension thereto. SECTION 4: TRANSITION PLANNING 4.01 Transition Plan. a. Contractor's Acknowledgement. Contractor acknowledges that it is of the utmost importance to KIB that the transition from KIB's current solid waste services provider to the Contractor proceeds smoothly, and without any significant interruption in services. To ensure the continued satisfaction of Customers, it shall, submit their transition plan along with their proposal. To be reviewed and taken into consideration when scoring is done. (1) Timely Collection at each C ustomer's Premise; (2) Accurate billing for Special Service Surcharges; (3) Efficient distribution of Refuse Containers; (4) That Customer preferences are taken into account with respect to any modifications to pick up days or times, the scope of services, or program specifications; and Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 130 of 318 AGENDA ITEM #10.A. Contract No. FY2019-25 b. Contractor Transition Plan. The Contractor shall submit a Preliminary Transition Plan for KIB' s approval at the time of the submission of their proposal. The Final Transition Plan will be submitted for KIB's approval within sixty (60) days of the Notice of Intent to Award which the Contractor shall be able to implement in a manner satisfactory to KIB at the commencement of the contract. The Transition Plan will provide details for responding to Customer complaints and inquiries. c. Compliance with Transition Plan. Contractor will fully implement its Transition Plan, and shall do so in a timely manner. Contractor will direct employees to work overtime and/or add extra shifts. as necessary, without any increase to its Contractor Service Fee to ensure compliance with the Plan. Contractor agrees that it will, on a weekly basis. submit to KIB written status reports in a form and containing such information as is satisfactory to KIB, which shall commence no later than the Friday of the week following the Contract Commencement Date. On the first KIB Business Day each week. and promptly upon KIB request thereafter. Contractor will meet with KIB to review the status of its implementation of the Transition Plan. SECTION 5: GENERAL SCOPE OF CONTRACTOR DUTIES 5.01 Collection and Transfer of Refuse. Subject to the conditions contained herein, Contractor shall, among other things: a. Provide Refuse Containers to Customers; b. Provide Residential and Commercial Collection service; c. Collect Municipal Solid Waste generated in the Service Area; d. Deliver Municipal Solid Waste to the KIB Landfill. 5.02 Customer Service. Subject to the conditions contained herein, Contractor shall, among other things: a. Serve as the primary point of contact for Customers; b. Resolve Customer complaints in a timely manner; c. Report Customer complaints to KIB; and, d. Perform its Collection and Transfer duties in a professional and courteous manner. 5.03 Fee Collection and Financial Reporting. Subject to the conditions contained herein, Contractor shall, among other things: 10 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 131 of 318 AGENDA ITEM #10.A. Contract No. FY2019-25 a. On behalf of KIB, charge Customers a fee or fees in the amounts directed by KIB; b. Remit to KIB such portions of those fees as directed herein; c. Maintain detailed financial records regarding the billing and collection of fees; and, d. Issue Reports to KIB in the manner and at the times directed herein. 5.04 Collection and Transfer of Recyclable Cardboard Material. Subject to the conditions contained herein, Contractor shall, among other things: a. Provide Cardboard Recycling Containers to Customers; and lo. Deliver Cardboard Recycling Containers to the KIB designated recycling facility for processing. SECTION 6: SPECIFIC COLLECTION DUTIES 6.01 Mandatory Service. a. Contractor acknowledges that Contractor is required to charge the owner or occupant of a Premises a Service Fee, regardless of whether that owner or occupant self -hauls Solid Waste and discards it in the Dumpster and Roll Off Container at KIB landfill or utilizes Services at Customer's Premises. b. If anyone notifies Contractor in writing that he or she wishes to personally store, collect, transport and dispose of Solid Waste generated on that person's Premises, (referred to as "self -haul"), Contractor may nevertheless charge that person a Contractor Service Fee commensurate with the gallon equivalent (32, 64 or 96 gallons) of Solid Waste that the self -haul Customer discards at the Dumpster or Roll Off Container located at KIB Landfill, as estimated by a KIB employee. c. Mandatory Service Notice. Within seven (7) Service Days after receiving notice (based on Contractor's drivers' observations, information and belief, or otherwise) that a formerly unoccupied Premise becomes occupied, or that the individuals occupying the Premises have changed, Contractor will give written notice to the owner or occupant of that Premises that Service is required unless Contractor has already received a request for Service at that Premise, or KIB revokes such provisions of the KIB Code that require mandatory Service. 6.02 Collection From Refuse Carts. a. Automated or Semi Automated Collection. Contractor will Collect all Refuse Carts using an Automated or Semi -Automated manner. "Automated" means that Refuse Carts are lifted from their Set -Out Site, emptied and set 11 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 132 of 318 AGENDA ITEM #10.A. Contract No. FY2019-25 back down at their Set -Out Site by mechanical means. "Semi -Automated " means that Refuse Carts are rolled by Contractor's employees from their Set -Out Sites into position near the Collection Vehicle; lifted, emptied and set back down by mechanical means; and returned by such employees to their Set -Out Sites. b. Mandatory Collection from Refuse Carts. Beginning on the Collection Commencement Date, and on a weekly basis thereafter, Contractor shall collect all Refuse placed in Carts located at Residential, Multi -family and Commercial Premises within the City of Kodiak, or such other areas as may be designated by KIB in a Notice to Contractor, on the Regularly Scheduled Collection Day. c. Refuse Cart Options. (1) Standard Option. unless Contractor must provide Roll Off Containers pursuant to Section 6.02, it shall provide each Premises with one 95 - gallon capacity Bear -Resistant Refuse Cart for the charge listed on the Service Fee Schedule in Section 11.01, except if the owner or occupant of that Premises directs Contractor to provide a different number of Carts under following Subsection c.(2). (i) If a Premise falls within a Borough -designated "Bear Aware" area, it shall without exception be excluded from receiving a roll cart. (2) Customer Reg nests for Additional Refuse Carts. Contractor will provide Customers with Bear -Resistant Refuse Carts. Additional carts shall be provided upon request, with each additional cart priced at the corresponding Service Fee. d. Cart Rollout Service. (1) Scope of Service. Upon request, Contractor will provide Rollout Service to Customers, as follows: (i) Without Surcharge. Rollout service shall be provided to Senior Citizens and Disabled Customers without surcharge, if the Customer certifies that no able-bodied person resides at Customer's premise. (ii) With Surcharge. If requested, rollout service shall be provided to all other Customers, who shall be charged the surcharge set forth on the Contractor Service Fee Schedule. 6.03 Collection From Dumpsters, Roll -Off Containers, or Compactors. a. Residential, Commercial, or Multi -Family Collection. Generally beginning on the Collection Commencement Date, Contractor will provide all Multi -Family and Commercial Customers within the Service Area with either Residential Roll -Off Containers or Dumpsters, for which Customers shall be charged in 12 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 133 of 318 AGENDA ITEM #10.A. Contract No. FY2019-25 accordance with the Contractor Service Fee Schedule in Section 11.01. Residential Customers whose Premises are located within the portion of the Service Area outside the City of Kodiak shall also be provided with a Residential Roll -Off Container or Dumpster. Contractor will collect Refuse discarded therein at least weekly, on the Regularly Scheduled Collection Day(s) or on alternate or additional days as agreed to between Contractor and the Customer. b. Dumpster Options. (1) Standard Option. Contractor will provide each Commercial Premise and Multi - Family Premise with one 2.0 cubic yard capacity dumpster to be Collected once weekly for the charge listed on the Service Fee Schedule in Section 11.01, subject to the following exceptions: (ii) If a Premise falls within a Borough -designated 'Bear Aware" area, it shall without exception receive a bear -resistant Dumpster. (iii) A Customer may direct Contractor to provide a Dumpster of alternate capacity, or one or more Refuse Carts or Roll -Off Containers, subject to the charges prescribed by the Contractor Service Fee Schedule. A Customer may also direct Contractor to, notwithstanding any Regularly Scheduled Collection Day(s), collect refuse from the Customer's Premises on alternate or additional days as agreed to between the Contractor and Customer, and subject to the Contractor Service Fee Schedule. (iv) Should the Contractor, in its sole discretion, determine that there is insufficient room at a premise to place or safely collect one or more dumpsters for each customer using the corresponding set- out site, the Contractor will either: A. Provide one or more carts of the capacity and number that each Customer requires to safely and adequately store its discarded Refuse pending Collection; or. B. Allow one or more Customers to share a Dumpster. (2) Dumpster Locks. Should a Customer so request, Contractor shall promptly provide dumpster Locks, which shall be subject to any surcharge set forth on the Contractor Service Fee Schedule. b. Compactors. Contractor is not obligated to provide a Compactor to any Customer. However, on request of the owner or occupant of a Commercial or Multi -family Premise, Contactor will Collect all Refuse placed inside each Compactor at the frequency requested by that Customer and for the charge listed on the Service Fee Schedule in Section 11.01. 13 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 134 of 318 AGENDA ITEM #10.A. Contract No FY2019-25 c. Roll -Off Container at KIB Landfill. Beginning on the Commencement Date, Contractor will deliver a Dumpster or Roll Off Container in any capacity provided on the Service Fee Schedule in Section 11.01, as requested by KIB, to the location specified by KIB at the KIB Landfill. Contractor will replace that Dumpster or Roll -off Container with another Dumpster or Roll Off Container of any other capacity provided on the Service Fee Schedule, within two (2) Service Days of KIB' s request. Contractor will provide KIB with the Service prescribed in Section 6.03(a) (including container repair and maintenance), as if KIS were a Customer. Beginning on the Collection Commencement Date, Contractor will Collect all Solid Waste placed therein at the frequency agreed to by KIB and the Contractor, and dispose of it at the KIB Landfill, without charge to KIB. d. Cardboard Recycling Containers. Beginning on the Commencement Date, Contractor will deliver a specially fabricated Cardboard Recycling Container in any capacity provided on the Service Fee Schedule in Section 11.01, at the designated tocations specified by the KIB. Contractor will collect cardboard recyclable material discarded therein at least weekly, on the Regularly Scheduled Collection Day(s) or on altemate or additional days as agreed to between Contractor and the KIB to ensure that each Cardboard Recydrxd Container is MT * emptied when container is at rapacity. 6.04 Bulky Items. a. Reporting Bulky items. Contractor's employees must promptly notify Contractor of any Bulky Items that they observe discarded at a Dumpster Set - Out Site. b. On -Call Collection Service and Fees. Contractor must, within three (3) days of a Customer's request, collect Bulky Items with maximum allowable dimensions of 4 x 5 x 6 cubic feet that are discarded at a Set -Out Site. Customers shall be entitled to one such pickup each month; however, Contractor shall charge Customers the surcharge listed on the Contractor Service l=ee Schedule in Section 11.01 for each additional pickup of Bulky Items that occurs within the same calendar month. c. Diversion Program for Bulky Items. Contractor will use reasonable business efforts to divert all bulky Items that it collects. Contractor shall deliver all bulky Items that it does not divert to a facility approved by KIB. 6.05 Emergency Services. a. Nature of Emergency Services. Within 24 hours of notice by KIB, whether oral or written, Contractor will provide emergency services beyond the scope of the Contract Services at the times and to the extent directed by KIB, including providing vehicles, drivers and other equipment and personnel to cleanup Solid Waste and other debris consequent upon natural disasters such as earthquakes, storms, floods, riots and civil disturbances, for which 14 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 135 of 318 AGENDA ITEM #10.A. Contract No. FY2019-25 Contractor will be compensated Contractor's reasonable Reimbursement Costs. To the fullest extent possible, Contractor shall seek KIB's preapproval prior to incurring any expenses related to the provision of emergency services. b. Reporting. Contractor will cooperate with KIB, the State, and federal officials in filing information related to a regional, state or federal declared state of emergency or disaster as to which Contractor has provided services under this Chapter. c. Emergency Backup Service Plan. Contractor will submit an emergency backup service plan to KIB sixty (60) days prior to the Contract Commencement Date, which shall be subject to KIB's approval. Contractor shall implement that plan if, due to Uncontrollable Circumstances or for any reason whatsoever, Contractor fails, refuses, or is unable for a period of 48 hours to collect and/or at any time transport Solid Waste or any portion thereof to the applicable Solid Waste Management Facility, and the KIB Manager determines such failure reasonably presents a danger to the public health, safety, orwelfare. 6.06 On -Call Temporary Dumpster and Roll -Off Collection Service. a. Container Delivery. Upon request, Contractor will deliver a Dumpster or Roll - Off Container, in any number and size available pursuant to the Contractor Service Fee Schedule, at the following times: (1) On the same Service Day if Contractor receives a request before 10 a.m. on that Service Day; (2) On the next Service Day if Contractor receives a request after 10 a.m. but before 4:00 p.m. on a Service Day; and, (3) Within two Service Days, if Contractor receives a request after 4:00 p.m. on a Service Day. b. Collection. Beginning on the Collection Commencement Date, Contractor will collect all Refuse and/or Construction and Demolition (C&D) Debris deposited in a Dumpster or Roll -Off Container at the frequency requested by the Customer for the corresponding charges listed on the Contractor Service Fee Schedule in Section 11.01. c. Diversion of Construction and Demolition Debris to KIB Landfill. The Contractor shall use Reasonable Business Efforts to Divert Construction and Demolition Debris from disposal. If Contractor cannot divert Construction and Demolition Debris from disposal using Reasonable Business Efforts, it will deliver it to KIB Landfill, subject to the same obligations that Contractor has with respect to Refuse under Section 7. d. Container Pickup. Contractor will pick up such Dumpster or Roll Off Container 15 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 136 of 318 AGENDA ITEM #10.A. Contract No. FY2019-25 within two (2) Service Days of a Customer's request or other time agreed to between Contractor and Customer. SECTION 7: DISPOSAL OF COLLECTED REFUSE 7.01 Transportation of Collected Refuse to KIB Landfill. a. KIB Landfill. Contractor will transport and deliver all Refuse that it Collects to the KIB Landfill. Contractor will coordinate that delivery with Holiday Collection schedules and closures for repair and maintenance. Contractor will keep Refuse that it Collects at Residential Premises, whether in Carts, Dumpsters, or Roll -Offs, separate from Refuse that it Collects at Commercial or Multi -Family Premises and will not commingle that Refuse in one Vehicle. b. Compliance and Cooperation. Contractor will ensure that its Vehicles are capable of passing in and out of the door of the baler building at the KIB Landfill. Contractor will cooperate with KIB Landfill operators, and shall comply with all rules in effect at the KIB Landfill, including, but not limited to: (1) Delivering Refuse only at the times and on those days specified by KIB; (2) Following directions to unload Collection Vehicles in designated areas; (3) Accommodating KIB Landfill operations and maintenance activities; and, (4) Complying with KIB's Unpermitted Waste exclusion programs. c. Disposal Fees. Contractor will pay all KIB Landfill Disposal fees, including the fees for Disposal of Refuse that Contractor Collects from Rall -Off Containers and Dumpsters located at the KIB landfill. SECTION 8: FUTURE RECYCLING SERVICES PROGRAM 8.01 General. Contractor acknowledges that, subject to the protocols set forth at Section 14 of this Agreement, KIB may also require Contractor to implement a Recycling collection program. In that event, KIB will request that Contractor submit a proposal to implement such Recycling collection program, which it shall review and consider prior to requesting proposals from, or negotiating with, any other Person for the provision of these services. However, if KIB and Contractor do not reach agreement by the end of the period specified in Section 14, KIB shall be entitled to take any such other actions as may be permissible pursuant to the terms of this Agreement. 8.02 Prospective Services. If KIB selects Contractor to provide Recycling services, Contractor shall supply all labor, equipment, personnel, quarterly reports, and payment invoices in a timely manner as outlined in this Agreement. The Contractor shall agree to perform all services necessary for the processing and shipment of recyclable materials that it collects within the City of Kodiak and 16 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 137 of 318 AGENDA ITEM #10.A. Contract No. FY2019-25 KIB. Contractor will collect and process cardboard, mixed paper/paperboard, newspaper, plastic, aluminum cans and office paper. Recyclable material does not include large metal items such as vehicles, parts of vehicles, appliances or home construction type of siding. Contractor will implement the processing methods and Recyclables collection as described in its Proposal and the final addendum and cover all costs associated with Contractor's collection and handling of Recyclables. 8.03 Methods. Contractor will adhere to the collection plan and processing methods based upon its Proposal and any addenda thereto. 8.04 Equipment and Personnel. The Contractor has identified, in its Proposal and any addenda thereto, the equipment to be used in the collection and processing of Recyclables. This identification shall include the minimum following information: a. Equipmenttype; b. Equipment quantities; and, c. Availability of backup equipment. The Contractor has also identified in its Proposal the number of personnel necessary to meet the requirements of this Agreement. Personnel listed shall include management, supervisory, customer service, equipment operators, collection personnel, etc. Any changes to management personnel shall be promptly communicated to KIB. 8.05 Final Disposition of Recyclable Materials. It shall be the responsibility of the Contractor to ensure that collected material is processed and recycled. To this end the Contractor shall document the final disposition of the collected material as part of its quarterly reporting requirement. 8.06 Documentation. Contractor shall maintain throughout the duration of the Agreement, and for two (2) additional years, documentation on all of the Contract Services provided. Contractor shall maintain records to substantiate all work performed and fees requested. Such records shall include, but not be limited to, daily records on the pounds of processed recyclables, shipment records, and recyclable pick up locations. KIB may request that copies or portions of this documentation be included with Contractor's monthly requests for payment. 8.07 Records and Reporting. a. Records. Contractor will collect and record, on a daily basis, tonnage information, including the gross, tare, and net weight of each load of Recyclables it collects, as well as the receipts from the Recyclables processing facilities, in such a manner that Contractor and KIB may review the amount of Recyclables collected and delivered by Contractor on any given day. 17 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 138 of 318 AGENDA ITEM #10.A. Contract No. FY2019-25 b. Reports. Contractor will include a summary of the records for tonnage, and any additional information requested by KIB in its Quarterly Report, as described in the KIB Residential and Commercial Solid Waste Collection and Recycling Services RFP and Contractor's Proposal. c. Inventory. Contractor will submit an updated inventory of Service Assets to KIB on July i of each year during the Contract Term, which shall include the following: (1) A general description of its maintenance yards, operations facilities, drop off locations, Contractor Office, and any other administrative and customer service offices; and, (2) A list of Vehicles described by type, including manufacture and model number for cab, chassis and body; descriptive notation (i.e. front-end loader, compactor, etc.); number; DMV license number; the age of the chassis and body; type of body (i.e., open -top, closed, etc.); type of fuel used; the date of acquisition; the maintenance and rebuild status; and, lease or installment purchase information. 8.08 Recyclables Processing and Marketing. Contractor may change its selection of Recyclables Processing Facility and notify KIB within 30 days of doing so. If the Recyclables Processing Facility is wholly or partially inoperable for any reason, including uncontrollable circumstances, Contractor will make other arrangements to process Recyclables or to transport the Recyclables to the Recyclables Processing Facility without increase of the Contractor compensation despite any consequent additional costs to Contractor. SECTION 9: GENERAL OBLIGATIONS AND PERFORMANCE STANDARDS 9.01 Procedures for Missed Collections. a. Corrective Action Required. Absent Contract Service Exceptions, on the next Contract Service Day following telephonic or other notice to Contractor, Contractor will Collect without charge any container that Contractor should have Collected, delivered, exchanged, or repaired but did not. If Contractor fails to do so, KIB may provide the Contract Service itself or through a third party and Contractor will reimburse KIB's Reimbursement Costs thereof. 9.02 Customer Complaints. a. Response. Contractor will respond to all Customer inquiries and complaints (including any inquiry or complaint left with the telephone answering service) within 24 hours following notice to Contractor, and handle all complaints consistent with the requirements of the Customer Complaint Protocol set forth in this Section. b. Customer Complaint Protocol. Contractor will maintain, update as 18 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 139 of 318 AGENDA ITEM #10.A. Contract No. FY2019-25 necessary, and follow the Customer Complaint Protocol. Upon commencement of this Agreement and in advance of all updates, Contractor will provide KIB with a copy of the Customer Complaint Protocol for its approval, which shall not be unreasonably withheld. c. Referral to KIB. Contractor will not refer or forward any Customer to KIB for resolution of complaints or answers to inquiries unless Contractor has made all reasonable efforts to resolve the matter, has failed to reach resolution, and the Customer insists. In such event, Contractor shall refer the Customer to the individual specified as the KIB Representative. d. Employee Training. Contractor will train each of its Customer service employees to follow the Customer Complaint Protocol upon starting employment, and periodically thereafter. e. Record keeping and KIB Access to Records. Contractor will maintain a written record of every inquiry and complaint that it receives related to its provision of the Contract Services, including information required by KIB, and provide KIB with a copy of any such inquiries and complaints that occurred in a month by the 15th day of the subsequent month. Contractor will allow KIB access to complaint records at Contractor's Office during Contractor Office Hours. Contractor will provide copies of any Customer complaints and the resolution of those complaints, and other related Records, to KIB within two hours of KIB's request. f. Certain Customer complaints may be directly related to, or require direct input from, the KIB, and Contractor should not be penalized or incur costs for such matters. KIB's invoice for KIB's Reimbursement Costs shall indicate the following (1) the name and address of the Customer; (2) nature of complaint or inquiry; (3) amount of time spent by KIB employee or representative; (4) hourly fees for KIB employees or representatives; and, (5) cost of materials or other disbursements, including phone and postage costs, required to resolve the complaint or answer the question. 9.03 Unpermitted Waste Screening (or Recyclables if Applicable). a. Protocol. Contractor will develop and implement an Unpermitted Waste (or recyclables if applicable) Screening Protocol in compliance with Applicable Law, which shall be submitted to KIB 60 days prior to the Commencement Date. Any amendments to Contractor's Unpermitted Waste Screening Protocol shall be subject to approval by KIB priorto implementation. 19 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 140 of 318 AGENDA ITEM #10.A. Contract No. FY2019-25 b. Inadvertent Delivery of Unpermitted Waste to KIB Landfill. If Contractor inadvertently delivers Unpermitted Waste (or recyclables if applicable) to a Solid Waste Management Facility, Contractor will use its best efforts to identify the Customer that discarded the Unpermitted Waste (or recyclables if applicable) and cooperate with the Solid Waste Management Facility in any related investigations. Contractor will contact any identified Customer and provide that Customer with information on safe disposal of Unpermitted Waste (or recyclables if applicable). 9.04 Contract Service Exceptions. a. Collection Exception. Contractor shall not be obligated to Collect any Solid Waste in the event of any Contract Service Exception, as defined in Section 23 of thisAgreement. b. Notice of Non -Collection. If Contractor does not Collect any Solid Waste (or recyclables if applicable) due to a Contract Service Exception, Contractor must complete and leave a Non- Collection Notice securely attached to a container at or near the Set -Out Site; however, in the event that unsafe conditions do not permit Contractor to do so, it will instead use best efforts to immediately notify the Customer of the unsafe condition, including leaving a Non -Collection Notice on the door of the Premise, tt safe to do so, or telephoning the Customer. (1) A Non -Collection Notice with respect to Solid Waste (or recyclables if applicable) that is not properly placed inside containers must contain the following information: (1) A reminder that the Customer must place Solid Waste (or recyclables if applicable), except for Bulky Items, in a closed container; (ii) A notice that Contractor is authorized to charge the Customer the surcharge listed on the Service Fee Schedule in Section 11.01 each time the Customer sets out a container that is filled above the container rim such that it will not fully close; (iii) A notice that Contractor is authorized to charge the Customer the surcharge listed on the Service Fee Schedule each time the Customer sets out a container containing household waste that has not been placed within a bag; and, (iv) Instructions on how the Customer can acquire additional Refuse (or recycling if applicable) Containers from Contractor, including any additional surcharges, or request on-call Collection of Bulky Items. (2) A Non -Collection Notice with respect to Unpermitted Waste (or recyclables if applicable), such as hazardous waste, (items not able to be recycled within the program if applicable), or unsafe materials, 20 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 141 of 318 AGENDA ITEM #10.A. Contract No. FY2019-25 must describe where Customer can dispose of the Unpermitted Waste (or recyclables if applicable) or those materials, such as at the KIB Landfill or some other location as designated by KIB. (3) Promptly upon KIB request, Contractor will inform KIB of each Customer to which Contractor gave a Non -Collection Notice. 9.05 Other Special Customer Services. Upon Customer request, Contractor may provide special services in addition to any prescribed Contract Services following approval by KIB based on the following information: a. A description of services, including their proposed scope; and, b. Any additional surcharge to be charged for such service. 9.06 Contract Service Assets. a. Contractor Operations and Maintenance Facilities. (1) Location. Prior to the Contract Commencement Date, Contractor will secure possession and use of such operations and maintenance facilities, including a local Contractor Office, which shall be located on publicly maintained roads within the Borough. Contractor's Office shall be located in the KIB or City of Kodiak at the address provided in Contractor Documentation. If Contractor sites its operations and maintenance facilities in the KIB or City of Kodiak, it will do so in accordance with applicable laws, including zoning laws, with ample ingress and egress for vehicles. Contractor will maintain its facility in a neat, clean and presentable manner, including regular sweeping of related grounds for litter. (2) KIB Access. KIB and its designees shall be permitted to enter Contractor's operations and maintenance facilities or Contractor Office during Contractor Office Hours upon two (2) hours prior notice, and shall be permitted to investigate, observe, inspect and review Contractor's operations and Contract Service Assets. Contractor will make available a management representative or other authorized person to escort each KIB representative through facilities. This right does not limit KIB' s right to inspect Contractor's Vehicles. b. Refuse Containers. (1) Refuse Carts and Dumasters. Contractor will maintain at all times a sufficient number of containers to execute its obligations under this Agreement. All containers shall be on hand and ready for service no later than the date provided in Contractor Transition Plan, and shall ensure that all Carts and Dumpsters conform with the specifications described in Contractor Documentation, as approved by KIB, including Bear Carts. In addition, Contractor shall label carts with use instructions approved by the 21 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 142 of 318 AGENDA ITEM #1O.A. Contract No. FY2019-25 KIB for any new cart user. Basic operating instructions will be hot stamped onto carts. Contractor provides no express warranty of duration for the roll carts, and Contractor's only obligation with regards thereto shall be to provide and maintain such roll carts in accordance with the contract. (2) Roll -Off Containers. Contractor will provide Rall -Off Containers no later than the date provided in the Contractor Transition Plan. Contractor may provide Roll -Off Containers that are not new if, in the sole judgment of the KIB Representative, they are in good repair and appearance. (3) Replacement Containers. Contractor will provide additional and replacement containers (other than Compactors) as necessary to ensure that Customer always has a container. (4) Inventory. Contractor will prepare a preliminary inventory of Refuse Carts and Dumpsters that Contractor will acquire or supply as required by the Transition Plan as Contractor Documentation. In its next Monthly Report following delivery of any Cart as required by the Transition Plan, Contractor will complete and finalize the inventory. In each Annual Report following completion of the Transition Plan, or within ten (1D) business days upon request by KIB, Contractor will update the inventory to reflect acquisition or replacement of Refuse Carts and Dumpsters, accompanied by a representation and warranty signed by Contractor that all Refuse Carts and Dumpsters meet specifications. (5) Changes in Service Repair and Replacement. Contractor will exchange, remove and/or deliver containers at the time directed by KIB, and compensated by surcharges, if any, listed on the Contractor Service Fee Table, including forthefollowing: (i) Changes in Service; (ii) Repair of Damaged Containers; and, (iii) Replacement of damaged or stolen Containers. (6) Locks. Within one week of Customer direction, Contractor will provide locks on a Dumpster for the surcharges listed on the Contractor Service Fee Schedule. (7) Required Labeling for Roll Carts. Contractor will label Roll Carts with message and use instructions approved by the KIB for any new Cart user. Basic operating instructions will be hot stamped onto carts. Contractor provides no express warranty of duration for the roll carts, and Contractor's only obligation with regards thereto shall be to provide and maintain such roll carts in accordance with the contract. c. Use and Possession of Contract Service Assets. Contractor will either own each Contract Service Asset or ensure that any lease, financing documentation, rents or purchases by installment or conditional sale agreement with respect to W Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 143 of 318 AGENDA ITEM #10.A. Contract No. FY2019-25 each Contract Service Asset allows KIB's acquisition or purchase of Contract Service Assets, pursuant to Section 3.03 of this Agreement. Contactor will provide a copy of the Contract Service Asset Document upon KIB's request. Any Contract Service Asset Document shall: (1) Permit the Guarantor to assume Contractor's obligations and to continue use of Contract Service Assets in performing Contract Services; and, (2) Permit KIB or its designee to assume Contractor's obligations and to continue use of Contract Service Assets in performing Contract Services. 9.07 Service Standards. Contractor will provide Contract Services in accordance with the following provisions: a. Litter, Spills and Leaks. (1) Litter. Contractor will ensure that each collection Vehicle carries a broom and shovel at all times so as to ensure its ability to perform its obligations with respect to material spills and liquid leaks, as provided in this section. (2) Material Spills. Contractor will only transport collected waste and recyclables in covered vehicles. Contractor will prevent materials from escaping, dropping, spilling, blowing or scattering from Vehicles during collection and transportation. Contractor will immediately remove any materials that are dropped, blown, spilled, scattered, or tracked onto any alley, street or public or private place, and dispose of such materials consistent with the requirements set forth in this Agreement. (3) Liquid Leaks. During collection and transportation, Contractor will also prevent oil, hydraulic fluid, paint or other liquid from leaking out of Vehicles. Contractor will ensure that each collection vehicle carries petroleum absorbent materials. Contractor will immediately cover leaked fluids with absorptive materials, remove those materials from the ground and apply a cleaning agent to cleanse the soiled spot. Contractor will assure that no hydraulic fluid or other liquid leaks from any Vehicle onto the pavement. If leak does occur, Contractor will immediately clean it up. b. Customer Privacy. Contractor will strictly observe and take such actions in its provision of Contract Services as are reasonably necessary to preserve its Customers' privacy rights. Contractor will not reveal information identifying individual customers or the composition or contents of a Customers waste stream to any person other than KIB, unless otherwise directed by means of a valid court order, unless required to do so by some applicable legal duty, or upon the valid authorization of the Customer. Further, Contractor will use reasonable business efforts to keep that information confidential among its own staff, consultants, representatives, agents, and any other persons acting on Contractor's behalf. 23 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 144 of 318 AGENDA ITEM #10.A. Contract No. FY2019-25 This provision will not be construed to preclude Contractor from preparing, participating in, or assisting in the preparation of, waste characterization studies or waste stream analyses that may be required by law. In addition, Contractor will not market, sell, convey, or donate to any person any list with the name or address of Customers. The rights accorded customers pursuant to this section are in addition to any other privacy right accorded Customers pursuant to applicable law. Contractor will use reasonable business efforts to keep information with respect to Customers and customer service information, including, but not limited to, accounts serviced, containers, special services, recyclables inventory, sales of recyclables and contaminants, confidential among staff and its consultants, if any, as permitted by applicable law. c. Vehicles and Drivers. (1) Leak -Proof Vehicles. Vehicles used in collection or transportation of recyclables must have watertight beds of metal or impervious material that can be cleaned. (2) Vehicle Identification. Contractor will ensure that its name and telephone number are clearly shown on each Vehicle, so as to indicate that it is owned and operated by Contractor. d. Pavement and Utilities. Contractor is responsible for damage to pavement and driving surfaces if collection sites are located on public or private property, other than ordinary wear and tear, if the damage is the result of vehicles exceeding the maximum weight limits allowed by applicable law or Contractor's negligent operation of vehicles. Customer or KIB may direct Contractor to promptly repair or replace damaged driving surfaces or utilities or repair and replace them itself or through a third party, to satisfaction of customer or KIB, as the case may be. Contractor will reimburse customer for his or her costs of repair or replacement and KIB or City of Kodiak the reimbursement costs of repair or replacement. Contractor is responsible for damage to public and private utilities, whether located on public streets or property or private property, if damage is the result of the inattention, carelessness or negligence of Contractor. e. Damage to Property or Personal Injury. Contractor shall not intentionally or negligently cause damage to property or personal injury in conjunction with the provision of Contract Services. Contractor agrees to repair or replace any property that sustains damage as a result of Contractor's negligence during the course of its performance of the Contract Services, whether the property is public or private, to the satisfaction of the owner, and will reimburse to the satisfaction of an injured individual, the cost of any personal injury caused by the negligent or willful acts or omissions of Contractor. Notwithstanding any rights KIB may have in such instances for breach of contract and to indemnification by Contractor, any and all disputes between Contractor and any other Person regarding damage to private property or any other injury arising out of Contractor's negligence or willful misconduct are civil matters between the 24 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 145 of 318 AGENDA ITEM #10.A. Contract No. PY2019-25 Contractor and that Person. 9.08 Billing and Accounting Practices. a. Customer Billing and Fee Collection. (1) Service Fees and Surcharges. Contractor will provide billing and bill collection services at the time and in a manner satisfactory to KIB, consistent with the Contractor Service Fee Schedule, Senior Discount, Adjusted Tonnage Amount, and any other fees directed by KIB. (2) KIB Fees. (i) Amount. On behalf of KIB, Contractor will charge Customers a fee or fees in the amount directed by KIB. Contractor will not separately itemize that fee or fees on invoices to Customers or any other correspondence with Customers, unless authorized by KIB. (ii) Recording Fees. Upon receipt of any Customer's payment of fees for Contract Service, Contractor will simultaneously record receipt of KIB's fees in separate accounts within Contractor's detailed general ledger. Those fees belong to KIB and not to Contractor. (iii) Remitting Fees to KIB. Contractor will remit to KIB amounts equal to KIB's fees at the time directed by KIB. Contractor may retain the remaining amounts received from Customers as compensation for fully and timely satisfying Contractor's obligations under this Agreement. b. Customer Service Subscription. (1) Form and Content. Before commencing Contract Service for a new Customer, or changing Contract Service levels or frequency for an existing Customer, Contractor will provide the Customer with a written Subscription Summary. Contractor may include a waiver of damage liability and/or Customer indemnity in connection with Collection on a Customer's private driveway or pavement in form and content satisfactory to KIB. (2) Service Requests. Contractor will accept Customer's requests for commencement of or changes in regular or special Contract Service by phone, mail, fax or E-mail. (3) Copies. Contractor will provide KIB with a copy of any Subscription Summary promptly upon request. SECTION 10: RECORDKEEPING AND REPORTING 25 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 146 of 318 AGENDA ITEM #1O.A. Contract No. FY2019-25 10.01 Acknowledgement. Contractor understands and acknowledges that KIB shall have a right to review certain Contractor's Records, and to receive Reports, for various reasons including: a. The enforcement of Customers' rights; b. The evaluation of Contractor's performance of its duties pursuant to this Contract; c. To preserve KIB's right to performance of Contractors Performance Obligations, or to ensure that a third Person or Subcontractor performs its duties pursuant to this Contract; and, d. To confirm and/or determine the amount of any Contractor Payment Obligation 10.02 Records. a. Maintenance. Contractor will keep accurate and complete Records. b. Preservation and Retention. Unless otherwise directed by KIB, specified in this Contract, or mandated by Applicable Law, Contractor will preserve and retain all Records related to its Performance Obligations for the full Contract Term, including any extensions, and for at least two (2) years following the Termination pate. c. KIB Right to Inspection and Audit of Contractor Records. (1) Location. (i) Contractor acknowledges the KIB's right of inspection, but such inspection shall be of the KIB's own actions and efforts. (ii) Inspection or Audit at Contractor's Office. Upon at least 7 days' prior written request, Contractor will make the Records available to KIB or its designees for inspection, review or audit at Contractor Office during Contractor Office Hours. (2) Scope of KIB's Riqht to Inspect or Audit. KIB shall have a right to inspect any of Contractor's Records related to Contractors execution of its Performance Obligations at any time with reasonable notice, and to complete an audit of such Records once per Contract Year. KIB's right to inspect or audit include, but are not limited to, Records pertaining to: (i) Customer Special Service Surcharges that Contractor charged to and collected from Customers; (it) Contract Fees; 26 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 147 of 318 AGENDA ITEM #10.A. Contract No. FY2019-25 (iii) Tonnage of Solid Waste Collected, Processed, Diverted or Disposed; (iv) Customer complaints; and, (v) Other Records necessary to confirm Contractor's compliance with its Performance Obligations. 10.03 Reporting. a. Annual Report. Contractor will submit a complete Annual Report to KIB no later than February 15 of each Contract Year, which shall address the preceding Calendar Year. At a minimum, the Annual Report shall include the following information: (1) Number of personnel employed by Contractor during reporting period, and a description of how many personnel are assigned to specific functions (e.g., drivers, mechanics, administration); (2) Number of Vehicles by type (3) Number of Containers in service, identified by size of container; (4) Location of residential Roll -Off Containers; (5) Disposal load count, weight, and cost for C&D, Commercial MSW, Residential MSW, metal, trash; (6) Annual summary of quarterly Recycling reports; and, (7) Contractor Recommendations. b. Monthly Meeting. Contractor shall participate in a monthly meeting with KIB at a time and location of KIB's choosing. 10.04 Financial Records and Reports. a. Maintenance of Records. (1) Content. Contractor will maintain in Contractor's Office accurate and complete financial Records of the following: (i) Customer receipts; (ii) Payments to KIB (including Contractor Payment Obligations, such as any Contract Fee); and, (iii) Costs and expenses associated with satisfying Performance Obligations, 27 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 148 of 318 AGENDA ITEM #10.A. Contract No. FY2019-25 whether by Contractor, its Subcontractor, or another Affiliate. Contractor may maintain financial Records associated with Goods or Services provided by an Affiliate in the office of the Affiliate but will provide KIB with a copy of those Records within ten (10) days of KIB request. (iv) Form. Contractor will maintain its financial Records on an accrual basis and in accordance with Generally Accepted Accounting Principles, Such Records shall set forth financial information regarding Contractor's operations under this Contract separately from any other operations under other contracts or in other locations, as if Contractor were an independent entity providing service only to KIB. SECTION 11: CONTRACTOR SERVICE FEE AND SPECIAL SURCHARGES 11.01 Contract Service Fee Schedule. Contractor Service Fees adopted by KIB as of the Contract Commencement Date are appended for convenience of the Panties to this Agreement. KIB may amend these Fees pursuant to Applicable law, and consistent with this Agreement. Amended Fees will automatically be deemed to apply to this Contract without any further action. Contractor is deemed to have knowledge of Applicable Law, including KIB resolutions and ordinances. However, for convenience of administering this Contract, the Parties may from time to time amend this Section by attaching the most recent dated current Contractor Service Fee resolution or ordinance to this Section. In addition, if a Customer Requests Service of a capacity and/or frequency not provided in the Contractor Service Fees adopted by KIB, Contractor may charge an appropriate Fee for that service following KIB approval and Customer agreement. a. Amounts Paid by Customers for Subscribed Service. Contractor may charge Contractor Service Fees to Customers as compensation for providing Contract Services in compliance with all Performance Obligations. The Contractor Service Fee will not change except under Section 11.03. The Tonnage Adjustment Amount will be added to or subtracted from the Contractor Service Fee under Section 11.03(b). b. Amounts P a i d by KIB for Senior Discount. On each July 1 (or other day designated by KIB but no less frequently than annually) KIB will pay Contractor the aggregate amount of Senior Discounts that Contractor gave Customers during the period beginning April 1 of the prior year and ending March 31 of that year (or period commensurate with another payment date designated by KIB). PP. Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 149 of 318 AGENDA ITEM #10.A. Contract No. FY2019-25 Contractor Service Fee For Cart Service Container Monthly Service Fee Senior Discount 95 -gallon Bear -Resistant Roll Cart $49.95 $42.95 (-$7.00) Each additional Roll Cart $49.95 $42.95 (-$7.00) Residential Roll -Off or Roll Off Rate Per Size Roll Off Rate Per Size Additional Set -Out Fee No Charge No Charge 29 Contract No. FY2019-2513, Amendment #2, With Waste Connections of Alaska,... Page 150 of 318 AGENDA ITEM #1O.A. Contract No. FY2019-25 Contractor Service Fee Surchar es for Services SHALL NOT EXCEED . _ Activity Contractor Service Fee (per occurrence) On call Collection of Bulky Waste $20.00 per call (not item) plus Direct Cost Number of Dumpsters (Scheduled Tips Per Week) 2 3 4 5 of Disposal Distance Charge $3.50 per mile beyond United States Coast $624.28 Guard base Rollout Service for Non -Eligible $7.36 Customers - Initial 30 feet or fraction $833.88 Rollout Service for Non -Eligible $6.13 Customers - Each additional 30 feet $486.81 $730.23 Beginning 7 months after Collection $25.00 plus Direct Cost of Cart Commencement Date, replacement of $287.96 Cart in excess of once per calendar $1151.84 year 4 cubic yards Bear lock for Customers in portion of Contractor to provide all bear resistant roll Contract Service Area not required to carts - No initial Customer Charge have bear locks $372.43 Lock on dumpster $25.00 to install, no charge thereafter Collection of residential material that $6.87 does not fit in roll -cart $799.64 $1199.46 Residential Roll -Off or Dumpster $5.00 Clean-up Costs $427.21 30 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 151 of 318 Contractor Monthly Service Fee for Duinpstera Dumpster Size* 1 Number of Dumpsters (Scheduled Tips Per Week) 2 3 4 5 2 cubic yards $156.07 $312.15 $468.21 $624.28 $780.35 2.6 cubic yards $208.47 $416.95 $625.41 $833.88 $1042.35 3 cubic yards $243.41 $486.81 $730.23 $973.64 $1217.05 3.6 cubic yards $287.96 $575.91 $863.88 $1151.84 1 $1439.80 4 cubic yards $317.66 $635.31 $952.98 $1207.64 $1588.30 5 cubic yards $372.43 $744.87 $1117.29 $1489.72 $1862.15 5.5 cubic yards $399.82 $799.64 $1199.46 $1599.28 $1999.10 6 cubic yards $427.21 $854.42 $1281.63 $1708.84 $2136.05 8 cubic yards $544.36 IS1088.73 1 $1633.08 $2177.44 $2721.80 *Contractor Service Fee for multiple Dumpsters is equal to the above scheduled amounts multiplied by the number of Dumpsters 30 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 151 of 318 AGENDA ITEM #10.A. Contract No. FY2019-25 Contractor Service Fee Surcharges for Dumpsters Service Description Agreement Section Amount Change in size and number of Dumpster more frequently than once per Contract Year Section 6.02 $0.00 per exchange per Dumpster Locks on Dumpster Section 6.02 $25.00 one-time fee Contractor Monthly Service Fee for Roll -Off Service 10-20 cubic 30-40 cubic 10-20 cubic yard 30-40 cubic yard yards yards Compactor Compactor $161.44 per $214.69 $161.44 per haul plus $214.69 per haul plus haul plus disposal fee disposal fee plus $21.25 disposal fee plus $21.25 disposal fee plus disconnect fee (if disconnect fee (if disposal fee applicable) applicable) Contractor Monthly Service Fee for Cardboard Recycling Service 10 cubic yards 20 cubic yards 30 cubic yards 40 cubic yards $161.44 fee per pull $161.44 fee per pull $214.69 fee per $214.69 fee per 1 pull 11.02 Contractor's Cost Covered By Service Fee. a. The Contractor Service Fee includes all Contractor's direct costs, indirect costs, as well as any profit or return on investment for providing Contract Services, including the following: (1) Labor, including wages and fringe benefits, drivers, Customer service personnel, supervisors, and administrators; (2) Acquisition, repair and maintenance of Contract Service Assets, including buildings grounds, and Vehicles; (3) Tools and supplies; (4) Fuel and utilities; (5) Insurance premiums and fees for the Letter of Credit or any further 31 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 152 of 318 AGENDA ITEM #10.A. Contract No. FY2019-25 assurance of performance; (6) Taxes; (7) Securing and maintaining Permits and complying with Applicable Law; (8) Fines and penalties for violation of Permits or Applicable Law; (9) Handling Unpermitted Waste discovered in Solid Waste, including disposal thereof as required by Applicable Law; (10) Negligence or misconduct; (11) Fees imposed by Regulatory Agencies, including any Contract Fee; (12) Fees charged by Solid Waste Management Facilities, such as tipping fees a KIB Landfill; and (13) Any other costs associated with the provision of Contract Services not explicitly compensated by surcharge to Customer or charge to KIB. b. Contractor Service Fee is not adjusted for changes in these costs, except under Section 19.03. Reference in this Contract to providing Contract Services "without surcharge" or similar language does not infer that absence of those words, "without surcharge", elsewhere in this Contract, means that Contractor is entitled to either of the following: (1) compensation in addition to the Contractor Service Fee listed on the Contractor Service Fee Schedule; or, (2) reimbursement of Direct Costs or Contractor's Reimbursement Costs. 11.03 Adjustment of Contractor Service Fee. a. Adjustment events and timing. The Contractor Service Fee will be upon direction of the KIB, in its sole discretion. b. Annual Adjustment. On July 1, 2020, and each following July 1, the Contractor Service Fee will be adjusted so as to make it equal to the Contractor Service Fee that is in effect during the prior Contract Year (or portion of that Contract Year), plus or minus the Weighted Adjustment Percentage times that Contractor Service Fee. Between April 1 and April 15 of each Contract Year, Contractor will prepare a statement setting forth Contractor's detailed calculation of Contractor's requested annual adjustment in Contractor Service Fee in the form of the following examples or other format prescribed by KIB (see, for example, s u b s e c t i o n h ). Contractor's statement is for convenience of KIB but is not 32 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 153 of 318 AGENDA ITEM #10.A. Contract No. FY2019-25 binding on KIB. KIB may make corrections or adjustments to that statement. The method used to calculate the annual service fee adjustment is set forth in the following subsection c. c. Calculation of Annual Service Fee Adjustment. The annual adjustment will be calculated for five Collection Rate Cost Components and Recycling as follows: (1) Collection & Administrative Cost Component: Annual Chancres in the CPI. The operational component identified by the Contractor for each level of service will be adjusted by 75% of the CPI percent change from second half of one year to the next (i.e., from the second half of year n-1 to the second half of year n, with n being the most current year available), but no greater than 5%, as confirmed by KIB. "CPP" means the second half consumer price index (CPI -U) for Anchorage, Base Period 1982-84=100, Series ID: CUUSA427SAO, not seasonally adjusted, as published by the U.S. Department of Labor, Bureau of Labor Statistics at www.bis.gov. (2) Fuel Cost Component: Annual Changes in the PPI. The fuel component identified by the Contractor for each level of service will be adjusted by 75% of the PPI percent change from February to February (i.e. from February of year n-1 to February of year n with n being the c urrent year), but no greater than 5%, as confirmed by KIB. "PPP" means the annual Producer Price Index for No. 2 diesel fuel, Base Period 1982=100, Series ID: WPU057303, not seasonally adjusted, as published by the U.S. Department of Labor, Bureau of Labor Statistics at www.bls .gov. (3) Fixed Cost Component: No Change Over the Initial Contract. The fixed costs identified by the Contractor for each level of service will not be adjusted and remain constant over the term of the initial contract. These costs include, but are not limited to vehicle depreciation, leases, cart and container rent (as necessary to maintain containers provided to Contractor at the start of this contract, and for any new containers purchased by the Contractor). (4) Disposal Cost Component: Change in Disposal Fee and To_ nnane Per Customer. The disposal cost identified by the Contractor for each level of service will be adjusted by 100% of the change, if any, in the tonnage rate charged Contractor at KIB Landfill (compared to the rate in effect on April 15, 2018), and for the change, if any, in the ratio between tons disposed and the number of customers served (compared to the ratio as calculated on April 15, 2018). (5) Profit: No Chane Over the Initial Contract. The percentage of profit (operating margin) identified by the Contractor for each level of service 33 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 154 of 318 AGENDA ITEM #10.A. Contract No. FY2019-25 will not be adjusted and remain constant over the term of the initial contract. Profit is calculated as a percentage of the total Collection rate. (6) Recycling: Annual Chancres_ in the CPI. The Contractor Service Fee for Recycling will be adjusted by 75% of the CPI percent change, if any, from second half of one year to the next (i.e., from the second half of year n-1 to the second half of year n, with n being the most current year available), in the CPI during the period commencing April 1 of the previous year and ending March 31 of the current year, but no greater than 5%, as confirmed by KIB. d. Summary of Service Fee Adjustments. The following table summarizes the Contract Service Fee adjustments for each Collection Rate Cost Component: Rate Cost Component 1) Collection and Administrative Costs Cost PPI Tonnage rate and tons per customer Rate I Sum of Above e. Adjustment for Changes in Operations. As soon as possible following agreement of the Parties under Section 14, the Contractor Service Fee will be adjusted for a change in Contractor's Direct Costs of providing Contract Services due to changes in Performance Obligations. To the extent permitted by Applicable Law, an adjustment will reflect Contractor's costs from the date incurred. The Contractor Service Fee will not otherwise be adjusted (for example, no adjustment will occur for any changes in the price of fuel). f. Rounding. (1) Calculations. Interim calculations shall be rounded to the nearest hundredth i.e., 0.499 and 0.510 shall be rounded to 0.50, excepting percentage changes used in calculations, which shall be rounded to the nearest hundredth percent i.e., 0.50% (2) Dollars. The final adjustment in Contractor Service Fee shall be rounded to the nearest penny. g. No Adjustment if Any Breach or Default Remains Uncured. The Contactor Service Fee will not be adjusted upwards if Contractor has Breached this Agreement or Defaulted on any Performance Obligation, and such Breach or Default remains uncured: 34 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 155 of 318 AGENDA ITEM #10.A. Contract No. FY2019-25 h. Example Calculations of Annual Adjustments in Contractor Service Fee. The following is an example of how annual adjustments to the Contractor Service Fee will be calculated. The escalation, tonnage, and dollar amounts shown are examples only. (1) Annual adiustment of Collection and Administration Cost Component Due to Change in CPI. Calculation of % 2nd half, current year -1 223.83 change in CPI 2nd half, current year - 2 220.62 Percent Change 1.45% (not more than 5%) Portion of % 75% 1.09% change (2) Annual Adjustment of Fuel Cost Comgonent Due to Change in PPI. Calculation of February, current year 120.5 change in PPI February, current year - 122.3 Percent Change -1 .47% (not more than 5 /o Portion of % 75% -1.10% change 35 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 156 of 318 AGENDA ITEM #10.A. Contract No. FY2019-25 (3) Disposal Cost Adjustment EXAMPLE ONLY MBase 2018 2019 2020 2021 e Rate Adjustment onnage Rate ($/ton $362ro osal submitted 2 Tonnage Rate in next contract $398 $398 $398 ear Ju 1 - June 30 3 Percent increase (decrease) =4.651 % 8.53% 8.53% from contract start Disposal Ton -per -Customer Adjustment 4 Prior year tons, actual 8,588.19 8,766.58 8,843.25 8,972.45 Janua 1 - December 31 5 Customer actuals (as of April 3,115 3,150 3,245 3,240 1 6 Ratio, tons 1 customer 2.757 2.783 2.725 2.769 7 Percent increase (decrease) 0.94% -1.16% 0.44% from contract start Disposal Cost Component Ad ustme effective Ju 1 8 (1 + Row 3) x (1 + Row 7) -1, 5.64% 7.27% 9.01% rounded to hundredths 9 Disposal Cost Component $14.83 $15.67 $15.91 $16.17 Note: Green cells are the contract start, which is used as the basis for calculations in all future years. Yellow cells are data that would be input each year based on tonnage rate, customer accounts, and scale house records. tons and customers refer to residential accounts + commercial dumpsters. The number of commercial "customers" refers to the number of containers in service. It excludes commercial roll offs where customers are billed for the actual cost of disposal. All numbers shown are examples (not actuals) shown for illustrative purposes. In this example, the disposal component of rates in initial proposal would be adjusted by 5.64% to take effect on the contract start date. The initial proposal rates would be adjusted by 7.27% and would take effect on July 1, 2020, and 9.01% on July 1, 2021. 3E Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 157 of 318 AGENDA ITEM #10.A. Contract No. FY2019-25 (4) Example Application of Annual Update to Rate Components. Cost Components Rate Component Proposed Rate Next Year Adjustment Method Rate Adjustments Rate Collection and Administrative Costs CPI $13.57 $0.15 $13.72 Fuel Fuel PPI $3.30 ($0.04) $3.26 Fixed (rent, depreciation, lease No Inflators $9.00 $0.00 $9.00 Disposal Cost (Pass Tonnage rate and $14.83 $0.84 $15.67 Through) tons/customer Subtotal $40.70 $0.95 $41.65 Profit (7.5% of Rate) $3.30 $0.08 $3.38 Example Rate 1 m $44.00 $1.03 $45.03 (5) Adjusted Contractor Service Fee. The adjusted contractor service fee will be the current rate plus the sum of the rate adjustments. SECTION 12: MISCELLANEOUS PERFORMANCE OBLIGATIONS 12.D1 Compliance With Applicable Laws. a. In General. All actions taken by Contractor under this Contract shall comply with all Applicable Laws. No Performance Obligation may be construed to relieve Contractor of any obligations imposed by Applicable Law. Contractor shall acquire and maintain in good standing all permits, licenses, and other entitlements necessary to complete its Performance Obligations. If a Permit issued by KIB remains in effect after the expiration or termination of this Contract, Contractor nevertheless may not operate within KIB for collection of Solid Waste formerly collected under this Contract. THIS PROHIBITION WILL SURVIVE THE TERMINATION OF THIS CONTRACT and KIB may seek specific enforcement of this prohibition pursuant to the provisions of this Agreement and as otherwise authorized by law. At least 60 days prior to the Contract Commencement Date, and thereafter as requested, Contractor shall promptly deliver to KIB copies of any and all Permits, as well as other documentation, sufficient to evidence that Contractor has complied with all permitting and licensing requirements mandated by Applicable Law. Contractor shall pay all taxes pertaining to its Performance Obligations under this Contract. b. No Limitation on Duty to Comply. References in this Contract to particular provisions or requirements of Applicable Law may not be construed to limit Contractor's obligation to comply with all provisions of Applicable Law. Those references are intended to facilitate Contractor's satisfaction of its Performance Obligations and KIB's administration and specific enforcement of this Contract. Those references may not be construed to constitute lack of Contractor obligation to comply with other provisions or requirements of 37 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 158 of 318 AGENDA ITEM #10.A. Contract No. FY2019-25 Applicable Law that are not specifically referred to or cited in this Contract. if any provision of this Contract is more stringent than Applicable Law, Contractor will comply with that provision. c. Fines and Penalties. Contractor is solely liable for all fines and penalties that are imposed due to Contractor's actions, including fines and penalties that are the result of Contractor's Violation of Applicable Law. Contractor will not seek reimbursement from KIB or any Customer for any fines or penalties so imposed. Contractor will inform KIB within 24 hours upon receiving any violations, fines orpenalties. d. Contractual Obligations. All Applicable Laws are incorporated in this Contract by reference as if set forth fully herein, and Contractor's compliance with such shall be construed as part of Contractor's Performance Obligations. If any Applicable Law is inconsistent with this Contract, the more stringent will apply. (1) Breaches. In addition to or in lieu of prosecuting violations of the KIB Code as misdemeanors, infractions, or other manner provided under the KIB Code, KiB may enforce Contractor's obligations under Applicable Law (including the KIB Code) in the same manner as it may enforce Contractor's other contractual obligations under this Contract (including specific performance and as Breaches subject to cure), whether or not noncompliance with those provisions of Applicable Law has become a Violation. Neither prosecution of Contractor for noncompliance with Applicable Law nor enforcement of Applicable Law shall be a condition precedent to enforcing those Performance Obligations. in determining whether or not Contractor is in noncompliance with those provisions, the standard of proof applicable to breach of contract will apply. KIB has no obligation to enforce any Applicable Law. (2) Violation. Contractor's Violation of Applicable Law is a Default subject to contest pursuant to Section 15 of this Contract. e. KIB's Protection of Public Safety, Health, and Welfare. Contractor acknowledges that KIB is authorized to make all necessary and reasonable rules and regulations regarding all aspects of MSW Management Services to protect the public's health, safety, and welfare. No provision in this Contract may be deemed to limit KIB's power to take any action that KIB, in its sole discretion, deems necessary or appropriate to protect the public's safety, health, and welfare. f. Compliance With KIB Code. Contractor must comply with the KIB Code, subject to possible adjustments in Contractor Service Fee in the event of Changes in Law. Contractor warrants and represents that it is fully acquainted with the provisions of KIB Code. Contractor must pay Liquidated Damages with respect to non-compliance with specified provisions of the KIB Code, including failure to remedy any Violation of KIB Code within five (5) days of the date of notice of Violation, and in the event of conviction of a Violation. 38 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 159 of 318 AGENDA ITEM #10.A. Contract No. FY2019-25 g. Inspection or Audit at Contractor's Office. Upon at least 7 days' prior written request, Contractor will make the Records available to KIB or its designees for inspection, review or audit at Contractor Office during Contractor Office Hours. 12.02 Contractor's Personnel. a. Identification, Appearance, and Conduct. Contractor will train and require each of its personnel to present a neat, tidy and orderly appearance, and shall require those personnel responsible for Collecting, Delivering, and Disposing of Refuse or Recyclables to wear uniforms and safety vests identifying them as Contractor's employees. Employees shall be directed to conduct themselves in a courteous manner, refrain from using loud or profane language while on duty, and to perform Collection in as quiet a manner as possible. b. No Gratuities. Contractor will not permit its personnel to demand or solicit, directly or indirectly, any additional compensation or gratuity from any Customer or member of the public. c. Compliance with OSHA. Receipt of a citation or failure -to -abate notice from the State Division of Occupational Safety and Health or any other similar Regulatory Authority shall constitute a Breach of this Agreement. 12.03 Communication With KIB. a. KIB Point of Contact. All official communications from Contractor to KIB regarding this Agreement, or any of the Parties' respective rights and obligations thereunder, shall be directed to the Project Manager. b. Responsiveness to KIB. (1) Telephone Calls. Contractor will return any telephone calls it receives from KIB, to the individual who made that call, no later than the next KIB Business Day. (2) Meetings. Within one week of oral or written direction by KIB, Contractor will meet with KIB during KIB Office Hours at the location directed by KIB. (3) E -malls. Contractor will respond to all e-mails from KIB within two (2) Ki B business days. (4) Written Correspondence. Contractor will respond to written correspondence from KIB within one week of receipt, or at such other time as may be specified by KIS. SECTION 13: INDEMNIFICATION, INSURANCE, LETTER OF CREDIT 39 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 160 of 318 AGENDA ITEM #10.A. Contract No. FY2019-25 13.01 Indemnification. a. Contractor's Agreement to Indemnify KIB. To the extent allowable under Applicable Law, Contractor agrees that it will Indemnify and hold harmless, defend with counsel approved by KIB, and release KIB and KIB's Related Parties from and against all Liabilities and Losses paid, incurred or suffered by, or asserted against, KIB or KIB's Related Parties arising out of or in connection with this Contract, including in connection with any alleged failure of KIB or KIB's Related Parties to enforce provisions of this Contract or of Applicable Law. Contractor understands and acknowledges that this is intended to operate as an agreement pursuant to 42 U.S.C. Section 9607(e), and any corresponding provisions of the laws of the State of Alaska, to insure, release, protect, hold harmless and indemnify KIB from Liabilities and Losses set forth herein. b. Indemnity for Liabilities and Losses Arising from Contract Services. Contractor's Indemnity is limited to Liabilities and Losses resulting from Contract Services provided by Contractor from the Contract Commencement Date through the Termination Date. However, CONTRACTOR'S OBLIGATIONS UNDER THIS SECTION SHALL SURVIVE THE EXPIRATION OR TERMINATION OF THIS CONTRACT. c. Reimbursement of Enforcement Costs. If Contractor fails to pay any indemnities and that failure results in any costs to KIB, within fifteen (15) days of KIB request, Contractor will pay KIB's Reimbursement Costs. 13.02 Required Insurances. a. Coverage Requirements. Without limiting its Indemnities, Contractor will secure and maintain insurance coverage meeting the requirements in this Section. KIB may require Contractor to secure and maintain larger amounts or types of coverage if it compensates Contractor the Direct Costs of the additional premium for that coverage under Section 11.02. Contractor may use a combination of primary and excess insurance coverage to satisfy these requirements. KIB may reduce insurance requirements if it determines that the reduction is in KIB's best interest. Each liability policy must provide contractual liability coverage for Contractor's Indemnities, including any necessary endorsement, schedule or other documentation. (1) General Liability Insurance. Written on ISO policy form CG 00 01 (occurrence) or its equivalent (and not CG 00 02 claims made) with limits of not less than the following: General Aggregate: $4 million Products/Completion Operations Aggregate: $4 million Personal and Advertising Injury: $1 million Each Occurrence $2 million (2) Liability Coverage for Pollution Conditions Resulting from Transported 40 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 161 of 318 AGENDA ITEM #1O.A. Contract No. FY2019-25 Cargo. With a limit of not less than $2 million per occurrence covering Liabilities and Losses that the Contractor becomes legally obligated to pay as a result of claims for bodily injury, property damage, cleanup costs and other fines, fees or expenses assessed by federal or state agencies, KIB, or third parties, which result from pollution conditions caused by transported cargo, including waste. For the purposes of this subsection, 'pollution conditions" includes the dispersal, discharge, release, or escape of any solid, liquid, gaseous or thermal irritant or contaminant - such as smoke, vapors, soot, fumes, acids, alkalis, toxic chemicals, medical waste, and waste materials - into or upon land, any structure on land, the atmosphere, or any watercourse or body of water, including groundwater, provided the conditions are not naturally present in the environment in the amounts or concentrations discovered . Contractor's general liability policy may be endorsed to provide for this pollution liability coverage. (3) Automobile Liability Coverage. Such insurance coverage shall be: written on ISO policy forms CA 00 12 or CA 00 20 (or their equivalent) with a limit of liability not less than $2 million for each accident; endorsed to delete the pollution and/or the asbestos exclusion and include pollution liability (using form CA 99 48 or its equivalent) for accidental spills and discharges while transporting and/or processing materials; and, must cover all Vehicles that Contractor operates on public roads. (4) Financial Responsibility. Coverage. If Contractor is subject to federal regulations, Contractor also will maintain any other coverage necessary to satisfy state orfederal financial responsibility requirements. (5) Workers' Compensation and Employers' Liability.. Contractor shall maintain coverage that meets the following requirements: (i) Workers' compensation benefits required by Applicable Law (including the State Labor Code or by any other state labor law), and for which Contractor is responsible; and, (ii) Employers' Liability coverage with limits of not less than the following: Each accident: $1 million Disease - policy limit: $1 million Disease - each employee: $1 million b. Insurer qualifications. Contractor will secure insurance provided by an insurer that: (1) Is deemed acceptable by KIB; (2) Is an admitted company authorized to do business in the State of Alaska; 41 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 162 of 318 AGENDA ITEM #1O.A. Contract No. FY2019-25 (3) Has a size category of VII or larger by AM. Best Company, Inc.; and, (4) Hasa rating of A or better by AM. Best Company, Inc. c. insurance Coverage Requirements for Subcontractors. Contractor will insure each Subcontractor performing Contract Services or transportation of Solid Waste by providing evidence that either: (1) Contractor is maintaining insurance required by this Section covering the activities of the Subcontractor; or, (2) The Subcontractor is maintaining that insurance itself d. Evidence of Coverage. Contractor will provide certificates of insurance, endorsements, schedules and other evidence of insurance coverage requested by and acceptable to KIB at the following times: (1) On or before the Contract Commencement Date, (2) With submission of each Annual Report, (3) Promptly upon renewal of policies, and (4) Within ten (10) days of KIB's request. e. Certificates of Insurance. Contractor will provide certificates (or other evidence of coverage) containing, at a minimum, the following information with respect to Contractor and any Subcontractor, (1) Contract Name. Certificates of Insurance must explicitly identify this Contract (for example, UNDER DESCRIPTION OF OPERATIONS), and if necessary to secure contractual liability coverage as an "insured contract" or otherwise, including a schedule or endorsement that specifically identifies this Contract; (2) Policy Details. Coverage type(s), policy numbers, policy effective and expiration dates, policy limits, and identification of each required insurance services office (ISO) policy form or confirmation of its equivalency to ISO policy forms required under this Contract (such as "auto liability ISO form CA 00 1Z'). Where this Contract does not require a specific ISO policy form, the certificate of insurance must specifically reference the required type of coverage (such as "pollution liability" under TYPE OF INSURANCE — OTHER) together with a summary description of its coverage (such as pollution conditions caused by transported cargo" under SPECIAL PROVISIONS); (3) Thirty -Day Cancellation Notice Reauirement. Certificates of Insurance shall contain the express condition that KIB must be given 42 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 163 of 318 AGENDA ITEM #10.A. Contract No. FY2019-25 written notice by mail at least thirty (30) days in advance of cancellation for all policies evidenced on the certificate of insurance. Endorsements cannot contain mere "best effort" modifiers or relieve the insurer from its responsibility to give that notice and the CANCELLATION information on the certificate of insurance must delete language such as "failure to do so shall impose no obligation or liability of any kind upon the insurer, its agents or representatives". (4) Deductibles and Self -Insured Retentions. Certificates of Insurance shall identify any deductible and self-insured retention. Upon KIB request, Contractor will reduce any self-insured retention as it applies to KIB or provide a letter of credit, certificate of deposit or other financial assurance acceptable to KIB guaranteeing payment of all retained losses and related costs and expenses related to investigations, claims administrations, and legal defense. The letter of credit or certificate of deposit must be provided by a bank satisfactory to KIB; and (5) Claims Made. If KIB waives the prohibition on procuring claims made policies and insurance coverage is written on a claims -made form, then evidence is required that the "retro date" is before the Contract Commencement Date. Contractor must maintain that coverage for at least five (5) years after the Termination Date (or longer as required under this Contract). Promptly upon KIB request, Contractor must provide KIB with evidence of that coverage. THIS PROVISION SURVIVES THE TERMINATION OF THIS CONTRACT. E Endorsements. Contractor must provide copies of the following endorsements or other documentation with respect to Contractor and any Subcontractor satisfactory to KIB: (1) Additional insured endorsement to each liability policy, explicitly adding KIB and its "officers, agents, and employees" as an additional insured party; (2) Waiver of subrogation; (3) Establishing Contractor's insurance as primary, with respect to all liabilities arising from Contractor's performance of any and all Contract Services; and, (4) Providing dedicated limits under a liability policy in favor of KIB as an additional insured. g. Schedules. Contractor must provide schedules or other evidence that liability policies of Contractor and any Subcontractor provide contractual liability coverage for Indemnities, such as listing this Contract as an "insured contract". h. Signature verification. At KIS' s request, Contractor must provide 43 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 164 of 318 AGENDA ITEM #10.A. Contract No. FY2019-25 documentation verifying that the individual signing or countersigning the certificates, policies, endorsements, or other evidence of coverage of Contractor and any Subcontractor is authorized to do so and identifies his or her company affiliation and title. KIB may require complete, certified copies of Contractor's insurance policies at anytime. Notice of claims. If any Person makes a claim against Contractor or any Subcontractor exceeding the amount of any deductibles or self-insured retentions, Contractor will promptly notify KIB of the claim. j. Contractor accounting. Contractor will institute a comprehensive accounting system satisfactory to KIB to monitor all insurance requirements under this Contract, including those of each of its Subcontractors. k. Contractor compliance. Contractor will comply with all requirements of its insurance policies and insurers. 13.03 Payment Security. Contractor shall provide the following to ensure payment of disposal fees and reimbursement of billing costs incurred by KIB in the event of a Default or Breach by Contractor: a. Performance Bond. Contractor shall provide a Performance Bond to KIB issued by an insurance company approved by KIB to secure payment of delinquent disposal fees in the following principal amounts: (1) During the first contract year: $348,000.00 (2) During the second contract year: $382,000.00 (3) During the remainder of the contract term: an amount equal to 3 months of the average disposal fees paid during the previous contract year. b. Pledged Bank Account. Contract shall deposit with a Bank approved by KIB the sum of $55,000.00 to be used to reimburse KIB for costs it may incur in billing refuse Customers in the event of a Default or Breach by Contractor under this Agreement. KIB shall be named as the only party authorized to make withdrawals from the account, and Contractor shall direct the Bank that holds the account to deliver monthly statements to KIB. Any interest on the account shall be payable to the Contractor. c. Payment Upon Default. (1) In the event that Contractor fails to pay disposal fees when due, or is otherwise in Breach or Default of this Agreement, KIB may draw upon the Performance Bond, in one or more drawings, any amounts of money due to KIB but unpaid. (2) KIB may draw on the Pledged Bank Account, in one or more drawings, any 44 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 165 of 318 AGENDA ITEM #10.A. Contract No. FY2019-25 reasonable expenses incurred by KIB in the event that, due to Contractor's Default or Breach, KIB assumes responsibility for issuing billing statements to Customers for refuse services. d. Return of Security. 1) The Performance Bond shall terminate, and amounts in the Pledged Bank Account may be paid to Contractor, no earlier than the date upon which KIB issues a certificate stating that: (i) This Contract has expired; or, (ii) This Contract has been terminated for a period of 180 days or such other preference period provided under applicable law with respect to Contractor's bankruptcy or insolvency; or, (iii) Contractor has substituted an alternative letter of credit or other security document that KIB, in its sole discretion, has deemed acceptable; and, (iv) Contractor has paid to KIB all amounts to which it is entitled under this Contract. e. Survival of Terms. THIS SECTION 13.03 SHALL SURVIVE THE EXPIRATION OR TERMINATION OF THIS CONTRACT. 13.04 Guaranty Agreement. Any Person that served in any way as the basis for KIB's evaluation of Contractor's financial strength and creditworthiness as part of Contractor's proposal to KIB must be made a legal, valid, and binding Guarantor of this Contract, and proof of such must be submitted to KIB in a form that KIB deems satisfactory. 13.05 Assurance of Performance. In addition to any other remedies available to KIB pursuant to this Contract or any other applicable laws, it may at its sole discretion demand from that Contractor provide reasonable assurances that it will fully satisfy any of its Performance Obligations, and that such assurances be provided by a specified date, in any of the following instances: a. Labor Unrest. Contractor is the subject of, or is otherwise affected by, any labor unrest, including work stoppage or slowdown, sick-out, picketing, lock- out, or other concerted job action, which continues in excess of six (6) days. b. Insolvency. KIB reasonably determines that Contractor is unable to regularly pay its debts as they become due, as demonstrated by Contractor's failure to pay: (1) Any tipping fee(s) at any Solid Waste Management Facility; (2) Any insurance deductibles or self-insured retention; 45 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 166 of 318 AGENDA ITEM #10.A. Contract No, FY2019-25 (3) Any employee's wages; and, (4) Any other bill, such that it becomes delinquent for a period of more than 60 days. c. Monetary Judgments, Penalties, or Fees. Contractor is the subject of fines, penalties, or civil or criminal judgments or orders entered by any court, federal or State agency, or Regulatory Authority, which are or are estimated to be in excess of the past three (3) months of Contractor Service Fees collected by Contractor. SECTION 14: CHANGES IN SCOPE OF CONTRACT OBLIGATIONS 14.01 Changes to Performance Obligations. a. Upon Request by KIB. KIB may request that Contractor implement a change of its Performance Obligations under this Contract. Unless otherwise directed by KIB, Contractor shall submit its proposal within ten (10) KIB Business Days. KIB may withdraw its request at any time, for any reason. b. Upon Contractor's Request. Contractor may propose a change to its Performance Obligations under this Contract by submitting a Proposal to KIB, which shall conform with the requirements of Section 14.02. 14.02 Proposal Requirements. a. Contents. In its proposal, Contractor will include such supporting documentation as KIB deems necessary, and must describe its detailed plan for implementing the requested or proposed changes, and such description shall include the following: (1) A task list and time -line implementation schedule; (2) Goods or Services, including any Subcontractor, necessary to implement the change; and, (3) Any change in Contractor Service Fee and cost substantiation therefore, including Contractor's changes in Direct Costs, taking into account both incremental Direct Costs and savings offsets, such as any: (i) Vehicle modifications; (ii) Addition of Receptacles, Vehicles, or routes; (iii) Shortening or extension of route time; (iv) Changes to personnel; and, 46 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 167 of 318 AGENDA ITEM #10.A. Contract No. FY2019-25 (v) Increases in transportation distance or time to a Solid Waste Management Facility. b. Contractor's Proposal Deemed an Offer. Contractor's proposal will be deemed Contractor's offer to KIB to implement the directed or proposed change. Contractor's proposal will remain binding for at least thirty (30) days from the date that it has been submitted to KIB. c. Review by KIB. (1) Response/Comments. Within thirty (30) KIB Business Days of receiving Contractor's proposal, KIB may review, approve, or disapprove the proposal, or propose amendments to it. If KIB does not respond within that time, its approval will be deemed denied. If Contractor's proposal includes a request for change in the Contractor Service Fee that must be approved by the Assembly, KIB may review, approve or disapprove the proposal within forty-five (45) days. (2) Acceptance of Comments. Contractor will accept or reject any proposed amendments within fifteen (15) KIB Business Days of receiving them. If Contractor accepts the amendments, KIB will prepare a formal amendment to this Contract that will implement the proposal. (3) Resection of Comments I Negotiations. If Contractor rejects KIB's comments, the Parties will negotiate in good faith for a period of at least fifteen (15) KIB Business Days following Contractor's receipt of KIB comments. SECTION 15: BREACH OF AGREEMENT, DAMAGES, AND DEFAULT 15.01 Liquidated Damages. a. Acknowledgements. The Parties hereby acknowledge that: (1) KIB has incurred considerable time and expense negotiating this Contract to secure an improved level of Collection and Recycling service quality, increased Diversion and increased Customer satisfaction. Therefore, consistent and reliable Contract Services are of utmost importance to KIB and Customers. (2) In awarding this Contract to Contractor, KIB considered and relied on Contractor's municipal references, experience, qualifications, and reputation as to service quality, and Contractor's Breach represents a loss of bargain to K113- (3) Quantified standards of performance are necessary and appropriate to ensure consistent and reliable Contract Service, and if Contractor fails to 47 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 168 of 318 AGENDA ITEM #1O.A. Contract No. FY2019-25 meet Performance Obligations, KIB will suffer damages in subjective ways and in varying degrees of intensity that are incapable of measurement in precise monetary terms. The imposition of liquidated damages is not a penalty, but is instead recognition of the difficulty in ascertaining those damages that may reasonably result from Contractor's breach of its Performance Obligations. (4) Termination of this Contract for Default and other remedies provided in this Contract are, at best, a means of future correction and not remedies that make KIB whole for past Breaches. b. Non -Waiver. KIB's assessment of Liquidated Damages for Contractor's breaches does not preclude KIB from enforcing the KIB Code in the event that such breaches constitute Violations. c. Procedure. (1) Notice of Intent to Assess Liquidated Damages_ Before KIB may assess Liquidated Damages pursuant to this Section, for each category of violation (that is, for each of the categories listed in Exhibit B), KIB shall give Contractor written notice of Contractor's violation of the performance standard and of KIB's intent to assess Liquidated Damages for any future violation of the same performance standard. The purpose of this provision is to give Contractor notice that KIB considers Contractor to have violated a performance standard, and that KIB will assess Liquidated Damages if such violations are repeated. (2) Procedure for Review of Li uidated Dama es. KIB may assess Liquidated Damages pursuant to this Section monthly. At the end of each month during the term of this Agreement, KIB shall issue a written notice to Contractor ("Notice of Assessment") of the Liquidated Damages assessed and the basis for each assessment. The assessment shall become final unless, within ten (10) calendar days of the date of the notice of assessment, Contractor provides a written request for a meeting with the to present evidence that the assessment should not be made. KIB shall schedule a meeting with Contractor as soon as reasonably possible after timely receipt of Contractor's request. KIB shall review Contractor's evidence and render a decision sustaining or reversing the Liquidated Damages as soon as reasonably possible after the meeting. Written notice of the decision shall be provided to Contractor. In the event Contractor does not submit a written request for a meeting within ten (10) calendar days of the date of the Notice of Assessment, KIB determination shall be final and KIB may assess the Liquidated Damages, unless KIB waives this requirement. Liquidated damages shall be assessed according to the schedule set forth in Exhibit B. 15.02 Compensatory Damages. If Contractor fails to deliver any type of Solid Waste to a facility approved by KIB (such as a recyclables processing facility in connection with any Recyclables collection program that may be established), then in 48 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 169 of 318 AGENDA ITEM #10.A. Contract No. FY2019-25 addition to assessing Liquidated Damages, KIB may in its sole discretion assess the following Compensatory Damages, and Contractor will pay KIB the following Compensatory Damages: KIB's Reimbursement Costs for monitoring Contractor's compliance with its delivery Performance Obligations, including the assignment of KIB personnel to follow Collection Vehicles on Collection routes; and a. KIB's Reimbursement Cost for enforcing or securing specific performance of Contractor's delivery obligation. 15.03 Defaults. The following acts or omissions by Contractor shall constitute a Default of this Agreement. a. Contract Service Defaults. (1) Uncured Breach. Any breach of this Agreement shall be deemed to remain uncured if: (i) KIB notifies the Contractor that a Breach has occurred; and, (ii) The Contractor fails to correct that Breach within twenty (20) days of that Notice, unless KIB agrees in writing to extend the period for correction. (2) Repeated Breach. KIB determines that Contractor repeatedly or habitually Breaches its Obligations under this Contract. (3) Contract Service Failures. When not excused by a Contract Service Exception, the Contractor fails to Collect Refuse, either according to its regular schedule or by appointment, in the following amounts: (i) 100 or more missed pickups for more than seven (7) consecutive days. (ii) 500 or more missed pickups during any 12 -month period; or, (iii) At least 99.5% of pickups scheduled for a day, for more than ten (10) cumulative days. (4) Failure to Comply with Applicable Law. (i) Violations. A. Material. Contractor does not cure any material Violation of Applicable Law to the satisfaction of KIB or applicable Regulatory Authority within 30 days of the notice, assessment, or determination of that Violation of Applicable Law. B. Repeated. In KIB's judgment, Contractor repeatedly receives a notice, assessment or determination of the same or different 49 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 170 of 318 AGENDA ITEM #1O.A. Contract No. FY2019-25 Violation. (ii) Appeals. If Contractor is entitled to appeal and in good faith does appeal a notice, assessment, or determination of Violation of Applicable Law, no Default will be deemed to have occurred until a final decision adverse to Contractor has been entered by the applicable authority. (5) Criminal Activity. Contractor fails to comply with the requirements of Section 16.02 of this Contract. (6) Failure to Timely Pay Contractor Payment Obligation. Contractor fails to pay any Contractor Payment Obligation within fifteen (15) days of the date it is due and payable. (7) Charping in Excess of the Amounts Listed in Contractor Service Fee Schedule. Contractor charges any Customer more than the scheduled Customer Special Service Surcharge listed in the Service Schedule and does not reimburse the excess within t h i r t y ( 30) days of Contractor's discovery thereof, KIB notice or Customer request. (8) Failure to allow KIB to perform Contract Services. Contractor fails to timely allow KIB to exercise any of KIB's rights in connection with performing Contract Services under Section 15.09. b. Performance Assurance Defaults. (1) Failure to Provide Adequate Assurances of Performance. Contractor fails to provide KIB with adequate Performance Assurance when requested. (2) Seizure and Attachment. Any Contract Service Asset is seized, attached or levied upon (other than a pre judgment attachment) so as to substantially impair Contractor's ability to timely and fully perform Contract Services, and which cannot be released, bonded or otherwise lifted within forty-eight (48) hours, excepting weekends and Holidays. (3) Insolvengy, Bankruptcy, and Liquidation. It shall constitute a Default of this Agreement if any of the following events occur, or the Contractor takes any actions in furtherance of such events: (i) Contractor files a voluntary claim for debt relief under any applicable bankruptcy, insolvency, debtor relief, or other similar law now or hereafter in effect, unless Contractor retains full control of Contract Service Assets throughout the pendency of that claim; (ii) Contractor consents to the appointment of or taking of possession by a receiver, liquidator, assignee (other than as a part of a transfer of Contract Service Assets no longer used to provide Contract Services or backup Contract Services), trustee (other than as security of an obligation under a deed of trust), custodian, sequestration, 50 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 171 of 318 AGENDA ITEM #10.A. Contract No. FY2019-25 administrator (or similar official) of Contractor for any part of Contractor's operating assets or any substantial part of Contractor's property; (iii) Contractor makes any general assignment for the benefit of Contractor's creditors; (iv) Contractor fails generally to pay Contractor's debts as they become due; (v) A court having jurisdiction enters a decree or order for relief in respect of this Contract, in any involuntary case brought under any bankruptcy, insolvency, debtor relief, or similar law now or hereafter in effect, or (vi) Contractor consents to or fails to oppose any similar proceeding; or, (vii) Any court having jurisdiction enters a decree or order appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator, administrator (or similar official) of Contractor or for any part of Contractor's operating equipment or assets, or orders the winding up or liquidation of the affairs of Contractor. (4) Default under Guaranty. The occurrence of any default under the Guaranty. (5) Transfer. Contractor makes a Transfer without KIB's consent, as required by Section 17. (8) Subcontract. Contractor engages a Subcontractor or enters into a Subcontract without KIB's consent, as required by Section 18.10, and does not terminate that Subcontract within fifteen (15) KIB Business Days of KIB's Notice. c. False Representations and Breach of Warranties. (1) Under this Contract. (i) Contractor makes a representation or certification in or under this Contract, including Section 2, which Contractor knows, or in the course of diligently conducting business and providing Contract Services should have known, is untrue on the date Contractor made it. (ii) Contractor breaches a warranty under this Contract. (2) As Inducement to Enter Into This Contract. Contractor makes a representation or fails to make a disclosure, whether within this Contract or otherwise, to KIB in connection with or as a material inducement to entering into this Contract or any future amendment to 51 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 172 of 318 AGENDA ITEM #1O.A. Contract No. FY2019-25 this Contract, which representation or failed disclosure is false or misleading in any material respect when made. 15.04 Excused Breaches and Defaults. a. Uncontrollable Circumstances. If the Contractor is unable to perform, or is delayed in its performance of any of its obligations under this Agreement by reason of any Uncontrollable Circumstances, or force majeure, such inability of delay shall be excused at any time during which compliance is prevented by such event and during such period thereafter as may be reasonably necessary for the Contractor to correct the qualifying event's adverse effects. (1) Notice to KIB. To be entitled to the benefit of this provision, the Contractor must give prompt written notice to KIB, which specifies in detail: (i) The nature and scope of the Uncontrollable Circumstance; (ii) Its expected duration; (iii) The ways in which the event will adversely affect the Contractor's performance of Contract Services; and, (iv) The steps that the Contractor is taking to mitigate such adverse effects. b. KIB's Rights. (1) Perform Contract Services. Notwithstanding that a Breach due to Uncontrollable Circumstances does not constitute a Default, after the continuance of the Breach for forty-eight (48) hours, in its sole discretion, KIB may nevertheless perform (or cause to be performed) Contract Services in the Contract Service Area itself under Section 15.09. (2) Exercise Other Remedies. After the continuance of any Breach for thirty (30) days, KIB may, in its sole discretion, exercise any other remedy under this Contract, including suspending or terminating this Contract under Section 16.01, 15.05 Remedies Upon Breach. a. As Provided by Law. Either Party may exercise any and all remedies available under law or equity to remedy the other Party's breach of this Contract. A Party's exercise of any one remedy, including KIB's assessing Liquidated Damages or Compensatory Damages, is not an election of remedies but is cumulative with any other available remedies. b. KIB's Additional Remedies. In addition to exercising any remedy available at law or equity, upon occurrence of a Default, KIB may exercise any or all of the 52 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 173 of 318 AGENDA ITEM #10.A. Contract No FY2019-25 following additional remedies: (1) Termination. Terminate this Contract or any portion of Performance Obligations, pursuant to Section 16.01(a); (2) Suspension. Suspend this Contract, pursuant to Section 16.01(b); (3) Perform Contract Services. KIB may itself perform Contractor's Performance Obligations, or cause them to be performed by another party, pursuant to Section 15.09; (4) Damages. Assess Liquidated or Compensatory Damages against the Contractor; and, (5) Exercise Financial Assurances. Draw on the Letter of Credit, demand payment under the Guaranty or any Indemnity, or submit any claim under Insurance. (6) Injunctive Relief. Contractor acknowledges that KIB may be also be entitled to injunctive relief in those instances where an award of damages to KIB for the Contractor's Breach or Default may be inadequate for reasons including the following: (i) Public Health and Safety. The urgency of timely, continuous and high- quality Contract Services, including Collection, Recycling, transportation and/or transfer and Disposal of putrescible solid wastes that constitute a threat to public health; (ii) Procurement Time and Expense. The long time and significant investment of money and personnel (including KIB' s staff, elected officials and KIB Counsel, as well as procurement counsel and consultants) necessary to: A. Develop a scope of Contract Services and Performance Obligations acceptable to KIB; B. Draft this Contract and related procurement documents; C. Solicit comments on this Contract and procurement documents from KIB (and KIB Counsel) and Persons interested in proposing to provide Contract Services D. Meet with those potential proposers to discuss their comments and answer their questions about this Contract and the procurement; E. Finalize this Contract and procurement documents; F. Solicit proposals for Contract Services; 53 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 174 of 318 AGENDA ITEM #10.A. Contract No. FY2019-25 G, Review and evaluate those proposals and seek clarifications of those proposals. H. Award this Contract under K113's Applicable Law; I. Finalize execution of this Contract, including reviewing commenting on and approving (if required) Contractor Documentation; and, J. Conform KIB Code to the automated Refuse Collection programs. (iii) Reliance on Contractor. KIB` s reliance on Contractor's meeting evaluative criteria on which award of this Contract was based, such as the following: A Solid waste management experience; B. KIB references; C. Qualifications of key personnel; D. Environmental programs and proposed Unpermitted Waste Screening Protocol; E. Litigation history; F. Contractor's proposed transition, Customer education, diversion and other plans; G. Acceptance of terms of this Contract; and, H. Diversion record. (iv) Re -Procurement Time and Expense. The length and significant investment of time and money described in item (ii) to develop alternative MSW Management Services comparable to Contract Services for the price provided under this Contract, and to negotiate new agreements therefore_ c. Recovery of Unpaid Contractor Payment Obligations. KIB may collect Contractor Payment Obligations due and owing by Contractor to KIB by any or all of the following means: (1) Demanding payment from Contractor or Guarantor; (2) Drawing on the Letter of Credit; 54 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 175 of 318 AGENDA ITEM #10.A. Contract No. FY2019-25 (3) Submitting claims as an additional insured under Insurance policies or under contractual liability provisions of insurance policies; and, (4) Directing Contractor to offset Contractor Payment Obligation from Contractor Service Fees that Contractor received from Customers to remit them to KIB. d. In the event of default by either party, the non -defaulting party shall provide notice of the default with specificity. No remedies for such default shall accrue unless and until the defaulting party shall have failed to cure said default within 10 days of receipt of such written notice of default, save and except situations that may impact public health or safety, the environment, or may be a violation of law or any provision in Section 15.03 which gives greater than 10 days to cure such particularly identified event of default. 15.06 Additional Compensatory Damages. Additional Compensatory Damages. Without limiting KIB's right to seek Compensatory Damages, pursuant to either this Contract or otherwise available at law, KIB may seek the following additional Compensatory Damages: a. Amounts equal to any Contractor Payment Obligations or other amounts that Contractor has previously paid to KIB but are subsequently recovered from KIB by a trustee in bankruptcy as preferential payments or otherwise; b. If KIB terminates this Contract for Default, KIB's Reimbursement Costs to provide or re -procure MSW Management Services; and, c. If KIB terminates this Contract for Default, KIB's projected Direct Costs of replacing MSW Management Services in excess of Contractor Service Compensation for the balance of the Term remaining if this Contract had not been terminated, as based on service fees under replacement agreements for those MSW Management Services. THIS SECTION WILL SURVIVE THE TERMINATION OF THIS CONTRACT FOR 180 DAYS OR OTHER PREFERENCE PERIOD PROVIDED UNDER APPLICABLE LAW WITH RESPECT TO BANKRUPTCY OR INSOLVENCY. KIB may draw upon the Letter of Credit, Guaranty or any other available Performance Assurance to pay compensatory damages. 15.07 Waivers. a. Waiver of Breach. No waiver of any Breach or Default constitutes a waiver of any other Breach or Default. Failure of KIB to enforce any provision of this Contract may not be construed as a waiver of KIB's enforcement rights. KlB's subsequent acceptance of any damages or other money paid by Contractor may not be deemed to be a waiver by KIB of any pre-existing or concurrent Breach or Default. 55 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 176 of 318 AGENDA ITEM #10.A. Contract No. FY2019-25 b. Contractor Waiver of Certain Defenses. Contractor acknowledges that it is solely responsible for providing Contract Services and by this Contract irrevocably and unconditional waives defenses to the payment and performance of its obligations under this Contract based on failure of consideration; contract of adhesion; impossibility or impracticability of performance; commercial frustration of purpose; or the existence, non-existence, occurrence or non- occurrence of any foreseen or unforeseen fact, event or contingency that may be a basic assumption of Contractor with regard to any provision of this Contract; provided that Contractor does not by this Contract waive any defenses under this Contract of Uncontrollable Circumstances. 45.08 Costs. a. Non -Prevailing Party. The non -prevailing Party in any dispute involving this Contract will pay the prevailing Party's Reimbursement Costs, including standard and reasonable attorney's fees. b. K113's Enforcement Costs. Contractor will reimburse KIB promptly upon request for either or both of the following KIB's Reimbursement Costs: (1) Costs resulting from KIB's investigation of any alleged Breach; or, (2) Costs incurred by KIB as a consequence of Contractor's Breach. 15.09 KIB Right to Perform. a. Events. KIB may perform, or provide for the performance of, any or all Performance Obligations if KIB reasonably determines that: (1) Contractor, due to Uncontrollable Circumstances or for any reason whatsoever, fails, refuses or is unable to Collect any Solid Waste and operate the Recyclables Processing f=acility for a period of forty-eight (48) hours after the Collection or acceptance was required under this Contract, and KIB determines in its sole discretion that there is a danger to the public health, safety or welfare; or, (2) KIB suspends orterminates this Contract. b. Contin uation. KIB has no obligation to continue performing or providing for the performance of any or all Performance Obligations and may at any time, in its sole discretion, cease to provide any or all Performance Obligation. However, KIB's right to perform or provide for the performance of any or all Performance Obligations will continue until either: (1) Contractor demonstrates to KIB's satisfaction that Contractor is ready, willing and able to resume timely and full performance of all Performance Obligations; or, 56 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 177 of 318 AGENDA ITEM #10.A. Contract No. FY2019-25 (2) KIB is capable of making alternative arrangements for providing MSW Management Services and/or Recycling service, in its judgment comparable to Contract Services in scope and price, which may include contracting with another service provider. c. Notice. KIB may give Contractor 24-hour oral notice that KIB is exercising any or all of KIB' s rights under this Section. The oral notice will be effective immediately, but to remain effective, within another 24 hours KIB must confirm that oral notice with a written Notice. d. KIB Purchase or Lease of Service Assets. Should KIB elect to exercise its authority to perform the Contract Services as provided in this Section 15.09, Contractor shall enter into good faith negotiations for the sale or lease to KIB of all Service Assets reasonably necessary to do so, consistent with Section 3.03. SECTION 16: SUSPENSION OR TERMINATION OF CONTRACT 16.01 KIB's Right to Suspend or Terminate. a. Contractor is willing to agree to commercially -standard suspension and termination provisions tied to the matters of default addressed in Section 15, but only after the right to cure period in the 16.01 f. b. Termination Events. KIB may, in its sole discretion, terminate this Contract should any of the following Termination Events occur: (1) Contractor's Default; (2) Contractor's Breach due to Uncontrollable Circumstances, which remains uncured for a period of 30 days; (3) Any Contract Provision, as defined in Section 22, is ruled unconstitutional, illegal, invalid, non-binding or unenforceable by any court of competent jurisdiction, regardless of whether it is deemed severable; or, (4) Any Guarantor transfers the Guaranty without the consent required by the Guaranty, and on or before 15 days after the transfer, the Guarantor does not provide KIB with a substitute Guarantor or alternative financial credit support satisfactory to KIB. c. Suspension Events. Upon the occurrence of any Termination Event, KIB may, in lieu of Termination, and in its sole discretion, suspend this Contract, in whole in or in part, for no longer than 30 days. During the suspension period Contractor will have the opportunity to demonstrate to the satisfaction of KIB that Contractor can once again fully perform Contract Services. If Contractor so demonstrates to satisfaction of KIB in its sole discretion, KIB's right to suspend or terminate this Contract will cease and Contractor may resume providing Contract Services. If Contractor does not so demonstrate, KIB may terminate 57 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 178 of 318 AGENDA ITEM #10.A. Contract No. FY2019-25 this Contract and exercise its additional rights and remedies. d. Notice to Contractor. KIB will give Contractor a Notice of Termination or Suspension effective atthe following times: (1) Immediately or upon other period stated by KIB with respect to the following Defaults, more fully described in Section 15.03: (i) Failure of Contractor to provide adequate Performance Assurances; or, (ii) Insolvency, bankruptcy, liquidation, to the extent permitted by Applicable Law (Insolvency, Bankruptcy, Liquidation); (2) Upon Contractor's receipt of Notice with respect to any other Default, unless KIB specifies an alternative date in the Notice; or, (3) Such other date as KIB may specify in the Notice. e. Reduction in Fee Upon Partial Suspension. If KIB suspends a portion of this Contract or the Contractor's Performance Obligations, Contractor will continue to fully perform its remaining Performance Obligations and the Contractor Service Fee will be adjusted to reflect reductions in Performance Obligations. If. Contractor's Right to Cure. Should KIB at any time, contend that Contractor has breached any material provision of this Agreement, KIB shall immediately notify Contractor in writing of KIB's contention. Contractor shalt have a reasonable time to cure any such alleged breach, which in all events shall not be less than thirty (30) calendar days, or any such longer period as reasonably needed to cure said breach, provided Contractor initiated curing the breach within such thirty (10) calendar day period unless agreed to in writing by the borough, and continues to diligently pursue such breach. If Contractor fails to cure the breach within such time, KIB may terminate this Agreement and/or pursue any other remedy provided for in this Agreement, at law or in equity. Classes of breach that are not subject to the "notice and cure" requirements — especially breaches resulting from the violation of laws, including laws governing life and safety. Contractor shall only have a right to cure if it has not committed the same breach 3 times within the preceding 12 months. 16.02 Criminal Activity. a. Notice. Contractor will immediately give Notice to KIB of either of the following with respect to Contractor or any Contract Manager (except for the Contract Manager in a Position of influence): (1) Conviction of a Criminal Activity ("Conviction"); or, 58 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 179 of 318 AGENDA ITEM #10.A. Contract No. FY2019-25 (2) Plea of guilty or nolo contendere to a Criminal Activity ("Plea"). Contractor will promptly give Notice to KIB of any of those convictions or pleas with respect to the Contractor Manager in a Position of Influence. b. Cure. Upon the occurrence of any conviction or plea defined in Subsection a, Contractor immediately will do or cause to be done both of the following: (1) Terminate from employment anyone in a Position of Influence or remove from office anyone in a Position of Influence, unless otherwise directed or ordered by a court or Regulatory Authority of competent jurisdiction and/or authority, and unless termination would subject Contractor, an Affiliate or any of its Contract Managers to substantial liability for breach of any labor agreement entered into before the Contract Commencement Date; and, (2) Refrain from employing or appointing that individual or individuals responsible for the Criminal Activity from any other Position of influence. c. KIB remedies. in the event that Contractor or any Affiliate fails to effectuate the cure described in Subsection b, or the Criminal Activity is related to this Contract or occurs within the KIB' s municipal boundaries, KIB may either suspend or terminate this Contract as it deems proper. d. Limitations on Contractor Manager. Contractor shall not permit any Person to serve as Contractor Manager who has previously been convicted of a Criminal Activity, or plead "guilty" or "nolo contendere" to any Criminal Activity. SECTION 17: TRANSFER OF CONTRACT. 17.01 Transfer by Contractor. a. Acknowledgment. Contractor evidence to KIB with respect qualifications to provide Contract expertise and qualifications were into this Contract with Contractor. acknowledges that Contractor submitted to Contractor's experience, expertise and Services, and that Contractor's experience, material considerations of KIB in entering b. KIB Consent Required. Contractor will not Transfer, in whole or in part, voluntarily or involuntarily, this Contract, the Guaranty, or any rights or duties in this Contract or under the Guaranty, without KIB's Assembly's prior, written consent, which consent shall not be unreasonably withheld, conditioned, or delayed. Contractor may not circumvent KIB's consent rights by securing Goods or Services from a Subcontractor. Contractor acknowledges that in its submitted proposal to provide Contract Services and enter into this Agreement it described the experience, 59 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 180 of 318 AGENDA ITEM #10.A. Contract No. FY2019-25 qualifications, and operations not only of Contractor itself, but of the following companies that are wholly owned by Contractor as of the Contract Commencement Date: (together, "Contractor's Operations"). Furthermore, in its proposal Contractor did not take an exception to its Performance Obligation to provide the Guaranty. Therefore, in lieu of providing the Guaranty, Contractor will not Transfer in whole or in part, voluntarily or involuntarily any of Contractor's Operations without KIB consent, given in KIB's sole discretion. For purposes of this Performance Obligation and KIB right, the definition of 'Transfer", the "Contractor" is deemed to include "Contractor's Operations. c. Contractor request. Without obligating KIB to give consent, Contactor will demonstrate to KIB' s satisfaction that the proposed transferee has the operational and financial ability to satisfy Performance Obligations. KIB is not obligated to consider any proposed Transfer by Contractor if Contractor is in Breach at anytime during KIB's consideration. d. Payment of KIB's Transfer Costs. (1) Transfer De osit. Contractor must make any request for KIB's consent to a Transfer in the manner prescribed by KIB. Contractor must pay KIB the Transfer Deposit before KIB will consider Contractor's request. "Transfer Deposit" means lesser of the following refundable amounts: (i) $1,500 or, (ii) KIB's anticipated Transfer Costs. (2) Additional Transfer Costs. Within 30 days of KIB's request, Contractor will further pay KIB's additional Transfer Costs in excess of the Transfer Deposit, whether or not that KIB approves the Transfer. "Transfer Costs" means such KIB Reimbursement Costs resulting from its: (i) Consideration and review of Contractor's request for Transfer; (ii) Investigation regarding the suitability of the proposed transferee; (iii) Determination of whether or not to consent; and, (iv) Preparation of those documents necessary to effectuate the Transfer. (3) KIB's Reimbursement Costs of Enforcement. Within 30 days of KIB's request, Contractor will pay KIB's Reimbursement Costs for fees and investigation costs as KIB deems necessary to enjoin the Transfer or to otherwise enforce this Section. e. Novation. If K113 consents to Transfer of this Contract, upon request of the transferee, KIB will execute a novation under which the Person which is the 60 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 181 of 318 AGENDA ITEM #10.A. Contract No. FY2019-25 transferee Contractor assumes all the rights and Performance Obligations of the transferor Contractor. SECTION 18: THE PARTIES 18.01 Independent Contractor. The Parties agree and the Contractor acknowledges as follows: a. Contractor is an independent entity and contractor engaged by KIS and not KIB's Related Party or a party to any joint venture with KIB. b. No employee or agent of Contractor is deemed to be KIB's Related Party. c. Contractor will have the exclusive control over the manner and means of performing Contract Services and over all Persons performing Contract Services. d. Contractor is solely responsible for the acts and omissions of Contractor's Related Parties, none of whom is deemed to be KIB's Related Party. e. Nothing in this Contract may be construed as creating an arrangement for handling Unpermitted Waste. f. Neither Contractor nor any of Contractor's Related Parties will obtain any rights to retirement benefits, workers' compensation benefits, or any other benefits that accrue to KIS employees and Contractor expressly waives any claim it may have or acquire to those benefits. g. Contractor bears the sole responsibility and liability for furnishing workers' compensation and all other benefits required by law to any individual for injuries arising from or connected with Contract Services. 18.02 Parties in Interest. Nothing in this Contract, whether express or implied, is intended to confer any rights on anyone other than the Parties and the Parties' respective representatives, successors and permitted assigns. Related Parties are third party beneficiaries of provisions in this Contract that reference them. 18.03 Binding on Successors. The provisions of this Contract will inure to the benefit of and be binding on the successors and permitted assigns of the Parties. 18.04 Further Assurances. Each Party agrees to execute and deliver any instruments and to perform any acts as may be necessary or reasonably requested by the other to give full effect to this Contract, including Contractor Documentation. Contractor will complete Contractor Documentation satisfactory to KIB by the Contract Commencement Date. 61 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 182 of 318 AGENDA ITEM #1O.A. Contract No. FY2019-25 18.05 Actions of KIB in Its Governmental Capacity. Nothing in this Contract may be interpreted as limiting the rights and obligations of KIB in its governmental or regulatory capacity. 18.06 Contractor's Obligations Performed at Its Sole Expense. Contractor will perform Contract Services solely for the compensation expressly provided for in this Contract. 18.07 Parties Representatives. a. KIB (1) Identification. The KIB Representative is the Manager or his or her designee, as may be amended upon Notice to Contractor by KIB in KIB' s sole discretion. (2) Delegation_ By authorizing the execution of this Contract. KIB delegates to the KIB Representative the authority to exercise KIB's rights, remedies and options under this Contract and administer this Contract, except with respect to the following, which must be approved by the KIB Governing Body: (i) Extending the Term for an additional year or more; (ii) Suspending orTerminating this Contract; (iii) Approving or disapproving Transfer of this Contract; (iv) Amending this Contract, including amendments to the Contractor Service Fee due to changes in operations pursuant to Section I 1.03e, but not to annual adjustments pursuant to Section 11.03b; (v) Indemnities; and, (vi) Exercising any delegation of authority contrary to Applicable Law. b. Contractor Representative. The Contractor Representative is named in Contractor Documentation. The Contractor Representative must have at least 5 years of experience in Solid Waste collection services before being named Contractor Representative. The Contractor Representative is authorized to act on behalf of Contractor in the satisfaction of all Performance Obligations and exercise of Contractor's rights and options under this Contract. 18.08 Due Diligence. Contractor acknowledges that MSW Management Services and Recycling Services, including Contract Services, are highly regulated under Applicable Law, and that waste management is a public health and safety concern. Contractor agrees that it will exercise due diligence in performing Contract Services. 62 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 183 of 318 AGENDA ITEM #10.A. Contract No. FY2019-25 18.09 No Use of KIB Name. Contractor will not conduct any business related to its Performance Obligations under this Contract using any name referencing KIB, or otherwise applies association with or ownership by KIB. 18.10 Subcontractors. a. Subcontracts exceeding $50,000. Contractor will not engage any Subcontractor in an amount exceeding $50,000 for any individual Subcontractor without KIB's prior approval of the Subcontract and Subcontractor. Any Subcontract entered into without KIB's prior approval is void. Contractor will identify approved Subcontractors in Contractor Documentation. b. Contractor Responsibility. Contractor is solely responsible for directing the work of Subcontractors and paying Subcontractors' compensation. c. Removal. KIB may require Contractor to remove any approved Subcontractor for any of the following reasons: (1) Its failure to provide Contract Services; (2) Its non-compliance with Applicable Law, or (3) Its engagement in conduct that, in KIB's judgment, is abusive, rude or unsafe. d. Reference to Subcontractors. Specific reference to Subcontractors under this Contract (such as with respect to compliance with Applicable Law and meeting Insurance requirements) does not imply that lack of specific reference to Subcontractors elsewhere under this Contract Exempts Subcontractors from complying with this Contract. SECTION 19: AMENDMENTS 19.01 Amendments. a. Means of Amendment. Amendments to Contract rights, remedies and options, unless delegated to the KIB Representative, will be effective upon completion of the following actions: (1) Authorization and direction of KIB Governing Body; (2) Consent of the Contractor; and, (3) Due execution by the Parties of a written amendment to this Contract reflecting those changes. b. Consent by Representatives. All other Amendments to this Contract will be effective upon completion of the following: 63 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 184 of 318 AGENDA ITEM #10.A. Contract No. FY2019-25 (1) Consent of the KIB Representative, except for Contractor's amendments to Contractor Documentation that do not require KIB consent; (2) Consent of the Contractor Representative, except for amendments to this Contract that do not require Contractor consent; and, (3) Due execution by the Parties of text reflecting those changes. Examples of those amendments include the following: (i) Amendments not listed in Subsection a; (ii) Contractor Documentation; and, (iii) Exhibits or Attachments to this Contract (except with respect to Contractor Service Fee other than annual adjustments). c. Due execution. For purposes of this Section, "due execution" of amendments to the text of this Contract means that the Parties' authorized representatives: (1) Witness and sign the written amendment in the form provided on the signature page of this Contract; and, (2) Warrant that they are authorized to execute the amendment. SECTION 20• NOTICES, CONSENTS, AND APPROVALS 20.01 Notices. Notices must be given at the addresses provided in Contractor Documentation attached to this Contract, as follows: a. By Email or facsimile, promptly followed by personal or mailed delivery; b. By personal delivery to the Contractor Representative or KIB Representative, as the case may be; c. By deposit in the United States mail first class postage prepaid (certified mail, return receipt requested); or, d. By commercial delivery service providing delivery verification. Notice by KIB to Contractor of a missed pick-up or a Customer problem or complaint may be given to Contractor orally by telephone to Contractor Representative or other Contractor personnel responsible for taking complaints from KIB orthe public. Parties may change their address upon Notice to the other Party. 20.02 Writing Requirements. All Notices, reports, demands, requests, directions, selections, option exercises, orders, proposals, reviews, comments, 64 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 185 of 318 AGENDA ITEM #10.A. Contract No. FY2019-25 acknowledgments, approvals, agreements, consents, waivers, certifications and other communications made under this Contract must be in writing, except the following: a. Oral communication is explicitly authorized; and, b. Communication with respect to routine Contract administration, such as submitting Records or Reports, correcting Reports or, discussing Customer complaints. 20.03 Exercise of Options. Parties will exercise any approval, disapproval, consent, acceptance, option, discretion, election, opinion or choice under this Contract, make a requirement under this Contract, or interpret this Contract ("Discretionary Action") in a manner that is reasonable. Recognizing the essential public health and safety protections this Contract serves, where this Contract specifically provides that the exercise of any Discretionary Action is in either Party's independent, sole, exclusive or absolute discretion, control or judgment, the other Party will not question or challenge the other Party's exercise thereof. Parties will nevertheless exercise their rights and remedies in good faith as required by Applicable Law. Any mediator or court must find the Party's exercise to be reasonable. SECTION 21: INTEGRATIONS, GOVERNING LAW, AND VENUE 21.01 Integrations. This Contract contains the entire agreement between the Parties with respect to their rights and obligations under this Contract. This Contract completely and fully supersedes all prior understandings and agreements between the Parties with respect to their respective rights and obligations, including those contained in each of the following: a. Requests for proposals; b. Proposals; c. Memoranda; d. Correspondence; e. Telephone calls; f. Field trips; g. Interviews; h. Negotiations, and, I. Meetings of the KIB Assembly, and other commission, committees, and boards. 65 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 186 of 318 AGENDA ITEM #10.A. Contract No. FY2019-25 21.02 Governing Law. The Parties' respective rights and obligations pursuant to this Contract shall be determined according to, and governed by, the laws of the State of Alaska 21.03 Severability. a. Generally. Should any court of competent jurisdiction hold that any clause, sentence, provision, section, subsection, exhibit, or attachment of this Contract is unconstitutional, illegal, invalid, non-binding, or otherwise unenforceable, such determination shall not affect any of the remaining provisions of this Contract. This Contract will be construed and enforced as if the Contract Provision did not exist, and the Parties will as a result: (1) Promptly meet and negotiate a substitute for the Contract Provision and any related amendments, deletions or additions to other provisions of this Contract which together effect the Parties' original intent to the greatest extent allowable under Applicable Law; and, (2) If necessary or desirable to accomplish preceding item (1), apply to the court that declared said invalidity for a judicial construction of the substituted Contract Provision and any amendments, deletions or additions to this Contract. Within 10 days of any KIB's request, Contractor will pay KIB half of the Direct Costs of that application. However, if any Contract Provision with respect to KIB direction to a Solid Waste Management Facility is ruled unconstitutional, illegal, invalid, non- binding or unenforceable by any court of competent jurisdiction, then KIB in its sole discretion may either: (1) Sever that Contract Provision and construe and enforce this Contract under this Section; or, (2) Terminate this Contract. b. Contractor's Waiver of Certain Legal Challenges Contractor agrees not to challenge the constitutionality, legality, validity, enforceability or binding nature of either of the following provisions of this Contract: (1) Contractor's obligation to deliver Refuse to KIB Landfill; and, (2) Contractor's obligation to deliver any other type of Solid Waste (such as recyclables) to any other Solid Waste Management facility as directed by KIB. 21.04 New Contract. This Contract is a new obligation between the Parties and is a novation, substitution and replacement for any present or prior contracts or agreements between the Parties connected with or related to MSW Management Services. m Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 187 of 318 AGENDA ITEM #10.A. Contract No FY2019-25 29.05 Venue. Any civil action arising from this Contract shall be brought in the Superior Court, Third Judicial District, State of Alaska 21.06 Costs. The non -prevailing Party in any dispute involving this Contract shall pay the prevailing Party's reasonable Reimbursement Costs, including attorney's fees. SECTION 22: ADDITIONAL TERMS AND CONDITIONS Notwithstanding anything herein to the contrary: (a) Contractor shall have no obligation to collect or transport any material which is or contains, or which Contractor reasonably believes to be or contain, radioactive, volatile, corrosive, highly flammable, explosive, biomedical, infectious, biohazardous, toxic or hazardous material as defined by applicable federal, state or local laws or regulations ("Excluded Waste"); (b) if Contractor finds what reasonably appears to be discarded Excluded Waste, Contractor shall promptly notify the KIB and the producer of the Excluded Waste, if the producer can be readily identified; and (c) title to and liability for any Excluded Waste shall remain with the producer of the Excluded Waste, even if Contractor inadvertently collects or disposes of such Excluded Waste. 2. Customers and the KIB must comply with any description of and/or procedures with respect to removal of contaminants or preparation of recyclable materials as reasonably provided by Contractor. If any customer or the KIB fails to do so, Contractor may decline to collect such materials without being in breach of the contract. Contractor shall not be responsible for and has not made any representation regarding the ultimate recycling of such recyclable materials by any third -party facilities. 3. Notwithstanding anything herein to the contrary, to the extent supplied by Contractor, in the event that a container becomes lost, unsightly, unsanitary, broken, or unserviceable because of the acts or omissions of a customer or the KIB (excluding normal wear and tear), the customer or KIB (as the case may be) will be charged for the resulting repairs or replacement and such amounts will be paid to Contractor upon demand. Any equipment furnished hereunder by Contractor shall remain the property of Contractor; however, the customers and the KIB (as applicable) shall have care, custody and control of the equipment while at the service locations. Customers and the KIB shall not overload (by weight or volume), move or alter the equipment, and shall use the equipment only for its proper and intended purpose. Customers and the KIB must provide unobstructed access to the equipment on the scheduled collection day. The word "equipment" as used in the contract shall mean all containers used for the storage of non -hazardous solid waste. 5. Except for the payment of amounts owed hereunder, neither party hereto shall be liable for its failure to perform or delay in its performance hereunder due to contingencies beyond its reasonable control including, but not limited to, strikes, 67 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 188 of 318 AGENDA ITEM #10.A. Contract No_ FY2019-25 riots, compliance with laws or govemmental orders, inability to access a container, fires, inclement weather and acts of God, and such failure shall not constitute a breach under the contract. SECTION 23: DEFINITIONS Affiliate means a Person that, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, Contractor. For the purpose of this definition, "control" has the meaning provided in Rule 144 of the Securities Act of 1993. Affiliate Parent means an Affiliate that, directly or indirectly, through one or more intermediaries, controls Contractor. Annual Report means the Report required under Section 10.03 in form and content satisfactory to KIB. Applicable Laws means any or all of the following enacted, adopted, promulgated, issued, ruled, ordered, determined or otherwise made by any Regulatory Authority that apply to or govern Contract Services or the performance of the Parties' obligations under this Contract: (1) Laws, statutes (2) rules, regulations (3) guidelines, (4) Permits, (5) actions, determinations, orders, or (6) other requirements, including Applicable Law concerning the following: (7) health, (8) safety, (9) fire, (10) laborrelations, (11) mitigation monitoring plans, (12) building codes, (13) zoning, (14) non-discrimination, (15) Vehicles: such as: (i) air emissions (smog checks); tires; documentation through maintenance log or otherwise of a safety compliance report; Vehicle highway lighting, flashing and warning lights, clearance lights, a n d warning flags; registration; weight limits; cleaning; enclosure /water- tight beds; (ii) The appropriate class of drivers' licenses issued by the State Department of Motor Vehicles; (iii) any State laws relating to operating equipment construction, safety, and 68 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 189 of 318 AGENDA ITEM #10.A. Contract No. FY2019-25 parking and identification, (16) Carts: such as: a. maintenance and placement of Carts; b. placing Contractor's name and telephone number on Receptacle; (17) Labor: (i) Drug and alcohol testing; (ii) The Occupational Safety and Health Act, (29 U.S.C. §651 et seq.), including the Solid Waste Disposal Facility Criteria promulgated by the U.S. EPA on October 9, 1991 (40 C.F.R., Parts 257 and 258); and corresponding State requirements; (iii) immigration Reform and Control Act of 1986 (PL.99-603); (18) Environmental Protection: (i) CERCLA; (ii) RCRA; (iii) Clean Air Act, (42 U.S.C. §1351 et seq., 42 U.S.C. §7401-7642) and Clean Water Act, and; (iv) corresponding State requirements; (v) Emergency Planning and Community Right to Know Act, (42 U.S.C. §11001 etseq.); (vi) regulations governing the recovery of ozone-depleting refrigerants during the Disposal of air conditioning or refrigeration equipment, including 40 C.F.R. Part 82; (vii) any wash -down requirements for containers, trucks or facilities, (19) KIB Code, (20) Miscellaneous: (i) Civil Rights Act of 1964 (Sub chapter VI or Chapter 21 of Title 42); (ii) Customer's privacy rights. Reference to Applicable Law includes amendments and supplements to or replacement, restatement or recodification occurring after the Contract Commencement Date. Ij Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 190 of 318 AGENDA ITEM #1O.A. Contract No. FY2019-25 Base Service Level is described on the Contractor Service Fee Schedule. Bear Cart means a cart designed to be resistant to opening by bears. Breach means Contactor's failure to fully and timely meet any Performance Obligation. Bulky items) means any large item of Solid Waste that can be safely lifted by two individuals using a dolly, generated at Residential Premises and discarded at Residential Set -out Sites, such as the following: (1) furniture, including metal desks and storage cabinets, (2) pianos and organs, (3) televisions, (4) large appliances, including washers, driers, refrigerators, freezers, dishwashers and stoves, (5) toys, bikes and dismantled swing sets, (6) lawn mowers and snow blowers with no gas or oil in them, up to 4 auto or pickup tires per Customer each calendar month, with rims removed, (7) any item (other than lumber) that can be cut or broken-down meeting the following requirements: (i) no longer than 4 feet in length, (ii) weighing no more than 70 pounds. Bulky Items does not mean the following: (1) material generated at non -Residential Premises, including commercial business operations, (2) bundled Yard Waste, branches, (3) sod, soil and rock, (4) broken concrete and asphalt, (5) brick, block and stone, (6) railroad ties or similar type of retaining wall timbers, (7) remodeling debris, including shingles, (8) carpeting, (9) sinks, concrete laundry tubs and cast-iron plumbing fixtures, (10) windows and doors, (11) lumber, (12) animal waste, including all excrement from domestic animals and fowl, and all hay, straw or other materials that have been used for animals' or fowls' bedding, (13) liquids, including paint, (14) hazardous waste, including household hazardous waste, (15) fuel oil tanks, (16) any automotive parts (including vehicle batteries and tires). C&D Debris means any Solid Waste discarded in Dumpsters or Roll Off Containers that Contractor must Collect under Section 6.05, such as the following: 70 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 191 of 318 AGENDA ITEM #10.A. Contract No. FY2019-25 (1) bundled Yard Waste, branches, (2) sod, soil and rock, (3) broken concrete and asphalt, (4) brick, block and stone, (5) railroad ties or similar type of retaining wail timbers, (6) remodeling debris, including shingles, (7) carpeting, (8) sinks, concrete laundry tubs and cast-iron plumbing fixtures, (9) windows and doors, (10) lumber. Calendar Year means a period of 12 months of 365 or 366 consecutive days beginning January 1 and ending December 31. (Compare "Contract Year') Cardboard Recycling Container means a roll off container or dumpster with a narrow opening or slot on the side of the container that will require cardboard boxes to be first flattened in order to allow the cardboard material to be inserted into the container. Cart means a wheeled receptacle that can be emptied by either semi- or fully - automated vehicles. Change in Law means the following changes occurring after the Contract Commencement Date: (1) the adoption, promulgation, repeal, modification, amendment or other change in Applicable Law or change in judicial or administrative interpretation thereof occurring, other than: (1) laws with respect to taxes based on or measured by net income, or (ii) any unincorporated business, payroll or Contract taxes levied by any tax governmental authority (other than any taxes levied by KIB that are obligations of Contractor and not merely fees that Contractor must collect on behalf of KIB), or (iii) employment taxes; (2) any order or judgment issued by a Regulatory Authority that binds Contractor or has a material impact on Contract Service: (i) if the order or judgment is not also the result of the willful misconduct or negligent action or inaction of the Party relying thereon or of any third party for whom the Party relying thereon is directly responsible; and (ii) unless excused in writing from so doing by the other Party, the Party relying thereon will make or have made, or will cause or have caused to be made, Reasonable Business Efforts (such as retaining counsel) 71 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 192 of 318 AGENDA ITEM #1O.A. Contract No. FY2019-25 to contest the order or judgment (it being understood that contesting in good faith an order or judgment will not constitute or be construed as a willful misconduct or negligent action of that Party); or (3) the imposition by a Regulatory Authority of any new or different material conditions in connection with the issuance, renewal, or modification of any Permit; or, (4) a Regulatory Authority's (i) failure to issue or renew any Permit, (ii) delay in issuing or renewing any Permit, or (iii) suspension, interruption ortermination of, any Permit; provided the failure, delay, suspension or termination is not due to the willful misconduct or negligent action or inaction of the Party relying thereon or any third party for whom the Party relying thereon is directly responsible. Collect, Collection or Collecting other form thereof means pick-up and removal of discarded Solid Waste required under this Contract. Collection Commencement Date means the date described in Section 3.01, on which Contractor shall begin providing certain Customer Collection services. (Compare "Contract Commencement Date ".) Collection Hours means the time during which Contractor may collect solid waste under the KIB Code. Commercial describes Persons (such as Customers) or things (such as Carts, Premises or types of Solid Waste) in the Contract Service Area that are not Residential or Multi- family. Commercial Customer means a Customer who owns or occupies a Commercial Premise. Commercial Premise means each Premise containing that is not a Residential Premise or Multi -family premise, such as businesses. Compactor means a receptacle containing a ram that pushes and compresses waste into a container or bale. Compensatory Damages means "Compensatory Damages" described in Section 15. Contract means this agreement, including all: (1) Sections; (2) Exhibits; and, (3) Other appended documentation, including Attachments, Exhibits and 72 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 193 of 318 AGENDA ITEM #10.A. Contract No. FY2019-25 documentation, which are incorporated in this Contract by reference as if fully set forth herein. Contract Commencement Date means the date on which this Contract is signed by both Contractor and KIB. (Compare "Collection Commencement Date") Contract Manager means the following: (1) Contractor Representative (2) Contractor's officers (3) Contractor's directors, and (4) any individual in a Position of influence. Contract Service means the MSW Management Services that Contractor must provide for Customers under this Contract, including all Performance Obligations, the future Collection of Recyclables if agreed to by the Parties, Collection from Roll -offs, Customer billing and collection, and Transportation of Collected MSW to the KIB landfill). (Compare "MSW Management Services".) Contract Service Area means all land within the boundaries of KIB where Customer's premises can be served by roads. Contract Service Asset Document means a document that encumbers or limits Contractor's interest in a Contract Service Asset or that evidences Contractor's ownership interest in the Contract Service Asset, such as: (1) lease -purchase agreement, (2) installment purchase agreement, (3) financing statement, mortgage or other instrument establishing a security interest to or by Contractor, (4) if requested by KIB, documents related to Contractor's rights with respect to the Contractor Service Asset, such as Cart warranties, and (5) if requested by KIB, documents related to operation and maintenance of the Contractor Service Asset. Contract Service Assets means all property, both tangible and intangible (such as facility leases or equipment installment purchase agreements) used directly or indirectly in performing Contract Services, including the following: (1) vehicles, (2) receptacles, (3) operation I maintenance equipment and facilities, (4) administrative/ office equipment (such as computer hardware and software, telephones/telefax) and offices. Contract Service Asset Inventory means a listing of all Contract Service Assets that includes a description of the type, size, year in service, comments regarding condition (if relevant), and useful service life for each asset. 73 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 194 of 318 AGENDA ITEM #10.A. Contract No, FY2019-25 Contract Service Day means a weekday or Saturday on which Contractor must perform Contract Services, Holidays excepted. (Compare "day" and 'KJB Business Day ll) Contract Service Exceptions means: (1) Solid Waste Not Properly Placed in Receptacles: discarded Solid Waste (other than any Bulky Item) that is not placed inside a Receptacle. (2) Any Receptacle that weighs more than limits prescribed on Receptacle's manufacturer warranty or other documentation acceptable to KIB and noted on the Receptacle. (3) Receptacle or Bulky Items Not Placed at Proper Set -out Site: a Receptacle is not discarded at the Set -out Site, or a Bulky Item or excess Refuse is not discarded atthe Set -out Site under 4.04. (4) Unsafe Condition: The Set -out Site is not safely accessible to Vehicles or Contractor's employees. (5) Unpermitted Waste or Unsafe Materials: Contractor observes Unpermitted Waste in a Receptacle or at the Set -out Site. (6) Any customer with a past due balance of 90 -days or greater will no longer be offered a refuse cart for curbside collection and will instead be billed the rate for residential roll -off container service. Once the customer's balance is paid in full, the customer will again be offered a refuse cart for curbside collection. Contractor means: (1) The Person named and signing the signature page of this Contract; (2) Any Transferee approved by KIB pursuant to Section 17; (3) For the purposes of indemnities, Contractor and Contractor's Related Parties. Contractor's actions and Performance Obligations include reference to any Subcontractor's actions under this Contract, as applicable, without specifying in each instance that Contractor must directly take those actions itself, or cause its Subcontractors to take those actions on Contractor's behalf. Contractor Documentation means documentation provided by Contractor to KIB under this Contract in form and content satisfactory to KIB, including those documents set forth in Exhibit B. Contractor Office means any office and other bases of operation located in KIB. Contractor Office Hours means at least 8:00 a.m. to 5:00 p.m. Monday through Friday (Holidays excepted). 74 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 195 of 318 AGENDA ITEM #10.A. Contract No. FY2019-25 Contractor Payment Obligations means amounts Contactor owes to KIB, including: (1) damages, including Liquidated Damages and Compensatory Damages; (2) reimbursements to KIB, including KIB's Reimbursement Costs; (3) any other amounts provided in this Contract, such as costs of applying to courts for judicial construction of Contract Provisions. Contractor Phone Hours are hours (excepting Holidays) between the following times: (1) 8:00 a.m. and 5:00 p.m., Monday through Friday, Contractor Representative means the individual or individuals authorized by Contractor under Section 18.07 and listed in Contractor Documentation. (Compare 'KIB Representative") Contractor's Reimbursement Costs means Contractor's Direct Costs plus 10% thereof. (Compare XIB's Reimbursement Costs.) Contractor's Related Parties means Contractor's employees, partners, officers, agents, Subcontractors, attorneys, consultants, licensees, invitees and Affiliates. Contractor's Related Parties are third party beneficiaries of provisions that reference them. (Compare "KIB's Related Parties".) Contractor Service Fee means the amount listed on the Contractor Service Fee Schedule. Contractor Service Fee Schedule means the schedule set forth at Section 11.01. Contractor Transition Plan means Contractor Documentation consisting of the plan required by Section 4, which has been approved by KIB. Contract Year means each 12 -month period commencing July 1 and ending June 30, or with respect to less than 12 -month periods following execution, termination or execution of the Agreement, the portion of that 12 -month period. (Compare "Calendar Year':) Criminal Activity means any of the following: (1) fraud or criminal felony offenses in connection with obtaining, attempting to obtain, procuring or performing a public or private agreement related to recyclables, yard waste, construction and demolition debris, garbage, refuse, or any other solid waste or MSW Management Services of any kind (including collection, hauling, transfer, processing, composting or disposal), including this Contract; (2) bribery or attempting to bribe a public officer or employee of a Regulatory Authority; or (3) embezzlement, extortion, racketeering, false claims, false statements, forgery. 75 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 196 of 318 AGENDA ITEM #1O.A. Contract No. FY2019-25 falsification or destruction of records, obstruction of justice, knowingly receiving stolen property, theft, or misprision (failure to disclose) of a felony; or (4) unlawful disposal of hazardous, designated or other waste; or (5) violation of the following: (i) securities or antitrust laws (such as laws relating to price-fixing, bid -rigging and sales and market allocation), and (ii) unfair and anti-competitive trade practice laws, including with respect to inflation of waste collection, hauling or disposal fees. Cubic Yard means 46,656 cubic inches. Customer or Customers means a Person who subscribes for Contract Services from Contractor. customer Complaint Protocol means the protocol under Section 9.03 in form and content satisfactoryto KIB. Itis Contractor Documentation. Customer Service Subscription is Contractor Documentation consisting of the service order form prescribed by Section 9.08, as approved by KIB. Day means a calendar day. (Compare "KIB Business Day" and "Contract Service Day".) Default means "Default" as defined and described in Section 15. Direct Costs means the sum of the following: (1) payroll costs directly related to the performance, or management or supervision of any obligation under the provisions of this Contract, comprised of compensation and fringe benefits, including vacation, sick leave, holidays, retirement, workers' compensation insurance, federal and state unemployment taxes and all medical and health insurance benefits, plus (2) the costs of materials, services, direct rental costs and supplies, plus (3) travel and subsistence costs, plus (4) the reasonable costs of any payments to Subcontractors (with respect to Contractor) or contractors (with respect to KIB) or third party's necessary to and in connection with Performance Obligations; plus (5) any other cost or expense which is direct or normally associated with a task performed; plus (6) reasonable litigation costs and expenses, including attorneys' fees (including the reasonable value of the services rendered by KIB Counsel's Office) 76 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 197 of 318 AGENDA ITEM #10.A. Contract No. FY2019-25 investigation fees and expert witness fees. Which Direct Costs are substantiated by: (7) a certificate signed by the principal financial officer of Contractor or an authorized representative of KIB, as the case may be: (i) setting forth the amount of the cost and the reason why the cost is properly chargeable to KIB or Contractor, as the case may be, and (ii) stating that the cost is an arm's length and competitive price, if there are competitive prices, for the service or materials supplied; and if KIB or Contractor requests, as the case may be, the additional back-up documentation to substantiate any Direct Cost, including invoices from suppliers, Subcontractors and contractors. Direct Costs excludes profit or return on investment. Disposal or Dispose or other form thereof means final deposition or destruction of Solid Waste. Diversion or Divert means activities that reduce or eliminate the amount of Solid Waste from disposal. Drive-in Service means when the contractor is required to leave the public right-of-way and enter a driveway, private road, or private property. Dumpster means a receptacle for discarded solid waste that has slots to allow pick-up by the forklifts, generally a metal box with lid also referred to as "bin" or"container". Elderly or Handicapped means any Residential Customer who meets the following criteria: (1) has handicapped status recognized by the State Department of Motor Vehicles, or (2) is over 65 years old as evidenced by birth dates on driver's licenses, birth certificates, passports, green cards or other documentation issued by a Regulatory Authority, and (3) provides written representation that he or she is functionally unable to roll his or her Refuse Cart to the curb, and that there 'is no one else residing in that Customer's premises who is functionally able to roll that Refuse Cart to the curb. Electronic Waste means discarded computers/monitors/equipment, office electronic equipment, entertainment device electronics, mobile phones, television sets, and other materials with electronics that may be Recyclable. Goods or Services means goods or services used in providing Contract Services, including the following: (1) labor, 77 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 198 of 318 AGENDA ITEM #10.A. Contract No. FY2019-25 (2) leases and subleases, (3) equipment, (4) supplies, (5) capital, (6) insurance, if the insurer is an Affiliate, (7) bonds or other credit support if the surety or other provider is an Affiliate; and (8) legal, risk management, general and administrative services. Guarantor means the Person executing the Guaranty. Guaranty means the guaranty in a form approved by KIB, and signed by Guarantor. Herein, Hereof, Hereunder and variations mean "in this Contract', "of this Contract", "under this Contract'; "hereinbefore" and "hereinafter" mean before and after the Contract Commencement Date, respectively. Holidays means days on which KIB offices are closed for business to the public, comprised on the Contract Commencement Date of the following days: (1) New Year's Day, (2) Martin Luther King Day (3) President's Day (4) Seward's Day (5) Memorial Day, (6) Independence Day, (7) Labor Day, (8) Veteran's Day (9) Thanksgiving Day and the day after Thanksgiving and, (10) Christmas. Including or Include or variations thereof means "including without limitation, "including, but not limited to" and "including, at a minimum". indemnities or Indemnity or Indemnification or variations thereof means Contractor's obligation to hold KIB harmless, and all such related defenses, indemnities and releases under this Contract. Insurance means the insurance coverages required by Section 13. KIB means the following: (1) the Kodiak Island Borough; (2) any transferee of Kodiak Island Borough; and, (3) for purpose of Indemnities, Kodiak Island Borough's Related Parties. KIB Business Day means any day on which KIB Administration office is open to do business with the public. (Compare "Contract Service Day".) KIB Code means municipal law of KIB. 78 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 199 of 318 AGENDA ITEM #10.A. Contract No. FY2019-25 KIB Governing Body means KIB Assembly. KIB Office Hours means the hours of any KIB Business Day on which KIB Administration office is open to do business with the public. (Compare 'Contractor Office Hours".) KIB Representative means the individual holding the position named by KIB under Section 18.7 (Compare "Contractor Representative") KIB's Reimbursement Costs means KIB's Direct Costs plus 15%. (Compare "Contractor's Reimbursement Costs") KIB's Related Parties means KIB's officers, employees, agents, contractors, attorneys, administrators, affiliates, representatives, servants, insurers, heirs, assigns, volunteers and each and every one of them. They are third party beneficiaries of provisions in this Contract that reference them. (Compare "Contractor's Related Parties") KIB Landfill means the landfill owned by KIB. Letter of Credit means the letter of credit described m Section 13.03. It is Contractor Documentation. Liabilities and Losses means all of the following: (1) liabilities; (2) lawsuits; (3) claims; (4) complaints; (5) causes of action; (B) citations; (7) investigations; (8) demands; (9) clean-up orders; (10) damages (including actual, special, consequential and punitive) whether in contract or in tort, such as natural resource, property and personal injury damages; (11) costs and expenses, including (i) all costs and expenses of litigation, mediation or arbitration, accountant fees, engineer's fees, attorney's fees (whether KIB's or Contractor's staff attorneys or outside attorneys) and other consultant's fees, expert witness fees, and court costs; and, (ii) response remediation and removal costs. (12) losses; (13) debts; (14) liens; (15) mediation, arbitration, legal or administrative proceedings; 79 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 200 of 318 AGENDA ITEM #10.A. Contract No. FY2019-25 (16) interest; (17) fines, charges, penalties; and, (18) other detriments of every nature and description, whether under state or federal law. Liquidated Damages are described in Section 15.01 and Exhibit C. Monthly Meeting means the meeting prescribed by Section 10.03. MSW Management Services means: (1) collection, transportation, storage, transfer, or processing of solid waste; and/or (2) arranging for disposal of solid waste. Multi -family describes Persons (such as Customers) or things (such as Carts or types of Solid Waste) in the Contract Service Area that are not Residential. Multi -family Customer means a Customer who owns or occupies a Multi -Family Premise. Multi -family Premises means premises that are not residential premises (and therefore contains 4 or more dwelling units) including apartment complexes and trailer courts. Non -Collection Notice means a notice in form and substance satisfactory to KIB left by Contractor in event of Contract Service Exceptions, such as Discard of Unpermitted Materials. Notice or Notify or other variation thereof means notice given under Section 20. "Due Notice" or"Notice duly given", refers to Notice given under Section 20. Own, Owner or Ownership or other variation there or has the meaning provided in the constructive ownership provisions of Section 31 B(a) of the Internal Revenue Code of 1986, as in effect on the Contract Commencement Date, except that (1) 10% is substituted for 50% in Section 318(a)(2)(C) and in Section 318(a)(3)(C) thereof; (2) Section 318(a)(5)(C) is disregarded, and (3) ownership interest of less than 10 percent is disregarded and percentage interests is determined on the basis of the percentage of voting interest or value which the ownership interest represents, whichever is greater. Party and Parties means the following 2 Persons, individually and together: (1) KIB, and (2) Contractor. Performance Assurances means each and every Indemnity, Insurance, Letter of Credit and Guaranty, and any other instrument described in Section 13. 80 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 201 of 318 AGENDA ITEM #10.A. Contract No. FY2019-25 Performance Obligations means each and every obligation and liability of Contractor under this Contract. Permit means any of the following, of whatever kind and however described that Applicable Law requires Contractor to obtain or maintain with respect to satisfaction of Performance Obligations, as renewed or amended from time to time: (1) permit; (2) registration; (3) order; (4) license (including business license); (5) approval; (6) authorization; (7) consent; and, (8) entitlement Person means any of the following: (1) individual; (2) sole proprietorship (3) firm; (4) association; (5) organization; (6) partnership (whether limited or general); (7) corporation; (8) trust; (9) joint venture; (10) Regulatory Authority' or, (11) any other entity Position of Influence means a position of authority or responsibility to directly or indirectly administer, manage, direct, supervise or oversee Contract Services or this Contract, including the following: (1) Affiliate Parents' officers; (2) Affiliate Parents' directors; (3) individual who reviews or negotiates Contractor's contracts (including this Contract); (4) individual who provides in-house legal services; (5) Affiliate insurer (captive insurance), (6) Guarantor, and (7) Affiliate surety or other Person providing Performance Assurance. Premises means a tract of land with habitable buildings located in the Contract Service Area and safely accessible by Vehicles. Processing means solid waste: 81 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 202 of 318 AGENDA ITEM #1O.A. Contract No. FY2019-25 (1) reduction; (2) separation; (3) recovery; (4) conversion; (5) recycling; and, (6) composting. Processing means `processing" of Solid Waste: it does not mean baling refuse. Promptly or Prompt means as soon as practicable, but not more than two days. Quarter means any of all of the following periods, as the context demands: (1) January, February, March ("1st Quarter"), (2) April, May, June ("2nd Quarter"), (3) July, August, September ("3rd Quarter"), (4) October, November, December ("4th Quarter"). Proposal means the response provided by the Contractor to the Residential and Solid Waste Collection and Recycling Services Request For Proposal. RCRA means the Resource Conservation and recovery Act (42 U.S.C. Section 6901 et seq. Reasonable Business Efforts means those efforts a reasonably prudent business Person would expend under the same or similar circumstances in the exercise of that Person's business judgment, intending in good faith to take steps calculated to satisfy the obligation which that Person has undertaken to satisfy. Receptacle means any Cart, Dumpster, Roll Off Container or other receptacle (such as bags designed for solid waste discard, but not shopping or grocery bags) for storing discarded Refuse. Records means information relating to Contract Services and other Performance Obligations, including documentation in any form or media, including: (1) ledgers and books of account; (2) invoices, vouchers and canceled checks; (3) logs and correspondence; (4) data and computations; (5) files; (6) reports; (7) drawings, plans and designs (other than those operations that do not involve Collection, such plans and specifications); and, (8) photographs. Recyclables means Solid Waste that is recyclable. 82 respecting facilities or facility as materials recovery facility Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 203 of 318 AGENDA ITEM #10.A. Contract No. FY2019-25 Recyclables Processing Facility means the Contractor -operated facility where it processes recyclables for shipment to markets. Recycle, Recycling or Recyclable means the process of collecting, sorting, cleansing, treating, and reconstituting materials that would otherwise become solid waste and returning them to the economic mainstream in the form of raw material for new, reused, or reconstituted products that meet the quality standards necessary to be used in the market place. Recycled Content Procurement Policy means KIB'S current buy -recycled policy, if any. Recycling or Recycling Services means all activities related to managing Recyclables. Refuse means Solid Waste comprised of rubbish, trash and garbage, excluding any Bulky Item that Contractor Diverts. Regularly Scheduled Collection Day(s) means the same day(s) each week on which Contractor provides Collection to a Customer. Regulatory Authority means each of the following that has jurisdiction over either Party or this Contract: (1) the United States; (2) the State of Alaska and other states; (3) KIB; (4) governmental authorities, agencies and districts; (5) governmental boards and commissions; (6) federal, state and local courts; and, (7) any other municipal, governmental or public bodies. Report means any report that Contractor is obligated to provide under this Contract, including Section 10. Residential describes Persons (such as Customers) or things (such as Carts, Premises or types of Solid Waste) in the Contract Service Area that reside or are related to Residential Premises. Residential Customer means a Customer who owns or occupies a Residential Premise. Residential Premise means a premises meeting both of the following conditions: (1) It contains one, two or three dwelling unit(s); and, (2) Each dwelling unit is occupied by related individuals or by 5 or fewer unrelated individuals. Roll Off Container means an open -topped rectangular container for storage, collection and transport of Solid Waste that are rolled on and off flatbed collection vehicles via winches or reeving cylinders (hooks). Rollout Service means taking the following actions by manual means: 83 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 204 of 318 AGENDA ITEM #10.A. Contract No. FY2019-25 (1) dismounting from the Collection Vehicle, (2) moving a Receptacle more than five feet (6) from its storage location indicated on that Customer's Service Subscription (such as within enclosures or by garages) to the Collection Vehicle for emptying, and (3) returning the Receptacle to its storage location. Senior Discount means the amount by which the Contractor Service Fee is reduced from time to time by KIB for providing Contract Service to any Residential Customer who is over 65 years old as evidenced to KIB by birth dates on driver's licenses, birth certificates, passports, green cards or other documentation issued by a Regulatory Authority. Service Day means a weekday or Saturday, Holidays excepted, when Contractor must provide Contract Service. (Compare "KIB Business Day".) Set -out Site means the location agreed to by Contractor and the Customer and indicated on the Customer Service Subscription or required by KIB, where Customer must place its Carts for Collection, including: (1) Residential curb: on the curb in front of Residential Premises; in the street immediately adjacent to that curb or; if there is no curb, at the edge of Customer's property abutting the street, unless Contractor provides Roll-out Service or Up -the- Drive Service; (2) Roll-out Service: at the storage location agreed upon between a Residential Customer and Contractor and included on the Customer Service Subscription; and. (3) Up -the -Drive Collection: at the storage location agreed upon between a Residential Customer and Contractor. Solid waste means "municipal solid waste" defined under AS 46.03.900. Solid Waste means municipal solid waste' discarded in Receptacles, other than Unpermitted Waste, located in the Contract Service Area that Contract Must Collect, including: (1) Refuse; (2) Recyclables; (3) Bulky Items; and, (4) CBD Debris, Solid Waste Management Facility means the following facilities, individual and together, as the context demands: (1) KIB Landfill; and, (2) any other facility that handles Solid Waste and that is approved by KIB. 84 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 205 of 318 AGENDA ITEM #10.A. Contract No. FY2019-25 State means the State of Alaska. Subcontract means any arrangement, formal or informal, written or merely in practice, between Contractor and a Subcontractor, including: (1) contracts or agreements; (2) letters or memorandum of understanding or intent; and, (3) subscription or purchase orders. Subcontractor means anyone Person that provides Goods or Services related to Collection, transportation or storage of Solid Waste or related to Service Assets, including their operation, maintenance and repair, to or on behalf of Contractor. Such as means for example. Term of this Contract means the period beginning on the Contract Commencement Date and ending on the Termination Date. Termination Date means the date this Contract expires or is earlier terminated. Termination Events are such instances as described in Section 16.01. Ton (or Tonnage) means a short ton of 2,000 pounds avoirdupois. Transfer means any of the following: (1) selling, exchanging or otherwise transferring Ownership or control of Contractor (through sale, exchange or other transfer of outstanding stock, partnership shares, equity interest or otherwise); (2) issuing new stock or selling, exchanging or otherwise transferring 20% or more of the then outstanding common stock of, or partnership shares or equity interest in, Contractor; (3) any dissolution, reorganization, consolidation, merger, re -capitalization, stock issuance or re -issuance, voting trust, pooling agreement, escrow arrangement, liquidation, buy-out or other transaction which results in a change of Ownership or control of Contractor; (4) any assignment by operation of law, including insolvency or bankruptcy, making assignment for the benefit of creditors, writ of attachment of an execution, being levied against Contractor, appointment of a receiver taking possession of any of Contractor's tangible or intangible property (5) any sale or other transfer of 50% or more of the value of assets of Contractor except for sales or transfers to parents, grandparents, siblings, children, and grandchildren of persons having a shareholder, partnership or other equity 85 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 206 of 318 AGENDA ITEM #1O.A. Contract No. PY2019-25 interest in Contractor on the Contract Commencement Date ("Immediate Family") or trust created primarily to benefit members of the Immediate Family; (6) substitution by a surety company providing any performance bond of another Person for Collector to perform Contract Services; and (7) assumption of any of Contractor's rights under this Contract, or (8) assumption by, delegation to or takeover of any Performance Obligations or any other Contractor's duties or responsibilities under this Contract by any Person other than Contractor, whether by Subcontract, unless approved by KIB pursuant to the requirements of this Contract, or any other mechanism. (9) any combination of the forgoing (whether or not in related or contemporaneous transactions), without consideration, which has the effect of any transfer or change of Ownership or control of Contractor. For the purpose of this definition, "control" has the meaning provided in Rule 144 of the Securities Act of 1993 Transition Plan means the Contractor Documentation consisting of the plan submitted by the Contractor pursuant to Section 4, as approved by KIB. Uncontrollable Circumstances) means any of the following events: (1) any natural disaster such as landslide, lightning, earthquake, fire, flood, tsunami, (other than reasonably anticipated weather conditions for the geographic area of KIB, such as wind, rain or snow); (2) sabotage, explosion; (3) insurrection, riot or civil disturbance, war or other emergency affecting KIB declared by the President of the United Sates or Congress of the United States, the State Governor or KIB Governing Body; (4) failure of public agency or private utility to provide and maintain water, power or service in KIB or at Contractor's operations and maintenance yard or administrative offices; (5) other catastrophic events beyond the reasonable control of that Party and not the result of willful or negligent action or inaction of that Party (other than the contesting in good faith or the failure in good faith to contest that action or inaction), which materially and adversely affects the ability of either Party to perform any obligation under this Contract despite that Party's exercise of due diligence. Uncontrollable Circumstances excludes, without limitation: (1) Breach, Default or Contractor's financial inability to satisfy its Performance Obligations; 86 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 207 of 318 AGENDA ITEM #10.A. Contract No. FY2019-25 (2) strikes, work stoppages or other labor disputes or disturbances of any Subcontractor or Contractor's inability to hire adequate numbers of personnel who are competent and skilled in the work to which they are assigned; (3) failure of Contractor to obtain Permits and patents, licenses, or trademarks necessary to perform Contract Services; and (4) the failure of any Contract Service Asset to function under any warranties, unless caused by Uncontrollable Circumstances. Unpermitted Waste means materials that cannot be disposed of in the KIB Landfill under Applicable Law of the State or KIS rules. Unpermitted Waste Screening Protocol is Contractor Documentation cons1stmg of the protocol that Contractor has submitted pursuant to Section 9.03, which has been approved by KIB. Vehicle means any truck used to provide Contract Services. Violation means any noncompliance with Applicable Law as evidenced by written notice, assessment or determination of any Regulatory Authority to Contractor, whether or not a fine or penalty is included, assessed, levied or attached. 8 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 208 of 318 AGENDA ITEM #1O.A. Contract No. FY2019-25 SECTION 24: EXECUTION 24.01 Execution in Counterparts. This Contract may be signed in any number of original counterparts. All counterparts will constitute but one and the same Contract, 24.02 Authority to Execute. a. KIS. KIB warrants that its officers listed below have been duly authorized to execute this Contract on its behalf b. Contractor. Contractor warrants that the individuals listed below have been duly authorized to execute this Contract on behalf of Contractor. KODIAK ISLAND BOROUGH CONTRACTOR Alaska, olitical l;dij?n gy. By: . ,.All �2:z Name: Michael Powers Title: Boroug Manage Dated: / ATTEST: By: {, Name: Tara Welinsky Title: Boro h Clerk Dated: 7 1 Name: 14A ( )( c Title: tJ��t/�� Ui[c �(e) 14 —4 Dated: q3)q 7_kVEDS TO FORM, KIB COUNSEL Name: k b . D✓v d VBG ei'� Title: Borough Attorney 88 Contract No. FY2019-2513, Amendment #2, With Waste Connections of Alaska,... Page 209 of 318 Dated: 23 EXHIBIT A REQUEST FOR PROPOSAL �j AGENDA ITEM #1O.A. Contract No. FY2019-25 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 210 of 318 AGENDA ITEM #10.A. Contract No. FY2019-25 EXHIBIT B LIQUIDATED DAMAGES 1. Liquidated Damages. Pursuant to Section 15.01 of the Exclusive Service Contract for Residential and Commercial Solid Waste Collection and Recycling Services ("Contract") executed by and between the Kodiak Island Borough ("KIB") and ("Contractor"), Contractor shall be liable to KIB for liquidated damages in the amount of $75.00 for any first incident, $100.00 for any second incident within 12 months, and $200.00 for every similar incident thereafter within 12 months, should KIB determine that Contractor has committed certain breaches of its Performance Obligations. KIB's assessment of Liquidated Damages does not preclude KIB from enforcing the KIB Code for corresponding Violations. 2. Breaches for Which Liquidated Damages May Be Assessed. a. f=ailure to provide Contract Services to any Customer, including missed pickups; b. Failure to return emptied Containers to its Set -out site; c. Failure to deliver any collected Solid Waste to a disposal facility approved by KIB; d. Failure to maintain Records, including but not limited to Contractor's failure to record a complaint; e. Failure to timely respond to and resolve a customer complaint; f. f=ailure to deliver, repair, replace or pick up Carts, Dumpsters or Roll -offs; g. Failure to observe Collection schedule; h. Failure to observe Contractor's Office Hours; I. Failure to clean up litter, spills, and leaks; j. Transportation of collected waste and recyclables in uncovered Collection Vehicles; k. Failure to provide KIB with timely access to Records; I. Failure to display its telephone number on Vehicles; m. Failure to return KIB telephone calls; n. Failure to meet with KIB; 90 Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 211 of 318 AGENDA ITEM #10.A. Contract No. FY2019-25 o. Failure to remedy any violation of KIB code within five (5) days of any Notice of Violation; p. Failure to submit Reports, or any other required documentation, to KIB; q. Failure to charge Customers consistent with the Contractor Service Fee Schedule; r. Engaging in discourteous behavior toward Customers; IE Contract No. FY2019-25B, Amendment #2, With Waste Connections of Alaska,... Page 212 of 318 AGENDA ITEM #1O.A. Contract No. FY2019-25 EXHIBIT C CONTRACTOR'S PROPOSAL DOCUMENTS 92 Contract No. FY2019-2513, Amendment #2, With Waste Connections of Alaska,... Page 213 of 318 AGENDA ITEM #11.A. Kodiak Island Borough OFFICE of the MANAGER TO: Kodiak Island Borough Assembly 710 Mill Bay Road Kodiak, Alaska 99615 Phone (907) 486-9301 FROM: Aimee Williams, Borough Manager RE: Manager's Report, October 3, 2024 Manager's Department Housing Steering Committee - Assembly Member Sharratt, Community Development Director Chris French, and I attended the Kodiak Region Housing Steering Committee. Main topics were the Self- help Housing Project through The Rural Alaska Community Action Program (Rural Cap), and the $95,000 grant that was awarded to KEDC for a Housing Action Plan. Municipal Office Building - A failure of the sewage lift pumps located in the crawl space of the building resulted in a very quick study of how the system works and which directions our different restrooms send materials. KIB staff members Codi Allen, Jena Hassinger, Patrica Valerio, and Shane Trout really demonstrated how well they could work together as a team to address this issue. Special thanks to Ted Hansen and City of Kodiak Public Works for assisting us with resolving the issue. Our Project Manager, Codi Allen, came up with a temporary fix that we are hoping will get our facility back to normal as we then come up with a permanent fix. Prince William Sound Regional Citizens' Advisory Council — Met in Kodiak in September. The meeting highlights are attached to the packet. I also attended an Information and Education workshop yesterday where future projects from the committee were discussed before they go to the Long -Term Planning Committee in December. Capital Improvement Project (CIP) List — The Planning & Zoning Commission approved their CIP list, and it is attached to the packet tonight. This information will be used to help form the final Assembly CIP list coming up later this calendar year. (It has not been placed on an agenda yet) Page 214 of 318 AGENDA ITEM #11.A. AML Annual Conference — • Registration is now open for the December 11th —13th conference. • Open board seats include — o Director, District 2 — Kodiak / PWS o Director, Boroughs o NACo Representative Joint Use Agreement — The agreement is on the October 10th work session for Assembly review. Current Recruitments — • General Accountant • Associate Planner Community Development Plan 2045 — The Community Development Department posted another way for people to get involved in the planning process for the new comprehensive plan. A meeting -in -a -box was created to allow community groups to conduct their visioning exercises and provide ideas to the borough on the future vision for the community. The meeting -in -a -box document can be found at htti)s://www.kodiakak.us/759/Plan-2045. Planning and Zoning Commission — The Planning and Zoning Commission will hold a work session on October 9, 2024. The work session will focus on the rewrite of Chapter 17.205 KIBC. This chapter provides the review process for code amendments and rezoning requests. In addition, the Commission will receive training from the American Planning Association on managing planning commission meetings. Parks and Recreation Committee — The Parks and Recreation Committee will meet at 11 AM on October 8, 2024. This meeting will focus on the draft parks and recreation survey. Multi -Jurisdiction Multi -Hazard Mitigation Plan Update - The comment period for the draft document closed on September 30, 2024. The next step in the process is the final document design and final revisions to the document. After completion of the final draft, the report will go to the Borough Assembly for review and approval. Associate Planner Position — The open associate planner position with the Community Development Department has been posted to the borough website and on job listings from AML, the American Planning Association, Western Planner, and other job websites. Page 215 of 318 AGENDA ITEM #11.A. Assessing Field Work — Assessing staff will be doing in-person field inspections in Monashka, Bells Flats, Chiniak, and Pasagshak. Properties seen as of October 1, 2024 - 902 Senior Citizen / Disable Veteran exemptions — Four applicants remain to be determined by the PFD and will be processed when the information becomes available. Village travel dates for SC/DV exemptions: (Flyer attached) • Akhiok, Karluk, & Port Lions - Nov. 18, (Back up Nov. 19) • Old Harbor — Nov. 21 (Back up- Jan. 7) • Ouzinkie — Nov. 22 (Back up- Jan. 8) • Port Lions — Nov. 25 (Back up- Jan. 9) Please call Seema if you want to come along and I will get you the information for Nova to get your travel paperwork. Exemptions — • All exemption applications have been completed by KIB. One applicant participated in a reconsideration on 9/24/24, KIB has until 10/24/2024 to respond. One applicant has received their reconsideration letter and has 30 days to either appeal to the Assembly acting in a Board of Equalization role or take it to Superior Court if they don't agree with the decision. One agricultural deferment exemption was applied for by the May 15 deadline but was returned for an incomplete application. The applicant has not provided requested information to date. Five courtesy letters were mailed to current exemption holders due to Assessing becoming aware of changed use in all or a portion of their properties. All five have been notified to complete the exemption application and deliver to the KIB Assessors office by the January 15, 2025, deadline or risk losing the exemption. Two of the five have responded to our letter and are complying with the reapplication. Tyler Conversion — Assessing continues to run queries for cleanup and is preparing for file transfer. Apex Sketch software is being downloaded onto computers by IT, Assessing and IT will be contacting Apex to see if they can convert our sketches. If they cannot, Assessing will have to redraw all sketches. Page 216 of 318 AGENDA ITEM #11.A. Engineering and Facilities Borough Office Lift Station Issues - This week, the Borough offices experienced a sewer pump outage this week. Staff collaborated to diagnose the issue and called the Kodiak Honeywagon for assistance in setting up porta pots and pumping out the holding tank. After examination of the pumps and the electrical systems, it was determined that the entirety of the system has failed. We extend our gratitude to the City for their assistance in pumping out the manhole located between the KIB maintenance building and the high school. This allowed KIB Staff to confirm that the bathrooms at the front of the building discharge into this system and are operational. KIB and City offices have 67 employees, to maintain OSHA Workplace Compliance, the KIB will maintain the porta pots on site, ensuring there are four units as required for 56-80 employees. Currently Staff is working with the Jensen Yorba Wall and local contractors on a short-term fix to restore the building's water and sewer systems as quickly as possible. Following this, Staff will collaborate on a long-term fix with the architects, which will be a significate project for the building. Borough Building Boiler Installation — Pipe insulation is continuing. Generator has received it long duration load bank initial run. Technician has removed several components of the transfer switch. He is recommending replacement of several parts. Digital Controls will likely not be updated until the second week of October due to the subcontractor's schedule. KIB staff has processed a PO for the licensing renewal and software upgrade to allow for better access and control remotely in the future. • Remaining work has been discussed with the prime contractor including control work, insulation, exterior finish, and final inspection. Women's Bay Playground — KIB Staff has performed the final inspection, and the playground was opened for use on Friday September 27th. It has received a lot of use already! KFRC — • Fall carpet cleaning has been scheduled for the weekend of October 12th with our janitorial contractor. Once that has been completed staff will schedule the fall hard surface flooring cleaning and wax coating to help protect it during the winter foot traffic. • Staff has met with GSA representative to discuss outstanding items. • The apartment sewage lift station installation has been further delayed due to electrical issues. New bases are installed. Staff is manufacturing top fixtures to secure the pipe guides for the insertion and removal of the pumps that will not require confined space entry. Copper plumbing has been identified as damaged due to age. Piping and fittings ordered for replacement. Electrical contractor has Page 217 of 318 AGENDA ITEM #11.A. been contacted for assistance. Lift station is being pumped to ensure sanitation is maintained. • GSA representative has stated the revised contract amount for required water testing will be completed soon. The due date for sampling and receipt of data will be extended to reflect the delay. • Minimal upgrades are required due to fire and safety inspection. Protection of the elevated dock edge, installation of fire extinguisher signs are required. • GSA representative has discussed the requirement to meet to discuss the current lease and utility use. GSA must look at if lease payments are covering the costs of operating the systems that are directly utilized by NOAA. • Additional electrical circuits have been priced for GSA consideration to accommodate additional chillers for NOAA. Project to be funded on the next fiscal year's budget. Landfill — • ADEC Solid Waste Inspection score sheet has not been provided to date. Anticipate a good overall evaluation due to comments made by the regulators during the inspection. • Electric fence maintenance work is continuing. ADF&G has been on-site to help identify issues and solutions to improve the electric fence. They have also offered to provide training in specific bear hazing techniques for staff. • Staff is continuing to investigate the Compliance Order by Consent (COBC) associated with the storm water violations. • Baler building concrete floor contract and schedules are set. Anticipate a late October work time due to mix design testing requirements. Anticipate late October pour to occur during baler shut down. Fly ash mix required by the specification will be placed. Baler Facility has closed on September 25. Staff anticipates the baler to be of service for possibly 8 weeks for a major rebuild. A dumpster has been provided for residential customers that bring waste to the Landfill. Commercial hauler will be loose filling at the current landfill operating face. • Staff is working with the Denali Commission to continue the award process for the Regional Solid Waste Management Planning Grant. The Denali Commission approved the KIB and KANA joint request for up to $500,000. Leachate Treatment Plant — • Staff received a response from ADEC regarding the request to reseed and/or add additional microbes to the system to aid the biological process. Both options are being discussed to determine which would be the most beneficial. • Staff has received and is testing three alternate polymer samples. First sample appears to not improve the flocculant reaction. • Pretreatment Upgrade Project - Awaiting final shipping dates for the new pump / impeller configuration. Minimal work by the contractor has occurred in the past week. No on-site presence has been seen. Page 218 of 318 AGENDA ITEM #11.A. f.r14I-*_i1M North Star Fuel Leak — In the morning on Friday September 27th, the Borough Staff and Manager received notification that there had been a fuel leak at the school. The fumes were spreading into the classrooms and the school was evacuated to the Bayside Fire Station. After the school was evacuated the building was aired out to reduce the fumes. The leak occurred due to failure in the fuel -line assembly, and it was estimated that approximately 10 gallons of fuel was leaked onto the concrete floor in the boiler room. The leak itself was contained to the boiler room and was cleaned up. The KIBSD staff team had plans to take the system offline over the weekend and conduct a fix first thing Monday morning (Sept 30). We would like to thank the Bayside Fire Station and School district staff for the exemplary response time and professional care with this event. Peterson School Roof — • The contractor is waiting for additional metal for the completion of the required flashing and parapet coverings. The Matson ship containing the materials bypassed Kodiak yesterday. The new ETA is Monday October 7th. Louvers and actuators have been installed and the Testing, Adjusting and Balancing (TAB) has been conducted. Three actuators were fixed by our Project Manager — Codi Allen. We would like to thank the School district maintenance staff for providing the necessary parts to complete the repairs timely. Replacement parts will be given to the school district maintenance staff next week. • Final inspection is anticipated on October 14th by Johns Manville inspector. Snow Removal and Ice Control — • Staff has advertised for Snow and Ice Control contract for Bayview and Monashka Bay Service Areas, with an anticipated award at the November 7th Regular Assembly meeting. • Review of the materials provided by Assembly Member Sharratt have concluded. The borough attorney discovered that the code and statutes provided are intended for insurance Bonds, not for contracted service area work. • E&F staff is working on the KIB Facilities Snow and Ice Control contract and that is anticipated to go out for advertisement on October 4th, with anticipated award on November 7th Regular Assembly meeting. Page 219 of 318 PKIMC - AGENDA ITEM #11.A. • Staff is waiting for PKIMC input prior to working on a R&R List for inclusion in the Long -Term Care lease discussion. • Working with Providence to ensure that we are moving forward with regulatory items that have a deadline. • Staff has been contacted to discuss a drainage issue at the Long -Term Care facility specific to the showers in patient rooms. Finance Department Property Taxes — 2024 tax bills are out — if you did not get one, please contact the finance department. For those making a full payment, or missed the August 15th half payment date, the total due must be paid on or before October 15th to avoid additional penalties and interest. For those who made a timely first half payment by August 15th, the final half payment must be paid on or before November 15th to avoid additional penalties and interest. FY2024 Audit — Staff is answering follow-up questions this week. Property Assessment and Taxation Implementation Project — Staff is continuing to meet regularly with Tyler to work on reviewing mapping requirements. As specific data mapping is completed, limited data exports have enabled staff to view data in the test environment. Current mapping results are focused on assessing data. Staff is continuing to work on data cleanup and verification. Go -live date is expected to be June 25, 2025. Staffing — We are still looking to fill the open general accountant position. Information Technology Security - 1. Security Audit — a. Project timeline: i. Client Assistance Responses Due — Friday, September 27th - Completed. ii. Fieldwork - Offsite — Monday, October 7 — Friday, November 8th 1. Securance Consulting is shipping us equipment for our Audit. iii. Draft Management Report — Friday, November 15th iv. Remediation Roadmap — TBD Page 220 of 318 AGENDA ITEM #11.A. 2. IT is implementing two factor authentication in our Microsoft 365 environment, starting with management, then department by department. a. 83% of our total users have been completed. b. Staff created a custom Office two factor authentication login banner for our organization. (KIB salmon banner) c. IT has completed a review of our licensed Darktrace security products and are in the process of standing down their Email Protect and are replacing it with the Darktrace RESPOND. Darktrace RESPOND is a cyber defense product that can automatically stop cyber -attacks in progress. No ETA on completion yet. Hardware - 1. Assembly laptops are available for pickup. Need to meet with them individually to migrate files and settings. Three laptops remaining to be deployed. (LeDoux, Griffin, and newly elected member) 2. Working with E&F at the LTP to upgrade their Rockwell Automation SCADA monitoring pc equipment. Software — 1. Laserfiche software upgrade a. Testing Sandbox has been completed. 2. Laserfiche a. IT is also working with the Deputy Clerk: L Date formats and data field updates. ii. Record schedule updates for all departments. iii. Workflow creation and updating existing workflows. iv. Training of KIB staff on using Laserfiche. GIS - 1. Travis has taken over the Parks & Recs 123 Survey from Joe Grochmal. Draft due by October 8. 2. Migrated Joe Grochmal ArcGIS software work and profile to Chris French 3. Corrected Ouzinkie addresses. Bayside Fire Department Personnel Activity / Professional Development / Training BFD specified Turnout Gear manufactured by Fire Dex has begun to arrive and be issued to members. The Fire Dex TEC GEN 71 PPE is the only Firefighting Ensemble on the market to be delivered PFAS / PFOA free, and without an upcharge, and is designed to be lighter and more ergonomic than previously purchased PPE at the BFD. Most of the current PPE is approaching the end of its usable life (2026/2027) and is laden with PFAS / PFOA along with have a very generic specification. The Fire Dex PPE is also equipped with an integrated firefighter self -rescue system or "bailout kit" and has additional specific features to allow your firefighters to do their job safely with Page 221 of 318 AGENDA ITEM #11.A. the least impact to long term health. Two sets have already proven their worth in structure fires attended by the BFD and members have had nothing but solidly positive reviews for its performance. The BFD's strategic plan calls for a yearly purchase of 5 sets of PPE to achieve a force status of all firefighters being issued in date size specific PPE and in date size specific spare PPE by 2028. This will consider new hires and those members separating service. The presence of PFAS and PFOA in firefighting PPE has been directly linked to the high rate of occupational cancer in firefighters and significant reproductive issues for female firefighters. This step is an important part of the BFD's holistic wellness program and general health and safety culture being prioritized at the BFD. Campus Upgrades and Maintenance — We ask the public to be patient as the Drill grounds continue to undergo renovations and alterations to support the robust training mission of the Fire Departments and allied Public Safety Agencies on Island. We remind the public that the vehicles on site are property of the Fire Department and used for training, they are not for parts recovery, nor are pallets to be taken from the grounds as they too are property of the FD for training use. From time to time the gates to the drill grounds, which includes access to the dumpsters may be closed for live fire training and maintenance activities. Such closures will be brief and not be routine. "Stuff to Just Make You Happy" — The BFD is happy to welcome back Firefighter Sam Ryan from leave and are excited to have him jump right back in with both feet! Welcome home Firefighter Ryan! The BFD is celebrating a year of the successful "Wednesday" support staff program! Our two members Eric M and Aharon D have been an integral part of our operations, helping with everything from apparatus care, station janitorial work, and Fire Hydrant Maintenance! We look forward to many years of great things with this partnership. We also are rooting for both Eric and Aharon as they work hard to quality for State Finals with Special Olympic Bowling! Go TEAM KODIAK Q Reminders for Budget Discussions for FY26 1. Non-profit use of opioid settlement funds 2. Accommodations tax — Breakdown / Amount in Fund / Regulations about using those funds Page 222 of 318 Highlights from the September 2024 Board of Directors meeting The Prince William Sound Regional Citizens' Advisory Council held a meeting on September 19-20, 2024. The following is a synopsis of actions and discussions that took place at that two-day meeting. This report is not all inclusive. AGENDA ITEM #11.A. " (,t*1LUA,1WSO, Q�`.ate. „1+a REGIONAL CITIZENS' ADVISORY COUNCIL Activity report from Alyeska Pipeline Service Company Andres Morales, Alyeska's Emergency Preparedness and Response Director, and Klint VanWingerden, Director of Operations for the Valdez Marine Terminal (VMT), presented an update on recent activities at the VMT and Alyeska's Ship Escort Response Vessel System (SERVS) operations. Highlights include: • Morales and VanWingerden summarized activities such as barge upgrades and maintenance including coating repairs on berths, tanks, and crude oil piping over the past few months. • VanWingerden updated the Board on issues related to Alyeska's efforts to address concerns identified in the Council's report "Assessment of Risks and Safety Culture at Alyeska's Valdez Marine Terminal" by Billie Pirner Garde. Highlights include: Alyeska has reviewed the processes that were found to be problematic from the Garde report and developed a management action plan. Alyeska's management has prioritized completing the backlog of repairs and maintenance identified in the Garde report. Alyeska is working to improve their employee concerns program to ensure employees can safely raise concerns. Improvements to the employee training program are ongoing. • VanWingerden updated the Board on a project to replace the fire -fighting foam system on Berth 5, that is used by the VMT's fire department. The current foam contains per- and polyfluoroalkyl substances (PFAS). PFAS is a group of synthetic chemicals used in many products. PFAS is suspected to cause negative health effects in humans and the environment. Alyeska has identified a replacement product and plans to release more details in the future. • VanWingerden provided an update on a recently approved project to replace the incinerators at the power vapor facility at the VMT. Review of regulatory oversight at the VMT by Government Accountability Office The Board heard an update on a Government Accountability Office (GAO) review of the safety oversight of the Trans Alaska Pipeline System, including the Valdez Marine Terminal. The GAO reviews federal programs on behalf of Congress and provides fact -based, nonpartisan information to lawmakers and federal agencies that can be used to improve government. This review was one of the recommendations in the Council report "Assessment of Risks and Safety Culture at Alyeska's Valdez Marine Terminal" by Billie Pirner Garde. Highlights from September 2024 meeting of the PWSRCAC Board of Directors Page 223 of 318 AGENDA ITEM #11.A. The GAO recently interviewed Council staff and volunteers about their concerns with the adequacy of the present regulatory oversight of VMT operations by federal and state agencies. The Council has been cooperating with the GAO and providing information as requested. A final report from the GAO is expected in early 2025. New oil field under development Walt Hufford and Jim Wade of Repsol presented information to the Board about a new oil field under development on Alaska's North Slope. The field, known as the Pikka Unit, is being developed by Repsol, a Spanish company, and their partner Santos, an Australian company. The two companies are submitting spill contingency plans to the Alaska Department of Environmental Conservation (ADEC). If the review schedule proceeds as expected, they anticipate being ready to ship oil in 2026. Details available in their presentation: wacw,dnYur.LcomLRwsol- ►�. 5RCAC (PDF 1.0 MB) Report accepted: Marine Bird Hotspots in Prince William Sound The Council accepted a report titled "Marine Bird Hotspots in Prince William Sound" by Mary Anne Bishop, Ph.D., and Anne Schaefer of the Prince William Sound Science Center. Bishop and Schaefer combined 14 years of data from at -sea marine bird surveys, collected during March 2007-2014 and 2018-2023, to identify areas of Prince William Sound where marine birds tend to gather. They identified 12 marine bird species groups and created a series of hot spot maps showing the high - use areas in Prince William Sound. Primary areas identified for prioritized protection were Hinchinbrook Entrance, the head of Port Valdez, the Knowles Head anchorage area, and the Southwest Passages. This information will be useful to help identify areas that may need extra protection in case of an oil spill. Read the final report on our website: www my r_I.comIPWS-Bird-Hotspots Report accepted: Port Valdez Weather Buoy Data Analysis The Council accepted a report by Dr. Robert Campbell on his analysis of data from two weather buoys that are sponsored by the Council. The two buoys, one near the VMT and another near the Valdez Duck Flats, have been collecting data such as sea currents, wind direction and speed, wave direction and height, and other weather-related information for the past 5 years. Dr. Campbell analyzed the data to determine weather trends throughout the year and seasonally at these two locations. This information will help support environmental monitoring, oil spill contingency and response planning, trajectory modeling, and the safe transportation of oil in Port Valdez. Read the final report on our website: www.t'nyuri.com/Port-Valdez-Buoy-Data Highlights from September 2024 meeting of the PWSRCAC Board of Directors Page 224 of 318 AGENDA ITEM #11.A. Report accepted: Non -Indigenous Marine Species The Council accepted a report titled "Regional Evaluation of Non -indigenous Marine Species in Prince William Sound" by Dr. Gregory Ruiz at the Smithsonian Environmental Research Center. The report describes a survey conducted in 2023, looking for non -indigenous species (NIS) in the waters of Prince William Sound. Three introduced species of concern were detected in this study. Two of the three have not been detected in Prince William Sound in previous studies. This brings the total number of benthic marine invertebrate NIS in the Sound to seven. NIS can be introduced from ballast water or on hulls of tankers visiting the Valdez Marine Terminal. The risk is considered high. The Council has supported monitoring and detection projects for decades. Read the final report on our website: v w.tiny ur1.c m/NIS-Survey5-202 Project update: Review of Secondary Containment Liner Testing Sadie Blancaflor, the Council's terminal operations project manager, and contracted expert Dr. Joe Scalia, Associate Professor of Civil and Environmental Engineering at Colorado State University, reported on the recent pilot test of non-destructive methods to determine the integrity of the secondary containment liner that surrounds the crude oil storage tanks at the VMT. The liner is underneath several feet of gravel, and therefore difficult to inspect. Removing the gravel could damage the liner. Alyeska and the Council have both been working to identify a method of testing that could locate damage in the liner without excavation. Two types of non-destructive test methods were trialed by Alyeska recently. Both types used electric currents and sensors to locate possible defects in the liner. Council staff and Dr. Scalia observed the testing. Final results have not yet been received from Alyeska. Project update: Tanker Contingency Plan Amendment Linda Swiss, the Council's contingency planning project manager, briefed the Board on a major amendment to the Prince William Sound Tanker Oil Discharge Prevention and Contingency Plan and the individual response plans for each of the companies who ship oil from Prince William Sound. The amendment, approved by the Alaska Department of Environmental Conservation (ADEC) in June 2024, addressed regulatory changes that became effective in February 2023. Among other issues, Swiss highlighted the following: An older response barge, the Mineral Creek, was replaced by a new lightering barge, the OSRB-5. In previous versions, the regional citizens' advisory councils (RCACs) in Prince William Sound and Cook Inlet were listed as reviewers of the plans, as required by state regulations. During an update to regulations in 2023, the ADEC removed the RCACs as named plan reviewers. Swiss summarized some of the consequences that resulted. A reduction in the number of drills and exercises required per year. The Tanker C -Plan outlines activities that are required to prevent a spill from occurring and to clean up oil in the event of a spill. Highlights from September 2024 meeting of the PWSRCAC Board of Directors Page 225 of 318 Page 3 AGENDA ITEM #11.A. Project update: Miscommunication in Maritime Contexts The Board heard an update on ongoing research conducted by Dr. Nicole Ziegler into miscommunications between mariners on board vessels at sea. Mariners working on large vessels such as oil tankers hail from around the world. Currently, mariners learn a simplified version of English, referred to as "Maritime English," that is intended to streamline communications between mariners who speak different languages. Dr. Ziegler has been studying how communication still breaks down even when Maritime English is in use, and this breakdown continues to be a causal factor in many marine casualty incidents. She has found that language is not the only source of misunderstandings. Politeness, ambiguity, hierarchies, and cultural misunderstandings are some of the issues that Dr. Ziegler has identified. A PDF of Dr. Ziegler's presentation available on our website: w-ww.tinyurl.com/MiscommuniC&t[Q-ns-M rltime (PDF 2.0 MB) A video recording of the presentation is posted on our YouTube channel: www.tinyurl.com/Zoegler-Video Project updates Updates on all current projects: (PDF (PDF 0.7 MB) Questions? More information? Contact us: Any questions or requests for further information can be directed to: Amanda Johnson: amanda.*ohnsonPpwsrcac.org or Jennifer Fleming: fleming(@pwsrcac.org Board meetings are routinely recorded. Excerpts of the audio and/or video of agenda items can be made available upon request. Highlights from September 2024 meeting of the PWSRCAC Board of Directors Page 226 of 318 W.I.- Page z 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 AGENDA ITEM #11.A. Introduced by: Bronwyn Currie Requested by: P&Z Commission Drafted by: Bronwyn Currie Introduced on: 7/10/2024 Adopted on: 9/18/2024 KODIAK ISLAND BOROUGH RESOLUTION NO. FY2025-01 A RESOLUTION OF THE KODIAK ISLAND BOROUGH PLANNING AND ZONING COMMISSION RECOMMENDING A CAPITAL IMPROVEMENT PROJECTS PRIORITY LIST FOR FY 2025-29 WHEREAS, the Kodiak Island Borough represents approximately 12,721 residents of the Kodiak Island Archipelago living in six incorporated cities and one community governed by a tribal council government per the Alaska Department of Labor and Work Force Developmnet; and WHEREAS, a Borough -wide capital improvement program is adopted annually by the Kodiak Island Borough Assembly with recommendations from the Planning & Zoning Commission. This list identifies the major needs of the island community for the next five years; and WHEREAS, THE Kodiak island Borough identifies priority projects to be submitted to the Alaska State legislative delegation and the Federal legislative delegation when applying for grants; NOW, THEREFORE, BE IT RESOLVED BY THE PLANNING AND ZONING COMMISSION OF THE KODIAK ISLAND BOROUGH THAT: Section 1: The Kodiak Island Borough Planning and Zoning Commission recommends the following capital improvement projects, in order of priority, for adoption into the Kodiak Island Borough FY 2025-2029 CIP list of Capital Projects: 1. Kodiak Wastewater Treatment Plant Facility Estimated Project Cost $1,900,000 Funding Acquired $100,000 Needed Funds $1,800,000 The City of Kodiak provides water and sewer services to Kodiak Island Borough residences and business that are located adjacent to City of Kodiak boundaries. The City of Kodiak Treatment Plant operates under an Alaskan Department of Environmental Conservation (ADEC) APDES permits. The first phase of a larger project to upgrade the City of Kodiak Wastewater Treatment Plant was to evaluate the facility for immediate system's needs. The last major maintenance upgrades to the facility was in 1999. The condition and evaluation assessment included all major components within the plant interior and exterior, the outbuildings and three aeration basins; including all mechanical equipment needs. Alaska Pollutant Discharge Elimination System (APDES) permitting requirements were included during this assessment. Included in the facility rebuild assessment is the supervisory control and data acquisition (SCADA) system to interface Kodiak Island Borough, Alaska Resolution No. FY2025-01 Page 1 of 6 Page 227 of 318 AGENDA ITEM #11.A. so with the 34 sewer lift station pumps and waste treatment at the facility. This facility with its 51 labyrinth of connecting sewer lines, directly serves 2667 City of Kodiak and Kodiak 52 Borough households including commercial businesses. The Treatment Plant also serves 53 the U.S. Kodiak Coast Guard Base and the Pacific Spaceport Complex indirectly with our 54 certified laboratory testing and waste disposal; not to mention NOAA vessels, the Alaska 55 Marine Highway vessels and the expanding cruise ship industry stopovers in our Kodiak 56 Harbors. 57 The Kodiak Island Borough supports the City of Kodiak request for Federal funding in the 58 amount of $1.9M to begin design efforts leading to the construction of this critical 59 infrastructure Wastewater Treatment Plant project that will support the wastewater needs 60 of the Community for the next twenty years. 61 2. St. Herman Harbor Infrastructure Replacement 62 Estimated Project Cost: 63 a Phase I & II $16,000,000 64 • Phase III & IV $40,000,000 65 a Funding Acquired $1,800,000 66 a Needed State Funds $5,000,000 67 The City of Kodiak is the owner of the two largest harbors in the Kodiak Island Borough, 68 one of those harbors, St. Herman Harbor (SHH), was built by the State of Alaska in 1982 69 and has been a vital facility for Kodiak's large and diverse commercial fishing fleet for over 70 40 years. The State of Alaska turned over all state-owned facilities in St. Harman Harbor to 71 the City of Kodiak in 1999. The facility provides safe moorage for more than 400 vessels 72 from all over Alaska and the West Coast. Except for a few minor upgrades over the years, 73 the original float system is beyond its useful life and is in critical need of replacement. The 74 proposed project would result in the reconstruction of St. Harman Harbor with the 75 replacement of most of its float system in four phases. Currently, the harbor has been 76 losing one dock per year due to aging and the saltwater elements. A dock loss results in 2 77 vessel berths along with the revenue generated for the harbor. This rate of failure is likely 78 to increase in future years as the existing docks further deteriorate. The latest inspection 79 report shows many portions of the facility are in very poor condition. The forty -year-old float 80 systems suffer from failing concrete, rotting walers and bull rails, and an outdated electrical 81 system. These floats contain electrical pedestals, fire suppression water lines, safety 82 ladders and supply water. 83 In 2022, the City contracted with PND Engineers, Inc. (PND) to prepare a St. Harmon 84 Harbor Planning and Scoping Report that includes concept harbor layouts, cost estimates 85 and construction phasing recommendations. The Kodiak Island Borough supports the City 86 of Kodiak request of $16 million to complete the first two phases. Phases III & IV estimated 87 project development cost is approximately $40,000,000. 88 Modernizing and expanding the port infrastructure is critical to remaining competitive in 89 maintaining our status as an important commercial fishing community. Waterfront facilities 90 and marine infrastructure are a critical element to the City of Kodiak and the State of 91 Alaska, supporting a large portion of the City's commerce, industry, transportation, and 92 recreational needs. 93 94 3. Service Area No. 1 Road Improvements and Paving 95 Estimated Project Cost $6,000,000 96 Local Funds $1,200,000 97 Needed Funds $4,800,000 98 This project addresses the on-going need to improve portions of the roads in the Kodiak 99 Island Borough's Road services areas: Service Area No. 1, Service Area, Bay View Road 100 Service Area, and Monashka Bay Road Service Area. These roads connect residential 101 neighborhoods with the greater Kodiak Community. Kodiak Island Borough, Alaska Resolution No. FY2025-01 Page 2 of 6 Page 228 of 318 AGENDA ITEM #11.A. 102 Paving projects will address main thoroughfares or busy neighborhood roads. 103 Improvements to major drainage courses, installation of guard rails, and other identified 104 road improvement needs may also be addressed with this funding. 105 Priorities for expenditure of these funds are determined by the road service area boards. 106 Local contributions to road improvements may be funded through local improvement 107 districts where those in the district are taxed a proportion of the project cost. 108 109 4. Hospital Facility Sterilizer and Boiler Replacement 110 Estimated Project Cost: $10,000,000 111 • Funding Acquired $0.00 112 • Needed Funds $10,000,000 113 The Kodiak Island Borough owned hospital facility boilers and associated system 114 components are aging along with the facility. The system components that been identified 115 for major repair or replacement include the oil -fired boilers, chiller unit, reverse osmosis 116 water system, steam generation equipment and sterilization equipment are in 117 consideration. The oil -fired boilers provide the major hydronic heating component for 118 several associated systems at the hospital facility. They include the production of facility 119 heat, hot water and the hot water component for conversion to steam via a steam 120 generator that is distributed to the sterilizers required for the hospital operations. The 121 sterilizer equipment has been maintained at an operational level. Due to the age of the 122 existing equipment, increased frequent failures associated with the steam generator and 123 sterilization equipment has affected the operational capacity of the hospital to the point 124 where operating room availability Is managed at times with the functional capacity of the facility to 125 ensure property sterilized equipment. All of the system components need to be evaluated for 126 replacement timeframes as and of the individual component failures may lead to services being 127 suspended at the hospital facility. 128 129 6. City of Larsen Bay Reservoir Spill Way 130 Estimated Project Cost $1,200,000 131 Funding Acquired $0.00 132 Needed Funds $1,200,000 133 The water reservoir spill way in the community of Larsen Bay is eroding and is nearing 134 failure. This reservoir provides drinking water and hydroelectric power to the residents in 135 the second-class city on Kodiak Island's west side. The Kodiak Island Borough supports 136 the second-class City of Larsen Bay's request for funding assistance. 137 138 6. City of Port Lions Fire Station Insulation 139 Estimated Project Cost $35,000 140 Funding Acquired $0.00 141 Needed Funds $35,000 142 The fire station in the second-class City of Port Lions is not insulated which necessitates 143 that the fire truck be left empty of water during the winter months when temperatures drop 144 below freezing and limits the time and ability to response to a fire related emergency. The 145 City of Port Lions requests funds for purchase and installation of building insulation 146 materials. 147 148 7. Kodiak Island Borough Fire & Rescue: Phase 1 Design & Engineering RE: Fire 149 Station Renovation & Expansion FY26 150 Estimated Project Cost $312,000.00 151 The proposed project shall include the following in Phase 1. Full design and engineer 152 workup to include shovel ready plan set and accompanying specification documents. The 153 scope of the project may include renovation of certain existing areas of the original 1983 154 fire station building and training facility addition. The scope may further include expanding 155 the footprint and square footage of the original 1983 fire station building to include 156 additional space capable of sustaining the current response and service delivery model in Kodiak Island Borough, Alaska Resolution No. FY2025-01 Page 3of6 Page 229 of 318 AGENDA ITEM #11.A. 157 keeping with an established 30 year strategic/fiscal plan. The expansion shall include 158 additional square footage to the rear of the existing kitchen, lavatory, & mechanical space 159 and second floor living space. The expansion may include space designed to support 160 additional/upgraded lavatories & shower facilities along with sleeping accommodations for 161 volunteer duty officers/firefighters & additional living and storage space to the second floor. 162 Necessary code compliance work to the existing structure shall be included in this project 163 scope. 164 165 8. Kodiak Community Health Center Expansion 166 Estimated Total Project Cost $25.850,000 167 Funding Acquired $8,317,901 168 Estimated Design Cost $1,200,000 169 Needed Funds $1,200,000 170 The Kodiak Community Health Center (KCHC) is currently housed within the Kodiak Island 171 Borough owned hospital facility and co -located with Providence Kodiak Island Medical 172 Center. KCHC is in need of increasing the clinic space and is planning an expansion 173 project. Due to various changes in the community in the past five years, patient and 174 provider counts have increased and pushed this organization to the maximum of their 175 space limitations. Additionally, an increased in-patient population is expected to coincide 176 with a local US Coast Guard base increase in employees and their families in the next few 177 years. 178 With appropriate funding KCHC proposes to expand and improve the clinic space and 179 continue to provide needed services in the Kodiak Community. KCHC has acquired 180 funding in the amount of $8.3 million toward this project, however design activities are not 181 eligible within this funding. KCHC is seeking design funds in order to move forward with the 182 project and will continue fund raising efforts for the balance needed. 183 184 9. City of Old Harbor Septic Tank Replacement 185 Estimated Project Cost $100,000 186 Funding Acquired $0.00 187 Needed Funds $100,000 188 The Kodiak Island Borough supports the City of Old Harbor's request for funding to install a 189 sewer septic tank in downtown Old Harbor which is a second-class city within the Kodiak 190 Island Borough. 191 192 10. Community of Karluk Water Tank Installation 193 Estimated Project Cost $250,000 194 Local Funds $0.00 195 Needed Funds $250,000 196 The water holding tank in the community of Karluk has been condemned by the DEC. The 197 Karluk IRA Tribal Council has a new water tank sitting in the Native Village of Karluk. The 198 Kodiak Island Borough supports this request for funds to install the water tank for the water 199 distribution to this community that lies within the Kodiak Island Borough. 200 201 11. City of Larsen Bay: Equipment Repairs and Maintenance 202 Estimated Project Cost $157,000.00 203 The City of Larsen Bay's existing equipment are all needing major parts and pieces 204 maintained and/or replaced. The City currently has a 1996 Caterpillar 12G Grader, a 2001 205 Caterpillar 416 backhoe -loader 4WD, and a 2001 Caterpillar D-4 Dozer. These pieces of 206 equipment are vital to the Community for water lines, power lines, road repairs, and 207 maintenance, and is needed to keep our city going. 208 209 12. Women's Bay Service District: South Russian Creek Road Repaving FY26 210 Estimated Project Cost $1,842,301.30 211 The roadway was originally paved circa 1985 using mostly federal financing under the Kodiak Island Borough, Alaska Resolution No. FY2025-01 Page 4 of 6 Page 230 of 318 AGENDA ITEM #11.A. 212 Intermodal Service Transportation Efficiency Act. Since that time the roadway has been 213 maintained by the Womens Bay Service District with taxes collected from the residents for 214 that purpose. The Service District mill rate is currently 2.5 mils which is the highest of all 215 service districts. The current budget has barely been sufficient to keep roads cleared of 216 snow and ice and also maintain the 12 miles of road in the district. Over the years the 217 maintenance for the South Russian Creek Road paved area has increased as the asphalt 218 has deteriorated and at this time maintenance attempts are becoming futile and 219 exponentially more expensive. The estimate from Brechans Construction, LLC to repave 220 the Roadway is $1,842,301.30 (see attached estimate). If the road is repaved, it would 221 reduce the overall maintenance costs and allow the service district to re -allocate money to 222 other needed projects. 223 224 13. City of Port Lions Water Distribution System Replacement 225 Estimated Project Cost $8,000,000 226 Funding Acquired $0.00 227 Needed Funds $8,000,000 228 The original water and sewer distribution system for our community was built after the 1964 229 Good Friday earthquake and tsunami forced the displaced residents of Afognak to relocate 230 in what is now known as Port Lions. In 1964 a new system was installed. However, the 231 contractor did not complete the job correctly. Many homes were not connected to the new 232 system and many homes were connected incorrectly. The now connected system is 233 considered aged out because it is over twenty-five (25) years old. The City of Port Lions 234 Public Works crew constantly has a list of leaks and blockages to repair. In some places 235 the system is beyond repair. We are consistently over budget for our water and sewer 236 utility due to the unexpected expense of purchasing parts and paying our crew to repair 237 and replace section of the distribution system. The outdated system drastically hinders 238 community expansion efforts. The City of Port Lions are working closely with the Alaska 239 Native Tribal Health Consortium (ANTHC) for replacement project to be included in their 240 funding pipeline as soon as possible. 241 242 14. City of Larsen Bay: Water Distribution Lines 243 Estimated Project Cost $7,000,000.00 244 The City of Larsen Bay has a problem of leaks in the distribution system. We have a loss of 245 40,000 gallons of water every 24 hours, 7 days a week. We have fixed all the leaks we 246 could find. In the summer we have a hard time keeping up with the water usage. 247 248 15. City of Larsen Bay: Upgrade City Hall 249 Estimated Project Cost $700,000 250 The City Hall building houses the Senior Center, Teen Center, Library, City Market, and 251 City offices. The building was originally built in 1985 and need numerous repairs. The 252 kitchen in the Senior Center is outdated, and cabinets are falling off. The entire building 253 needs to be rewired, replace light switches, outlets, flooring, windows, and doors. The roof 254 needs repairs and is unstable due to water damage. The inside and outside needs to be 255 completely repainted. The restrooms need to be updated and redesigned. All new 256 plumbing needs to be installed. 2S7 258 16. Native Village of Karluk: Karluk Community Food Security Project FY26 259 Estimated Project Cost $139,444.00 260 The community of Karluk is requesting to construct two community greenhouses on land 261 owned by the tribe (map attached). The project is clear and significant priority for Karluk as 262 food is limited. Global warming is changing the ocean environment and impacting 263 subsistence. Food is flown to the community by small plane that are often delayed by 264 weather and the cost is prohibitively high and the food is mostly shelf stable, meaning 265 highly processed and not the appropriate food for our tribe. Karluk does not have gasoline 266 for sale so the cost of subsistence has become prohibitively high and harvesting Kodiak Island Borough, Alaska Resolution No. FY2025-01 Page 5 of 6 Page 231 of 318 AGENDA ITEM #11.A. 267 subsistence fish and game by ATV or boat is nearly impossible. The Covid-19 pandemic 268 emphasized the importance of food sovereignty for our remote community. During the 269 pandemic, supply chains were interrupted and the price for many goods increased greatly. 270 As remote as we are with high costs already, interruptions to supply chains and increased 271 prices were nearly impossible for our village to handle. Because of this, we have renewed 272 our efforts to grow fresh vegetables and fruits as we work to provide consistent and 273 traditional food for our village. The proposed project is to purchase and construct two 274 community greenhouses on land owned by the trib. The proposed site is Karluk 275 Subdivision Tract C, Plat Number 78-16. The tribe will be responsible for the upkeep and 276 maintenance of the greenhouses. The greenhouses will be constructed with guidance from 277 the Alaska Energy Authority Biomass -Heated Greenhouses: A Handbook for Alaskan 278 Schools and Community Organizations and the University of Alaska Fairbanks Master 279 Gardener program; a Master Gardener assisted Karluk with the development of this 280 proposal. The two greenhouses will be 25' x 48' x 12.5', made with heavy-duty galvanized 281 steel frame and 10 mm double-wall polycarbonate panels, 2 doors and 2double-door gates 282 (one on each end), and an arched design allows wind, snow and hail to slide off. The 283 greenhouse will support a snow load of 480 kg/m (98 psf) and is wind -resistant up to 24m/s 284 for high stability. The greenhouse is an expandable design. The greenhouses will use a 285 biomass boiler to heat the interior of the greenhouse each spring when we begin planting. 286 The project will also include the purchase of shelving and supplies including soil, fertilizer, 287 water equipment, pots and stakes. The cost of freight to Karluk from Wasilla and the cost 288 to assemble the greenhouse is also included in the cost estimate. Greenhouses are prices 289 $29,500 each and the boilers are priced at $8432 each. Shelving and supplies is estimated 290 at $3,000. The total cost of materials is $78,864. Freight is estimated at 50% ($39,432) and 291 a contingency is included of 15% to offset any increase in cost ($11,830). 292 Total material cost is estimated at $130,126. The cost of assembling the greenhouse is 293 estimated at 80 hours for three laborers at $35 per hour ($8,400) plus fringe at 10.93% 294 ($918). The total project cost is $139,444. A resolution, a map outlining the location of the 295 site, and quotes are attached. The greenhouse will provide access to fresh healthy food 296 which is at this time either unavailable or prohibitively expensive and will improve the 297 quality of life for all the residents of Karluk. 298 299 300 ADOPTED BY THE PLANNING AND ZONING COMMISSION OF THE KODIAK ISLAND 301 BOROUGH 302 THE 18TH DAY OF SEPTEMBER 2024 303 KODIAK ISLAND BOROUGH 304 305 306 307 ATTEST: Christopher Paulson, Chair 308 - 309 310 311 Bronwyn Currie, Permit Technician Kodiak Island Borough, Alaska Resolution No. FY2025-01 Page 6 of 6 Page 232 of 318 AGENDA ITEM #13.A. KODIAK ISLAND BOROUGH STAFF REPORT OCTOBER 3, 2024 4 ' �s ASSEMBLY REGULAR MEETING SUBJECT: Reconsideration Of Ordinance No. FY2025-05, An Ordinance Of The Assembly Of The Kodiak Island Borough Rezoning Kodiak Townsite Block 8 Lot 3, Kodiak Townsite Block 8 Lot 4, And Kodiak Townsite Block 8 Lot 3a (Common Addresses 211 Mill Bay Road, 215 Mill Bay Road, And 206 Kashevaroff Avenue) From R3—Multifamily Residential District To B—Business District ORIGINATOR: Scott Smiley, Assembly Member RECOMMENDATION: Move to reconsider the vote taken on Ordinance No. FY2025-05, An Ordinance Of The Assembly Of The Kodiak Island Borough Rezoning Kodiak Townsite Block 8 Lot 3, Kodiak Townsite Block 8 Lot 4, And Kodiak Townsite Block 8 Lot 3a (Common Addresses 211 Mill Bay Road, 215 Mill Bay Road, And 206 Kashevaroff Avenue) From R3—Multifamily Residential District To B—Business District. Assembly member Smiley should make the motion to reconsider. Once the motion is seconded, discussion should be focused on the reason to reconsider the vote. As the maker of the motion, Assembly member Smiley should speak first. If the motion to reconsider passes with a majority vote, the original motion will be before you as if the original vote had not taken place. If the motion to reconsider fails, the original vote stands. Only one motion to reconsider shall be entertained on any specific vote even if the Assembly overturns the original action. If a motion to reconsider fails, a second motion to reconsider the same action shall not be in order. DISCUSSION: On September 20, 2024, Assembly Member Smiley seconded by Assembly Member LeDoux filed a motion to reconsider the vote taken on Ordinance No. FY2025-05, An Ordinance Of The Assembly Of The Kodiak Island Borough Rezoning Kodiak Townsite Block 8 Lot 3, Kodiak Townsite Block 8 Lot 4, And Kodiak Townsite Block 8 Lot 3a (Common Addresses 211 Mill Bay Road, 215 Mill Bay Road, And 206 Kashevaroff Avenue) From R3—Multifamily Residential District To B—Business District, an item under "Public Hearing" during the September 19, 2024 regular meeting. ALTERNATIVES: FISCAL IMPACT: OTHER INFORMATION: This ordinance was submitted to the Assembly on August 15, 2024. At that time, it did not Kodiak Island Borough Reconsideration Of Ordinance No. FY2025-05, An Ordinance Of The Assembly... Page 233 of 318 AGENDA ITEM #13.A. KODIAK ISLAND BOROUGH STAFF REPORT OCTOBER 3, 2024 ASSEMBLY REGULAR MEETING progress to a public hearing and was moved under Ordinance for Introduction by Mayor Arndt on the agenda for the September 5 regular meeting. KIBC 2.30.070 Ordinances L. The same motion that receives the same outcome two meetings in a row shall not be revisited for six months unless the members by a majority vote agree to do so. KIBC 2.30.070 Ordinances (M)(1) The assembly member voted with the prevailing side on the question to be reconsidered. If an ordinance, resolution, or other action which is the subject of a motion to reconsider was not adopted on initial consideration because it did not receive the required number of "yes" votes, then those assembly members voting "no" shall constitute the prevailing side regardless of the relative number of "yes" and "no" votes cast on the question. An assembly member who changes his vote in accordance with these rules shall be a member of the side on which his vote is finally recorded by the clerk. KIBC 2.30.070 Ordinances (M)(3) Two assembly members file with the clerk, not later than 5 p.m. on the first borough business day following the day on which the vote was taken, a notice of intent to reconsider and then makes the motion to reconsider at the next regular assembly meeting. The assembly member can file by telephone; provided, that the notice of intent to reconsider is signed before the motion is considered. Such a motion for reconsideration requires a majority vote to carry. Kodiak Island Borough Reconsideration Of Ordinance No. FY2025-05, An Ordinance Of The Assembly... Page 234 of 318 AGENDA ITEM #13.A. NOTICE OF INTENT TO RECONSIDER Item to Reconsider Ordinance No. FY2025-05, An Ordinance Of The Assembly Of The Kodiak Island Borough Rezoning Kodiak Townsite Block 8 Lot 3, Kodiak Townsite Block 8 Lot 4, And Kodiak Townsite Block 8 Lot 3a (Common Addresses 211 Mill Bay Road, 215 Mill Bay Road, And 206 Kashevaroff Avenue) From R3 - Multifamily Residential District To B -Business District. KIBC 2.30.070 (M)(3) Two assembly members file with the clerk, not later than 5 p.m. on the first borough business day following the day on which the vote was taken, a notice of intent to reconsider and then makes the motion to reconsider at the next regular assembly meeting. The assembly member can file by telephone; provided, that the notice of intent to reconsider is signed before the motion is considered. Such a motion for reconsideration requires a majority vote to carry. ? LTime /` 6V or Date filed: filed: I, �G 717- -�f , having voted on I �ct - � v ,*oecond the (Printed Name) Printed Name) the prevailing side, file my intent to reconsider the vote reconsideration affid t filed by Assembly member on the item stated above. `O Signatur O Signature: or SUBSCRIBED AND SWORN to before me this -'t- SUBRIBE AND SWORN to before me this O1 dayofer 2024. c-20 day of Sept er 2024. jSe U/t•'I. Notary Public In and Fo Alaska My Commission Expires: Notary Public In and ForAlaska My Commission Expires: YJ ,UIO/IIilpry/, Notary Seal: M ��.,,� - - a�i� '. Notary Seal: M• ✓e�'% �o°�o�. • • NOTARY ��o`' ova NOTA,?Y'^ ' 00. • ✓tea' A�Py'� p6�P,' �P '0aean aw u"'' KIBC 2.30.070 Ordinances. (M)(1.) The assembly member voted with the prevailing side on the question to be reconsidered. If an ordinance, resolution, or other action which is the subject of a motion to reconsider was not adopted on initial consideration because it did not receive the required number of "yes" votes, then those assembly members voting "no" shall constitute the prevailing side regardless of the relative number of "yes" and "no" votes cast on the question. An assembly member who changes his vote in accordance with these rules shall be a member of the side on which his vote is finally recorded by the clerk. Reconsideration Of Ordinance No. FY2025-05, An Ordinance Of The Assembly... Page 235 of 318 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 AGENDA ITEM #13.A. KODIAK ISLAND BOROUGH ORDINANCE NO. FY2025-05 AN ORDINANCE OF THE ASSEMBLY OF THE KODIAK ISLAND BOROUGH REZONING KODIAK TOWNSITE BLOCK 8 LOT 3, KODIAK TOWNSITE BLOCK 8 LOT 4, AND KODIAK TOWNSITE BLOCK 8 LOT 3A (COMMON ADDRESSES 211 MILL BAY ROAD, 215 MILL BAY ROAD, AND 206 KASHEVAROFF AVENUE) FROM R3—MULTIFAMILY RESIDENTIAL DISTRICT TO B—BUSINESS DISTRICT WHEREAS, as a second-class borough, the Kodiak Island Borough exercises planning, platting, and land use regulations on an area -wide basis pursuant to Chapter 19.40 of the Alaska statutes; and WHEREAS, in accordance with AS 29.40, the Kodiak Island Borough adopted the 2008 Comprehensive Plan via Ordinance No. FY2008-10 on December 6, 2007, to replace the 1968 Comprehensive Plan; and WHEREAS, the Kodiak Island Borough has adopted KIBC Title 17 (Zoning) in accordance with AS 29.40 as necessary to describe the reasons for the ordinance; and WHEREAS, KIBC 17.205.010 provides that whenever the public necessity, convenience, general welfare, or good zoning practice requires, the assembly may, by ordinance and after report thereon by the commission and public hearing as required by law, amend, supplement, modify repeal, or otherwise change these regulations and boundaries of the districts; and WHEREAS, the property owners applied for a rezone of these properties from the R3— Multifamily Residential District to the B -Business District zoning designation on May 28, 2024; and WHEREAS, the Planning & Zoning Commission voted to recommend to the Borough Assembly that the subject properties be rezoned from R3—Multifamily Residential to B—Business finding that the public necessity, convenience, general welfare, and good zoning practice would be enhanced by such action. NOW, THEREFORE, BE IT ORDAINED BY THE ASSEMBLY OF THE KODIAK ISLAND BOROUGH that: Section 1: This ordinance is not of a general and permanent nature and shall not become a part of the Kodiak Island Borough Code of Ordinances. Section 2: That Kodiak Townsite Block 8 Lot 3, Kodiak Townsite Block 8 Lot 4, & Kodiak Townsite Block 8 Lot 3A shall be rezoned from R3—Multifamily Residential to B—Business. Ordinance No. FY 2025-05 Page 1 of 2 Reconsideration Of Ordinance No. FY2025-05, An Ordinance Of The Assembly... Page 236 of 318 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61 62 63 64 65 66 67 68 69 70 71 72 73 74 75 76 77 78 79 80 81 AGENDA ITEM #13.A. Section 3: Pursuant to KIBC 17.205.075, the future land use designation for the three identified properties shall be changed from Multifamily Residential to Business on the official Zoning Map and the future Land Use Map of the Kodiak Island Borough and shall become effective upon the effective date of this ordinance. Section 4: By this ordinance, the Borough Assembly adopts the following findings of fact in support of their approval of this rezone. 1. That rezoning Kodiak Townsite Block 8 Lot 3, Kodiak Townsite Block 8 Lot 4, and Kodiak Townsite Block 8 Lot 3A from R3 -Multifamily Residential to B -Business, although inconsistent with the current future land use map, would not have an adverse impact on the aesthetic and character of the surrounding community as several parcels bordering and across the street from the applicant's properties are already zoned B -Business. 2. That rezoning Townsite Block 8 Lot 3, Kodiak Townsite Block 8 Lot 4, and Kodiak Townsite Block 8 Lot 3A from R3 -Multifamily Residential to B -Business could serve to further the goals of the 2008 Comprehensive Plan which calls for the "enhancement of the Visitor Industry's role as a significant component of the Kodiak Region's economy. Effective Date: This ordinance takes effect after conveyance from Mr. Markham into the Kodiak Maritime Museum. ADOPTED BY THE ASSEMBLY OF THE KODIAK ISLAND BOROUGH THIS NINETEENTH DAY OF SEPTEMBER 19, 2024 KODIAK ISLAND BOROUGH Scott Arndt, Mayor Introduced by: Planning and Zoning Commission First reading: 09/05/2024 Second reading/public hearing: 09/19/2024 VOTES: Ayes: Griffin, LeDoux, Sharratt, Smiley, Ames Noes: Whiteside Excused due to conflict of interest: Turner Ordinance No. FY 2025-05 ATTEST; 16-9. Nova M. Javier, MMC Borough Clerk Page 2 of 2 Reconsideration Of Ordinance No. FY2025-05, An Ordinance Of The Assembly... Page 237 of 318 AGENDA ITEM #14.A.1. KODIAK ISLAND BOROUGH STAFF REPORT OCTOBER 3, 2024 4 ' �s ASSEMBLY REGULAR MEETING SUBJECT: Contract No. FY2025-25, Approval Of The Kodiak Island Borough Advanced Assistance Hydrology And Hydraulics Study With River Focus, Inc. ORIGINATOR: Chris French, CDD Director RECOMMENDATION: Move to authorize the manager to approve Contract No. FY2025-25, Kodiak Island Borough Advanced Assistance Hydrology and Hydraulics Study with River Focus, Inc. DISCUSSION: The Kodiak Island Borough submitted an application for advanced assistance hazard mitigation grant from FEMA through the Alaska Division of Homeland Security and Emergency Management (ADH&EM) on July 13, 2023. On February 5, 2024, the ADHS&EM signed the grant award to the Kodiak Island Borough to conduct a hydrology and hydraulics study of the Russian River and Sargent Creek. The grant award amount is $99,540. On May 30, 2024, the Kodiak Island Borough published a request for proposals (RFP) for the study. The RFP closed on August 2, 2024. On August 30, 2024, River Focus, Inc. was selected by borough staff in consultation with ADHS&EM to conduct the study. The proposal was selected for multiple reasons; the proposal amount of $97,679 was within the award grant amount, the proposal met the Hydrology and Hydraulics Study requirements of FEMA, and the contractor has staff with substantial experience working within the Kodiak Island Borough. The contract term is in line with the grant award timeline which requires completion of the study by November 15, 2025. ALTERNATIVES: FISCAL IMPACT: The Assembly accepted the grant award and authorized the manager to sign the grant award document on April 4, 2024. The grant award is $99,540 and the selected contract is for $97,679. OTHER INFORMATION: The borough attorney has reviewed the contract. Kodiak Island Borough Contract No. FY2025-25, Approval Of The Kodiak Island Borough Advanced A... Page 238 of 318 AGENDA ITEM #14.A.1. Professional Services Agreement with CONTRACTOR For The Kodiak Island Borough Advanced Assistance Hydrology and Hydraulics Study This AGREEMENT, made and entered into this day of , 2024 by and between the KODIAK ISLAND BOROUGH, organized under the laws of the State of Alaska, hereinafter referred to as the "Borough" and River Focus, Inc. a corporation authorized to do business in Alaska, with offices located at 4630 Miramonte Street, La Mesa, CA 91941, hereinafter referred to as the "Contractor." WITNESSETH WHEREAS, the Borough wishes to enter into a contract with an independent contractor to provide advanced assistance for a hydrology and hydraulics study focusing on Sargent Creek and Russian Creek; and WHEREAS, CONTRACTOR submitted a proposal asserting it is qualified to perform these services and able to do so in a timely manner. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows: 1.0 DEFINITIONS. 1.1 "Agreement" shall mean this Professional Services Agreement, including: the Scope of work in the RFP and Contractor's accepted proposal. 1.2 "Change Order" is an addition to, or reduction of, or other revision approved by the Borough in the scope, complexity, character, duration of the services, or other provisions of this Agreement. 1.3 "Borough" shall mean the Kodiak Island Borough, Alaska. 1.4 "Contracting Officer" shall mean Borough Manager and include any successor(s) or authorized representative. 1.5 "Project" shall mean advanced assistance for a hydrology and hydraulics study focusing on Sargent Creek and Russian Creek on behalf of the Kodiak Island Borough. 2.0 TERM OF AGREEMENT. This Agreement shall take effect upon execution by both Borough and Contractor. This Agreement shall remain in full force and effect until the Project has been completed and further, until all claims and disputes have been concluded. The work is considered complete when the Borough has received and found acceptable the finished product of all work described in 4.0 Scope of Services or changes thereto. This date is not necessarily the Completion Date as described in 5.0 Completion Date. This Agreement may be amended only in writing and upon compliance with all applicable statutes, ordinances, and regulations. Contract No. FY2025-25, Approval Of The Kodiak Island Borough Advanced A... Page 239 of 318 AGENDA ITEM #14.A.1. 3.0 FEES. For study as described in 4.0 Scope of Service, the Borough will compensate the Contractor an amount not to exceed Ninety -Seven Thousand Six Hundred and Seventy -Nine Dollars ($97,679.00). 4.0 SCOPE OF SERVICES. The Borough and Contractor have agreed upon a scope of work described in the Contractor's proposal, Exhibit A, to provide professional services based on approved standards and instructions. This Scope of Services can only be changed in writing pursuant to Section 22.0 of this Agreement. 5.0 SCHEDULE FOR COMPLETION. All deliverables for this project will be completed within 13 months from the date when the Notice to Proceed is received or November 15, 2025, whichever comes first. No project -related work may begin before the start date of the project Period of Performance (POP). No project -related work may continue past the project's POP end date. 6.0 PERSONNEL/ORGANIZATION. 6.1 Borough's Contracting Officer. For purposes of this Agreement, the Borough's contracting officer shall be the Borough Manager or such other person as is designated in writing by the Borough Manager. 6.2 Contractor Qualified. The Contractor expressly represents and warrants it is now and shall continue to be at all times during the performance of this Agreement, the holder of all required or necessary professional, business or other licenses or permits and is qualified and capable of performing all of the work covered or called for by this Agreement and is presently ready, able and willing to undertake and perform all of such work and services, and to supply all necessary materials and equipment, at the times, and in a non -negligent professional and workmanlike manner, and pursuant to the terms, conditions and provisions, and for the compensation and payments as herein provided. 6.3 Key Personnel. Work and services provided by the Contractor will be performed by: Jake Gusman, P.E. (CA, HI, MT, WA), Darren Bertrand, CFM, Jessica Straub, Jon Viducich, P.E. (CA), Vicki Tripolitis, Sydney Doidge, P.E. (CA), and Haley Erickson, P.E. (CA, WA). 6.4 Changes in Key Personnel. The Contractor shall give the Borough reasonable advance notice of any necessary substitution or change of key personnel and shall submit justification therefore in sufficient detail to permit the Borough to evaluate the impact of such substitution on this Agreement. No substitutions or other changes shall be made without the written consent of the Borough. 7.0 STANDARD OF PERFORMANCE. The Contractor agrees to provide all required professional services to complete the project and any additions or changes thereto. The Contractor accepts the relationship of trust and confidence established between it and the Borough by this Agreement. The Contractor covenants with the Borough to furnish its best skill and judgment, and to further the interest of the Borough at all times through efficient business administration and management. The Contractor shall provide all services in a competent manner. It is understood that some of the services to be rendered hereunder required professional judgment and skill. In those cases, the Contractor agrees to adhere to the standards of the applicable profession. Contract No. FY2025-25, Approval Of The Kodiak Island Borough Advanced A... Page 240 of 318 AGENDA ITEM #14.A.1. 8.0 TIMELINESS OF PERFORMANCE. Time is of the essence in this Agreement. Contractor's failure to meet any such deadlines or required performance may adversely imperil other contractual obligations of the Borough. 9.0 COMPLIANCE WITH LAWS. The Contractor shall be familiar with and at all times comply with and observe all applicable federal, state and local laws, ordinances, rules, regulations, executive orders, safety orders, orders or decrees of administrative agencies, courts, or other legally constituted authorities having jurisdiction or authority over the Contractor, the Borough, or the service which may be in effect now or during performance of the services. Contractor understands that this Agreement, and the work thereunder, is funded by a federal grant and agrees to cooperate with the KIB to comply with the terms of the federal grant. 10.0 INDEMNITY. The Contractor shall indemnify, defend, and hold harmless the Borough from and against any claim of, or liability for, negligent acts, errors, and omissions of the Contractor under this agreement, including attorney fees and costs. The consultant is not required to indemnify, defend, or hold harmless the Borough for a claim of, or liability for, the independent negligent acts, errors, and omissions of the Borough. If there is a claim of, or liability for, a joint negligent act, error, or omission of the Contractor and the Borough, the indemnification, defense, and hold harmless obligation of the Contractor, and liability of the parties, shall be apportioned on a comparative fault basis. In this provision, "Contractor" and "Borough" include the employees, agents, and contractors who are directly responsible, respectively, to each. In this provision, "independent negligent acts, errors, and omissions of the Borough" means negligence other than in the Borough's selection, administration, monitoring, or controlling of the Contractor, or in approving or accepting the Contractor's work or the Contractor's subcontractors. 11.0 INSURANCE. The Contractor understands that no Borough insurance coverage, including Workers' Compensation, is extended to the Contractor while completing the services described in this Agreement. The Contractor shall carry adequate insurance covering Workers' Compensation, general public liability, automobile, professional liability, and property damage including a contractual liability endorsement covering the liability created or assumed under this Agreement with a limit of no less than $2,000,000 per occurrence. The Contractor shall not commence work under this Agreement or any work on any phase of the Project until the Contractor provides the Borough with certificates of insurance evidencing that all required insurance has been obtained in amounts acceptable to the Borough Finance Director as commercially reasonable for this work. These insurance policies and any extension or renewals thereof must contain the following provisions or endorsements: a. Borough is an additional insured thereunder as respects liability arising out of or from the work performed by Contractor of Borough. b. Borough will be given thirty (30) days prior notice of cancellation or material alteration of any of the insurance policies specified in the certificate. c. Insurer waives all rights of subrogation against Borough and its employees or elected officials. d. The insurance coverage is primary to any comparable liability insurance Contract No. FY2025-25, Approval Of The Kodiak Island Borough Advanced A... Page 241 of 318 AGENDA ITEM #14.A.1. carried by the Borough. Upon request, Contractor shall permit the Borough to examine any of the insurance policies specified herein. Any deductibles or exclusions in coverage will be assumed by the Contractor, for account of, and at the sole risk of the Contractor. 12.0 GOVERNING LAW. The laws of Alaska will determine the interpretation, performance and enforcement of this Agreement. 13.0 OWNERSHIP OF WORK PRODUCTS. Payment to the Contractor for services hereunder include full compensation for all work products and other materials produced by the Contractor and its subcontractors pertaining to this Agreement. The originals of all material prepared or developed by the Contractor or its employees, agents, or representatives hereunder, including documents, drawings, designs, calculations, maps, sketches, notes, reports, data, models, computer tapes, and samples shall become the property of the Borough when prepared, whether delivered or not, and shall, together with any materials furnished the Contractor and its employees, agents, or representatives by the Borough hereunder, be delivered to the Borough upon request and, upon termination or completion of this Agreement. Materials previously created and copyrighted by the Contractor included in this project will remain property of the Contractor. Copies will be made available to the Borough upon request. Materials purchased from and copyrighted by third parties are not included in this provision. 14.0 PATENTS, TRADEMARKS, AND COPYRIGHTS. The Contractor agrees to defend, indemnify, and save the Borough harmless from and against any and all claims, costs, royalties, damages and expenses of any kind of nature whatsoever (including attorneys' fees) which may arise out of or result from or be reasonably incurred in contesting any claim that the methods, processes, or acts employed by the Contractor or its employees in connection with the performance of services hereunder infringes or contributes to the infringement of any letter patent, trademark, or copyright. In case such methods, processes, or acts are in suit held to constitute infringement and use is enjoined, the Contractor, within reasonable time and at its own expense, will either secure a suspension of the injunction by procuring for the Borough a license or otherwise, or replace such method, process, etc., with one of equal efficiency. 15.0 SAFETY/PERFORMANCE. The Contractor shall perform the work in a safe and workmanlike manner. The Contractor shall comply with all federal and state statues, ordinances, orders, rules, and regulations pertaining to the protection of workers and the public from injury or damage and shall take all other reasonable precautions to protect workers and the public from injury or damage. 16.0 SUSPENSION OR TERMINATION. (a) By Consent. This Agreement may be terminated in whole or in part by the mutual consent of the parties. Such consent shall be in writing. (b) Termination for Cause. This Agreement may be terminated in whole or in part in writing by Borough in the event of failure by Contractor to fulfill any of the terms and conditions of this Agreement upon the giving of not less than five (5) calendar Contract No. FY2025-25, Approval Of The Kodiak Island Borough Advanced A... Page 242 of 318 AGENDA ITEM #14.A.1. days prior written notice of intent to terminate in the manner provided in Section 28, hereof. (c) Termination for Convenience of Borough. This Agreement may be terminated in whole or in part in writing by the Borough for Borough's convenience provided the Contractor is given not less than thirty (30) calendar days prior written notice of intent to terminate in the manner provided in Section 28 hereof. (d) In the event termination by the Borough is affected pursuant to (b) above, the Contractor shall not be entitled to receive any further payment until the work is completed, or the Borough elects to not proceed further with the project. Upon completion of the work, or termination of the project in the event the Borough elects to not proceed with the project, the Contractor shall be paid as follows: 1) In the event the costs and expense of taking over, re -advertising and completing the project or the costs of closing out the project if the Borough elects to not proceed with the project (hereinafter referred to as "close out costs"), exceed the remaining unpaid amount of this Agreement, any amount which was otherwise due and unpaid to Contractor at the time of termination shall be applied to such increased costs in taking over, re -advertising and completing the project, (or applied to close out costs) and the remaining amount of such costs, if any, shall be paid by the Contractor to the Borough. 2) In the event said costs and expense of taking over, re -advertising and completing the project, (or close out costs) are less than the total amount which was otherwise due and unpaid to the Contractor at the time of termination, the increased costs of taking over and completing the project (or the close out costs) shall be deducted from the amounts due the Contractor and the balance, if any, paid to the Contractor without interest. (e) Upon receipt of a termination notice pursuant to paragraphs (b), (c), or (d) above, the Contractor shall promptly discontinue all services (unless the notice directs otherwise), and deliver or otherwise make available to the Borough all data, drawings, notes, specifications, reports, estimates, summaries, work in progress, and any and all other information and/or materials as may have been accumulated by the Contractor in performing this Agreement, whether completed or in process, and free and clear of any mechanics or other liens or claims in favor of Contractor or any other person. (f) Upon termination pursuant to paragraphs (b), (c), or (d) above, the Borough may, but shall not be required to, take over the work and prosecute the same to completion by agreement with another person or otherwise, may elect to complete the work itself, or to not proceed further with the work and project. The contractor shall be entitled to pay for work performed prior to termination. Unless termination is for convenience of the Borough under paragraph c above, the payment shall be subject to adjustments in paragraph d above. (g) If, after termination by the Borough pursuant to (b) above, it is determined that the Contractor had not so failed, the termination shall be deemed to have been effected for the convenience of the Borough. In such event, adjustment of the Contract No. FY2025-25, Approval Of The Kodiak Island Borough Advanced A... Page 243 of 318 AGENDA ITEM #14.A.1. amounts to be paid to Contractor for termination shall be made as provided in paragraph (f) of this Section. (h) No other damages, whether for lost profits or otherwise, other than the amounts allowed and computed as provided for in this Section 16.0 shall be due or payable to Contractor in the event of termination. 17.0 EQUAL EMPLOYMENT OPPORTUNITY. The Contractor shall not discriminate against any employee or applicant for employment because of race, religion, color, national origin, or because of age, physical handicap, sex, marital status, change in marital status, pregnancy, or parenthood when the reasonable demands of the position do not require distinction on the basis of age, physical handicap, sex, marital status, changes in marital status, pregnancy, or parenthood. The Contractor shall take affirmative action required by law to ensure that applicants are employed and that employees are treated during employment without regard to their race, color, religion, national origin, ancestry, age, or marital status. 18.0 NO ASSIGNMENT OR DELEGATION. The Contractor may not assign, subcontract or delegate this Agreement, or any part of it, or any right to any of the money to be paid under it without written consent of the Contracting Officer. 19.0 INDEPENDENT CONTRACTOR. The Contractor shall be an independent contractor in the performance of the work under this Agreement and shall not be an employee or agent of the Borough. 20.0 PAYMENT OF TAXES. As a condition of performance of this Agreement, the Contractor shall pay all federal, state, and local taxes incurred by the Contractor and shall require their payment by any other persons in the performance of this Agreement. 21.0 COMPLETION OF WORK, TERM OF AGREEMENT. The Contractor shall perform all work in a timely fashion, and in accordance with the schedules included in this Agreement and Exhibits. 22.0 CHANGES IN SCOPE OF WORK. 22.1 General. No claim for additional services not specifically provided in this Agreement will be allowed, nor may the Contractor do any work or furnish any materials not covered by the Agreement unless the work or material is ordered in writing by the Contracting Officer. Preparation of Change Orders and design changes, due to errors and/or omissions by the Contractor, will be done at the sole expense of the Contractor. 22.2 Changes in Scope of Work. The Borough or its representative may, at any time, by a written Change Order delivered to the Contractor, make changes to the scope of work with the permission of FEMA following the borough's submission, and agency's approval of, a Change of Scope request. Such a request will also need to be approved by the Alaska Department of Homeland Security & Emergency Management. The approval of such a request could result in the authorization of additional work outside the scope of work. 22.3 Compensation to the Contractor. If any Change Order for which compensation is Contract No. FY2025-25, Approval Of The Kodiak Island Borough Advanced A... Page 244 of 318 AGENDA ITEM #14.A.1. allowed under this Article causes an increase or decrease in the estimated cost of, or time required for, the performance of any part of the work under this Agreement, or if such change otherwise affects other provisions of this Agreement, an equitable adjustment will be negotiated. Such an adjustment may be: 22.3.1 in the estimated cost or completion schedule, or both; 22.3.2 in the amount of fee to be paid; and 22.3.3 in such other provisions of the Agreement as may be affected, and the Agreement shall be modified in writing accordingly. 22.4 Any claim by the Contractor for adjustment under this section must be asserted within fifteen (15) days from the day of receipt by the Contractor of the notification of change; provided, however, that the Borough or its representative, deciding that the facts justify such action, may receive and act upon any such claim asserted at any time prior to final payment under this Agreement. 23. LIMITATION OF FUNDS. 23.1 At no time will any provision of this Agreement make the Borough or its representative liable for payment for performance of work under this Agreement in excess of the amount that has been appropriated by the Borough Assembly and obligated for expenditure for purposes of this Agreement. 23.2 Change orders issued pursuant to Section 22 of this Agreement shall not be considered an authorization to the Contractor to exceed the amount allotted in the absence of a statement in the change order, or other modification increasing the amount allotted. 23.3 Nothing in this Section shall affect the right of the Borough under Section 16 to terminate this Agreement. 24.0 FEDERAL CONTRACT PROVISIONS. For the purposes of this Agreement, CONTRACTOR must adhere to all federal regulations and contracting provisions including, but not limited to: the Byrd Anti -Lobbying Amendment (31 U.S.C. 1352), Debarment and Suspension rules (Executive Orders 12549 and 12689), and the Clean Air Act (42 U.S.C. 7401-7671 q.). 25.0 CONFLICTS OF INTEREST. Per § 200.318 of the Code of Federal Regulations the Kodiak Island Borough shall maintain written standards of conduct covering conflicts of interest and governing the actions of its employees engaged in the selection, award and administration of contracts. No employee, officer, or agent may participate in the selection, award, or administration of a contract supported by a Federal award if he or she has a real or apparent conflict of interest. Such a conflict of interest would arise when the employee, officer, or agent, any member of his or her immediate family, his or her partner, or an organization which employs or is about to employ any of the parties indicated herein, has a financial or other interest in or a tangible personal benefit from a firm considered for a contract. The officers, employees, and agents of the non -Federal entity may neither solicit nor accept gratuities, favors, or anything of monetary value from contractors or parties to subcontracts. However, the Kodiak Island Borough may Contract No. FY2025-25, Approval Of The Kodiak Island Borough Advanced A... Page 245 of 318 AGENDA ITEM #14.A.1. set standards for situations in which the financial interest is not substantial, or the gift is an unsolicited item of nominal value. The standards of conduct must provide for disciplinary actions to be applied for violations of such standards by officers, employees, or agents of the Kodiak Island Borough. 26.0 FISCAL REQUIREMENTS - CONTRACTUAL. Per FEMA regulations, CONTRACTOR is subject to the same policies, procedures, conditions, and certifications as the sub - recipient (the BOROUGH). CONTRACTOR is required to retain all documents and records pertaining to this project for three (3) years following the BOROUGH'S submission of the final expenditure report in accordance with 2 CFR sections 200.333. 27.0 PRIOR WORK. For the purposes of this Agreement, work done at the request of the Borough or its representative before execution of this Agreement shall be deemed to be work done after its execution and shall be subject to all the conditions contained herein. 28.0 NOTICES. 28.1 Any notice, demand, request, consent, approval, or other communication that either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail at the address set forth below. Either party may change its address by notifying the other party of its change of address in writing. Notice shall be deemed to have been duly made and given when delivered if served personally, or upon the expiration of twenty-four (24) hours after the time of mailing if mailed as provided in this Section. Kodiak Island Borough Attn: Borough Manager 710 Mill Bay Road, Room 125 Kodiak, Alaska 99615 River Focus, Inc. Attn: Jake Gusman, P.E. 4630 Miramonte Street La Mesa, Ca 91941 28.2 The performance and administration of this program and this Agreement will be monitored by the Borough and such other agencies as may be required or authorized pursuant to the terms of any grant to the Borough. Necessary reports, in proper form, will be required as a prerequisite to any payment to the Contractor. 28.3 All project records shall be maintained by the Contractor for not less than three (3) years after completion and final acceptance of all work by the Borough and shall be subject to inspection and copying by the Borough or any funding agency during said period. 29.0 Successors and Assigns. Except as otherwise provided herein, the covenants, agreements and obligations herein contained shall extend to bind and inure to the benefit not only of the parties hereto but their respective personal representatives, heirs, successors and assigns. 30.0 Miscellaneous. (a) Terminology. Whenever herein the singular number is used, the same shall include the plural, and the masculine gender shall include the feminine and neuter genders. Contract No. FY2025-25, Approval Of The Kodiak Island Borough Advanced A... Page 246 of 318 AGENDA ITEM #14.A.1. (b) Law Applicable. The laws of the State of Alaska shall govern the construction, validity, performance and enforcement of this Agreement. Venue as to any action, claim, or proceeding arising out of, or based upon this Agreement, including, but not limited to, any action for declaratory or injunctive relief, shall be the appropriate Court sitting in the City of Kodiak, Third Judicial District, Alaska. (c) Paragraph Headings. The headings of the several sections and subsections contained herein are for convenience only and do not define, limit or construe the contents of such sections and subsections. (d) Terms Construed as Covenants and Conditions. Every term and each provision of this Agreement performable by Contractor shall be construed to be both a covenant and a condition. (e) Time of the Essence. Time is of the essence of each term, condition, covenant and provision of this Agreement. (f) Severability. In the event any provision of this Agreement is adjudicated or held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. (g) Nonwaiver. No delay or omission of the right to exercise any power by either party shall impair any such right or power, or be construed as a waiver of any default or as acquiescence therein. One or more waivers of any covenant, term or condition of this Agreement by either party shall not be construed by the other party as a waiver of a subsequent breach of the same covenant, term or condition. The consent or approval by either party to any act by the other party of a nature requiring consent or approval shall not be deemed to waive or render unnecessary consent to or approval of any subsequent similar act. 31.0 Entire Agreement. This Agreement and any schedules, appendices or exhibits attached hereto sets forth all the covenants, promises, agreements, conditions and understandings between the parties hereto, and there are no covenants, promises, agreements, conditions or understandings, either oral or written, between them other than as herein set forth. Except as herein otherwise expressly provided, no contemporaneous or subsequent agreement, understanding, alteration, amendment, change or addition to this Agreement, or any schedule, appendix, exhibit or attachment thereto shall be binding upon the parties hereto unless reduced to writing and signed by both parties. This Agreement constitutes a final, complete, and exclusive statement of the agreement between the parties. IN WITNESS WHEREOF, the parties have executed this Agreement. KODIAK ISLAND BOROUGH RIVER FOCUS, INC. Signed: Signed: By: Aimee Williams By: Title: Borough Manager Title: Contract No. FY2025-25, Approval Of The Kodiak Island Borough Advanced A... Page 247 of 318 AGENDA ITEM #14.A.1. Date: Date: ATTEST: Nova Javier Borough Clerk (Borough seal) Contract No. FY2025-25, Approval Of The Kodiak Island Borough Advanced A... Page 248 of 318 AGENDA ITEM #14.A.1. Contract No. FY2025-25, Approval Of The Kodiak Island Borough Advanced A... Page 249 of 318 ap-1 RIVER FOCUS WATER RESOURCE CONSULTANTS Water Resources Engineering Hydrology and Hydraulics Bridge Scour Analysis Stream Restoration 1. Letter of Interest August 2, 2024 Kodiak Island Borough Attn: Chris French, Community Development Director Kodiak Island Borough 710 Mill Bay Road Kodiak, AK 99615 RE: Request for Proposal (RFP) —Kodiak Island Borough Hydrology Study — Russian Creek and Sargent Creek in Womens Bay, Kodiak, AK Dear Kodiak Island Borough Committee, AGENDA ITEM #14.A.1. www.riverfocus.com We are excited to submit our proposal in response to the RFP for the Kodiak Island Borough (KIB) Hydrology Study of Russian Creek and Sargent Creek in Womens Bay, Kodiak, AK. We are grateful for the opportunity to provide Hydraulics/Hydrology Services. River Focus will bring a wealth of local knowledge and hydrologic and hydraulic experience. The experience at River Focus makes the team qualified and capable of conducting a sea level rise (SLR) and flood mitigation analysis of Womens Bay. Contact Information Jake Gusman, P.E. (WA, CA, MT, HI) River Focus, Inc. 4630 Miramonte St La Mesa, CA 91941 (619) 457-3119 jgusman@riverfocus.com Our corporate office, is , located at 4630 Miramonte St., La Mesa, CA 91941. Our team is comprised of skilled individuals working remotely from across the United States, with one hydraulic engineer in Alaska who has experience working in these watersheds. Qualifications and Capabilities River Focus is a consulting firm specializing in water resources engineering, is a certified Minority Business Enterprise (MBE), and holds an Alaska Business License. Our principals, Jake Gusman, P.E., and Darren Bertrand, CFM, bring over 45 years of combined experience in water resources engineering, with a proven track record undertaking a wide range of hydrologic and hydraulic studies. We have successfully performed numerous hydraulic modeling and scour studies for new bridge projects, bridge replacement projects, and scour critical bridges. Other areas of expertise include 2-D hydraulic modeling and floodplain mapping, FEMA flood map revisions, fluvial geomorphology, Contract No. FY2025-25, Approval Of The Kodiak Island Borough Advanced A... Page 250 of 318 AGENDA ITEM #14.A.1. sediment/debris flow, streambank protection, drainage and stormwater design, stream restoration, fish passage, and levee and dam failure modeling. River Focus has a dedicated staff of 17 experienced water resources engineers and scientists, each committed to delivering high-quality work products that consistently meet project deadlines while staying within budget. We pride ourselves on providing excellent technical analysis, robust computer modeling, and clearly written reports, all while maintaining a high level of responsiveness to client needs. We combine proven hydrologic and hydraulic modeling programs and methods, applicable design guidance, cutting-edge hydraulic research, and sound engineering judgment to provide results that are both innovative and dependable. Detailed Hydrologic Modeling and Statistical Analyses A hydraulic analysis is only as good as the hydrologic analysis driving it—even the most detailed 2- D model will yield inaccurate results given a poor input hydrograph. This can lead to additional costs to the design if the predicted hydrology is too high, or worse, can lead to failure of the design if the predicted hydrology is too low. River Focus has significant expertise in the development of hydrologic models using HEC -HMS. Jake Gusman, P.E., (Project Director) worked for the US Army Corps of Engineers Hydraulic Engineering Center (HEC) as part of the HEC -HMS development team and has over 25 years of experience using HMS. The following describes our technical capabilities in hydrologic, and hydraulic analyses: Hydrology Our team excels in conducting detailed hydrologic studies, specializing in: • Developing hydrologic models using advanced tools such as the US Army Corps of Engineers' HEC -HMS (Hydrologic Modeling System) • Analyzing stream gage data using HEC -SSP (Statistical Software Package). • Utilizing radar -rainfall data when rainfall gage data is insufficient for model calibration, ensuring comprehensive storm event analysis. • Collaborating closely with local, state, and federal agencies to meet regulatory requirements. Hydraulic Modeling The River Focus team brings a wealth of knowledge to the analysis of streams, rivers, and watersheds, from developing complex 2-D hydraulic models of waterways to comprehensive hydrologic analyses to scour countermeasures. Whatever the specific project requires, we will be able to efficiently provide a superior product using the most up-to-date software and research available. Our capabilities include: Contract No. FY2025-25, Approval Of The Kodiak Island Borough Advanced A... Page 251 of 318 AGENDA ITEM #14.A.1. • Utilizing advanced modeling tools such as HEC -RAS (River Analysis System) to perform 1-D and 2-D hydraulic modeling. • Conducting flood -risk and mitigation studies, sediment transport analysis, and stream bank protection design. • Offering expertise in developing custom macro -enabled hydraulic engineering spreadsheets, streamlining bridge scour calculations and countermeasure designs. • Complying with Federal Highway Administration (FHWA) guidelines and standards in all hydraulic modeling projects. Use of Drones to Assess Project Conditions and Hydraulic Properties The River Focus team can provide in-house drone services by FAA -certified drone pilots to gain a fuller perspective of the stream channel, assessing hydraulic conditions as well as the presence of drift, channel instability, and lateral migration. In difficult -to -reach areas or where there are site access issues these vital hydraulic characteristics might otherwise be overlooked. Experience River Focus brings extensive expertise in hydrology, hydraulics, and scour analysis gained from a diverse portfolio of projects across the Western US and Hawaii. Some recent relevant projects are highlighted below. River Focus has performed sea -level rise analysis for similar projects, such as Los Penasquitos Lagoon (see project bio below). The team is well versed in coastal bridge assessments, which includes estimating hydraulic roughness and other hydraulic parameters, analyzing expected flow patterns, and determining overall project site conditions that will affect the hydraulic model development and refinement. River Focus has conducted hydrologic analysis, hydraulic modeling, and bridge scour evaluations for the Hawaii Department of Transportation (HDOT), assessing 63 state and county -owned bridges and their contributing watersheds. River Focus has also performed hydraulic and scour evaluations for 10 bridge replacements on the National Trails Highway in San Bernardino County. Throughout our projects, we adhere to industry best practices, following FHWA guidelines and state regulations. Our proven track record and comprehensive approach make River Focus a trusted consultant for hydrologic, hydraulic, and scour analyses. The team has in-house experience working in these watersheds. Jess Straub, Habitat Restoration Engineer at River Focus, has served as assistant project manager and on-site engineering support for projects throughout KIB and within Womens Bay watershed, as part of her previous employment. Contract No. FY2025-25, Approval Of The Kodiak Island Borough Advanced A... Page 252 of 318 Ms. Straub has experience as a designer and/or project manager for nine stream restoration and fish passage projects near the RFP location: • Lake Orbin Inlet Fish Passage Culvert Replacement Project - 2020 • Lake Catherine Inlet Fish Passage Culvert Replacement Project - 2020 • USCG Magazine Area Fish Passage Culvert Replacement Projects (3 sites) - 2020 • Nemetz at Lake Louise Outlet Bridge Removal and Stream Restoration Project - 2021 • Battery Creek Trib at Anton Larsen Bay Fish Passage Culvert Replacement Project - 2021 • Lake Orbin Outlet Fish Passage Culvert Replacement Project - 2022 • Burton Ranch — Kodiak Cattle Co. Fish Passage Culvert Replacement Project - 2022-2023 On July 26, 2024, Ms. Straub was present at the project site. She conducted a visual assessment and captured photos to aid in the preparation of this proposal. Compliance and Transparencv AGENDA ITEM #14.A.1. River Focus shall comply with all KIB, Alaska State, and Federal requirements. All work shall be performed in compliance with the terms of the DHS and FEMA grant. River Focus has a long history of abiding to FEMA H&H standards and will apply those standards to this project. Additionally, we acknowledge the importance of transparency and shall disclose any financial, business, or other relationships that may influence the outcome of the contract or construction of the project. We have no current or past clients with a financial interest in this contract. Thank you for considering us for this exciting opportunity. We look forward to working with the KIB on this important project. Should you have any questions or require additional information, please do not hesitate to contact me at (619) 457-3119 orjgusman@riverfocus.com. Sincerely, A. Jake Gusman, P.E. President River Focus, Inc. Contract No. FY2025-25, Approval Of The Kodiak Island Borough Advanced A... Page 253 of 318 AGENDA ITEM #14.A.1. Project Understanding and Approach Womens Bay: Impacts of Russian Creek and Sargent Creek Womens Bay is a unique and ecologically important region characterized by complex hydrology, featuring a network of rivers, streams, and the surrounding ocean. The area is in the Bells Flat region, where a portion of the Kodiak Island Borough community resides. Current land uses throughout the area include residential, commercial, and publicly owned and managed land. Various factors, including precipitation, snowmelt, and the interplay between freshwater sources with the adjacent ocean, shape the hydrology of the region. Discharge patterns, the physical structure of the channels, riparian zones, water quality, and the presence of barriers (downstream bridges at the highway) to connectivity all contribute to the overall ecological and hydrological state of the area. Womens Bay is defined by rugged mountain ridges that rise to over 3,000 feet in elevation. The headwaters of Russian Creek and Sargent Creek are each found in valleys with steep, narrow sides. Several other steep tributaries along the mountainside join the main channels of Russian Creek and Sargent Creek. Lower in the valley, the transfer and depositional zone of this system becomes less steep and broadens out. Valleys are "U" shaped with low -relief topography and high connectivity to the floodplain. Within this valley area, both systems contain several lakes at various altitudes as well as tidal and nontidal wetlands. At the mouth of Russian Creek and Sargent Creek, a dynamic and complex river delta is observed. The highway with a bridge on each main channel of the creek, acts as a physical barrier, impeding flow, floodplain connectivity, natural alignment adjustments, and sediment migration. On June 9th, 2024, Sargent Creek flooded surrounding landowners' land with over a foot of swift water. River Focus recognizes the limited data available in the Womens Bay watershed and the constraints of working within the project's available funds. To complete the study and meet KIB's objectives and goals, a discussion on project extents will be made at the project start to determine whether the project study will focus on the Bells Flats region or the entire watershed of Russian Creek and Sargent Creek. This discussion will include consideration of the topographic data required to complete a quality study, as well as evaluating the project's needs versus the budget. Flood Contamination Kodiak Island experiences an average annual rainfall of 67 inches. Womens Bay receives some precipitation from its alpine, steep mountainous region. The combined nature of the river delta and a high precipitation mountainous region leads to a flashy system, with Womens Bay experiencing numerous floods a year. Womens Bay land use is mixed with residential, commercial, and public land with a majority of the developed land use occurring in the lower regions of Russian Creek and Sargent Creek. There are commercial businesses of note in the floodplain, active excavation sites, and three scrap lots. Russian Creek and Sargent Creek are multi -threaded channels with high connectivity to the floodplain and low terrace. Both creeks can swell rapidly, overflowing their banks and inundating Contract No. FY2025-25, Approval Of The Kodiak Island Borough Advanced A... Page 254 of 318 AGENDA ITEM #14.A.1. the surrounding land. Russian Creek and Sargent Creek could inundate commercial areas and pull contaminants into the systems. Proposed Bridge Replacement Projects The H&H report will make preliminary recommendations for proposed alternatives at the crossing of Russian Creek and Sargent Creek. Further investigation and analyses will have to occur to make final recommendations for proposed alternatives and that is outside the scope of this project. The existing crossings of both creeks do not fully span the main channel or provide conveyance of secondary channels. The creeks are in a multi -threaded river delta where the highway creates a need for additional floodplain connectivity to increase flood conveyance. The increase in the span of the main channel bridges and the addition of crossings in the floodplain will increase connectivity and improve flood capacity. Available Data There is currently a lack of information available for Womens Bay. The available terrain data from State of Alaska Division of Geological and Geophysical Surveys is IFSAR DTM Hillshade has 5 -meter resolution. The Kodiak 2009 DTM Hillshade ends before the project site. For high confidence in the project modeling and analysis, data must be supplemented with new, higher -resolution topographic data to successfully complete this study. No available stream gage data was found for this system. Two gages are located nearby on the island, but neither appear to be applicable to the project. Onsite flow measurements will be collected to develop the regional hydrology and calibrate the hydrology used in the hydraulic model. Publicly available DTMs the greater Womens Bay region. Contract No. FY2025-25, Approval Of The Kodiak Island Borough Advanced A... Page 255 of 318 TASK 1: Project Management and Meetings River Focus will assign Jess Straub as a project manager. Ms. Straub is familiar with Kodiak, the Womens Bay watershed, and working within the terms of a federal grant. Immediately following notice to proceed, River Focus will conduct a kickoff meeting with KIB and any other project stakeholders. The kickoff meeting will define the project scope, and we will discuss the project background, budget, schedule, general expectations, and the upcoming site visit agenda and goals. River Focus will prepare and hold all six meetings listed below in a virtual setting. Engaging and concise presentations will be provided via PowerPoint for each meeting. After the meeting, presentations will be provided in PDF format for all participants. 1. One Hour Kickoff 2. Check-in with KIB 3. Presentation of findings with KIB 4. A presentation of findings with members of the public 5. Public presentation at KIB Assembly meeting 6. Additional presentation at KIB discretion AGENDA ITEM #14.A.1. "It has beevi a pleAsinre workivio with Jess (S+r,wn) over the las+ few 4emrs developivio mml+iple fish passaoe +raihivios; she is sager kmowledoeable ovi the varioas topics sarroavidivig s+remm crossivig sites." 7eborah +4art, Goo6iwator for the Soathcost Alasko Fish +4a�itat -Fartverskip Ms. Straub and project staff will make themselves readily available to KIB throughout the project duration; she will also be available to present findings at KIB's discretion. TASK 2: Data Collection Desktop Reconnaissance Once the notice to proceed is awarded, River Focus will perform a thorough desktop reconnaissance. The assessment will include but is not limited to the following: • Historical Data o Aerial Imagery o Bridge design plans and inspection reports o Flood reports o Local photograph from KIB o AK DOT Historical records/reports OPJ 144 LaAe lee � I .EOP+Oe S�4C 0 co r y VS 1 P — Meun)f leen iW � z o Land ownership 16 AWC crossings of tributaries in the Russian Creek and • Watershed Characteristics Sargent Creek system. o Watershed area and potential discharge o Watershed slope and characteristics o Climate and Precipitation Data o Data on streams or similar -sized streams from the project region o Anadromous Waters Catalog reports (16 culverts in project study area) o ID structures/properties immediately adjacent to streams o ID other culverts/bridges along streams Contract No. FY2025-25, Approval Of The Kodiak Island Borough Advanced A... Page 256 of 318 AGENDA ITEM #14.A.1. River Focus will coordinate with KIB to confirm desired data and information for the project. River Focus and KIB will assess current available data and areas in which data is lacking, such as higher -resolution topographic data or stream flow measurements. Site Visit: Topographic and Stream Survey River Focus will conduct a rapid river corridor inspection during this visit. The team's inspection will capture eroding banks and floodplains, areas with bank instability, any non -natural sediment sorting, and all potential flood hazards. River Focus will provide and abide by a site safety plan. During the site visit, a full -stream survey will be conducted at both Russian Creek and Sargent Creek bridges. Longitudinal profiles will be collected — 400' upstream and downstream of both bridges and a minimum of three cross sections will be collected upstream and downstream of both bridges. Additional cross-sections will be taken upstream on the creeks outside of the impact area for hydraulic modeling. Once the notice to proceed is awarded, River Focus will discuss the quantity and location of cross sections desired for the hydraulic modeling. River Focus will visit the site with a two -member interdisciplinary team of a surveyor and engineer/hydrologist. This strategy improves logistics and allows the hydrologist to coordinate with the surveyors to ensure adequate data is collected. The engineer/hydrologist and surveyor will complete topographic surveys, geomorphic assessments, hydrology, hydraulics, and geotechnical data collection while on site. River Focus anticipates spending three days on-site for surveys. Horizontal control will be on an assumed local grid or NAD83 (2011) Alaska State Plane Zone 4. Unless the existing control is within 200 yards of the project site, the vertical datum will be taken from a GPS STATIC observation with an OPUS correction converted to MLLW datum. River Focus will set at least two control points along the roadway at each site. Vertical and horizontal survey control will be a minimum of 0.1 -foot accuracy. River Focus will verify the relative vertical elevation on control points at each site with a total station or laser level to ensure consistent vertical measurements. River Focus will set additional survey control points to tie into and capture site topography, longitudinal profiles, channel cross sections, eroding bank lines and areas of interest. Once the notice to proceed is awarded, River Focus and KIB can confirm the topographic survey needs and whether current funds will allow for adequate data density to generate 1 -foot contour intervals at crossing locations. Menzies Engineering Group will be subcontracted for all necessary supplemental land and stream survey data. Bell's Flats Resident Interviews Prior to the site visit, we will send out flyers to private landowners with a project description and contact information to ensure River Focus receives the input of all willing Bell's Flat residents. During the site visit, River Focus will be available to hear from landowners in the Bell's Flats region. TASK 3: Flood Mitigation Analysis River Focus will perform a detailed hydrologic and hydraulic analysis for Sargent and Russian Creeks under both existing and projected future conditions. From the site reconnaissance findings from Task 2, our team will identify critical areas requiring flood mitigation to alleviate the current safety concerns to life and property within the project area. The analysis will involve developing and evaluating various mitigation alternatives using the future conditions hydraulic model. Each alternative will be assessed for its Contract No. FY2025-25, Approval Of The Kodiak Island Borough Advanced A... Page 257 of 318 AGENDA ITEM #14.A.1. effectiveness in reducing flood depth, lateral extent of flooding, and channel migration potential. The impacts of each recommended mitigation measure will be clearly documented and communicated with KIB, incorporating their input throughout the analysis phase. Following completion of a Benefit -Cost Analysis (BCA), we will present a prioritized list of recommended projects. Hydrologic Analysis Using ArcGIS software and the Digital Elevation Model (DEM) from Task 2, River Focus will delineate watershed areas for specified flow locations along Sargent and Russian Creeks. We will confirm that the drainage area values fall within the applicable range for applying the regional regression equations from the USGS Scientific Investigations Report 2016-5024 (2016) for Alaska and Kodiak Island. We will use the Gibson (2009a) PRISM dataset to obtain mean annual basin precipitation values for estimating peak flow rates. We will estimate peak flow rates for various frequencies (2-, 5-, 10-, 25-, 50-, 100-, 200-, and 500 -year events) at the identified flow locations using applicable regional regression equations. During the Task 2 on-site stream survey, the team will collect cross-section and flow measurements to calibrate the regression flows and improve accuracy. Hydrographs for both existing and future conditions will be created, showing the estimated peak flow rates across the frequency range. Sea -Level Rise Analysis Sea -level rise (SLR) is occurring on Kodiak Island and in Womens Bay, causing a significant impact on coastal and estuarine environments. Understanding these changes is crucial for effective flood management and mitigation strategies. River Focus will perform an SLR analysis to assess the potential effects on local hydraulics and flood inundation, including tidal regimes and storm surge patterns. We will obtain tidal information and seal level rise projections from existing datasets, such as NOAA tidal gauges and regional projections. Additionally, we will review tsunami inundation maps for the Kodiak area published by the Alaska Department of Geological and Geophysical Surveys. Hydraulic Analysis Using the latest version of the US Army Corps of Engineers hydraulic modeling software HEC -RAS, River Focus will develop hydraulic models for Sargent and Russian Creeks near Bells Flats area in Kodiak, Alaska. The intent of the modeling effort is to compute the water surface elevations, velocities, stream power, and shear stress under existing and future conditions. We will delineate land using aerial imagery and assign Manning's n values based on observations made during the site reconnaissance and review of aerial Contract No. FY2025-25, Approval Of The Kodiak Island Borough Advanced A... Page 258 of 318 AGENDA ITEM #14.A.1. imagery. The DEM developed during Task 2 will be used to create the model terrain, with a 2D mesh developed using break lines and appropriate cell sizes. The hydrographs will be input into the models at their respective locations. River Focus will review available flow and highwater mark data for model validation and calibration, depending on data availability. The hydraulic analysis will incorporate tidal information and SLR data from Womens Bay to define the downstream boundary conditions, where applicable. The modeling results will highlight critical areas susceptible to flooding and channel migration, which will be further refined and discussed with KIB and stakeholders. Flood Mitigation Alternatives Analysis River Focus will develop and evaluate a range of flood mitigation alternatives based on the geomorphic assessment from Task 2 and the hydraulic modeling results. Potential mitigation measures are listed below: • Channel modifications, including restoration of form or process • Modifications within the river corridor • Modification or replacement of culverts and/or bridges (public and private) • Removal or relocation of structures, buildings, walls, and channel encroachments • Floodplain enhancement, restoration, or creation • Flood bench creation • Construction or enhancement of levees, dikes, and berms • Sediment/debris management • Property buy-outs or relocations Each alternative will be assessed for its effectiveness in reducing flood depth, lateral flood extent, and channel migration potential. The results and respective merits of each option will be presented to KIB and stakeholders for review, discussion, and input. River Focus will then provide short- and long-term recommendations for proposed physical and operational improvements, prioritized by their merits and cost -benefits. Each alternative will be evaluated against the following project objectives: • Flood risk reduction • Erosion risk reduction • Habitat improvement • Water quality improvement • Regulatory permitting feasibility • Project constructability • Implementation cost reduction • Future maintenance requirements reduction River Focus understands the potential for bridge replacement funding across Sargent and Russian Creeks. Our study findings will be used to inform the advancement of the bridge replacement project. However, the team also understands that the potential bridge replacement will not influence the evaluation of other mitigation projects or measures as part of this study. We will identify any interrelationships between bridge replacements and recommended mitigation measures. Benefit -Cost Analysis (BCA) River Focus will conduct a BCA for up to ten proposed projects, validating the cost-effectiveness of flood hazard mitigation alternatives. The analysis will consider tax assessment data for estimating property values Contract No. FY2025-25, Approval Of The Kodiak Island Borough Advanced A... Page 259 of 318 AGENDA ITEM #14.A.1. and use digital elevation data to estimate first -floor structure elevations. The BCA will determine the benefit -cost ratio (BCR), representing a project's cost-effectiveness. A BCR of 1.0 or greater indicates sufficient benefits to justify the costs, as per FEMA standards. This analysis will support future funding opportunities. River Focus will conduct on-site interviews with borough residents and officials to gather qualitative and quantitative data, supporting our final deliverables. TASK 4: Reporting and Presentations Deliverables: • Draft H&H Report • Final, 100% H&H Report • Public Presentation Hydrologic and Hydraulic Report River Focus will use available desktop data and field investigations to complete H&H analyses for Russian Creek and Sargent Creek in Womens Bay. The H&H report will include: ❖ Assessment of Existing site conditions ❖ Hydrologic Analyses of Russian Creek and Sargent Creek Hydraulic Analyses of existing conditions of Russian Creek and Sargent Creek Sea -Level Rise Analysis Benefit -Cost Analysis Flood Mitigation Alternatives Analysis Preliminary mitigation recommendations River Focus will deliver a draft and final H&H report per the schedule outlined later in this report. River Focus will provide KIB within a minimum of two weeks to review and comment on the draft and final H&H report. Presentations Engaging the public in scientific discussions is crucial for fostering understanding and promoting informed decision-making within a community. The River Focus team is excited to engage Womens Bay residents throughout all parts of the process and present the findings in a public setting. Our staff has decades of experience creating presentations and presenting them to the public. River Focus will put together a concise, informative, and engaging presentation that allows residents with varied hydrologic and hydraulic knowledge to fully comprehend the project. River Focus will provide KIB with at least two weeks to review and comment on the presentation. PowerPoint will be utilized for the presentation. The presentation will abide by the written captions and color guidance in Section 508 compliance to supply information equally to residents with disabilities. Contract No. FY2025-25, Approval Of The Kodiak Island Borough Advanced A... Page 260 of 318 AGENDA ITEM #14.A.1. 2. Statement of Experience — Subconsultant Menzie's Engineering Group, Inc - Survey Data Collection Menzies Engineering Group, Inc., has served southcentral and southeast Alaska for 16 years with land surveying, structural and civil engineering, and geotechnical investigations services. The firm is located in Ketchikan, Alaska, and has a deep, long-running understanding of conducting watershed surveys and working in island communities in Alaska. Relevant Work Experience: Bridge Abutment and Survey for Culvert Replacement — 2023 • Location: Former Whitestone Harbor Logging Camp Site-Hoonah • Services Provided: Scot provided an as -built and topographic survey used in the design of bridge abutments for placement of a modular bridge at the site of a culvert that was undersized for fish passage. Three -Mile Creek Stream Survey — 2023 • Location: Klawock, Prince of Wales Island • Services Provided: As -built and topographic survey, including in -stream of Three - Mile Creek, Klawock-Hollis Highway and Klawock Lakes Road The survey data was used design of a new bridge to replace two large culverts and for reestablishing the stream channel under the new bridge. Our survey included the highway and intersecting road horizontal and vertical alignments for use in the design of bridge approaches. Scot worked in the field with a USFWS engineer to survey the stream thalwegs, banks, bars, obstructions, etc. for use in the design of the new stream channel. Forest Service Bridges — 2015-2023 • Location: Prince of Wales Island and Hoonah • Services Provided: Scot provided construction staking in the field for placement of new culverts and bridges for the contractor. Scot provided construction staking services for a number of bridge and culvert projects on the Prince of Wales Island and Hoonah road systems. In some cases, bridge abutment design for modular bridges was included in some of those projects. Klawock Highway Fish Passage Box Culvert — 2013 • Location: Klawock, Prince of Wales Island • Services Provided: Construction staking Scot staked a new precast concrete culvert crossing in the Klawock-Hollis Highway "causeway" in Klawock to allow better circulation of water and fish passage. Contract No. FY2025-25, Approval Of The Kodiak Island Borough Advanced A... Page 261 of 318 AGENDA ITEM #14.A.1. 3. Project Staff Below are the project staff bios, project organizational chart, and project staff commitment for our assigned personnel. Resumes are attached in Appendix A. Vicki Tripolitis a1p RIVER FOCUS Jake Gusman, PE Darren Bertrand, CFM Jessica Straub a. Project Director A. Jake Gusman, P.E., D.WRE r As Project Director with 25 years of experience, Mr. Gusman will serve as the primary point of contact with Tulare County, maintaining open communication and ensuring client satisfaction. In addition, Jake will provide comprehensive oversight and leadership forthe project, including scheduling, budgeting, and resource allocation. He will ensure strict adherence to regulatory requirements and industry standards, offering his final engineering stamp of approval for all project deliverables. Project Manager (Habitat Restoration Engineer) Jessica Straub i Ms. Straub, a project manager and habitat restoration engineer with River f Focus Inc., has studied streams and rivers statewide in Alaska for the last five ears. She specializes in surveying,mapping,and analyzing existing and future Y p Y� g g waterway and floodplain conditions. Jess has six years of experience with AutoCAD and in Civil 3D, four years of experience in project management, and over two years of experience in hydraulic modeling and analysis. Contract No. FY2025-25, Approval Of The Kodiak Island Borough Advanced A... Page 262 of 318 AGENDA ITEM #14.A.1. f••T*r — 1� Project Technical Expert (Senior Hydrologist) Darren Bertrand, CFM (Certified Floodplain Manager) � As a technical expert and Senior Hydrologist, Mr. Bertrand will be part of the P day-to-day technical analysis and modeling related to the hydrologic and hydraulic tasks. He will work closely with the entire team including the Project Director and PM to deliver high quality Project Technical Expert (Senior Engineer) �. j Jon Viducich, P.E. (CA) "" f� Mr. Viducich will play a pivotal role in the project as Senior Project Engineer, providing his expertise to conduct hydrologic analysis, hydraulic modeling, scour calculations, and scour countermeasure design. He will collaborate closely with the Project Director and PM to move the project forward, to achieve project objectives and deliver high-quality results. Project Technical Expert (QA/QC Lead) Vicki Tripolitis Ms. Tripolitis brings 28 years of combined engineering and ecological expertise to River Focus as a Senior Hydraulic Engineer. With 19 years focused on water resources engineering, she specializes in hydraulic modeling, floodplain studies, and bridge scour analyses and countermeasures. Project Technical Expert (Water Resources Engineer) Haley Erickson, P.E. (WA, CO) Ms. Erickson brings over 7 years of progressive and diverse experience in her roles as an engineering consultant in California, a hydraulic engineer for large design -build construction projects throughout the US, and as a project manager at the regional flood control district serving the Denver metro area in Colorado. Her experience includes GIS analysis, hydrologic & hydraulic analysis and modeling, fish passage design, field investigations, and project management. Contract No. FY2025-25, Approval Of The Kodiak Island Borough Advanced A... Page 263 of 318 AGENDA ITEM #14.A.1. Relevant Work Los Penasquitos Lagoon Restoration — San Diego County 4 . River Focus performed extensive hydraulic and modeling to support the restoration of the Los Penasquitos Lagoon in San Diego County, California. The modeling analysis was focused on the development of floodplain enhancement and sediment collection areas, vegetated gabion structures, and freshwater channels through the lagoon. Using flood depth, flood inundation extents, and velocities results, the hydraulic modeling was r } used to evaluate the effectiveness of these design elements with regards to the reduction in flood elevations, and the movement of freshwater flows through the restoration areas within the lagoon. River Focus evaluated multiple sea level rise scenarios in the hydraulic modeling process. River Focus performed extensive sediment transport modeling of the mitigation design features. The sediment transport analysis results were used to estimate the average annual sediment transport to Los Penasquitos Lagoon as well as sediment removal rates of the floodplain enhancement features. The project also includes a FEMA CLOMR Submittal and support for environmental permitting. Contact name: David H, Pohl, Ph.D., P.E., San Diego County Email address and phone #: dhpohl@burnsmcd.com, (706) 497-3318 Tulare County Bridge Preventative Maintenance Program (BPMP) — Tulare County River Focus performed a comprehensive analysis of hydrology, hydraulics, and scour for 24 bridges in Tulare County, addressing observed streambed degradation, pier scour, and abutment scour. Using Bulletin 17C flood -frequency analyses, basin transfer equations, and regional regression equations, we determined design flows and assessed channel capacity. We developed HEC - RAS hydraulic models and computed scour depths following FHWA guidelines. Our analyses included long-term degradation and streambank stability assessments. Scour countermeasures, such as riprap and hydraulic drop structures, were designed for select bridges. Our results were presented clearly and comprehensively, enabling the multi -disciplinary team to confirm the need for the recommended scour countermeasures. Contact name: Sarah Holm, Dokken Engineering Email address and phone #: sarahholm@dokkenengineering.com, (916) 990-3034 Contract No. FY2025-25, Approval Of The Kodiak Island Borough Advanced A... Page 264 of 318 Santa Margarita River — Fish Passage and Bridge Replacement River Focus performed comprehensive hydrologic modeling of the Santa Margarita River watershed using HEC -HMS and completed flood -frequency analyses using HEC -SSP and USGS streamgage data. HEC -RAS 1-D and 2-D hydraulic models were developed for existing and proposed conditions, including a series of proposed bridge alternatives. The 2%, 1%, and 0.2% annual chance exceedance storm events were modeled, and flood inundation boundaries were developed. AGENDA ITEM #14.A.1. Proposed conditions 100 -year water surface elevations (WSEs) were compared with pre -project conditions to analyze impacts on WSEs due to the bridge. Sediment transport through the project reach and scour at the bridge were also evaluated for each bridge alternative. The scour analysis included an assessment of long-term bed degradation, contraction scour, bend scour, and pier scour. Fish passage was evaluated for the Southern Steelhead for both low and high flow scenarios. The project also included a FEMA CLOMR submittal. Contact name: Sandra Jacobson, Ph.D., California Trout Email address and phone #: siacobson@caltrout.org. (858) 414-1518 4. References Below are the references from respected colleagues who River Focus has collaborated with or is actively collaborating with. Name T Company Phone & E-mail Address Glenn R. Kuwaye, P.E. Wilson Okamoto 1-808-946-2277, 1907 South Beretania Corporation glenn@wilsonokamoto.com Street, Suite 400 Honolulu, Hawaii 96826 Shannon McCarty, HDR 1-830-302-6808, 3003 Oak Road, Suite 500 P.E. Shannon.McCarty@hdrinc.com Walnut Creek, CA 94597 Ben Meyers Kenai Watershed 1-907-232-0280, 44129 Sterling Hwy, Forum ben@kenaiwatershed.org Soldotna, AK 99669 Contract No. FY2025-25, Approval Of The Kodiak Island Borough Advanced A... Page 265 of 318 AGENDA ITEM #14.A.1. 5. Task Time and Cost Estimate ask# Description Hours Price 1 Project Management and Meetings (a) Kickoff meeting 4 $ 734 (b) Coordination and check in meetings with KIB 8 $ 1,351 (c) Analysis findings meeting with KIR 8 $ 1,351 (d) Presentation to Kodiak Public 6 $ 1,131 (e) Presentation to Kodiak Island Borough Assembly 6 $ 1,131 (f) Additional meetings or presentation for KIR 8 $ 1,351 Subtotal 40 $ 7,049 2 Data Collection (a) Desktop Reconnaissance 16 $ 2,702 (b) On Site Survey 30 $ 4,860 (c) Survey Data Management 30 $ 4,860 Subtotal 76 $ 12,422 3 Flood Mitigation Analysis (a) Perform Hydrologic Calculations 38 $ 6,417 (b) Hydrologic Analysis 38 $ 6,535 (c) Sea -Level Rise Analysis 30 $ 5,184 (d) Hydraulic Analysis 88 $ 15,096 (e) Flood Mitigation Analysis 72 $ 12,394 (fj BenefitCostAnalysis 52 $ 9,017 Subtotal 318 $ 54,643 4 Reporting and Presentations (a) Draft Report 52 $ 9,017 (b) Final Report 36 $ 6,314 (c) Presentation development 17 $ 3,164 Subtotal 105 $ 18,495 Total Hours 539 Subtotal - Nan -Labor Costs $ 92,609 Subtotal - Labor Costs $ 5,070 Subtotal - Labor and Non -Labor Costs I $ 97,679 Project Total I $ 97,679 If KIB requests additional high-resolution topography to complete the hydrology study, a quote for LiDAR is provided below. Task Description Hours Price LiDAR Data Collection (a) Desktop Reconnaissance 16 $ 2,702 (b) LiDAR Data Management 8 $ 1,296 Total Hours 24 Subtotal - Non -Labor Costs $ 3,998 Subtotal - LiDAR Data Collection and Product $ 100,450 Subtotal - Labor Costs $ 9,200 Subtotal - Labor and Non -Labor Costs $ 113,648 $ 113,648 Contract No. FY2025-25, Approval Of The Kodiak Island Borough Advanced A... Page 266 of 318 6. Proposed Schedule 1- Project Management Kickoff meeting 09/09/2024 Draft Report Meeting with KIB 03/17/2025 Final Report Meeting with KIB 06/30/2025 Presentation to Kodiak Public 09/2025 Presentation to KIB Assembly 09/2025 2 - Data Collection Desktop Reconnaissance 09/09/2024 Site Visit 11/04/2024 3 - Flood Mitigation Analysis Hydrologic Model/Analysis 12/16/2024 Sea -Level Rise Analysis 01/06/2025 Hydraulic Model/Analysis 01/27/2025 Flood Mitigation Alternatives 02/10/2025 Benefit -Cost Analysis 02/24/2025 4 - Reporting & Presentation Draft H&H Report 03/03/2025 Final Report 06/16/2025 Presentations TBD by KIB AGENDA ITEM #14.A.1. River Focus understands this project is a community priority project schedule with 100% final Hydrologic and Hydraulic Analysis for Russian Creek and Sargent Creek in Womens Bay to be completed 13 months from the project being awarded, September 2025. Given our experience with this type of project and familiarity with the region, this timeline is feasible. River Focus has ample professional and physical resources to provide the services required under this contract. We have the flexibility to accommodate changes in the project schedule and scope. All professional and technical personnel are accustomed to handling multiple projects. River Focus is readily available to KIB and its project partners for the project's duration. Contract No. FY2025-25, Approval Of The Kodiak Island Borough Advanced A... Page 267 of 318 AGENDA ITEM #14.A.1. Appendix A Resumes Contract No. FY2025-25, Approval Of The Kodiak Island Borough Advanced A... Page 268 of 318 AGENDA ITEM #14.8.1. KODIAK ISLAND BOROUGH STAFF REPORT OCTOBER 3, 2024 4 ' �s ASSEMBLY REGULAR MEETING SUBJECT: Resolution No. FY2025-06, Approval Of The Assembly Meeting Calendar For The Year 2025 ORIGINATOR: Irene Arellano, Assistant Clerk RECOMMENDATION: Move to adopt Resolution No. FY2025-06. DISCUSSION: Ordinance No. FY2018-12 mandates that the Assembly establish and adopt its meeting schedule for the upcoming year through a resolution. According to the code, the Assembly is required to convene in the borough assembly chambers located in the borough administration building in Kodiak, Alaska. Meetings are set to begin at 6:30 p.m. on the first and third Thursdays of each month, or at an alternative time and location as specified in the meeting notice. Should the Assembly choose to alter its meeting schedule from the designated first and third Thursdays in the Assembly Chambers, such changes are permissible provided that proper notice is given. In instances where a regular meeting coincides with a holiday or the eve of a holiday, the Assembly has the authority to advance, postpone, or cancel the meeting as deemed necessary. Additionally, if a quorum is not present or if there is minimal business to address, the Assembly may cancel the meeting and defer its agenda to the next regular session. Clerk's note: The Annual Alaska Municipal League Conference typically takes place during the second week of December, while the Annual Clerk's Conference is scheduled for May 18-21, 2025. ALTERNATIVES: FISCAL IMPACT: OTHER INFORMATION: KIBC 2.30.030 Types of meetings. A. Regular Meeting. The assembly shall meet in the borough assembly chambers, in the borough administration building, Kodiak, Alaska, and meetings are to commence at 6:30 p.m. on the first and third Thursdays of each month, or such other time and place as may be designated in the notice of the meeting. If the regular meeting day falls on a holiday or holiday eve, then the assembly may advance, postpone, or cancel the meeting as necessary. When the lack of a quorum of the assembly necessary for holding a meeting occurs, or when there is little or no business to be considered at a scheduled regular meeting, the assembly may cancel such meeting and hear its business at the next regular meeting. Public notice of changed meetings shall be made in at least one newspaper of general circulation in the borough. Meetings shall adjourn Kodiak Island Borough Resolution No. FY2025-06, Approval Of The Assembly Meeting Calendar For ... Page 269 of 318 KODIAK ISLAND BOROUGH STAFF REPORT OCTOBER 3, 2024 ASSEMBLY REGULAR MEETING at 10:30 p.m. unless the time is extended by a entitled. No meeting shall be extended beyond of the assembly, except the meeting shall resumption of the meeting. Kodiak Island Borough AGENDA ITEM #14.8.1. majority of the votes to which the assembly is 11 p.m., unless extended by a two-thirds vote )e extended to set the time and place for Resolution No. FY2025-06, Approval Of The Assembly Meeting Calendar For ... Page 270 of 318 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 AGENDA ITEM #14.6.1. KODIAK ISLAND BOROUGH RESOLUTION NO. FY2025-06 A RESOLUTION OF THE ASSEMBLY OF THE KODIAK ISLAND BOROUGH APPROVING THE ASSEMBLY MEETING CALENDAR FOR THE YEAR 2025 WHEREAS, the assembly routinely sets and adopts its meeting calendar for the following year by resolution; and WHEREAS, KIBC 2.30.030 further states that if a regular meeting falls on a holiday or holiday eve the assembly may advance, postpone, or cancel meetings as necessary; and when the lack of a quorum for holding a meeting occurs, or when there is little or no business to be considered, the assembly may cancel such meeting and hear its business at the next regular meeting. NOW, THEREFORE, BE IT RESOLVED BY THE ASSEMBLY OF THE KODIAK ISLAND BOROUGH that: Section 1. Adoption of Meeting Calendar: The Assembly Meeting Calendar for the Year 2025, attached as Appendix A to this resolution and incorporated herein by reference, is approved. Section 2. Revisions to Meeting Calendar. The Assembly may call or schedule additional meetings, or may advance, postpone, or cancel meetings by motion or as otherwise authorized in KIBC 2.30.030 when necessary. ADOPTED BY THE ASSEMBLY OF THE KODIAK ISLAND BOROUGH THIS DAY OF , 2024 KODIAK ISLAND BOROUGH Scott Arndt, Mayor VOTES: Ayes: Noes: Kodiak Island Borough, Alaska Nova M. Javier, MMC, Borough Clerk Resolution No. FY2025-06 Page 1 of 1 Resolution No. FY2025-06, Approval Of The Assembly Meeting Calendar For ... Page 271 of 318 Ko diak Island Borough 2025 Annual Calendar January Sunday Monday Tuesday Wednesday Thursday Friday Saturday 1 2 1 1 2 3 4 6 7 8 New Year's Day R 11 12 5 6 7 8 9 10 11 20 21 22 P&Z W 24 25 26 12 13 14 15 16 17 18 16 17 18 P&Z R R 21 22 19 20 21 22 23 24 25 23 Martin Luther King Jr. Day 25 26 27 28 29 26 27 28 29 30 31 31 April Sunday Monday Tuesday Wednesday Thursday Friday Saturday 1 2 1 2 3 R 4 5 6 7 8 9 P&Z W 10 11 12 13 14 15 16 P&Z R 17 R 18 19 20 21 22 23 24 25 26 27 28 29 30 31 31 17 July Sunday Monday Tuesday Wednesday Thursday Friday Saturday 1 2 1 2 1 3 R 4 Independence Day 5 6 7 8 9 P&Z W 10 11 12 13 14 15 16 P&Z R 17 R 18 19 20 21 22 23 24 25 26 27 28 29 30 31 31 17 October Sunday Monday Tuesday Wednesday Thursday Friday Saturday 1 2 3 1 2 R 3 4 5 6 7 E 8 P&z w 9 10 11 12 13 14 15 P&Z R 16 R 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 17 Assembly Meetings R Regular Meeting W Work Session Borou MLK Day President's Day Seward's Day Planninc P&Z R P&Z W February Sunday Monday Tuesday Wednesday Thursday Friday Saturday 1 2 3 4 1 2 1 2 3 4 5 6 7 8 4 5 6 7 R 9 10 9 10 11 12 13 14 15 11 12 13 P&Z W W 16 17 16 17 18 19 20 21 22 18 President's Day 20 P&Z R R 23 24 23 24 25 26 27 28 29 25 26 27 28 W 30 31 May Sunday Monday Tuesday Wednesday Thursday Friday Saturday 1 2 3 4 1 2 3 3 4 5 6 R 8 9 4 5 6 7 8 9 10 17 BOE R 19 20 P&Z R W 22 23 11 12 13 14 15 16 17 16 17 18 P&z w R 21 22 18 19 20 21 22 23 24 2324 24j/Day 25 P&Z R 27 28 29 25 26 27 28 29 30 31 Memorial Day August Sunday Monday Tuesday Wednesday Thursday Friday Saturday 1 2 3 4 5 R 1 2 3 4 5 6 7 R 8 9 10 11 12 13 P&Z W 14 W 15 16 17 18 19 20 P&Z R 21 R 22 23 24 31 25 26 27 28 W 29 30 November Sunday Monday Tuesday Wednesday Thursday Friday Saturday 1 2 3 4 5 R 6 1 2 3 4 5 6 7 8 15 16 17 18 P&Z R R 20 21 9 10 11 12 13 14 15 29 30 Veteran's Day P&Z W W 19 20 16 17 18 19 20 21 22 21 22 23 P&Z R R 26 27 2324 24j/Day 25 26 27 28 29 3 O 29 30 Thanksgiving Day Thanksgiving Friday (Boro Holiday) Zonina Meetin Regular Meeting Work Session Board of Equalization BOE R Regular Meeting Elections E — Local Election h is Closed in Observance of: Memorial Day Juneteenth Independence Day Labor Day Veteran's Day Thanksgiving Day Thanksgiving Friday Christmas Day New Years Day March Sunday Monday Tuesday Wednesday Thursday Friday Saturday 1 2 3 4 5 R 6 1 2 3 4 5 6 7 8 15 16 17 18 P&Z R R 20 21 9 10 11 12 13 14 15 29 30 16 P&Z W W 19 20 16 17 18 19 20 21 22 21 22 23 P&Z R R 26 27 23 24j/Day 25 26 27 28 29 30 29 30 W June Sunday Monday Tuesday Wednesday Thursday Friday Saturday 1 2 3 4 5 R 6 7 8 9 10 11 P&Z W 12 13 14 15 16 17 18 P&Z R 19 Juneteenth Observed 20 21 22 23 24 25 26 27 28 29 30 16 17 18 19 20 September Sunday Monday Tuesday Wednesday Thursday Friday Saturday 1 2 1 3 1 4 1 5 1 6 7 Labor Day 9 10 P&Z W R 12 13 7 8 9 10 11 12 13 21 22 23 P&Z W 25 Christmas Day 26 27 14 15 16 17 18 19 20 P&Z R R 21 22 23 24 25 26 27 W 28 29 30 December Sunday Monday Tuesday Wednesday Thursday Friday Saturday 1 2 3 1 4 1 5 1 6 7 8 9 10 P&Z W 11 12 13 14 15 16 17 P&Z R 18 R 19 20 21 22 23 24 25 Christmas Day 26 27 28 29 30 31 AGENDA ITEM #14.6.1. Resolution No. FY2025-06, Approval Of The Assembly Meeting Calendar For ... Page 272 of 318 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 AGENDA ITEM #14.8.1. Introduced by: KIB Assembly Drafted by: Borough Mayor/Manager Introduced on: 10/19/2017 Amended on: 10/19/2017 Public Hearing Date: 11/02/2017 Adopted on: 11/02/2017 KODIAK ISLAND BOROUGH ORDINANCE NO. FY2018-12 AN ORDINANCE OF THE ASSEMBLY OF THE KODIAK ISLAND BOROUGH AMENDING TITLE 2 ADMINISTRATION AND PERSONNEL CHAPTER 2.30 RULES OF THE ASSEMBLY SECTION 2.30.030 TYPES OF MEETINGS TO ALLOW THE ASSEMBLY TO SET AND ADOPT ITS MEETING CALENDAR FOR THE FOLLOWING YEAR BY RESOLUTION WHEREAS, KIBC states when, where, and time when the assembly shall meet and there is a desire to amend the code to allow for flexibility when scheduling when and where meetings should be held as long as sufficient public notice is given; and WHEREAS, there may be times that there are other suitable places to conduct the assembly meetings; and WHEREAS, it is beneficial to properly plan in advance for holidays and/or if it is determined that a quorum will not be present to conduct business; and NOW, THEREFORE, BE IT ORDAINED BY THE ASSEMBLY OF THE KODIAK ISLAND BOROUGH THAT: Section 1: This ordinance is of a general and permanent nature and shall become a part of the Kodiak Island Borough Code of Ordinances. Section 2: That sections 2.30.030 of the Kodiak Island Borough Code of Ordinances is amended to read as follows: 2.30.030 Types of meetings. A. Regular Meeting. The assembly shall meet in the borough assembly chambers, in the borough administration building, Kodiak, Alaska, and meetings are to commence at 6:30 p.m. on the first and third Thursdays of each month, or such other time and place as may be designated in the notice of the meeting. If the regular meeting day falls on a holiday or holiday eve, then the Assembly may advance, postpone, or cancel the meeting as necessary. When the lack of a quorum of the Assembly necessary for holding a meeting occurs, or when there is little or no business to be considered at a scheduled regular meeting. the Assembly may cancel such meeting and hear its business at the next regular meetin . Public notice of changed meetings shall be made in at least one newspaper of general circulation in the borough. Meetings shall adjourn at 10:30 p.m. unless the time is Kodiak Island Borough, Alaska Ordinance No. FY2018-12 Deletion — Red, Strikeout Page 1 of 2 Insertion — Bold, Blue, Underlined Resolution No. FY2025-06, Approval Of The Assembly Meeting Calendar For ... Page 273 of 318 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61 62 63 64 65 66 AGENDA ITEM #14.8.1. extended by a majority of the votes to which the assembly is entitled. No meeting shall be extended beyond 11 p.m., unless extended by a two-thirds vote of the assembly, except the meeting shall be extended to set the time and place for resumption of the meeting. Effective Date: This ordinance takes effect upon adoption. (Note: KIBC 2.30.070 states an ordinance takes effect upon adoption or at a later date specified in the ordinance.) ADOPTED BY THE ASSEMBLY OF THE KODIAK ISLAND BOROUGH THIS SECOND DAY OF NOVEMBER, 2017. KODIAK ISLAND BOROUGH Daniel A. Rohrer, Mayor ATTEST: Nova M. Javier, MMC, C10'rk UNANIMOUS VOTE: Ayes: Crow, Kavanaugh, Schroeder, Skinner, Smiley, Symmons, Van Daele Kodiak Island Borough, Alaska Deletion — Red, Strikeout Insertion — Bold, Blue, Underlined Ordinance No. FY2018-12 Page 2 of 2 Resolution No. FY2025-06, Approval Of The Assembly Meeting Calendar For ... Page 274 of 318 AGENDA ITEM #14.6.2. KODIAK ISLAND BOROUGH STAFF REPORT OCTOBER 3, 2024 4 ' �s ASSEMBLY REGULAR MEETING SUBJECT: Resolution No. FY2025-07, Designating The Individual Who Will Serve As The Designated Administrative Official During The Absence Or Disability Of The Kodiak Island Borough Manager ORIGINATOR: Aimee Williams, Borough Manager RECOMMENDATION: Move to adopt Resolution No. FY2025-07. DISCUSSION: The Assembly recently adopted Ordinance No. FY2025-07 on September 19, 2024, which amended sections of the code pertaining to the role, responsibilities, and pay incentives of the administrative official. It is appropriate to adopt a new resolution which would designate the individual who will serve as the administrative official during the absence or disability of the Kodiak Island Borough manager. Borough Manager Aimee Williams nominates Engineering and Facilities Director David "Dave" Conrad to serve as the designated administrative official during her absence. A separate resolution will be presented to the Assembly which will appoint a temporary administrative official during the manager's absence and that of the designated administrative official. ALTERNATIVES: FISCAL IMPACT: OTHER INFORMATION: KIBC 2.45.030 Powers and duties. The manager, as the chief administrative officer, is responsible for the proper administration of all borough affairs. The manager shall: B. Nominate an administrative official, subject to designation by assembly resolution confirming the nomination, to act as manager during the manager's absence or disability. KIBC 2.45.080 Administrative Official — Nomination and Designation. The administrative official is nominated by the borough manager and designated by assembly resolution confirming the nomination to act as manager during the manager's absence or disability. KIBC 2.45.090 Administrative Official — Preferred Qualifications. 1. A full-time employee of the Kodiak Island Borough for a minimum of two years; 2. Meets the qualifications by education and experience of the office to which the Kodiak Island Borough Resolution No. FY2025-07, Designating The Individual Who Will Serve As T... Page 275 of 318 AGENDA ITEM #14.6.2. KODIAK ISLAND BOROUGH STAFF REPORT OCTOBER 3, 2024 4 ' �s ASSEMBLY REGULAR MEETING employee holds; 3. Physically located in Kodiak during the appointment and throughout the duration of the appointment; and 4. Meets the qualifications outlined in the Emergency Operations/Management Plan to conform to the required training throughout the year. KIBC 2.45.100 Administrative Official — Duties. The designated administrative official shall oversee the management of the borough's administrative affairs, ensuring the continuity of policies and procedures enacted by the borough manager. The administrative official shall have only those powers necessary to deal with borough administrative affairs until the manager's return. The administrative official will not have the authority to hire or terminate any employee while acting on a temporary duty. The administrative official will not have the authority to enter into any contracts or agreements not already dated before the manager's departure. KIBC 2.45.110 Administrative Official — Compensation. The designated administrative official shall receive increased compensation for the time assigned as the administrative official not more than the manager's leave. Increased compensation shall be a ten percent above base salary prorated for the administrative official's duties. (Example: $105,000 base rate * 10% _ $10,500/2080 hours in a work year = $5.05 /hr. extra per hour worked/assigned as the administrative official {$202/week)). Kodiak Island Borough Resolution No. FY2025-07, Designating The Individual Who Will Serve As T... Page 276 of 318 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 AGENDA ITEM #14.6.2. CORRECTED VERSION KODIAK ISLAND BOROUGH RESOLUTION NO. FY2025-07 A RESOLUTION OF THE ASSEMBLY OF THE KODIAK ISLAND BOROUGH DESIGNATING THE INDIVIDUAL WHO WILL SERVE AS THE DESIGNATED ADMINISTRATIVE OFFICIAL DURING THE ABSENCE OR DISABILITY OF THE KODIAK ISLAND BOROUGH MANAGER WHEREAS, it is essential to establish a definitive procedure for administration to address emergencies or urgent matters during the absence or disability of the Borough manager; and WHEREAS, KIBC 2.45.080 states that the administrative official is nominated by the Borough manager and designated by assembly resolution confirming the nomination to act as manager during the manager's absence or disability; and WHEREAS, Borough Manager Aimee Williams nominates Engineering and Facilities Director David Conrad to serve as the designated administrative official during her absence or disability. NOW, THEREFORE, BE IT RESOLVED BY THE ASSEMBLY OF THE KODIAK ISLAND BOROUGH that Engineering and Facilities Director Dave Conrad is officially designated and confirmed to be the designated administrative official who is authorized to act and serve as manager during the manager's absence or disability, and he shall perform the official duties as outlined in KIBC 2.45.100. NOW, THEREFORE, BE IT FURTHER RESOLVED that compensation, as outlined in KIBC 2.45.110, will be provided to the designated administrative official for fulfilling the additional responsibilities associated with the assignment when called upon to fulfill the duties of the manager's position. ADOPTED BY THE ASSEMBLY OF THE KODIAK ISLAND BOROUGH THIS DAY OF OCTOBER, 2024 KODIAK ISLAND BOROUGH Scott Arndt, Borough Mayor VOTES: Ayes: Noes: Resolution No. FY2025-07 ATTEST: Nova M. Javier, MMC, Borough Clerk Page 1 of 1 Resolution No. FY2025-07, Designating The Individual Who Will Serve As T... Page 277 of 318 AGENDA ITEM #14.6.3. KODIAK ISLAND BOROUGH STAFF REPORT OCTOBER 3, 2024 4 ' �s ASSEMBLY REGULAR MEETING SUBJECT: Resolution No. FY2025-08, Designating The Individual Who Will Serve As The Temporary Administrative Official During The Absence Or Disability Of The Borough Manager And Designated Administrative Official ORIGINATOR: Aimee Williams, Borough Manager RECOMMENDATION: Move to adopt Resolution No. FY2025-08. DISCUSSION: The Assembly recently adopted Ordinance No. FY2025-07 on September 19, 2024, which amended sections of the code pertaining to the role, responsibilities, and pay incentives of the administrative official. Borough Manager Aimee Williams nominated Engineering and Facilities Director David "Dave" Conrad to serve as the designated administrative official during her absence. This separate resolution is presented to the Assembly to appoint a temporary administrative official during the manager's absence and that of the designated administrative official. ALTERNATIVES: FISCAL IMPACT: OTHER INFORMATION: KIBC 2.45.030 Powers and duties. The manager, as the chief administrative officer, is responsible for the proper administration of all borough affairs. The manager shall: B. Nominate an administrative official, subject to designation by assembly resolution confirming the nomination, to act as manager during the manager's absence or disability. KIBC 2.45.080 Administrative Official — Nomination and Designation. The administrative official is nominated by the borough manager and designated by assembly resolution confirming the nomination to act as manager during the manager's absence or disability. KIBC 2.45.090 Administrative Official — Preferred Qualifications. 1. A full-time employee of the Kodiak Island Borough for a minimum of two years; 2. Meets the qualifications by education and experience of the office to which the employee holds; 3. Physically located in Kodiak during the appointment and throughout the duration of the appointment; and 4. Meets the qualifications outlined in the Emergency Operations/Management Plan to Kodiak Island Borough Resolution No. FY2025-08, Designating The Individual Who Will Serve As T... Page 278 of 318 AGENDA ITEM #14.6.3. KODIAK ISLAND BOROUGH STAFF REPORT OCTOBER 3, 2024 ASSEMBLY REGULAR MEETING conform to the required training throughout the year. KIBC 2.45.100 Administrative Official — Duties. The designated administrative official shall oversee the management of the borough's administrative affairs, ensuring the continuity of policies and procedures enacted by the borough manager. The administrative official shall have only those powers necessary to deal with borough administrative affairs until the manager's return. The administrative official will not have the authority to hire or terminate any employee while acting on a temporary duty. The administrative official will not have the authority to enter into any contracts or agreements not already dated before the manager's departure. KIBC 2.45.110 Administrative Official — Compensation. The designated administrative official shall receive increased compensation for the time assigned as the administrative official not more than the manager's leave. Increased compensation shall be a ten percent above base salary prorated for the administrative official's duties. (Example: $105,000 base rate * 10% _ $10,500/2080 hours in a work year = $5.05 /hr. extra per hour worked/assigned as the administrative official {$202/week)). Kodiak Island Borough Resolution No. FY2025-08, Designating The Individual Who Will Serve As T... Page 279 of 318 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 AGENDA ITEM #14.6.3. CORRECTED VERSION KODIAK ISLAND BOROUGH RESOLUTION NO. FY2025-08 A RESOLUTION OF THE ASSEMBLY OF THE KODIAK ISLAND BOROUGH DESIGNATING THE INDIVIDUAL WHO WILL SERVE AS THE TEMPORARY ADMINISTRATIVE OFFICIAL DURING THE ABSENCE OR DISABILITY OF THE BOROUGH MANAGER AND THE DESIGNATED ADMINISTRATIVE OFFICIAL WHEREAS, it is essential to establish a definitive procedure for administration to address emergencies or urgent matters during the absence or disability of the Borough manager and the designated administrative official; and WHEREAS, a temporary administrative official is necessary when both Manager and the designated administrative official are unable to fulfill the duties of the Manager's position; and WHEREAS, Borough Manager Aimee Williams nominates Assessing Department Director Seema Garoutte to serve as the temporary administrative official during the concurrent absence or disability of both the manager and the designated administrative official. NOW, THEREFORE, BE IT RESOLVED BY THE ASSEMBLY OF THE KODIAK ISLAND BOROUGH that Assessing Department Director Seema Garoutte is officially designated and confirmed to fulfill the role of manager in the absence or disability of both the manager and the designated administrative official. She will carry out the official duties as specified in KIBC 2.45.100. NOW, THEREFORE, BE IT FURTHER RESOLVED that: 1. The authority granted by this designation is valid solely during the concurrent absence or disability of both the Borough manager and the designated administrative official, or until the Assembly appoints a new temporary administrative official. 2. The authority granted by this designation is valid only until either the Borough manager or the current designated administrative official resumes their duties. 3. Compensation, as outlined in KIBC 2.45.110, will be provided to the temporary administrative official for fulfilling the additional responsibilities associated with the temporary assignment when called upon to fulfill the duties of the manager's position. ADOPTED BY THE ASSEMBLY OF THE KODIAK ISLAND BOROUGH ir:169 KODIAK ISLAND BOROUGH Scott Arndt, Borough Mayor VOTES: Ayes: Noes: Resolution No. FY2025-08 DAY OF OCTOBER, 2024 ATTEST: Nova M. Javier, MMC, Borough Clerk Page 1 of 1 Resolution No. FY2025-08, Designating The Individual Who Will Serve As T... Page 280 of 318 AGENDA ITEM #14.C.1. KODIAK ISLAND BOROUGH STAFF REPORT OCTOBER 3, 2024 4 ' �s ASSEMBLY REGULAR MEETING SUBJECT: Ordinance No. FY2025-03, An Ordinance Of The Assembly Of The Kodiak Island Borough Amending Title 8 Health And Safety Chapter 8.25 Solid Waste Collection And Disposal To Clarify Language And Requirements For Solid Waste Services ORIGINATOR: Dave Conrad, E&F Director/Admin Official RECOMMENDATION: Move to advance Ordinance No. FY2025-03 to public hearing at the next regular meeting of the Assembly. DISCUSSION: The Kodiak Island Borough Assembly established the Solid Waste Contract Committee (SWCC) with Resolution No. FY2024-12 to evaluate, develop, and clarify inconsistencies and ambiguities present in the current solid waste contract. During their evaluation and research, SWCC discovered that the discrepancies and vagueness in the contract were also present in KIBC 8.25 Solid Waste Collection and Disposal. The SWCC held a meeting on June 4, 2024, where they approved and moved to present a second amendment to the Solid Waste Contract to the Assembly. During this meeting the Borough Manager indicated that the next step following the second amendment would be to update and clarify the KIBC 8.25 to ensure consistency in verbiage. This alignment across multiple platforms will aid the public in understanding their responsibilities and roles regarding solid waste management. The SWCC held a meeting on August 28, 2024, to review the edits provided by the Borough Attorney. Summary of Changes to KIBC 8.25: Updated Titles of Sections for Easier Understanding General Formatting Changes Definition Modifications Removal of Unnecessary/Ambiguous Language Added Clarification to Processes ALTERNATIVES: FISCAL IMPACT: OTHER INFORMATION: Kodiak Island Borough Ordinance No. FY2025-03, An Ordinance Of The Assembly Of The Kodiak Isla... Page 281 of 318 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 AGENDA ITEM #14. C.1. KODIAK ISLAND BOROUGH ORDINANCE NO. FY2025-03 AN ORDINANCE OF THE ASSEMBLY OF THE KODIAK ISLAND BOROUGH AMENDING TITLE 8 HEALTH AND SAFETY CHAPTER 8.25 SOLID WASTE COLLECTION AND DISPOSAL TO CLARIFY LANGUAGE AND REQUIREMENTS FOR SOLID WASTE SERVICES WHEREAS, the procedures set forth in Chapter 8.25 of the Kodiak Island Borough Code should be updated to clarify the language and requirements of the public for solid waste services; and WHEREAS, the Kodiak Island Borough Assembly established the Solid Waste Contract Committee (SWCC) to evaluate, develop, and clarify inconsistencies and ambiguities present in the current solid waste contract; and WHEREAS, the SWCC, during their evaluation and research, discovered that the discrepancies and vagueness in the contract were also present in KIBC 8.25; and WHEREAS, the SWCC, at their meeting on June 4, 2024, approved the final draft of the second amendment and moved for it to be presented to the Assembly; and WHEREAS, the Borough Manager and the SWCC discussed the next step for clarification for the public would be to update and clarify the language in KIBC 8.25. NOW, THEREFORE, BE IT ORDAINED BY THE ASSEMBLY OF THE KODIAK ISLAND BOROUGH that: Section 1: This ordinance is of a general and permanent nature and shall become a part of the Kodiak Island Borough Code of Ordinances. Section 2: That Section 1.20.050, Fine Schedule, of the Kodiak Island Borough Code of Ordinances is amended to modify the references for violation of KIBC 8.25.070(B) to read as follows: KIBC 8.25.070(B)(32)(bc)ISolid Waste Storaae and Set Out (1st offense) 1$50 Section 3: That Section 8.25 Solid Waste Collection and Disposal of the Kodiak Island Borough Code of Ordinances is amended to read as follows: Ordinance No. FY2025-03 Page 1 of 20 Ordinance No. FY2025-03, An Ordinance Of The Assembly Of The Kodiak Isla... Page 282 of 318 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61 62 63 64 65 66 67 68 69 70 71 72 73 74 75 76 77 78 79 AGENDA ITEM #14. C.1. Chapter 8.25 SOLID WASTE COLLECTION AND DISPOSAL Sections: 8.25.010 Purpose. 8.25.020 Definitions. 8.25.030 Constructionw Interpretations. 8.25.040 Solid Wwaste Aaccumulation and Pprevention of Nouisance. 8.25.050 Litter. 8.25.060 Solid _Wwaste Ceollection Sservice. 8.25.070 Solid _Wwaste Sstorage and Sset-Oeut Sites. 8.25.080 . Contract Hauler Refusal of Service. 8.25.090 Billing and collection-. For Contract Hauler Services. 8.25.100 Transportation of Solid Waste. 8.25.110 Proper Disposal of Ssolid Wwaste. 8.25.120 Disposal of Hhazardous and Ttoxic Wwastes:—Used Mmotor Ooil or— Electronic Wwaste. 8.25.130 Prohibition on Bburning of Ssolid Wwaste. 8.25.140 Solid _Wwaste Contract Hauler Only. handling sepfin^c. 8.25.150 General CEonditions of Sservice. 8.25.160 Prohibition of Sscavenging and Ttampering. 8.25.170 Ownership. 8.25.180 Baler Ffacility and Ssanitary Llandfill. 8.25.190 User Ffee Sschedule. 8.25.200 Prohibited Ddisposal. 8.25.210 Applicability of Ffederal, Sstate, and Llocal Ssolid Wwaste Llaw. 8.25.220 Administration, limplementation, and Eenforcement. 8.25.230 Repealed. 8.25.240 Violations, Eenforcement Aactions and Rfemedies. 8.25.010 Purpose. As authorized by AS 29.35.210(a)(4), the purpose of this chapter is to regulate the management of municipal solid waste, including storage, collection, processing, recovery, and disposal of solid waste, for the following reasons: A. To protect the public safety, health, and welfare of the people of the borough; B. To protect, preserve, and enhance the environment of the people of the borough; and C. To provide fiscally responsible solid waste management. 8.25.020 Definitions. In this chapter, each of the following terms has the respective corresponding meaning: "Account Holder" means the owner of a premises, or the person or entity identified by the owner as being the responsible party for the unit(s) payment for the required solid waste collection services available to a residential or commercial customer. When the account Ordinance No. FY2025-03 Page 2 of 20 Ordinance No. FY2025-03, An Ordinance Of The Assembly Of The Kodiak Isla... Page 283 of 318 AGENDA ITEM #14. C.1. 80 holder is a person or entity other than the owner, they may be referred to as the "authorized 81 account holder". 82 "Bear cart" means a cart designed to be resistant to opening by bears. 83 , 84 -as; these haviRg a three tG eight yaFd GapaGity, semetimes referred- te- as -;; "d-i-impster." 85 "Borough landfill' means the landfill owned by the borough. 86 "Bulky item(s)" means any large item of solid waste that will not fit through a dumpster or roll 87 off container door or opening that is generated at a unit and discarded at the borough 88 landfill. For purposes of on-call or specially scheduled bulky item pickup, bulky item shall 89 include any item which can be safely lifted by two individuals using a dolly, generated at 90 residential premises or at a set out site. s determined frem time +e time by the manager, 91 whiGh GaR be safely lifted by two iRdividuals USiRg a dolly, geRerated at resideRtial premises and 92 dionar,ded at r sidestial set _out sates ,nh as the felle,. i W. 93 1. FurnituFe, 'RGl6id:ngmett-a; desks a„d-storageGab:,aets; 94 2. RaRes and 95 3. Teleuisiens; 96 4. Large appliaRGes, 'RGluding washers, driers, refrigeraters, freezers, dishwashers and 97 steues; 98 5. Toys, bikes, and aismaRtled sw;,;g sets; 99 AwA MAwpri.; ;;Ad .;AA;Ao hlAwersv ith Re gas er effil 'R them, up to four auto or pickup tires 100 ver G 1stemer ea..h valenrlar month with rorns rprnAved; aR d 101 7. AlYi+em ether than lumber, that n n he n. rF er breken dewn meeting the fe lewing 102 103 a. Net lGRger than fe, it fee+ in leRgth; nnr! 104 b. WeighiRgRe more than 7, ,ds: 105 "Q„IL„ i+emc" Agee net me n the fel10WiRgm 106 107 epee +ienT 108 2. BUnaled yard waste, braRGhes; 109 , 110 4.epretp a„aaSplrl 111 5. BFiGk blOGk and ste%� 112 6, R-amilreact,ieS-0r�.lrnr type of retammgwall +irmh er� 113 7. Remedel;ng debris, GlUdirng shingles; 114 8. GaFpet+RW, 115 g. SiRkS, GGRGrete la„n,dn,+ubs, and Gast 'FOR plumbiRg;i,xtures; 116 1Q. I.A.1 0n,a�.,SaA,d�As 117 11. 118 119 . Ordinance No. FY2025-03 Page 3 of 20 Ordinance No. FY2025-03, An Ordinance Of The Assembly Of The Kodiak Isla... Page 284 of 318 120 121 122 123 124 125 126 127 128 129 130 131 132 133 134 135 136 137 138 139 140 141 142 143 144 145 146 147 148 149 150 151 152 153 154 155 156 AGENDA ITEM #14. C.1. "C&D (construction and demolition) debris" means any solid waste diSGarded i^ r,,,., Asters or roH- nff nnn+"inorc thatdet thethe r.AAtr,r.+ h",l,,. generated ata construction site either residential or commercial must be collected under the on-call temporary dumpster and roll -off collection service section of the approved collection contract. Examples of such items are the following: SUGh as the fGl1GWiRg: 1. Bundled yard waste, branches; 2. Sod, soil and rock; 3. Broken concrete and asphalt; 4. Brick, block, and stone; 5. Railroad ties or similar type of retaining wall timbers; 6. Remodeling debris; 7. Carpeting; 8. Sinks, concrete laundry tubs and cast-iron plumbing fixtures; 9. Windows and doors; and 10. Lumber. "Cart" or "Roll -Cart" means a wheeled receptacle for storing solid waste that can be emptied by either semi- or fully -automated vehicles. "Collection contract" means the contract described between the contract hauler and the borough for collection of solid waste and transportation to the borough landfill. "Collection service area" means all premises and all units on or within a premises accessible via roads maintained by the state of Alaska, the borough, the city of Kodiak, or the U.S. government, in and around Kodiak City and within the boundaries of the borough, except for the USCG facilities and past milepost one of Anton Larsen Road. "Commercial Account" means a premises or unit that is or would be required to be, serviced by a dumpster. This includes premises used for commercial purposes, premises with more than three residential units, premises with more than three units of any type, and premises which requires a dumpster for solid waste services for any reason. Premises serviced by four roll carts due to lack of space for a dumpster shall be considered commercial. Commercial premises or unit which qualify under the solid waste collection contract for service less than four roll carts shall be treated as residential container for purposes of this chapter. "Commercial Customer" means the owner or authorized account holder of a premises or unit receivina commercial solid waste collection services. Ordinance No. FY2025-03 Page 4 of 20 Ordinance No. FY2025-03, An Ordinance Of The Assembly Of The Kodiak Isla... Page 285 of 318 157 158 159 160 161 162 163 164 165 166 167 168 169 170 171 172 173 174 175 176 177 178 179 180 181 182 183 184 185 186 187 188 189 AGENDA ITEM #14. C.1. "Compactor" means a receptacle containing a ram that pushes and compresses waste into a container or bale. "Container" means any type of storage receptacle for solid waste; cart, roll -cart, dumpster, or roll -off. "Contract hauler" means the contractor under the municipal solid waste collection contract. "Customer" or "Customer Account" means the person or entity whose name and billing information is associated with the solid waste service beina provided at a unit. either residential or commercial. "Customer Count" is used to calculate the annual fee adjustment for solid waste collection rates for the following contract year. The equation is as follows: number of residential customer accounts plus the number of commercial containers in service. For residential units serviced by self -haul or roll -cart, the customer count is defined by the number of residential customer accounts in service. For a commercial unit serviced by self -haul or roll -cart, the service or container will be counted towards the residential customer accounts number. For commercial units serviced by two -yard front load dumpsters or larger, the customer count is calculated by the number of containers that are in sarviCB_ "Dead animal" means the carcass from an animal, large or small, except part of an animal used for food or other beneficial purpose in accordance with federal, state, or local laws and regulations. Does not include fish or other primarily aquatic animal. "Disposal" or "dispose" means the act or action of discarding solid waste. "Dumpster" means a receptacle for storing solid waste that is picked up with front-end loading vehicles, such as those having a two -to -eight -yard capacity. "Hazardous or toxic waste" means any material that meets the definition of 40 C.F.R. 261 and AS 46.03.900, such as poisons, pesticides, acids, batteries, caustics, infectious or pathological wastes, radioactive materials, explosive or highly flammable materials, oil and petroleum products, and burning or smoldering materials. "Household hazardous waste" means hazardous waste generated atee residential premises or unit. Ordinance No. FY2025-03 Page 5 of 20 Ordinance No. FY2025-03, An Ordinance Of The Assembly Of The Kodiak Isla... Page 286 of 318 AGENDA ITEM #14. C.1. 190 "Manager" means the borough manager or designee 191 "Multifamily" describes people, such as customers, places, such as premises, or thiRgs, SuGh as 192 . 193 "Multifamily premises" meaRS premises that are ROt resideRtial premises, and therefore GGRtaiRS 194 four eF more dwelling units, inGluding , artmeRt , ple„es and trailer ,.OUFts 195 "Owner" means each person or entity identified as holding the title of ownership for a 196 premises or unit. The owner is the responsible party for the unit(s) signing up for a solid 197 waste services account and maintaining that account in good standing with the contract 198 hauler. Owners of multiple premises or units will have more than one account. 199 "Premises" means a tract of land with a building or buildings that generate solid waste which 200 are habitable and located in the contract service area and are safely accessible by vehicles. 201 . 202 "Recyclables" means materials which can be reprocessed, reconditioned, or adapted to use again 203 or for a new use or function. 204 "Residential Account" means a premises or unit that is designed to be a dwelling and that 205 is not included in a commercial account serviced by a dumpster. Residential accounts are 206 serviced by either roll -cart or self -haul services. 207 "Residential Customer" means the owner or authorized account holder of a premises or 208 unit receiving residential solid waste service. 209 . 210 1. it contaiRG ., e two or throe dwellingr,it(s); and 211 2. EaGh dwelling unit is GGGUpied by related iRdividuals, er by five GF feWeF URrelated 212 Vis. 213 "Roll -off' means an open -topped rectangular receptacle for storage, collection, and transport of 214 solid waste that is rolled on and off flatbed collection vehicles via winches or reeving cylinders 215 (hooks). 216 "Scavenging" means the controlled removal of waste materials for recycling or reuse. 217 "Self -Haul" means a residential customer who hauls their own solid waste to a public roll - 218 off dumpster site location and/or the borough landfill. Commercial self -haul is a 219 commercial customer that hauls their own solid waste to the borough landfill. 220 "Sewage solids" means waste that passes the paint filter test, EPA Test Method 9095, published 221 in Test Methods for Evaluating Solid Waste, Physical/Chemical Methods, SW- 846, adopted by Ordinance No. FY2025-03 Page 6 of 20 Ordinance No. FY2025-03, An Ordinance Of The Assembly Of The Kodiak Isla... Page 287 of 318 222 223 224 225 226 227 228 229 230 231 232 233 234 235 236 237 238 239 240 241 242 243 244 245 246 247 248 249 250 251 252 253 254 255 256 AGENDA ITEM #14. C.1. reference in 18 AAC 60.365, and has been removed from a wastewater treatment system, sewer, septic tank, or other wastewater handling equipment; "sewage solids" includes lagoon dredge, sewer cleanout waste, barscreen grit, and wastewater treatment sludge. "Sharing of a Dumpster" means a dumpster on a premises that has multiple units, and the dumpster is shared between the owners and/or account holders of the units. Owners and/or account holders that elect to share a dumpster need to do so with a written agreement between themselves and the contract hauler. See section 8.25.070.D. "Sole Purpose Dumpster" means a dumpster that is rented from the contract hauler by a customer in which only one type or category of solid waste is allowed to be deposited. See section 8.25.060.8. "Solid waste" means "municipal solid waste" as defined in AS 46.03.900. "Solid waste collection" means the act of removing solid waste from the central storage point of a primary generating source, such as a residence or business, to a place of solid waste disposal. "Solid waste disposal" means the orderly process of finally disposing of solid waste. "Solid waste generator" means anyone who creates solid waste during everyday living and working. "Solid waste storage" means the interim containment of solid waste, in an approved manner, after generation and prior to collection and disposal. "Uninhabitable" means a unit that is not suitable for living or working in. The account holder may apply for this categorization but must prove they do not have any other utility services: electricity, water/sewer, or heat. "Unit" means a whole building, or any portion of a building which is designed for separate occupancy for commercial or residential purposes, which generates solid waste. Units in a single structure with separate entrances and separated by a common wall, are considered separate units regardless of whether they have separate addresses for utility services. "Unit Occupant" means the person or entity occupying, or who has the right to occupy, a unit. 8.25.030 Interpretation. A. Citations. References to "section" or "article" refer to sections or articles in this chapter, unless other citation is provided. References to "subsection" refer to subsections within that section. B. Designees. Reference to any individual borough staff person by title, such as the manager, includes reference to the designee. Ordinance No. FY2025-03 Page 7 of 20 Ordinance No. FY2025-03, An Ordinance Of The Assembly Of The Kodiak Isla... Page 288 of 318 AGENDA ITEM #14. C.1. 257 8.25.040 Solid Wwaste Aaccumulation and Pprevention of Nouisance. 258 A. Solid waste generators may not accumulate/store solid waste at en their premises or unit 259 longer than the period between their regularly scheduled collections or two weeks, whichever is 260 greater. 261 B. A solid waste generator must keep solid waste stored at en that generator's premises or unit 262 as follows: 263 1. In a clean and sanitary manner that does not create a public nuisance or health hazard, 264 in the judgment of the manager; and 265 2. In accordance with all other applicable federal, state and municipal statutes, ordinances, 266 rules, and regulations. 267 The borough may clean up solid waste that is not kept as required and charge the account holder 268 ow;erofthe premises the cost, in addition to prosecuting the owner for violation of this chapter. 269 C. While storing or handling human food, animal food, or solid waste, no one may violate 5 AAC 270 92.230 which prohibits the feeding of game and deleterious exotic wildlife, nor in a manner that 271 attracts game, deleterious exotic wildlife, dogs, or cats. 272 273 8.25.050 Litter. 274 In addition to the prohibitions in Chapter 8.20 KIBC, no one may leave solid waste outside a 275 container or place solid waste in another account holder's ; ems- , cart or dumpster re 1- 276 s# -without that account holder's PeKsen'-s consent. 277 278 8.25.060 Solid Wwaste Csollection Sservice. 279 A. Regular Service. Every owner of a premises or unit in the collection service area must 280 subscribe to and solid waste collection service for its premises or unit by the contract 281 hauler at least weekly, in carts, including bear carts, dumpsters bies, or roll -offs, as administered 282 by the manager, even if that owner self -hauls all or a portion of its solid waste for disposal at the 283 borough landfill or recycling at a processing facility. An owner may authorize a person or entity 284 as the account holder responsible for payment for service for the premises or unit. Regular 285 service must be paid for in accordance with section 8.25.090 of this Chapter at the rates 286 provided in the Borough Solid Waste Collection contract as it may be approved by the 287 Assembly from time to time. If service paid through an authorized account holder other 288 than the owner is either cancelled or becomes more than ninety (90) days delinquent for 289 residential service, or more than sixty (60) days delinquent for commercial service, upon 290 notice to the owner, responsibility for payment for that service from and after the date of 291 notice may revert to the owner. 292 B. Temporary Service h3--�Dumpsters. Any customer who ARyeRe who has a temporary 293 need or conducts construction or demolition at on its premises or unit may subscribe to and pay 294 for solid waste collection service from the contract hauler for container bia or dumpster service. 295 This service is also known as sole purpose dumpster use, where the container used is 296 intended for one type of solid waste. See "sole purpose dumpster" in definitions. 297 298 8.25.070 Solid Wwaste Sstorage and Sset-0eut Sites. 299 A. Storage. Each unit occupant selod waste g8Rerator is responsible for the placement of that 300 unit's container a so that it will not easily be tipped, such as by an animal or the Ordinance No. FY2025-03 Page 8 of 20 Ordinance No. FY2025-03, An Ordinance Of The Assembly Of The Kodiak Isla... Page 289 of 318 AGENDA ITEM #14. C.1. 301 wind. Lids on bins e carts or dumpsters must be kept closed to keep out rain, snow, and animals. 302 Surplus liquids must be drained from solid waste and placed in watertight bags before discarding 303 them in containers. 304 B. Set -Out. 305 1. Site. Carts or dumpsters bias must be placed in the following locations by the contract 306 hauler or unit occupant. selid waste ^„u^^+,^., seFViGe reGipieRt: 307 a. Roadside; 308 b. In an adjacent alley; or 309 c. Within five (5) three feet of the drivable roadway on which the contract hauler can 310 drive its collection vehicles. 311 For example, if the serviced premises or units are adjacent to more than one street, alley, 312 or roadway, the contract hauler may instruct the account holder ^„tee to set out 313 containers on only one specified street, alley, or roadway. 314 The contract hauler may require alternative placement based on site-specific conditions. 315 2. Proper Handling of Solid Waste and Storaqe Containers. RequiFed AGUPPR AeyeRe 316 wine ro a waste ^01184_, �o 317 a. All customers, whether with in a cart, dumpster, bin -,or roll -off, must do the following: 318 i. a— Discard only securely bagged or bundled solid waste inside the cart, 319 dumpster, bid or roll -off provided by the contract hauler for that account holder's 320 use; and 321 ii. b— Clean up any solid waste discarded, scattered, littered, or otherwise strewn 322 outside the container (no matter the size) ^^rt, h;^ GF FAIT-^ff caused by the 323 person discarding the waste or by improper use of the container Gart, NR OF F^" 324 of -which causes solid waste to be left outside the container.. 325 improper use of a Gart, biR OF Fell Off ORGIU 326 iii. The limitations in (i) and (ii) do not apply to set out of bulky items for 327 pickup in accordance with the terms for bulky item pickup service under the 328 Solid Waste Collection contract as it may be approved by the Assembly from 329 time to time. 330 b. Improper Use and/or Prohibited Conduct: 331 The following conduct relating to use of waste containers is improper and is 332 prohibited: 333 i. Discarding any prohibited material in a container for collection by the contract 334 hauler except solid waste. 335 ii. Discarding solid waste in containers in excess of the weight limit that the 336 contract hauler prescribes on the container. 337 iii. Leaving any container lid or door open. 338 iv. Placing solid waste on top of or allowing solid waste to protrude from the 339 container. 340 v. Discarding dead animals in the container. 341 vi. Placing the solid waste container, intended for pick-up, anywhere except 342 the designated set -out site. 343 vii. Using another container that was not provided by the contract hauler for 344 that unit's solid waste collection service. Ordinance No. FY2025-03 Page 9 of 20 Ordinance No. FY2025-03, An Ordinance Of The Assembly Of The Kodiak Isla... Page 290 of 318 AGENDA ITEM #14. C.1. 345 viii. Discarding commercial waste in a residential roll -off. 346 ix. Discarding any solid waste outside the container, including the following 347 items; 348 a. Litter, 349 b. Bulky items, 350 c. C&D debris, or 351 d. Hazardous or toxic waste. 352 c. Violations. 353 It shall be a violation of this section for any person to place or discard waste 354 in a manner prohibited in subsection (B)(2)(b) of this section. 355 H. I0s g selfidwaste ei-i+fie +he solid , os+e eente fine eXGept fer bulky i+ems 356 d'SGarwed at the time when nrl plaGe where the r n+ra Gt hauler i abligated to 357 eollee+ bulky items. 358 i+i. �,m,gte�,h+�o� Ie+eh e e p+ finer Ifid� 359 iy Planing solid waste on top of or allowingolid waste to protrude from the 360e�,er 361 362 healer n rihes nn the eontomer 363 vi. DOSGaFding solid waste feF PiGkUp anywhere eXGept at the set out site deSigRated 364 by the eentraet ha,,Ier 365 366 i. a op„ene ,.,he ne rd , ,�+e r--.- eeue tfinn ,gt n„+ dfiseerd 367 deed o -FIs OR the Gert The dfiseerdipo of a olid waste outside the ear+ is 368 else prehihited induding the felleWine i+ems. 369 370 H. Bulky items as deffined by KIQ(' 8.25. n7n 371 .... G&D dehris as defiped by KIBG Q R§ njn• and 372 W. Hazardeus er+o..fie waste as definer! by KIBG 8.25.024. 373 b. ARYGRe who utilizes selid waste biR OF Fell Off GE)I!eGt'OR sepfiGes must seGUFelY GI 374 and lea-ratdh. he Idm a eII off de vim- The die rain of e elid , ste hside +ho 375 hip eir rell eff is Fehihi+ed ORGlUding, but not limited to, the following 'tome. 376 i 377 ii. Bulky items as defined by KIBG Q 25 n'Jn 378 i+i G&D dehros as defined by KIBG and 379 jy ua_erde, er to.,fie ,.,acS+e EAS deffined h„ Itlnr 8.25.02-0-. 380 Ale OR e . diseer . o motorial OR roll oa ep+ for the Fell eff n „idea by the 381 ntreet he, filer fer that n elfid I.A.9aRme eelleo+fine J;PWOAPI 382 C. Clearance and Access. An account holder serviced by a roll -cart GaFt GuSteme must 383 maintain a minimum of five 5 three feet of clearance between each roll -cart and any mailbox, 384 vehicle, snow berm, or other object that would obstruct collection, including the arm on an 385 automated collection truck. An account holder serviced by a roll -cart Gert ,.sterner must 386 maintain clear access to the roll -cart set -out site so that the collection vehicles can lift and empty 387 roll -carts, including clearing away snow and other obstructions, such as parked vehicles. Ordinance No. FY2025-03 Page 10 of 20 Ordinance No. FY2025-03, An Ordinance Of The Assembly Of The Kodiak Isla... Page 291 of 318 388 389 390 391 392 393 394 395 396 397 398 399 400 401 402 403 404 405 406 407 408 409 410 411 412 413 414 415 416 417 418 419 420 421 422 423 424 425 426 427 428 429 430 AGENDA ITEM #14. C.1. D. Dumpster Bin Sharing. A premises that has multiple units may elect to share a dumpster if they have the following: i. Account holders that elect to share must have a written agreement outlining the shared responsibility. ii. Written consent, agreement, and confirmation from the contract hauler. If the contract hauler directs multiple units to share a dumpster on the contract hauler's initiative, the contract hauler must provide written notice as required by the Solid Waste Collection contract as it may be approved by the Assembly from time to time. E. Safety. Each account holder must maintain its set -out site so that it is safely accessible to contract hauler's vehicles and employees. If the contract hauler determines that the set -out site is not safe, it is not obligated to provide collection service there. Contractor will coordinate safe set -out location with the account holder GUFfor each occurrence. 8.25.080 Rniod dmgnard Contract Hauler Refusal of Service. A. The contract hauler is not obligated to provide collection service in any of the events listed in this section or in the collection contract. 1. Solid Waste Only. No one may discard any material in a container for collection by the contract hauler except solid waste. The contract hauler may inspect the contents of any container. The contract hauler must not collect any container that stores materials other than solid waste. In that event, the account holder ^�,�e must pay the contract hauler the fee outlined in the approved fee schedule in the Solid Waste Collection contract as it may be approved by the Assembly from time to time. the ,marag8f-. 2. Containerized. No one may discard any solid waste for collection by the contract hauler outside their container eXGept fer bulky items diSGard-ed At the tome when and plaGe where the G RtraGt hauler ; obligated +„ GE)I!eGt bulky item He The unit occupant must tightly close container lids. They may not place solid waste on top of a container or allow solid waste to protrude from the container. The contract hauler may refuse to collect any overfilled container. 3. Within Weight Limits. No one may discard solid waste in containers in excess of the weight limit that the contract hauler prescribes on the container. The contract hauler may refuse to collect any overweight container. 4. At Proper Set -Out Site. No one may discard solid waste for pickup by the contract hauler anywhere except at the set -out site designated by the contract hauler. The contract hauler may refuse to collect any misplaced container or bulky waste. 5. Unsafe Condition. The contract hauler is unable to safelv access the solid waste container to be collected. 6. Past Due Balances. Dumpster customers with a past due balance on their account of sixty (60) days or more. Roll -cart customers with a past due balance on their account of ninety (90) days or more. Ordinance No. FY2025-03 Page 11 of 20 Ordinance No. FY2025-03, An Ordinance Of The Assembly Of The Kodiak Isla... Page 292 of 318 AGENDA ITEM #14. C.1. 431 7. &-Contaminated Recyclables. If the contract hauler provides recyclables collection service, 432 no one may discard any material in a recyclables container for collection by the contract 433 hauler except recyclables. The contract hauler may inspect the contents of any recyclables 434 container. If the The contract hauler finds a recyclables MUSt ^„Ile,.+ +h ,+ container that 435 contains other materials other than recyclables they must document the misuse of the 436 recyclable container, notify the unit account holder by phone, email, and written letter 437 form, of the documented misuse. The account holder will be required to pay the fee 438 associated with the misuse outlined in the approved fee schedule in the Solid Waste 439 Collection contract as it may be approved by the Assembly from time to time. and 440 diSGard its Gentents as refuse. in that event, the Uo+r,mer must pay the ntraGt ha. for 441 $50 .00, er n+her a n+ established by the m 442 B. No Refills. No one may discard a second load of solid waste in a cart or dumpster 443 immediately after the contract hauler lifts and dumps the container. 444 C. Non -Collection Fees. 445 1. In the event of a customer is in violation of a Contract Service Exception at a 446 premises or unit, the contract hauler is required to notify the customer in writing of 447 the specific violation. 448 2. The authorized account holder may be subject to fees outlined in the contract 449 Service Fee Schedule. 450 451 8.25.090 Billing and- for Contract Hauler Services. 452 A. Payment. Every owner of a premises or unit in the collection service area must have an 453 open and good standing account either in their own name or through an authorized 454 account holder. Each account holder shall pay the contract hauler for solid waste collection 455 service at the following times: 456 1. Monthly by the twenty-fifth day of each month, in advance, or other time provided in the 457 collection contract; or 458 2. As determined by the manager. 459 B. Late Fees. If the contract hauler is not timely paid, the contract hauler may charge the 460 following late payment fees: 461 1. Established under the collection contract; or 462 2. One percent per month on the outstanding balance with a minimum of $1.00 for each 463 month. 464 C. Deposits. If, following request by the contract hauler, the borough reasonably determines that 465 an owner of or account holder of a premises or unit who is commencing new service, or who 466 is becoming responsible for existing service, has not established sufficient credit in the 467 community to assure timely payment of solid waste collection service charges, the contract hauler 468 may require a deposit in an amount equal to two months' billings for the collection service 469 requested, or other amount determined by the manager. The contract hauler may retain the 470 deposit for up to one year, after which the owner may request the contract hauler to return the 471 deposit if the owner has established a record of timely payment. Neither the borough nor the 472 contract hauler is obligated to escrow or pay interest on the deposit. 473 D. Responsibility. If the owner of a premises or unit has authorized a separate designated 474 account holder per the aareement between owner and account holder. the authorized Ordinance No. FY2025-03 Page 12 of 20 Ordinance No. FY2025-03, An Ordinance Of The Assembly Of The Kodiak Isla... Page 293 of 318 AGENDA ITEM #14. C.1. 475 account holder will be held responsible as the account holder for the account with the 476 contract hauler. If an authorized account holder who is not the owner terminates services, 477 is residential and ninety (90) days delinquent in payment on the account, or is commercial 478 and sixty (60) days delinquent in payment on the account, the contract hauler may, 479 following the procedures in the Solid Waste Collection contract as it may be approved by 480 the Assembly from time to time, terminate the account of the authorized account holder 481 and place the service in the name of the owner as the account holder. Any delinquent 482 amount accrued due to non-payment by an authorized account holder who is not the owner 483 shall remain the responsibility of the authorized account holder. 484 485 8.25.100 Transportation of Solid Waste. 486 Everyone who transports cargo such as ashes, leaves, or other materials that might blow, fall, 487 spill, drop, leak, sift, or otherwise escape from the transport vehicle during passage over a public 488 alley, street, or road must contain the cargo by either of the following means: 489 A. Tight enclosure or container that is an integral part of the vehicle; or 490 B. A separate cover that is fastened onto the vehicle and secures the top and all sides of the 491 cargo. 492 493 8.25.110 Proper Disposal of Ssolid Wwaste. 494 No one may dispose of solid waste generated in the contract collection service area or --USCG 495 except at state -permitted solid waste processing and disposal facilities in the borough, including 496 any recyclables processing center operating in compliance with law and the borough landfill, 497 unless exempted in writing by the manager. 498 499 8.25.120 Disposal of Hazardous and Toxic Wastes: Used Motor Oil or Electronic Waste. 500 hazardous and toxicwastes— Used motor om! — Electronic write. 501 A. Non -borough Materials Banned. No one may dispose of hazardous or toxic waste, or used 502 motor oil, which is generated from outside the borough; at the borough's landfill, a disposal 503 facility that has permitted requirements that must be followed. is the borough. 504 B. Residential Used Motor Oil. All residents must dispose of used motor oil at the borough 505 landfill or a facility operating in compliance with the law to retain used motor oil. The 506 borough will charge fees in accordance with the Kodiak Island Borough Fee Schedule as 507 it may be approved by the Assembly from time to time. F„^n,^RB must dispose of a ed 508 Fneter eil generated on residential premises, at aRY faGility eperating on GemplianGe with law, 509 iRGIWdiRg the bGFGUgh Iandfill. The beFeugh Iandfill Will Gharge the f()lI0WiRq fees er ether fees 510 deter..,iRed by the r 511 1. Up to five gallons per month without charge; or 512 2. In excess of five gallons per month, but less than 10 gallons per month in containers not 513 exceeding five gallons in size, for the charge in the borough user fee schedule. 514 C. Household Hazardous Waste. All residents must Everyone must dispose of household 515 hazardous waste at the borough landfill, or other designated borough facility operating in 516 compliance with the law to retain the household hazardous waste, or at a sponsored 517 collection event. The borouah will charae fees in accordance with the Kodiak Island Ordinance No. FY2025-03 Page 13 of 20 Ordinance No. FY2025-03, An Ordinance Of The Assembly Of The Kodiak Isla... Page 294 of 318 AGENDA ITEM #14. C.1. 518 Borough Fee Schedule as it may be approved by the Assembly from time to time., and pay 519 the borough the fellowing fees or other fees as determined by the m 520 1. Up to 40 pounds per month without charge; or 521 2. More than 40 pounds per month for the charge in the borough user fee schedule. 522 D. Electronic Waste. All residents EveFYGRe—must dispose of electronic waste, computer 523 monitors, cathode ray tubes, circuit board containing components, cables, and cable boxes, 524 generated on premises that are not residential, such as businesses or schools, at a facility 525 designated by the manager, or, absent designation, at a facility operating in compliance with law 526 and pay the charges established at the facility. 527 528 8.25.130 Prohibition on Bburning of Ssolid Wwaste. 529 In addition to complying with Chapter 8.35 KIBC, no one may burn any materials that cause odor 530 or black smoke that has an adverse effect on nearby persons or property, as determined by the 531 manager, including the following: 532 A. Animal carcasses; 533 B. Petroleum-based materials such as plastic bags, or other materials contaminated with 534 petroleum or petroleum derivatives; and 535 C. Any other solid waste. 536 537 8.25.140 Solid Wwaste Contract Hauler Only. handling services. 538 No one may directly or indirectly provide, organize, manage, direct, or sponsor solid waste 539 handling services to someone else for compensation in cash, kind or credit, except the following: 540 A. The contract hauler; and 541 B. Someone transporting solid waste as an incident of its primary business, such as a contractor 542 transporting construction and demolition debris, in its own vehicles to the borough landfill. 543 544 8.25.150 General Cc-onditions of Sservice. 545 A. Collection Hours. Monday through Friday, 5 a.m. until 5 p.m. or as determined from time to 546 time by the manager. 547 B. Vehicles. Contract hauler will keep each vehicle that it uses to provide solid waste collection 548 service clean, flushed and washed daily, well painted, and in good repair, in reasonable judgment 549 of the manager. 550 C. Carts and Dumpsters &-s. The contract hauler will provide everyone that receives cart or 551 dumpsterbk4 services with use of a cart(s) or dumpster(s), G h'n „r h'ns for storage of solid 552 waste. Carts and dumpsters bills will remain the property of the contract hauler, unless otherwise 553 provided in the collection contract. 554 D. Self -Haul. The contract hauler must provide residential roll -off services to be collected 555 at a frequency that coincides with the number of residential self -haul customers to receive 556 a standard weekly service. 557 E. B. Account Holder Customer Rights Notice. The contract hauler must provide each account 558 holder sesternef with a written "account holder's ^-,s+timer's rights" notice, in format and content 559 satisfactory to the manager, including the following: 560 1. Type and capacity of subscribed containers; 561 2. The day(s) s of service; Ordinance No. FY2025-03 Page 14 of 20 Ordinance No. FY2025-03, An Ordinance Of The Assembly Of The Kodiak Isla... Page 295 of 318 AGENDA ITEM #14. C.1. 562 3. The location of the container set -out site; 563 4. A description of "solid waste" that may be discarded, and a list including examples of 564 materials that may not be discarded, such as household hazardous waste, bulky items, and 565 electronics with alternatives for safe and legal discard; 566 5. Schedule of monthly service charges; 567 6. A description of optional services, such as scheduled or on-call collection of bulky waste, 568 collection of containers from atee the premises or unit rather than at the public set -out site, 569 certain container exchanges, dumpster bimp locks, etc., with applicable charges; and 570 7. Any other matters required by the manager. 571 572 8.25.160 Prohibition of Sscavenging and Ttampering. 573 A. Solid Waste Removal Wwithout Permission. No one may remove solid waste from another 574 customer's SeMeGne elS container. See "container" in definitions. w+h^„+ the ,.,ri++on 575 P8FMiG6ieR of the individual or entity that pays for solid waste collection services with that 576 rnntainer n oi.vns, that G.AtA o n+ the fGlIe .,iRg: 577 1. The contract hauler; 578 2. A law enforcement officer; 579 3. A borough employee; or 580 4. Someone authorized and directed by the manager., S„^h as snmenne ^„n,+,,,.+in,. selid 581 wast.9��te au,++s 582 B. Use of Container Wwithout Permission. No one may tamper with or use another customer's 583 selmleelne else's container for any purpose without the written permission of the individual or entity 584 that pays for solid waste collection services with that container or owns that container. 585 586 8.25.170 Ownership. 587 Solid waste, or any other discarded material, remains the property of the generator until the 588 occurrence of any of the following events: 589 A. Public Trash Cans. The generator legally discards the solid waste; for example, a restaurant 590 customer discards a beverage container into a refuse receptacle provided by the restaurant where 591 the customer purchased the beverage; or an automobile passenger discards litter in a refuse 592 receptacle located at a gas station for use of customers. 593 B. Self -Haul. The owner, account holder, or unit occupant, delivers and deposits the solid 594 waste generated at their premises or unit into a residential roll -off container or at the 595 landfill. 596 PFeM4686 Where G-Glid- I.Yalste .*6 @IGRWated F8.M.0-V883 Gelid M.0 -A648 .1A_G_AtP_d_ GR the pFemises and legally 597 diSGards the solid waste; for example, a resideRt self hauls yard debris to the bOFE)Ugh baleF and 598 lel 599 C. Contract Hauler Collection. The contract hauler collects solid waste and recyclables (if 600 applicable) from its account holder's G Steme set out site and recycles or disposes of it in 601 accordance with law. 602 Absent the occurrence of these events, solid waste, or other material, remains the property of the 603 generator even if the generator abandons the solid waste, exercises no dominion or control over 604 the solid waste or asserts no ownership of the solid waste. If the generator abandons that solid Ordinance No. FY2025-03 Page 15 of 20 Ordinance No. FY2025-03, An Ordinance Of The Assembly Of The Kodiak Isla... Page 296 of 318 AGENDA ITEM #14. C.1. 605 waste, for example by litter or illegal dumping, the manager may clean up and discard the solid 606 waste and charge the generator the related solid waste handling costs. 607 608 8.25.180 Baler Ffacility and Ssanitary =landfill. 609 A. The borough will provide for the disposal of solid waste generated in the collection service 610 area, at the borough baler facility and sanitary landfill or at another facility or in another manner 611 approved by the assembly, such as a materials processing or composting facility. 612 B. At the borough baler facility and sanitary landfill, no one may do any of the following: 613 1. Enter outside of posted opening hours, unless otherwise authorized by the borough; or 614 2. Deliver any materials prohibited under KIBC 8.25.200; or 615 3. Discard any material without first paying applicable user fees under KIBC 8.25.190; or 616 4. Dispose of any material in an area other than a designated area. 617 618 8.25.190 User Ffee Sschedule. 619 A. Enterprise Funding. By resolution, the assembly will set fees for solid waste management 620 services provided at the borough owned or operated facilities, including disposal of solid waste 621 and household hazardous waste at borough's baler facility and the sanitary landfill, sufficient to 622 cover the facilities' costs of operation, maintenance, and capital improvements without subsidy 623 from any other source, as an enterprise and nonsubsidized freestanding operation. 624 B. Cash or Commercial Charge Accounts. No one may deliver any material to a facility owned 625 or operated by the borough without paying applicable fees established by resolution of the 626 assembly in cash upon delivery, except the following users: 627 1. The contract hauler and other commercial users determined by the manager, such as 628 contractors that regularly deliver construction and demolition debris to the borough landfill, 629 which may establish charge accounts under subsection D of this section. 630 C. Schedule. The assembly will establish a user fee schedule, which may provide fees for 631 different categories of service, including the following: 632 1. Per unit of weight, such as ton, of solid waste; 633 2. Per unit of time, such as a half-hour, for materials that require special handling by facility 634 personnel upon delivery, in addition to the applicable fees per ton; 635 3. For types and amounts of hazardous and toxic waste; or 636 4. For any other materials. 637 D. Charge Accounts. The manager may extend credit for user fees as follows: 638 1. An applicant may obtain a credit application from the director of finance or their his 639 designee; 640 All credit applications are subject to approval by the director of finance in their hiss discretion 641 and this may include a deposit. The borough may retain the deposit for up to one year, after 642 which the owner may request the return of the deposit if borough determines that the 643 applicant has established a record of timely payment. The borough is not obligated to escrow 644 or pay interest on the deposit; 645 2. The charge account holder must pay bills within 30 days after the borough mails the 646 monthly bill; and 647 3. The director of finance may revoke credit and charging privileges without notice to the 648 charge account holder at any time an account becomes delinquent. Ordinance No. FY2025-03 Page 16 of 20 Ordinance No. FY2025-03, An Ordinance Of The Assembly Of The Kodiak Isla... Page 297 of 318 AGENDA ITEM #14. C.1. 649 650 8.25.200 Prohibited Ddisposal. 651 A. Unpermitted. No one may deliver to, deposit at, or dispose in the borough landfill any of the 652 following materials: 653 1. Material prohibited under the borough's solid waste disposal permit issued by the Alaska 654 State Department of Environmental Conservation; 655 2. Polluted or contaminated soil as defined in 18 AAC 60, 18 AAC 75 or 18 AAC 78; and 656 3. Sewage sludge for which no test results, required by law (e.g., 18 AAC 60.365) or as 657 determined by the manager, have been submitted to the borough. 658 B. Exceptions. Exempt waste described below is prohibited from disposal unless it meets the 659 following requirements: 660 1. It is mixed with nonexempt waste; 661 2. There is a public health, safety, or welfare threat or environmental problem associated 662 with management of the exempt waste as determined by the manager; or 663 3. The exempt waste is being managed in a manner that causes or contributes to a 664 nuisance. 665 "Exempt wastes" means the following: 666 1. Land clearing waste, including excavated dirt, rock, soil, butt ends, stumps, and other 667 similar waste; 668 2. Tree limbs and other foliage or woody debris, sometimes referred to as "slash," in a timber 669 harvest area; 670 3. Bricks, mortar, and Portland cement type concrete, including reinforcing steel that cannot 671 be easily removed; 672 4. Crumb rubber used in asphalt paving; 673 5. Crushed glass; 674 6. Crushed asphalt pavement used: 675 a. In a building pad or parking area as road base, or pavement; or 676 b. As a material to construct a containment berm for a tank farm. 677 678 8.25.210 Applicability of Ffederal, Sstate, and Llocal Ssolid Wwaste Llaw. 679 Solid waste law and the rules, regulations, provisions, and conditions promulgated under that law 680 (as they may be amended, repealed, or replaced) applies in the borough and failure to comply 681 with solid waste law is a violation of this chapter. The borough may, but is not obligated to, take 682 enforcement actions or seek remedies for violation of solid waste law. 683 Examples of solid waste law follow: 684 A. With respect to environmental protection: 685 1. Comprehensive Environmental Response, Compensation and Liability Act of 1982 (42 686 U.S.C. Sections 9601 et seq.) ("CERCLA"); 687 2. Resource Conservation and Recovery Act (42 U.S.C. Sections 6901 et seq.) ("RCRA"); 688 3. Clean Air Act (42 U.S.C. Sections 1351 et seq., 42 U.S.C. Sections 7401 — 7642); and 689 California Clean Air Act (Health and Safety Code Sections 1251 et seq. and Health and Safety 690 Code Sections 39000 et seq.); 691 4. Emergency Planning and Community Right to Know Act (42 U.S.C. Sections 11001 et 692 seq.); Ordinance No. FY2025-03 Page 17 of 20 Ordinance No. FY2025-03, An Ordinance Of The Assembly Of The Kodiak Isla... Page 298 of 318 AGENDA ITEM #14. C.1. 693 5. Alaska Department of Environmental Conservation, Solid Waste (18 AAC 60); 694 6. Litter receptacles (18 AAC 64.005 — 18 AAC 64.250); 695 7. Hazardous waste (18 AAC 62.010 — 18 AAC 62.990); 696 8. Pesticide control (18 AAC 90.010 — 18 AAC 90.990); and 697 9. Oil and other hazardous substances pollution control (18 AAC 75.005 — 18 AAC 75.990). 698 B. With respect to solid waste handling labor: 699 1. Occupational Safety and Health Act (29 U.S.C. Sections 651 et seq.), including the Solid 700 Waste Disposal Facility Criteria promulgated by the U.S. EPA on October 9, 1991 (40 C.F.R., 701 Parts 257 and 258); 702 2. Immigration Reform and Control Act of 1986 (PL.99-603). 703 C. Miscellaneous: 704 1. Civil Rights Act of 1964 (Subchapter VI or Chapter 21 of Title 42). 705 706 8.25.220 Administration, limplementation, and Eenforcement. 707 The manager is authorized to administer, implement, and enforce this chapter and promulgate 708 related solid waste policy, unless this chapter expressly names another person. The manager 709 may request assistance from other persons or request that other persons administer, implement 710 and enforce all or a portion of this chapter. Examples of other persons are: 711 A. The director of finance or the auditor -controller, for example, with respect to collection of user 712 fees; 713 B. City of Kodiak police department; 714 C. Borough attorney; 715 D. Other borough departments; 716 E. District attorney; 717 F. Alaska State Department of Environmental Conservation; 718 G. Alaska Department of Fish and Game; 719 H. Alaska State Troopers; and 720 I. A code enforcement officer designated under KIBC 1.20.030. 721 722 8.25.230 Enforcement Oefficer. 723 Repealed by Ord. FY2020-09. 724 725 8.25.240 Violations, Eenforcement A_actions and Rr-emedies. 726 A. Violations. 727 1. Per Failure. Each failure to comply with any provision of this chapter or any regulation 728 promulgated under this chapter constitutes a separate violation. For example, scavenging is 729 a separate violation for each container from which materials are scavenged. 730 2. Per Day. Each day a violation continues is a separate violation. For example, failure to 731 maintain a collection vehicle in accordance with KIBC 8.25.150(B) is a separate violation for 732 each day until the vehicle is repaired. 733 B. Enforcement Actions and Remedies. 734 1. Actual Violations. If the manager believes that someone has violated any provision of this 735 chapter, whether that person is acting or failing to act in the capacity of a principal, agent, Ordinance No. FY2025-03 Page 18 of 20 Ordinance No. FY2025-03, An Ordinance Of The Assembly Of The Kodiak Isla... Page 299 of 318 736 737 738 739 740 741 742 743 744 745 746 747 748 749 750 751 752 753 754 755 756 757 758 759 760 761 762 763 764 765 766 767 768 769 770 771 772 773 774 775 776 777 778 779 AGENDA ITEM #14. C.1. employee or otherwise, then the manager may institute any enforcement action and exercise any legal or equitable remedy available to the borough under law, such as the following: a. Civil actions seeking a penalty of up to $250.00 per violation; b. Civil actions seeking injunctive relief; c. Civil suits seeking damages or civil penalties, including the costs of any corrective action that the manager deems necessary to mitigate consequences of violations, whether acts or omissions; or d. Proceedings to declare a property a public nuisance and abate the nuisance as authorized by AS 46.03.870(c). 2. Imminent Violations. If the manager believes that a person will imminently violate any provision of this chapter, whether that person is acting or failing to act in the capacity of a principal, agent, employee, or otherwise, then the manager may exercise any equitable remedy available to the borough under law, such as a temporary restraining order or injunction. 3. Enforcement Actions and Remedies Are Cumulative, Not Exclusive. Enforcement actions and remedies are cumulative, not mutually exclusive. The manager may institute any single enforcement action or exercise any single remedy or a combination of multiple enforcement actions and remedies, separately or simultaneously. The manager need not conclude any particular enforcement action or exhaust any particular remedy before instituting other enforcement action or exercising any other remedy. 4. Penalties and Remedies Are Not Limited. The penalties and remedies provided for violation of this chapter are in addition to and not in lieu of any other penalty or remedy provided for in state law or otherwise. Effective Date: This ordinance takes effect upon approval of this Ordinance. ADOPTED BY THE ASSEMBLY OF THE KODIAK ISLAND BOROUGH THIS DAY OF , 2024 KODIAK ISLAND BOROUGH Scott Arndt, Borough Mayor ATTEST: Nova M. Javier, MMC, Borough Clerk Introduced by: Manager/Solid Waste Contract Committee First reading: Second reading/public hearing: VOTES: Ayes: Noes: Ordinance No. FY2025-03 Page 19 of 20 Ordinance No. FY2025-03, An Ordinance Of The Assembly Of The Kodiak Isla... Page 300 of 318 AGENDA ITEM #14.C.1. 780 781 Ordinance No. FY2025-03 Page 20 of 20 Ordinance No. FY2025-03, An Ordinance Of The Assembly Of The Kodiak Isla... Page 301 of 318 1 AGENDA ITEM #18.A. The Cook Inlet Regional Citizens Advisory Council held its regular meeting on Friday, September 6th in Kodiak. The Council heard presentations that focused on Kodiak area issues and industries. Arron Jones, a Mariculture Technician from Alaska SeaGrant gave an update on the emerging mariculture industry around Kodiak, focusing mainly on kelp and oyster production. Macrosystis kelp beds are being discovered and tracked in the area, and more information about that expansion and the role of kelp production in the local economy are important data points that are informing oil spill response plans. Statewide, 93 permits for kelp farms have been issued, covering more than 1,300 acres. Jones noted the potential upsides to this new industry and some of the conditions unique to Alaska that are suitable to kelp production. Lexa Meyer, Alaska Mariculture Alliance Liaison for the Kodiak Archipelago Leadership Institute and Owner and Hatchery Manager of Alaska Ocean Farms LLC provided a more detailed look at the local industry at this stage in its development; what challenges remain for local producers and what producers are looking for in terms of regulatory changes that could provide a boost for those local operations. The Council also heard presentations about updated tsunami inundation maps for south central Alaska and were provided with an overview of tsunami warning systems and protocols. Barrett Salisbury, Ph. D, Earthquake and Tsunami Hazards Program Manager, Geohazards Section, Division of Geological and Geophysical Surveys and Chair of the AK Seismic Hazards Safety Commission, provided examples of tsunami events both in Alaska and in other parts of the world and how those events affected local communities. Dave Snider, Tsunami Warning Coordinator with the National Tsunami Warning Center in Palmer walked the Council through the tsunami warning process, explaining areas where NOAA and the National Weather Service are working on improvements to the system to better reflect a particular area's actual threat risk. The Council received an update from Alaska Department of Environmental Conservation Ex - Officio Board member Ytamar Rodriguez, Prevention and Tactical Response Unit Manager for the Department's Spill Prevention and Response (SPAR) division. He reported that central region staffing levels are currently full and employee turnover in the division has decreased. Finally, the Council set its meeting schedule for 2025, with our annual meeting set for Kenai in April. Our rotating meeting will be in Seldovia in September. The Council will meet next in Anchorage on December 5th and 6th, 2024. Cook Inlet Regional Citizens Advisory Council Director's Report of Mayor... Page 302 of 318 AGENDA ITEM #18.B. KODIAK ISLAND BOROUGH Planning and Zoning Commission Regular Meeting July 17, 2024 A regular meeting of the Kodiak Island Borough Planning and Zoning Commission was held on July 17, 2024, in the Borough Assembly Chambers. The meeting was called to order at 6:30 p.m. Staff present were Community Development Director Christopher French, Associate Planner Joe Grochmal and Community Development Permit Technician Bronwyn Currie. CALL TO ORDER At 6:30 p.m. PLEDGE OF ALLEGIANCE ROLL CALL Present were Christopher Paulson, Sara Fraser, Kent Cross, Cort Neff, Linnea Johnson and Craig Dagen. APPROVAL OF AGENDA Dagen moved to approve the July 17, 2024, Regular Meeting Agenda. Fraser second motion. VOICE VOTE CARRIED UNANIMOUSLY 6/0 APPROVAL OF MINUTES Neff moved to approve the June 18, 2024, Regular Meeting Minutes. Cross seconds motion. VOICE VOTE CARRIED UNANIMOUSLY 6/0 CITIZENS' COMMENTS Citizens Comment is limited to three minutes per speaker. Local Number: 907-486-3231 or Toll -Free Number: 855-492-9202. Comments are for general topics only. PUBLIC HEARING Case 24-014. An application to Rezone KODIAK TWNST BK 8 LT 3, KODIAK TWNST BK 8 LT 4, & KODIAK TWNST BK 8 LT3A (common addresses 211 Mill Bay Road, Kodiak, AK 99615, 215 Mill Bay Road, Kodiak, AK 99615, 206 Kashevaroff Avenue, Kodiak, AK 99615) from R3 — Multifamily Residential District to a B — Business District. Cross moved to approve Rezone Case 24-014 to change the zoning designations of KODIAK TWNST BK 8 LT 3, KODIAK TWNST BK 8 LT 4, & KODIAK TWNST BK Kodiak Island Borough July 17, 2024 Planning and Zoning Commission Regular Meeting Minutes Planning and Zoning Commission Regular Meeting Minutes of July 17, 2024 Page 303 of 318 AGENDA ITEM #18.B. 8 LT3A (common addresses 211 Mill Bay Road, Kodiak, AK 99615, 210 Mill Bay Road, Kodiak, AK 99615, 206 Kashevaroff Avenue, Kodiak, AK 99615) from R3 — Multifamily Residential District to a B — Business District, and move it forward to the Kodiak Island Borough Assembly and to adopt the findings of fact in support listed in the staff report dated July 8, 2024, entered into the record for this case as "Findings of Fact" for Case No. 24-014. Fraser seconds motion. Joe Grochmal presented the staff report. Chair to Open Public Hearing: if you would like to be heard, please come to the podium sign in, turn on the microphone and state your name. You can also call in, the Local Number: 907-486- 3231 or Toll -Free Number: 855-492-9202. Commission Discussion. ROLL CALL VOTE CARRIED UNANIMOUSLY 6/0 OLD BUSINESS NEW BUSINESS PLANNING AND ZONING CASE RESULTS LETTERS ABBREVIATED AND FINAL APPROVALS - SUBDIVISIONS DIRECTORS' COMMENTS 1. Christopher French presented Directors Report. CITIZENS' COMMENTS Citizens Comment is limited to three minutes per speaker. Local Number: 907-486-3231 or Toll -Free Number: 855-492-9202. Comments are for general topics only. COMMISSIONERS' COMMENTS ANNOUNCEMENTS FROM THE CHAIR a. The next Work Session of the Planning and Zoning Commission is scheduled for August 14, 2024, at 6:30 p.m. in Kodiak Island Borough's Conference Room. Kodiak Island Borough Planning and Zoning Commission Regular July 17, 2024 Meeting Minutes Planning and Zoning Commission Regular Meeting Minutes of July 17, 2024 Page 304 of 318 AGENDA ITEM #18.B. b. The next Regular Meeting of the Planning and Zoning Commission is scheduled for August 21, 2024, at 6:30 p.m. in Kodiak Island Borough's Assembly Chambers. ADJOURNMENT Cross moved to adjourn the July 17, 2024, Regular Meeting. Dagen seconds motion. VOICE VOTE CARRIED UNANIMOUSLY 6/0 at 7:05 p.m. ATTES Bronwyn Currie, Permit Technician KODIAK ISLAND BOROUGH Kodiak Island Borough July 17, 2024 KODIAK ISLAND BOROUGH E t _ Christopher Paulson, Chair Approved on: RECEIVED SEP 19 2024 BOROUGH CLERICS OFFICE KODIAK, ALASKA Planning and Zoning Commission Regular Meeting Minutes Planning and Zoning Commission Regular Meeting Minutes of July 17, 2024 Page 305 of 318 SOLID WAS r..ONTRACT WHAT YOU SHOULD KNOW: The Kodiak Island Borough would like to highlight a some of The mole important changes that have been made to the contract and Borough Code regarding Solid Waste Services. MANDATORY SPR`/Ir r - The Kodiak Island Borough Code 8.25.060 states. " eery owner of a premises or unit in the collection service area must subscribe to solid waste collection service for its premises or unit by the contract hauler at least weekly in carts, including bear carts, dumpsters, or roll -offs. as administered by the manager, even if that owner self -hauls all or a portion of its solid waste for disposal at the borough landfill." ITS Services are based on the quantity of solid waste generated at a unit, regardless if the unit is considered residential or commercial. UNIT means a whole building or any portion of a building which is designated for separate occupancy for commercial or residential purposes wh ch generates solid waste, SERVICE OPTIONS PER UNIT BY NUMBER OF UNITS 1N OR ON A PREMISES s v Self -Haul, Roll -Cart, or Container Appropriate for Solid Waste Generated ift 2-yard dumpster, or Container Appropriate for Solid Waste Generated or If applicable 4 roll carts - only available for 4 unit premises. v 2 -yard dumpster, or Container Appropriate for Solid Waste Generated No Roll -Cart Option. SERVICE OPTION DESCRIPTIONS - PER UNIT Residential Self -Haul customers may haul their 96 gallons of solid waste to a residential roll -off container or the Landfill. Commercial Self -Haul customers must haul their solid waste to the Landfill directly - Roll -cart service is equal to 96 gallons of solid waste bagged and placed in a bear resistant roll -cart to be collected by the contractor once per week. Commercial customers that qualify for roll -cart service will be charged at the residential roll -cart rate. Standard Dumpster service is equal to one 2 -yard dumpster. Customers who generate a larger solid waste stream may have up to an 8 -yard capacity dumpster or multiple dumpsters and be charged according to the fee schedule in the contract. Customers who require a 2 -yard dumpster that do not have sufficient roam at their premises or unit to accommodate the size of a dumpster may qualify to have four (4) roll -carts instead, but will be charged at the 2 -yard dumpster rate. The inforn atjon outfir,ed all-ju, e i., referenced frorn the- K:odick... Island Bcxough Contract FY201=.'-25— mendmenit 142 Resid'--niical crud C:.:_1mrn rcJa1 `_,slid Waste : e r,vi '—s C"ontrat and thy: k;odic7k 1—shard Burc:,ugh Code 8,2F, AGENDA ITEM #18.C. SOLID WASTE CONTRACT CURRENT CONTRACT VS PROPOSED UPDATES SERVICE BASED OFF OF THREE CATEGORIES • RESIDENTIAL • MULTI FAMILY • COMMERCIAL EXAMPLE SERVICE BASED OFF OF THE NUMBER OF UNITS THERE IS A BUILDING IN KODIAK THAT HAS 3 APARTMENTS AND 1 COMMERCIAL BUSINESS THIS BUILDING WOULD FALL UNDER THE COMMERCIAL CATEGORY DUE TO IT NOT MEETING THE RESIDENTIAL OR MULTIFAMILY DEFINITION. THE STANDARD OPTION FOR A COMMERCIAL PREMISE IS A 2 YARD DUMPSTER. HOWEVER A COMMERCIAL CUSTOMER WHICH REQUIRES ONE OR TWO 95 - GALLON ROLL CARTS PER WEEK MAY REQUEST AND RECEIVE A REDUCTION. THIS BUILDING HAS 4 UNITS (3 RESIDENTIAL AND 1 COMMERCIAL). THE STANDARD OPTION FOR A 4 UNIT BUILDING IS A 2 -YARD DUMPSTER OR A CONTAINER APPROPRIATE FOR THE SOLID WASTE GENERATED OR IF APPLICABLE 4 ROLL CARTS (ONLY AVAILABLE FOR 4 UNIT PREMISES) Page 308 of 318 AGENDA ITEM #18.C. Contract FY2019-25 Amendment #2 Summary of Changes by Section of Contract These changes provide more specific guidance on service provision, billing practices, and operational procedures, aiming to address current needs and clarify responsibilities for both the contractor and customers. • Added Amendment Recitals • Added footer with contract title, contract number, and page numbers. • Cleaned the table of contents. Removed sub headers from table and fixed page numbers. • Recitals (of original contract) SECTION 1: EXCLUSIVE CONTRACT No changes. SECTION 2: REPRESENTATIONS AND WARRANTIES No changes. SECTION 3: TERM OF CONTRACT General grammatical edits. SECTION 4: TRANSITION PLANNING No longer applicable. Removed the section, SECTION 5: GENERAL SCOPE OF CONTRACTOR DUITIES General grammatical edits. SECTION 6: SPECIFIC COLLECTION DUTIES General grammatical changes throughout section. Added new designation words, Account holder and Unit. • 6.01 Added updates clarifying mandatory services, added a violation clause, dispute resolution outline, and the processes of how to increase or decrease services. • 6.02 Clarified services for roll -carts • 6.03 Clarified general collection from dumpsters, residential roll -off container collection, and dumpster service options. • 6.04 Completely new section outlining Self -Haul. • 6.05 General grammatical edits. • 6.06 Emergency Services — no edits. • 6.07 Clarification of On -Call Temporary Dumpster service and outlined the fees associated with any violations. SECTION 7: DISPOSAL OF COLLECTED SOLID WASTE General grammatical edits. Page 309 of 318 AGENDA ITEM #18.C. Contract FY2019-25 Amendment #2 Summary of Changes by Section of Contract SECTION 8: FUTURE RECYCLING SERVIES PROGRAM General grammatical edits. SECTION 9: GENERAL OBLIGATIONS AND PERFORMANCE STANDARDS General grammatical changes throughout section. Added new designation words, Account holder and Unit. 9.03 Added clause that allows KIB to ask Contractor to re -attempt to resolve issues. 9.05 Defined Dumpster and Roll -Cart Contract Service Exceptions and Non - Collection Fees. 9.07 Updated title of section. 9.07 Made some additions for clean up procedures of litter, liquid leaks, and set - out sites. SECTION 10: RECORDKEEPING AND REPORTING 10.03.a Annual Reporting: changed the annual reporting date deadline from February 15 to April 30 to match with Annual Fee Adjustment. SECTION 11: CONTRACTOR SERVICE FEE AND SPECIAL SURCHARGES 11.01.c Residential Roll -Off Clean -Up Costs. Establishing residential roll -off cleanup costs as an annual fee and how to calculate it. [From Amendment #1.] • Tables of Fees Updated and Changed. Added identifiers and costs for items outlined in the contract. o New Service Delivery when a customer begins a new service account. o Re -Delivery Fee for remedy of a container being removed for non-payment. o Overage Fee established a fee for additional yards of solid waste hauled. o Annual Rate Adjustment for Lock -Bar Devices established a fluid cost for lock bars as the market prices increase or decrease. o Extra Bag Fee for Roll -Carts moved from the dumpster service surcharge table into the table for the roll -cart surcharges, and re -named it so it is more clear to customers. SECTION 12: MISCELLANEOUS PERFORMANCE OBLIGATIONS General grammatical edits. SECTION 13: IDEMNIFICATION, INSURANCE, LETTER OF CREDIT General grammatical edits. 13.02.e.1 Contract Name — added the contract name. SECTION 14: CHANGES IN SCOPE OF CONTRACT OBLIGATIONS No Changes. Page 310 of 318 AGENDA ITEM #18.C. Contract FY2019-25 Amendment #2 Summary of Changes by Section of Contract SECTION 15: BREACH OF AGREEMENT, DAMAGES, AND DEFAULT General grammatical edits. SECTION 16: SUSPENSION OR TERMINATION OF CONTRACT General grammatical edits. SECTION 17: TRANSFER OF CONTRACT General grammatical edits. SECTION 18: THE PARTIES General grammatical edits. SECTION 19: AMENDMENTS No Changes. SECTION 20: NOTICES, CONSENTS, AND APPROVALS No Changes. SECTION 21: INTEGRATIONS, GOVERNING LAW, AND VENUE General grammatical edits. SECTION 22: ADDITIONAL TERMS AND CONDITIONS No Changes. SECTION 23: DEFINITIONS This section includes several new and updated definitions aimed at increasing clarity and consistency between the contract and the Kodiak Island Borough Code. Definitions with a blue Star (*) at the front means it was transferred directly from the code definitions. • Account Holder — Included to be able to designate a person other than the owner, such as a tenant, as being responsible for the billing. • Bulky Items — added more specific detail to the general definition and reference to the on-call/scheduled bulky item pick-up service available. • C&D Debris — added more specific details to the general definition and reference to the on-call temporary dumpster or roll -off service available. • Cart or Roll -Cart — added roll -cart to specify the type of cart throughout the contract. • *Collection Service Area — included from the code. • Removed the Ione "commercial' and "commercial premises" definition and instead added Commercial Account and Commercial Customer to define the customer actions and solid waste streams not the premises or unit itself. • Container — the word is used throughout the contract but was not defined, added it for general reference. • *Contract Hauler — included from the code. • Contract Service Area — added a note to see the definition of Collection service Page 311 of 318 AGENDA ITEM #18.C. Contract FY2019-25 Amendment #2 Summary of Changes by Section of Contract area. Both are used in the contract. • Contract Service Assets -added Containers to the list of assets. • Contract Service Exceptions — added references to Dumpster and Roll -Cart Contract Service Exceptions and removed the more vague list of service exceptions. • Contractor — added The Contract Hauler (see definition "contract hauler") to the list of alternate names or titles for the contractor. • Customer or Customer Account — Customer is used throughout the contract and wanted to specify that the customer is the person who is associated with the account and unit receiving service. Another word for Account Holder. • Customer Count — clarifies and explains the equation of how to segregate the customers and waste streams to be able to calculate the annual rate adjustment. • Dumpster — added a more specific definition. • Dumpster Repair Shop Rate — included to be able to designate the title of the rate. • *Household Hazardous Waste — included from the code. • MSW Management Service — MSW is used throughout the contract and the written form of the acronym was not included in the definition. • Removed all references to Multi -Family. • Owner — included to designate the responsible party for signing up a premises or unit for solid waste services. • Ownership — removed own and owner from title but wanted to keep the legal definition of ownership. • Pledged Bank Account — it is referenced in the contract but was not defined. • Premises — left in but updated to assist in identifying buildings and units that require services. • Recyclables — updated the definition to be less vague. • Removed the Ione "residential' and "residential premises" definitions and instead added Residential Account and Residential Customer to define the customer actions and solid waste streams not the premises or unit itself. • Self -Haul — added to be included in definition list the self -haul definition as referenced in the contract. • Sharing of a Dumpster — added to be included in definition list as referenced in the contract and code. • Sole Purpose Dumpster — added to be included in definition list as referenced in the contract and code. Page 312 of 318 AGENDA ITEM #18.C. Contract FY2019-25 Amendment #2 Summary of Changes by Section of Contract • *Solid Waste Collection, Solid Waste Disposal, Solid Waste Generator, Solid Waste Storage, all included from the code definitions. • Transition Plan — added a note to this one that it is No Longer Applicable. • Uninhabitable — added to specify qualities that makes a building or unit not suitable for living or working. • Unit — added to identify the separation of a premises, and what individual spaces are responsible for obtaining and maintaining their own solid waste disposal services. • Unit Occupant — Added to assist in identifying who is responsible for services. SECTION 24: EXECUTION No Changes. EXHIBIT A - No Changes. EXHIBIT B - No Changes. EXHIBIT C- No Changes. CONTRACTOR'S PROPOSAL DOCUMENTS No Changes. Page 313 of 318 v v 0 w 41, 0 w 00 Regular Y Special Convened: KODIAK ISLAND BOROUGH ASSEMBLY ROLL CALL SHEET Recessed: Reconvened: l -# 0 f Date: ` 0l Adjourned: BY: SECOND: 9 YES NOYES BY: SECOND: BY: SECOND. ould N BY: SECOND: �ij alp � YES NO BY: SECOND��T MA Mr. Ames Mr. Ames Mr. Ames Mr. Ames 7AmesMr. 77, Griffin Mr. Griffin Mr. Griffin Mr. Griffin Mr. LeDoux Mr. LeDoux I Mr - Mr. Sharratt V Mr. Sharratt Mr. Sharratt Mr. Sharratt Mr. Sharratt Mr. Smiley Mr. Smiley Mr. Smiley Mr. Smiley Mr. Smiley Mr. Turner Mr. Turner Mr. Turner Mr. Turner Mr. Turner Mr. Whiteside Mr. Whiteside Mr. Whiteside Mr. Whiteside Mr. Whiteside _;��' OULD ANYONE LIKE TO CHA__NGE THEIR VOTE? WOULD ANYONE LIKE TO CHANGE THEIR VOTE? TOTAL: TOTAL: TOTAL: TOTAL: TOTAL: The mayor may nt vote except in the case where only six members of the assembly are present and there is a three/three tie vote of the asse4bl Mayor Arndt VMayor Arndt Mayor Arndt 77 -Mayor Arndt Mayor Arndt I RK v 0 w cn 0 w 00 Regular Special Convened: 1 V _r KODIAK ISLAND BOROUGH ASSEMBLY ROLL CALL SHEET 40-W Recessed: q ` �2 Date: 14 3/g_,cl Reconvened: I ' N Adjourned: BY:BY: SECOND: 91, SECOND: `'S`�"`' 1 BY: 4BY: SECOND: BY: SECOND: �V b*014 �'`a-✓ SECON �0wX. � ES NOJtw YES NO YES NO ELI YES NO YES NO Mr. Ames Mr. Ames Mr. Ames Mr. Ames Mr. Ames Mr. Griffin �j 1� Mr. Griffin Mr. Griffin Mr. Griffin Mr. Griffin -Mr. e o . be Mr. Sharratt Mr. Sharratt Mr. Sharratt Mr. Sharratt Mr. Sharratt Mr. Smiley Mr. Smiley)k/ _4L Mr. Smiley Mr. Smiley V Mr. Smiley ✓' Mr. Turner Mr. Turner Mr. Whiteside Mr. Whiteside Mr. Whiteside Mr. Whiteside -,J Mr. Whiteside' -'WOULD ANYONE LIKE TO qHANGE THEIR VOTE? WOULD ANYONE LIKE TO CHANGE THEIR VOTE? TOTAL: TOTAL:TOTAL: 1w6zt TOTAL: TOTAL: The mayor may not vote except in the case w#ee only six members of the assembly are present and there is a t e/three tie vote of the assembly. n Mayor Arndt Mayor Arndt Mayor Arndt _77 Mayor Arndt Mayor Arndt y m 3 00 v v c0 CD CA) rn 0 CA) 00 Regular Special Convened: KODIAK ISLAND BOROUGH ASSEMBLY ROLL CALL SHEET Recessed: Reconvened: i� Date: Adjourned: BY: SECOND. BY: ` — SECOND: IJU �2_kt p,IWO \X BY: SECOND: �jV" Y BY: SJ� SECOND: 011- BY: SECOND:, ,0 YES NO YES NO YES NO OYES N' Mr. Ames Mr. Ames V Mr. Ames 7 Mr. Ames Mr. Ames Mr. Griffin Mr. Griffin Mr. Griffin Mr. Griffin Mr. Griffin Mr. SharrattV. Mr. Sharratt V Mr. Sharratt• V Mr. Sharratt Mr. Sharratt Mr. Smiley Mr. Smiley Mr. Smiley V Mr. Smiley Mr. Smiley Mr. Turner Mr. Turner �' Mr. Turner V Mr. Turner Mr. Turner b' Mr. Whiteside TLMr. Whiteside Mr. Whiteside Mr. Whiteside Mr. Whiteside OULD ANYONE LIKE TO CHANGE THEIR VOTE? WOULD ANYONE LIKE TO CHANGE THEIR VOTE? TOTAL: TOTAL: TOTAL: I TOTAL: TOTAL: The mayor may not vote except in the case where only six members of the assembly are present and there is a threelthree tie vote of the assembly. n Mayor Arndt Mayor Arndt Mayor Arndt Mayor Arndt Mayor Arndt 00 5i v w 0 w 00 Regular �� Special Convened: KODIAK ISLAND BOROUGH ASSEMBLY ROLL CALL SHEET Recessed: Reconvened: Date: Adjourned: BY:7 4,� � SECOND: � . �A�y P �D BY: SECOND. � BY: 55 SECOND: ��C, BY: I SECOND: BY: SECOND: YES NO - - YES N YES NO YidiD.< Mr. Ames Mr. Ames Mr. Ames Mr. Ames Mr. Ames Mr. Griffin Mr. Griffin V Mr. Griffin Mr. Griffin Mr. Griffin Mr. Sharratt Mr. Sharratt Mr. Sharratt Mr. Sharratt Mr. Sharratt Mr. Smiley Mr. Smiley V Mr. Smiley Mr. Smiley Mr. Smiley Mr. Turner Mr. Turner Mr. Turner Mr. Turner Mr. Turner Mr. Whitesid OULD Mr. Whiteside Mr. Whiteside ANYONE LIKE TOC ANGE THEIR VOTE? WOULD ANYONE Mr. Whiteside Mr. Whiteside LIKE TO CHANGE THEIR VOTE? n TOTAL:I I TOTAL: I I al 0 TOTAL: 1 1 TOTAL: 1 1 1 TOTAL: 1 Z 1 C The mayor may not vote except in the case where on six members of the assembly are present and there is a three/three tie vote of the assembly. n Mayor Arndt I I Mayor Arndt Mayor Arndt Mayor Arndt Mayor Arndt I :E R 00 n AGENDA ITEM #18.C. KODIAK ISLAND BOROUGH Meeting Type: Assembly Regular Meeting Date: t0 • �- 2k Qkl Please PRINT vour name leaiblv Phone number lgr� Uv�Ul � X1� �b�l 1Z P�Oovvl Som �o °l07 d vim- (2— 2 Page 318 of 318 AGENDA ITEM #18.C. Kodiak Island Borough Assembly Newsletter Vol. FY2024, No. 7 October 04, 2024 At Its Regular Meeting Of October 03, 2024, The Kodiak Island Borough Assembly Took The Following Actions. The Next Regular Meeting Of The Borough Assembly Is Scheduled On October 17, 2024, At 6:30 p.m. In The Borough Assembly Chambers. PROCLAIMED The Month Of October Filipino American National History Month Urging All Citizens To Participate In The Festivities Celebrating The Rich Heritage And Traditions Of The Philippine Islands PROCLAIMED The Month Of October National Community Planning Month Which Allows A Public Recognition Of The Participation And Dedication Of The Members Of Planning And Zoning Commission, Professional Planners, And Other Citizen Planners Who Have Contributed Their Time And Expertise To The Improvement Of The Kodiak Island Borough POSTPONED Contract No. FY2019-2513, Amendment #2, With Waste Connections of Alaska, Inc. DBA Alaska Waste For Residential And Commercial Solid Waste Collection And Recycling Services To The Next Regular Meeting Of The Assembly RECONSIDERED/AMENDED/ADOPTED Ordinance No. FY2025-05, An Ordinance Of The Assembly Of The Kodiak Island Borough Rezoning Kodiak Townsite Block 8 Lot 3, Kodiak Townsite Block 8 Lot 4, And Kodiak Townsite Block 8 Lot 3a (Common Addresses 211 Mill Bay Road, 215 Mill Bay Road, And 206 Kashevaroff Avenue) From R3—Multifamily Residential District To B—Business District. AUTHORIZED The Borough Manager To Approve Contract No. FY2025-25, Approval Of The Kodiak Island Borough Advanced Assistance Hydrology And Hydraulics Study With River Focus, Inc. In An Amount Not To Exceed $97,679 ADOPTED Resolution No. FY2025-06, Approval Of The Assembly Meeting Calendar For The Year 2025 ADOPTED Resolution No. FY2025-07, Designating The Individual Who Will Serve As The Designated Administrative Official During The Absence Or Disability Of The Kodiak Island Borough Manager ADOPTED Resolution No. FY2025-08, Designating The Individual Who Will Serve As The Temporary Administrative Official During The Absence Or Disability Of The Borough Manager And Designated Administrative Official POSTPONED Ordinance No. FY2025-03, An Ordinance Of The Assembly Of The Kodiak Island Borough Amending Title 8 Health And Safety Chapter 8.25 Solid Waste Collection And Disposal To Clarify Language And Requirements For Solid Waste Services To The Next Regular Meeting Of The Assembly View our website: Visit our Facebook page: � Follow us on www.kodiakak.us www.facebook.com/KodiakisIandBorough Twitter: @KodiakBorough Page 319 of 318