FY2020-35 Jacobs pka CH2M Hill Engineering Conceopt 35% design and consulting services forFrom:
Patricia Valerio
To:
Irene Arellano
Cc:
Nova Javier
Subject:
RE: Project Completion Dates
Date:
Thursday, January 25, 2024 1:54:05 PM
Hi Irene,
Contract FY2020-35 is complete. The work for this contract was completed on 7.14.2021.
Contract FY2020-16 is complete. The work for this contract was completed on 6.11.2020.
Contract FY2018-03 is complete. The work for this contract was completed on 5.11.2021
m
From: Irene Arellano <iarellano@kodiakak.us>
Sent: Thursday, January 11, 2024 11:56 AM
To: Patricia Valerio <pvalerio@kodiakak.us>
Subject: FW: Project Completion Date
Hi Patricia,
Please check FY2020-16 if has been complete so we can apply retention dates on the contract.
Thank you,
Irene
From: Irene Arellano
Sent: Thursday, January 11, 2024 11:35 AM
To: Patricia Valerio <avalerioC@kodiakak.us>
Subject: Project Completion Date
Hi Patricia,
This contract is missing agreement date.
FY2020-35 Jensen Yorba Lott Engineering Concept 35% design and consulting services
for Leachate Treatment Plant Operations
Inquiring if this project has been complete so we can apply retention dates on the contract.
Thank you,
Irene
Jacobs
May 6, 2020
Dave Conrad
Director of Engineering & Facilities
Kodiak Island Borough
710 Mill Bay Road
Kodiak, AK 99615
949 E. 36th Avenue, Suite 500
Anchorage, Alaska 99508
United States
T +1.907.762.1500
F +1.907.762.1600
www.jacobs.com
Subject: Fee Proposal for Kodiak Landfill Stage 3 Closure Concept Design and Additional
Consulting Support for Leachate Treatment Plant (LTP) Operations
Dear Dave,
CH2M HILL Engineers, Inc. (Jacobs) is pleased to provide this fee proposal to provide a
concept design for interim closure of a portion of the Kodiak Landfill, hereby called the
Stage 3 Closure. The purpose for this proposed closure is to divert clean stormwater away
from the leachate lagoon to reduce the volume of leachate that must be treated in the
Leachate Treatment Plant. The intent is to prepare a concept design for regulatory
approval. Also included in this fee proposal is a request for additional funding for LTP
Operations. We suggest the following scope of work:
Task 1: Stage 3 Closure Concept Design. Jacobs will use the design criteria and
specifications for the Stage 2 Closure (2012) and prepare a concept design for KIB review.
The extent of the interim cover will include: the remaining portion of the western slopes
with tie-in to the Stage 1 and Stage 2 closure areas; areas of the landfill top deck that are
not critical to ongoing operations; and areas of the eastern slopes where landfilling can be
delayed for at least several years to make the closure construction worthwhile. The closure
on the western slopes will be considered Final Closure. The closure on the top deck and
eastern slopes will be considered interim, as the final closure plan involves additional
placement of fill over these areas. Following submittal of the concept design, Jacobs and
KIB will have a teleconference to discuss and resolve comments.
Deliverables: concept design report with 2 -page narrative; up to 3 drawings
including plan, section, and details showing extent of cover and tie-in with existing
CH2M HILL, Inc.
Jacobs
May 6, 2020
Subject: Fee Proposal for Kodiak Landfill Stage 3 Closure Concept Design and Additional Consulting Support for Leachate
Treatment Plant (LTP) Operations
cover and stormwater systems; AACE Class 4 construction cost estimate (expected
accuracy range -20% to +50%); and response to KIB comments on the concept
design.
Assumptions: KIB will provide recent topography of the landfill surface. KIB will
provide current photos (or drone video) of the landfill.
Task 2: Additional LTP Operations. Jacobs will provide additional support for LTP
operations as requested by KIB. This support may include: conference calls to understand
operational status of the LTP and type of support needed; review of operational data and
recommendations for improving performance; or other support requested by KIB.
Fee Proposal. Estimated price for these tasks, using 2020 labor rates included in
Attachment 1, is shown in the table below.
1 -Stage 3 Concept Design $18,600
2 -Consulting Support for LTP Operations $10,000
Total $28,600
Contract Terms. We propose to conduct this work on a time and materials basis using the
enclosed Agreement for Professional Services included as Attachment 2. We will be
conducting this work using our legal entity CH2M HILL Engineers, Inc., a Jacobs company.
Sincerely
Cory Hinds, P.E.
Jacobs Project Manager
�Jf Q
Patrick Kalita
Manager of Projects
Attachment 1: 2020 Staff Rates
Labor Category/Description
Project Management 1/Design Manager
Project Management 3/Project Manager
Civil Engineer 1/Civil and Stormwater Lead
Civil Design 1/CADD
Civil Design Technician 6/Process Automation Lead
Geotechnical Engineer 1/Geosynthetics
Geotechnical Engineer 5/Geosynthetics Review
Environmental Engineer 4/Project Controls
Environmental Engineer 6/Civil Review
Technologist Professional 1/Stormwater Review
Publishing Technician 6/Specifications Processing
Estimating Professional 6/Cost Estimator
Client Deliverables Support 6/Publications and Editing
Accounting Professional 1/Project Accountant
2020 Hourly Rate
180
180
125
90
95
125
180
180
180
180
160
180
100
75
Kodiak LF, Stage 3 Closure
AGREEMENT
FOR
PROFESSIONAL SERVICES
BETWEEN
C112M HILL ENGINEERS, INC.
AND
KODIAK ISLAND BOROUGH
AGREEMENT FOR
PROFESSIONAL SERVICES
TABLE OF CONTENTS
ARTICLE 1
General Obligations of Engineer
ARTICLE 2
General Obligations of Client
ARTICLE 3
Compensation
ARTICLE 4
Payments
ARTICLE 5
Period of Service
ARTICLE 6
Changes in Scope of Services
ARTICLE 7
Warranty
ARTICLE 8
Indemnification
ARTICLE 9
Limitation of Liability
ARTICLE 10
Insurance
ARTICLE 11
Relationship of Engineer to Client
ARTICLE 12
Personnel
ARTICLE 13
Ownership of Instruments of Service and Data
ARTICLE 14
Permits and Licenses
ARTICLE 15
Adherence to Laws
ARTICLE 16
Nondisclosure of Proprietary and
Confidential Materials
ARTICLE 17
Certification or Sealing of Instruments of Services
by Professional Engineer
ARTICLE 18
Force Majeure
ARTICLE 19
Project Delay
ARTICLE 20
Construction Phase Services
ARTICLE 21
Governing Law
ARTICLE 22
Alternate Dispute Resolution
ARTICLE 23
Notices and/or Communications
ARTICLE 24
Miscellaneous
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AGREEMENT FOR
PROFESSIONAL SERVICES
THIS AGREEMENT, made and executed as of the day of , 2020 by and
between C112M HILL ENGINEERS, INC., with a place of business at 949 East 36th Avenue,
Anchorage, (hereinafter called "Engineer") and the Kodiak Island Borough, an incorporated
borough, with a place of business at 710 Mill Bay Road, Kodiak (hereinafter called "Client"),
collectively referred to herein as "Parties", provides as follows:
ARTICLE 1
GENERAL OBLIGATIONS OF ENGINEER
The description of the Client's project (the "Project") and scope of services (hereinafter
"Services") to be provided to Client is stated in a formal Proposal from Engineer dated
(the "Proposal"). The Proposal is made a part of this Agreement by
reference.
ARTICLE 2
GENERAL OBLIGATIONS OF CLIENT
Client shall provide Engineer full information regarding Client's requirements for the Project
and shall provide information regarding existing facilities, such as drawings, as -built drawings,
legal description, easements, rights of way, agreements with any utilities, or any other
information in Client's possession which is necessary or useful in connection with the Project.
Client shall appoint a representative that will have the authority to make decisions on behalf of
Client regarding the Project. Client shall make decisions regarding the Project in a timely
manner.
ARTICLE 3
COMPENSATION
Engineer will be compensated for Services as set forth in the Proposal.
ARTICLE 4
PAYMENTS
Engineer will submit monthly invoices for compensation and expenses by electronic
transmission. Payments will be due within 30 days after receipt of invoices and shall be made by
electronic funds transfer to the bank and account designated in the invoice. Past due amounts
will accrue interest at one and one-half percent (11/2%) per month, without limiting other
remedies.
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In the event Client does not make payments as required herein, in addition to any other remedy
available to Engineer, including but not limited to termination, Engineer shall have the right to
suspend its performance on the Project and await receipt of all payments and interest then due
before resuming performance. Engineer shall be entitled an extension of time for the period of
suspension. During any suspension, Engineer shall have the right to terminate the Agreement for
non-payment.
ARTICLE 5
PERIOD OF SERVICE
Engineer shall make its best efforts to complete its Services for the Project within the time period
set forth in the Proposal.
ARTICLE 6
CHANGES IN SCOPE OF SERVICES
Client may, at any time, make changes in the scope of Services for the Project or in the definition
of Services to be performed. In the event Client notifies Engineer of its desire to make a change
in the scope of Services that may change the cost of performance, Engineer shall, within ten (10)
working days after receiving such notice, give Client notification of any potential change in price
for the Services. Equitable adjustments to price and time of performance resulting from scope of
Services changes will be negotiated and upon mutual agreement by Client and Engineer, this
Agreement will be modified by a written instrument, signed by both parties, to reflect the
changes in scope of Services, price and schedule.
ARTICLE 7
LIM1\.1►7_10111.1
A. Engineer warrants that its engineering, design and consulting Services will be performed in
accordance with generally accepted standards in the industry. Following completion of its
Services and for a period of twelve (12) months thereafter, if the Services provided
hereunder do not conform to the warranty above stated and the same is reported to Engineer
by Client in writing promptly after recognition thereof, Engineer shall, at no cost to Client,
furnish all remedial engineering, design or consulting Services required in connection
therewith as soon as reasonably possible after receipt of such report from Client; and
Engineer shall have no liability for costs related to the repair, replacement, addition or
deletion of materials, equipment or facilities as a result of such failure to conform to the
above -referenced warranties, which costs shall be deemed costs of the project, whether
incurred during performance of the Services or after completion of the Services.
B. Engineer's warranties shall not apply to any defect which results from: ordinary wear and
tear, misoperation, corrosion or erosion, noise levels, operating conditions more severe than
those contemplated in the original design, or a defect in a process or mechanical design or
equipment furnished or specified by Client or others.
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C. All representations, warranties and guarantees made by Engineer in connection with its
Services are limited to those set forth in this Article 6. IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE
SPECIFICALLY EXCLUDED. For any deficiencies in the Services, Client shall be
restricted to the remedies expressly set forth in this Article 6; such remedies are Client's
sole and exclusive remedies for deficiencies in the Services and Client hereby waives any
and all other remedies, whether at law or in equity, and regardless of whether the claim is
asserted under contract, tort (including the concurrent or sole and exclusive negligence of
Engineer), strict liability or otherwise.
ARTICLE 8
INDEMNIFICATION
A. Engineer will defend, indemnify and hold the Client harmless from all claims, liabilities,
demands, costs, expenses (including attorneys' fees) and causes of action arising out of
third party claims for bodily injury (including death) and damage to tangible property to
the extent caused by a negligent act or omission of Engineer, its employee or
subconsultant.
B. The Client hereby agrees to release, waive all rights of subrogation against, defend,
indemnify and hold Engineer harmless from all claims, liabilities, demands, costs, expenses
(including attorneys' fees) and causes of action arising out of bodily injury (including
death) to any person or damage or loss to any property ("Harms"), irrespective of
Engineer's fault (including, without limitation, breach of contract, tort including concurrent
or sole and exclusive negligence, strict liability or otherwise of Engineer), when the Harms
result from (i) the discharge, dispersal, release or escape of smoke, vapors, soot, fumes,
acids, alkalis, toxic chemicals, liquids or gases, waste materials or other irritants,
contaminants or pollutants into or upon land, the atmosphere or any water course or body
of water; (ii) errors or omissions in Engineer's Services due to Engineer being required,
directly or indirectly, by Client to take certain actions contrary to the recommendations of
Engineer; (iii) errors or omissions in Engineer's Services while assisting in the
commissioning, start-up or operation of Client's facilities; and (iv) the acts, errors,
omissions or negligence of Client, its employee or other contractor.
ARTICLE 9
LIMITATION OF LIABILITY
The total aggregate liability of Engineer arising out of the performance or breach of this
Agreement shall not exceed twenty-five percent (25%) of the compensation paid to Engineer
under this Agreement. Notwithstanding any other provision of this Agreement, Engineer shall
have no liability to the Client for contingent, consequential or other indirect damages including,
without limitation, damages for loss of use, revenue or profit (direct or indirect); operating costs
and facility downtime; or other similar business interruption losses, however the same may be
caused. The limitations and exclusions of liability set forth in this Article shall apply regardless
of the fault, breach of contract, tort (including negligence), strict liability or otherwise of
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Engineer, its employees or subconsultants. The Parties agree that the limitations of liability and
waiver of damages as set forth herein shall not be interpreted as a form of indemnification.
ARTICLE 10
INSURANCE
A. During the term of this Agreement, Engineer shall, at its sole expense, secure and maintain
in force policies of insurance of the following types:
1. Workers' compensation coverage in accordance with the statutory requirements of
the jurisdiction in which services are to be performed.
2. Employer's liability insurance with a minimum of $250,000.
3. Comprehensive General Liability Insurance, subject to a limit for bodily injury and
property damage combined of at least $1,000,000 aggregate.
4. Automobile liability insurance subject to a limit for bodily injury and property
damage combined, of at least $1,000,000 per occurrence.
B. Engineer shall furnish Client certificates of insurance evidencing the insurance coverages
required in this Article 9. The certificates shall stipulate that should any of the above
insurance policies be cancelled before the termination of this Agreement, the issuing
company will endeavor to mail thirty (30) days' written notice to Client.
C. As between Engineer and Client, Client agrees to insure (or at its election to self -insure) its
existing property and the facilities which are the subject of the Engineer's services, from
risks insurable under Fire and Extended Coverage, All Risk Builder's Risk, and Business
Interruption Insurance policies. Client hereby waives any rights which it or its insurers
may have against Engineer for any damages, losses or expenses resulting from the risks to
be insured (or self-insured) by Client or its contractors on the facilities which are the
subject of Engineer's Services, and Client agrees to include Engineer as an additional
insured in all such policies and in any waiver of rights obtained by Client from its
contractor with respect to property damage insurance carried by such contractor.
ARTICLE 11
RELATIONSHIP OF ENGINEER TO CLIENT
The Engineer shall be and shall operate as an independent contractor with respect to the Services
performed under this Agreement and shall not be nor operate as an agent or employee of Client.
This Agreement is not intended to be one of hiring under the provisions of a Workers'
Compensation statute or other law and shall not be so construed.
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ARTICLE 12
PERSONNEL
Engineer agrees that during Engineer's performance of Services hereunder, adequate provision
shall be made to staff and retain the services of such competent personnel as may be appropriate
or necessary for the performance of such Services. Client shall have the right to review the
personnel assigned by Engineer, and Engineer shall remove any personnel not acceptable to
Client. Engineer may remove personnel assigned to the Project without Client's prior approval,
provided the progress of the Services shall not be unreasonably impaired.
ARTICLE 13
OWNERSHIP OF INSTRUMENTS OF SERVICE AND DATA
A. Client agrees to defend, indemnify and hold harmless Engineer and its employees from and
against claims resulting from re -use of the design data, drawings, estimates, calculations
and specifications prepared by Engineer ("instruments of service") on extensions of the
project or at a location other than that contemplated by this Agreement. Client is advised
that should Client re -use the instruments of service at another location, the instruments of
service should be reviewed and sealed by Client or an engineer licensed in the jurisdiction
where the instruments of service are sought to be re -used.
B. All materials and information that are the property of Client and all copies or duplications
thereof shall be delivered to Client by Engineer, if requested by Client, upon completion of
Services. Engineer may retain one complete set of reproducible copies of all of its
instruments of service.
ARTICLE 14
PERMITS AND LICENSES
Engineer represents to Client that it has and will maintain during the performance of the Services
under this Agreement any permits or licenses which, under the regulations of federal, state, or
local governmental authority, it may be required to maintain in order to perform the Services.
ARTICLE 15
ADHERENCE TO LAWS
Engineer shall adhere to federal, state, and local laws, rules, regulations, and ordinances
applicable to performance of the Services hereunder including, without limitation, all applicable
provisions of federal and state law relating to equal employment opportunity and non-
discrimination.
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ARTICLE 16
NONDISCLOSURE OF PROPRIETARY AND
CONFIDENTIAL MATERIALS
Client and Engineer agree that any disclosure will be made on the following basis:
A. Confidential Client Information ("Primary Data") disclosed to Engineer which is identified
in writing by Client as proprietary to Client shall be: (1) safeguarded, (2) maintained in
confidence, and (3) made available by Engineer only to those of its employees or others
who have a need -to -know and agree to equivalent conditions pertaining to nondisclosure as
contained herein.
B. Upon completion of the Project or sooner if Client so requests, the Engineer shall return to
Client's representative all Primary Data furnished to the Engineer under this Agreement
and shall, if requested, deliver to the Client's representative all drawings, schedules,
calculations, and other documents generated by Engineer for use in connection with the
Project ("Secondary Data").
C. Engineer shall not use for itself or to disclose to third parties any Primary Data or
Secondary Data without the prior written consent of Client.
D. The nondisclosure obligations pertaining to Primary and Secondary Data shall terminate
three (3) years from date Engineer's association with this Project terminates. The
nondisclosure obligations shall not apply to any data which:
1. Was known to the Engineer (and previously unrestricted) before disclosure of
Primary Data to Engineer under this Agreement or before generation of Secondary
Data;
2. Is subsequently acquired by the Engineer from a third party who is not in default of
any obligation restricting the disclosure of such information; or
3. Is subsequently available or becomes generally available to the public.
E. Notwithstanding this nondisclosure obligation, Engineer may nevertheless draw upon its
experience in its future association with other clients.
ARTICLE 17
CERTIFICATION OR SEALING OF INSTRUMENTS OF SERVICE BY
PROFESSIONAL ENGINEER
All specifications, drawings, and other engineering documents that are prepared by Engineer
shall be certified or sealed by a registered professional engineer. Such certifications or seals
shall be valid for the state in which the specifications, drawings, or other engineering documents
are to be used or applied.
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ARTICLE 18
FORCE MAJEURE
Any delays in or failure of performance by Engineer or Client, other than the payment of money,
shall not constitute default hereunder if and to the extent such delays or failures of performance
are caused by occurrences beyond the reasonable control of Client or Engineer, as the case may
be, including but not limited to, acts of God or the public enemy; compliance with any order or
request of any governmental authority; fires, floods, explosion, accidents; riots, strikes or other
concerted acts of workmen, whether direct or indirect; or any causes, whether or not of the same
class or kind as those specifically named above, which are not within the reasonable control of
Client or Engineer respectively. In the event that any event of force majeure as herein defined
occurs, Engineer shall be entitled to a reasonable extension of time for performance of its
Services under this Agreement.
ARTICLE 19
PROJECT DELAY
If the Engineer's proposal calls for provision of its Services under a guaranteed maximum price,
fixed fee, or stipulated lump sum basis and the Engineer's work on any phase of the Services is
extended by one or more force majeure events or other delays not attributable in whole or in part
to the fault of Engineer, then the guaranteed maximum price, fixed fee, or stipulated lump sum,
as the case may be, shall be equitably adjusted.
ARTICLE 20
CONSTRUCTION PHASE SERVICES
If this Agreement includes the furnishing of any Services during the construction phase of the
Project, the following terms will apply:
A. If Engineer is called upon to observe the work of Client's construction contractor(s) for the
detection of defects or deficiencies in such work, Engineer will not bear any responsibility
or liability for such defects or deficiencies or for the failure to so detect. Engineer shall not
make inspections or reviews of the safety programs or procedures of the construction
contractor(s), and shall not review their work for the purpose of ensuring their compliance
with safety standards.
B. If Engineer is called upon to review submittals from construction contractors, Engineer shall
review and approve or take other appropriate action upon construction contractor(s)'
submittals such as shop drawings, product data and samples, but only for the limited
purpose of checking for conformance with information given and the design concept
expressed in the contract documents. The Engineer's action shall be taken with such
reasonable promptness as to cause no delay in the work while allowing sufficient time in the
Engineer's professional judgment to permit adequate review. Review of such submittals
will not be conducted for the purpose of determining the accuracy and completeness of other
details such as dimensions and quantities or for substantiating instructions for installation or
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performance of equipment or systems designed by the construction contractor, all of which
remain the responsibility of the construction contractor. The Engineer's review shall not
constitute approval of safety precautions or of construction means, methods, techniques,
sequences or procedures. The Engineer's approval of a specific item shall not indicate
approval of an assembly of which the item is a component.
C. Engineer shall not assume any responsibility or liability for performance of the construction
services, or for the safety of persons and property during construction, or for compliance
with federal, state and local statutes, rules, regulations and codes applicable to the conduct
of the construction services.
D. All services performed by others, including construction contractors and their
subcontractors, shall be warranted only by such others and not by the Engineer.
E. All contracts between Client and its construction contractor(s) shall contain broad form
indemnity and insurance clauses in favor of Client and Engineer, in a form satisfactory to
Engineer.
ARTICLE 21
GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the State of
Alaska.
ARTICLE 22
ALTERNATE DISPUTE RESOLUTION
A. Client and Engineer understand and appreciate that their long term mutual interests will be
best served by affecting a rapid and fair resolution of any claims or disputes which may
arise out of this Agreement. Therefore, both Parties agree to use their best efforts to resolve
all such disputes as rapidly as possible on a fair and equitable basis. Toward this end both
Parties agree to develop and follow a process for presenting, rapidly assessing, and settling
claims on a fair and equitable basis.
B. If any dispute or claim arising under this Agreement cannot be resolved by the project
managers for the Parties within thirty (30) days after they identified the problem, the Parties
agree that either of them may refer the matter to a panel consisting of one (1) executive from
each party not directly involved in the claim or dispute for review and resolution. A copy of
the Agreement, agreed upon facts (and areas of disagreement), and concise summary of the
basis for each side's contentions will be provided to both executives who shall review the
same, confer, and attempt to reach a mutual resolution of the issue.
C. If the dispute cannot be resolved under the process set forth in Section B, the Parties may
elect to resolve the dispute through non-binding mediation. If mediation is to be utilized,
the Parties shall select a single unrelated but qualified Mediator who shall hold a hearing
(not to exceed half a day) during which each Party shall present its version of the facts
(supported, if desired, by sworn, written testimony, and other relevant documents), its
assessment of damages, and its argument. The Parties shall provide the Mediator with
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copies of all documents provided to their senior executives under Section B at least ten (10)
days prior to the scheduled date of the mediation hearing. The Parties may also provide the
Mediator with copies of any laws or regulations that they feel are relevant to the dispute. A
copy of the Agreement and any disputed Purchase Orders will be provided to the Mediator.
Formal written arguments, legal memorandum, and live testimony are discouraged but may
be permitted at the discretion of the Mediator. Both Parties agree to make any involved
employees or documents available to the other Party for its review and use in preparing its
position under this clause without the need for subpoena or other court order.
D. Following the mediation, the Mediator will meet with both Parties and provide each of
them, on a confidential basis, with his/her views of the strengths and weaknesses of their
respective positions. The Parties will then reconvene and, with the assistance of the
Mediator, attempt to resolve the matter. If the Parties cannot achieve resolution on the day
of the mediation hearing or within forty-eight (48) hours thereafter, the Mediator will,
within fifteen (15) additional days, issue a written, non-binding decision on the issue.
E. If the matter has not been resolved utilizing the processes set forth above and the Parties are
unwilling to accept the non-binding decision of the Mediator, either or both Parties may
elect to pursue resolution through litigation. In the event of any litigation between the
Parties, it is agreed and stipulated that the case shall be heard and decided by the court,
without a jury.
F. The costs of the Mediator shall be borne equally by the Parties. Each Party will bear its own
costs of mediation.
ARTICLE 23
NOTICES AND/OR COMMUNICATIONS
All notices and/or communications to be given under this Agreement shall be in writing and
shall be addressed as follows:
To En ig neer
Original to: Cory Hinds, P.E.
Position: Project Manager
& Facilities
Address: CH2M HILL ENGINEERS, INC.
949 E. 36th Avenue, Suite 500
Anchorage, AK 99508
Copy to:
Position:
Address:
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Page 9 of 10
To Client
Original to: David Conrad
Position: Director of Engineering
Address: Kodiak Island Borough
710 Mill Bay Road
Kodiak, AK 99615
Copy to:
Position:
Address:
Either party may, by written notice to the other, change the representative or the address to
which such notices, certificates, or communications are to be sent.
ARTICLE 24
MISCELLANEOUS
A. Waiver. Waiver by either party of any breach or failure to enforce any of the terms and
conditions of this Agreement at any time shall not in any way effect, limit, or waive such
party's rights thereafter to enforce and compel strict compliance with all the terms and
conditions of this Agreement.
B. Severability. Any provision of this Agreement prohibited by law shall be ineffective to the
extent of such prohibition without invalidating the remaining provisions of this Agreement.
C. Rights and Remedies. The specific remedies set forth in this Agreement, including but not
limited to those remedies with respect to the quality of the Services performed by Engineer
hereunder, are the exclusive remedies of the Parties.
D. Transfer of Ownership. Client represents that either it is the sole owner of the facilities
which are the object of the Services or that it is authorized to bind and does bind all owners
of such facilities to the releases and limitations of liability set forth in this Agreement.
Client further agrees that any future recipient of any interest in the facilities and the Services
will be bound by such releases and lifnitations of liability such that the total aggregate
liability of Engineer to Client and such recipients shall not exceed the limits of liability set
forth in this Agreement.
E. Time of Accrual. For services performed by Engineer before substantial completion, all
causes of action against Engineer shall accrue and the statute of limitations shall commence
to run no later than the date of substantial completion of the Project. For services performed
by Engineer after the date of substantial completion but before final completion of the
Project, all causes of action against Engineer shall accrue and the statute of limitations shall
commence to run no later than the date of final completion. The Parties expressly agree that
the discovery rule for purposes of accrual shall not apply.
F. Publicity. Neither of the Parties shall make any press release, news disclosure or other
advertising related to the Project that includes the name of the other party without first
obtaining the written approval of the other party.
G. Entirety of Agreentent. This Agreement constitutes the entire Agreement between the
parties with respect to the subject matter hereof and supersedes all prior negotiations and
discussions concerning the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as
of the date first above written.
ENGINEER:
CH2M HILL ENGINEERS, INC.
File: APS JEG (4-6-09)
Date: 11 -June -20
CLIENT -
By:
Michael Powers, Date: 619/2020
Kodiak Island Borough Manager
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