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FY2016-08, EXT A-E; Threshold Services Inc. for Recycling ServicesJune 16, 2020 Chris Lynch Threshold Services, Inc. PO Box 8709 Kodiak, AK 99615 Kodiak Island Borough Engineering & Facilities Department 710 Mill Bay Road Kodiak, Alaska 99615 Phone (907) 486-9342 Fax (907) 486-9394 dconrad@kodiakak.us RE: Month -to -Month Extension of Recycling Contract FY2016-08r Dear Chris: The Kodiak Island Borough wishes to exercise our option for a month to month extension to your existing Recycling Contract. The same provisions of the original contract will remain in effect. The Kodiak Island Borough has scheduled the proposed contract award for the regular Assembly meeting of July 16, 2020. The contract proposal will be discussed at the Assembly work session of July 9, 2020. Please review the following insurance certificates: General liability, Worker's Comp, and Automobile Insurance with the Borough named as "additional insured;" to make sure they are current with the limits outlined in the original agreement. After review of said documents please provide the Kodiak Island Borough with a copy of the documents for our records. You may acknowledge your acceptance of this renewal by signing at the bottom of this document and returning to our office. Sincerely, Achael wes, Manager K fi Island Borou h Chris Lynch Threshold Services Inc., President Attested By, Date Date- —U LSL .. :W Date July 17, 2019 Threshold Services, Inc. PO Box 8709 Kodiak AK 99615 Kodiak Island Borough Engineering & Facilities Department 710 Mill Bay Road Kodiak, Alaska 99615 Phone(907)486-9357 Fax(907)486-9394 dconrad@kodiakak.us RE: Fourth of Four One -Year Extensions on Agreement for Recycling Services Contract Contract# 2016-08D Dear Chris, With this letter the Kodiak Island Borough wishes to exercise our option for the fourth (1) year extension to your existing Agreement for Recycling Services Contract until June 30, 2020. The same provisions of the original contract will remain in effect. Please review the following insurance certificates: General liability, Worker's Comp, and Automobile Insurance with the Borough named as "additional insured;" to make sure they are current with the limits outlined in the original agreement. After review of said documents please provide the Kodiak Island Borough with a copy of the documents for our records. You may acknowledge your acceptance of this renewal by signing at the bottom of this document and returning to our office. Sincerely, Mi hael, Powers, Manager, I odiak Island Borough L (J Chris Lynch Threshold Services ,�yv, iay 7-3�"j Date 44SKq G1 2 April 11, 2018 Threshold Services, Inc. PO Box 8709 Kodiak AK 99615 f Y dl0f6-Q8 C Kodiak Island Borough Engineering & Facilities Department 710 Mill Bay Road Kodiak, Alaska 99615 Phone(907)486-9343 Fax(907)486-9394 mbamett@kodiakak.us RE: Third of Fourth One -Year Extension on Agreement for Recycling Services Contract Dear Chris, With this letter the Kodiak Island Borough wishes to exercise our option for the third (1) year extension to your existing Agreement for Recycling Services Contract until June 30, 2019. The same provisions of the original contract will remain in effect. Please review the following insurance certificates: General liability, Worker's Comp, and Automobile Insurance with the Borough named as "additional insured;" to make sure they are current with the limits outlined in the original agreement. After review of said documents please provide the Kodiak Island Borough with a copy of the documents for our records. You may acknowledge your acceptance of this renewal by signing at the bottom of this document and returning to our office. Sincerely, Mi ael, Powers, Manager, Kodiak Island Borough A � - ( /" s Lynch Threshold Services `f-/Z-/�' Date D or April 14, 2017 Threshold Services, Inc. PO Box 8709 Kodiak AK 99615 F49016 ©SB Kodiak Island Borough Engineering & Facilities Department 710 Mill Bay Road Kodiak, Alaska 99615 Phone(907)486-9342 Fax(907)486-9394 btucker@kodiakak.us RE: Second Year Extension on Agreement for Recycling Services Contract Dear Stephanie, With this letter the Kodiak Island Borough wishes to exercise our option for the Second year extension to your existing Agreement for Recycling Services Contract until June 30, 2018. The same provisions of the original contract will remain in effect. Please review the following insurance certificates: General liability, Worker's Comp, and Automobile Insurance with the Borough named as "additional insured;" to make sure they are current with the limits outlined in the original agreement. After review of said documents please provide the Kodiak Island Borough with a copy of the documents for our records. You may acknowledge your acceptance of this renewal by signing at the bottom of this document and returning to our office. Sincerely! �,. %IVAVi Michael Powers Island through Manager Threshold Services 611/da at `D ZD Date P.O. Box 8709 Kodiak, AK 99615 Phone (907) 486-6551 www.thresholdservicesinc.org Bob Tucker, Threshold Services, Inc. RECEIVED MAY 15 2017 KODIAK ISLAND dOROUGF? 710 Mill Bay Rd Kodiak AK 99615 tA May 10, 2017 Thank you for extending Threshold's contract with Kodiak Island Borough. By choosing to extend our contract you are giving job security to all of us here at Threshold Services. And, more than half of our employees experience barriers that would make it very difficult to find jobs elsewhere. Thank you for your business and all your support. Thank you, Stephanie Mason Executive Director 907.942.0565 Threshold Services Inc. is an equal opportunity employer and provider. May 11, 2016 Threshold Services, Inc. PO Box 8709 Kodiak AK 99615 Kodiak Island Borough Engineerit:g & Facilities Department 710 Mill Bay Road Kodiak, Alaska 99615 Phone (907) 486-9342 Fax (907) 486-9394 btucker@kodiakak.us RE: First Year Extension on Agreement for Recycling Services Contract Dear Ken, With this letter the Kodiak Island Borough wishes to exercise our option for the First year extension to your existing Agreement for Recycling Services Contract until June 30, 2017. The same provisions of the original contract will remain in effect, Please review the following insurance certificates: General liability, Worker's Comp, and Automobile Insurance with the Borough named as "additional insured;" to make sure they are current with the limits outlined in the original agreement. After review of said documents please provide the Kodiak Island Borough with a copy of the documents for our records. You may acknowledge your acceptance of this renewal by signing at the bottom of this document and returning to our office. Sincerel /,z (CI Manager, Kodiak Island Borough (, 1, :31(,, Date AGREEMENT FOR RECYCLING SERVICES rygolef —OF THIS AGREEMENT imade this 19st of June 2015 by and between the Kodiak Island Borough (K]B') and Threshold Services, Inc., hereinafter called the Contractor. WITNESETH- That the KIB and Contractor for the consideration hereinafter recited agree as follows: Pr9ject. The Contractor agrees to perform services which shall be dcfora ed by the following and any additional specifications and addenda thereto which are signed by the parties or incorporated herein as part of thisAgreement, which documents are hereinafter referred to as the Contract Documents. The essential project activities include the Contractor's response to the letter reccivcd on 12 June 2015 from your office regarding the Draft Memorandum to the KU3 Assembly - Addendum to the Recycling Processor RFP, sent via e-mail on 08 June 2015 to Thrcshold Services Inc. (TSI) for review I comment. The addendum was drafted following a proposal negotiation meeting with TSI representatives and KIB E/F staff on 04 June 20 l5 all other iterns outside of this addendum listed in the RFP are binding. The Contractor will provide all labor, equipment, personnel, quarterly reports, and payment in -voices in as timely manner as outlined in this Agreement. The Contractor agrees to perform all services necessary for the processing and shipment of recyclable materials within the city and borough limits., The KM will continue to cover costs associated with tipping the six cardboard recycling dumpsters that are received by the Contractor. Threshold will collect and process cardboard, mixed paper/paperboard, newspaper, plastic, aluminum cans and office paper. Rccycliablc material does not include large metal items such as vehicles, parts of vehicles, appliances or home construction type of siding. Contractor will implement the processing methods and collection as described in its RFP Proposal and the final addandum and cover all costs associated with Contractor's collection and handling of recyclable materials. 1. glob Cue mmencernent and Performance. The Contractor shallcommence work oin fuly 6, 2015. 1 Duration ofAprpermnant The term of this agrecment is for one (1) year with four (4) one. - year (1 -year) extension options. The agreement will start rain July 6, 2015. If one or both extension options are exercised KE3 and the Contractor agree to evaluate and/or negofiate an increase/decrease due to inflation and/or change in scope of services. Threshold must notify K113 of its intent to propose extension terms sixty (60) days pfior to end of the term of the agreement. KM holds exclusive right to extend the term of the agreement pending Assembly approval . 3. EPEm N.'eactMain _fflgfl#ggL The project manager shall be the KM's Environmental Specialist in the Engineering and Facilities Department of the KIB or KIB Manager's designee. 4. Commsaflon. The KIB agrees to pay to the Contractor as compensation for services under RL the following paymen-t schedulc: (,a) $20,687.00 Baer month as as flat rate, regardless of weighl or volume. This price is based on processing an estimated 650 tons. (b) Addendum to modification #3: TSI requests the baseline price to be based on tile average price paid IoTS] for the three major recyclables during the 2 -year period encompassing CY2013,,.°014 The KEB will continue to cover costs associated with tipping the six c:ardboard recycling dumpsters thalare received by the Contractor. ,5. faxm-ent. Payment will be a rnointhly flat rate, Contractor will be responsible for monthly invoicing to KIB Engineering/Facilifies Department. The Contractor shall provide documentation that satisfies KIB and will provide easily understandable and reproducible forms of back as information that is accurate and minimizes review time by KIB. The Contractor shall provide any additional information to KEB which may be reasonable in support of any payrnerit request. Morhthly invoices and backup shall be delivered to KIB no Wer than the end of die following month and shall be paid within t.hirty (30) days from the date of the invoice unless KIB notifies the Contractor in wrifing of Us reason for not making payrnent. of the sums requested. 6. Collection Plan. Contractor will adhere to the collection plan and processing methods based upon its RFP Proposal and addendum. T,U�tui m�en( y�ndPe�rsonne�L The Contractor has identified, as shown iiiii RFP Proposal and Addendurn hereto, the equipment to be used in the collection and processing of recyclable material.This identification s[iiall include the minimum following inforn.iation (a) Equipment type, (b) Equipment quantities, (c) Availability of backup equipment. The Contractor has, also identified in RFP Proposal the number ofpcirsonnel inecessar.y to meet the requdrements of this Agreement. Personnel listed shall urn laude inanagerneffl, supervisor�y, customer service, equ . ipment operators, colleCLion personnel, etc. Any changes to rnanacl0ernerd personnel shall be promptly communicated to KTB. Final 1311[smosition of lel aterials. It is the responsibility or the Contractor to ensure that collected material is processed and recycled. To this end the Contractor is to 10 docurnerit the final disposition of the collectcd material as part of the quarterly iteporting requirement. 9. Documentation.Contractor shall maintain throughout the duration of the Agreement plus three (3) years, ocurnentaition on all of the services provided. Contractor shall maintain records to substantiate all work performed and fees requested. Such records shall include, but not be limited to, daily records on the pounds of processed recyclables, shipment records and location of recyclable pick up locations etc. Copies or portions of this documentation may be requested by KfB to be supplied with Contractor's monthly requests for payment. 10. Records andR. AM!A��r (a) Records. Contractor will collect and record, at a minimum, the following Ln information daily, indicating the day of the week and date: (i) Tonnage� Tons of Recyclatiles - weight of each load (gross, tare and net); receipts from the recyclatiles processing facilities. (b) Reports.Contra. ctor will include the following informaition in its Quarterly Report as described in the KIB RFP and Contractors RFP Proposal: as summary of the records for tonnage, and any additional information requested by Kffl� (c) 11inventory. Contractor will submit its inventory of Service Assets to include - (i) as general description of its maintenance yards, facilities, drop off locations etc.; the orace and any other administrative and customer service offices, (H) Vehicles described by type (i.e. manufacturc and model number for cab, chassis and body; and descriptive notation said as front end loader, compactor etc.), number, DMV license number, the age of the chassis and body, type of body (open -top, closed etc.); type of fuel used; the date of acquisition; the maintenance and rebuilt status; lease or installment purchase information. 11. Conimunication. All official communications from Contractor to KM regarding this Agreement will be directed to the Project Manager, 12.,Recvc1a11x1es Processil— and Markefina Contractor may change its selection of recyclables processing facility and noffy KM within 30 days of doing so. If the recyclables processing facility is wholly or partially inoperable for any reason, including uncontrollable circumstances, Contractor will make other arrangements to process Recyclatil es or to transport the recyclables to the recyclables processing facility without increase of the Contractor compensation despite any consequent additional costs to Convactor. M 134 Service Standards. Contractor will provide spm -vice in accord ance with the. following pro -visions: (a) Litter, Spills and Leaks. (i) Likler. Contractor will ensure that each collection vehicle carries as broom and shovel at all thnes for this purpose. (H) Material SpilLs... Contractor will transport recyclables, only in covered vehicles, Contractor will prevent niaterials from escaping, dropping, spilling, lb lowing or scattering from vehicles during collection and transportation. Contractor will imirnediately clean up any niatcrials that we dropped, blown., spilled, scauered, or vacked onto any alley, street or public or private place.. (iii) Liquid Leaks. During collection tind transportation, Conuactor will also prevent oil, hydraWic fluid, paint cn- officr liquid from leaking out of vchiOcs. Contractor will enst.ire that each collection vehicle cm -ries petroleum absorbent materials. Contractor will immediately cover leaked fluids with absorptive materials, remove those materials from the ground and apply as cleaning ag cnL to cleninse the soiled sputum, Contracinr will assure that no hydraulic fluid or other liquid leaks from any vehiMe onto the pavernm-st. If an leak does occur, Contractor will irniti,itdiately clean it up. (b) Customers' Privacy. Contractor will strictly ot7sme and protect c.,ustayncrs' fights of privacy. Contractor wawllli not. reveal information identifying individual custorners or the composition or contents of as cusumier's waste 5-Arearn to any parson (other than the KEB) unless upoin the authority of as courL of law, by applicable law or by valid authoriz-afion of the rustomer, and will usc reasonable business efforts keep that infor-ramion confidential among staff and its consultants. This provision will not be construed to precitide Contractor from preparing, participating in or assiSfing in the preparation of waste characterization studies or waste strcam analyses that may be required by applicable law., hi addifion, Contractor will not market, sell, convey, or donate tcany person any lim with the name or address of customers. The rights accc)rded ciumomers pursuant to this sectiori me in addition to any other privacy right iccorded customers, pursuant to applicable law. Coraraq.:,-,tor will use rei-asonmall e business efforts to keelp information with respect to customers and cmstonier service information (such as, accounts serviced, containers, special services, recyclables inventory, sales of recyclables and contaminants) confidential among staff and its consultants, if any, as per tied by applicable law. (c) Vehicles and Drivers. (i) Leak -proof Vehicles. Vehicles used in collection or transportation of recyclabhes must have watertight bcds of metal or impervious material that can be cleaned. (H) Vehicle Identification, Contractor will ensure that its name and telephone number are clearly shown on each vehicle, indicating that the vehicles are owned and operated by Contractor. MIUMMM (i) Mces. Contractor will maintain anadministrative office ((he "Offlee") located in the K113 or City of Kodiak (CoK) at the address provided [in Contractor Documentation. (ii) Operations Yard. If Contractor sites its operations and maintenance facilities in the KEB or CoK, it will do so in accordance with applicable laws, including zoning laws, with ample ingress and egress for vehicles. Contractor will maintain its facility in a neat, clean and presentable manner, including regular sweeping of related grounds for litter. (e) Pavement and Utilities. Contractor is responsible for damage to pavement and drivin- surfaces if collection sites are located on pubfic or private property, other than ordinary wear and tear, if the damage is the result of vehicles exceeding the maximum weight limits allowed by applicable law or Contractor's negligent operation or vehicics, Customer or KIB may direct Contractor to promptly repair or replace damaged driving surfaces or utilities or repair and replace them itself or through as third party, to satisfaction of customer or KEB, as the case may be, Contractor will reimburse customer for his or her costs of repair or replacement and KIB or Co K the reimbursement costs of repair or replacement. Contractor is responsible for damage to public and private utilities, whether located on public streets or property or private property, if damage is the result of the inatkenflon, carelessness or negligence of Contractor. (f) Damage to Proper(y and Personal Injury. Contra or will not cause damage to property or personal injury. At its sole expense, Contractor will repair or replace to the satisfaction of the owner of damaged property, any physical damage to public or private property and will reimburse to the satisfaction of an injured individual, the cost of any personal injury caused by the negligent or MIMI acts or omissions of Contractor. KIB may refer all complainks of damamc or mJ ury to e 19 Contractor as a maRer within Contractor"s sole responsibility. P,4otwithstanding any rightS the K1B has for breach of contract, disputes bomeen Contractor and Persons as to damage to private pavement or othcr property or to injury are civil matter.s between the Contractor and that person. Prompfly upon receiving notice of any damage to Cusiorner's properly by phone or other medium, Contractor will record that inFormation and determine wh- effier or not the dainage to Customer',,; Ippropperty,was caused by the. inattention, carelessness or negligence of C xraraf:-tor's employees. If (,ontriactor determines ttiat, it was respwisible for the damage, within 3 days of rnaking its deterrininafion, Contractor will reimburse Customer, his or her direct costs of repair or replacement of damaged property. Contractor 'will provide VUB with as copy of 11,he recorded danwage log in its quarterly report. 14. R!gLit lo Audit., Contractor shall mairmain c.-omplete and acctmate records, kept fin accordance with gerrlly accepted accounting standards, of all of Contractor's Costs that are chargeable to and shall[ retain such records for at ie-ast three (3) years after completion of the contract. Cont.m-,actor shall also maintain records of custoinn ers served. KIB shall 1-iiave the right, at any reasowible firne, to inspeci. and audit those records during the coursc of work and 0 [.11roughow. the fl-irec (3) year retention period. Contractor shall accommodate such review at no additional cost. Contnactor shall incorporate this requirement in all cu:)intracts with Lhird parfies to which this wcDrk may be subcontracted. Regardless of location, the KM may enter operation and maintenance facilities during Office Hours and observe, inspect �,,wncl review Contractor's operations therein. 15. Indemnification. The Cnntracwr specifically obligates himself to pay for all materials a - K:i-rrflshd ;d rse xvices perforKned under this Agreem ent. Contractor shall finderni-iffy and hold KIB, its elected officials,, officers, and q�inplayees free arid harmless frorn all losses,darnages, expcrises, judarvierits, liens, clainis, suits, dernands, or liabilities of any kind, including reasonable attorneys" fees, for injury or death to persons, or loss, or damage to property arising otfl of Contractor's performance of Buis Agreemcni. Such indemnity shall not cover losses, damages, expenses, judgments, liens, claims, dernands, or fiatfflifies that are cauied by the sole rmgligence or K1B. Contracfor shall be given notice of any suit, clairn, or (Jernand within as reasonable time after ICM acquires knowledge thereof and.,,;,hall be authorized to defend the sense without cost to KIB (saving that K.I.R sluxll pay iLv� own counsel fee if it wishias io have separate representation iii any suit). . Icu-muctor shall be given all information and assistance that it nuay reasonably rug quire to c.W'end the action. Nc) compromise or settlement or any such suit, claim, or demand shall be entered into until the written inotice of rontrackor litis been given to 103. I (a) General Insurance Provisions. (i) Contractor shall not commence with or under this Agreement until it has obtained the insurances required under this section. (H) All coverage shall be with insurance carriers licensed and admitted to do business in the State of Alaska. (iii) All coverage shall be with insurance carriers acceptable to K111 (iv) of of Insurance Coverage: Contractor shall provide KIJ3, al, the time the contract is returned for execution, certificates of insurance, endorsements, andior policies, acceptable to the M13, as listed below. I Ccrtificate of Insuranec for Workers' Compensation Insurance,, 2. Certificate of Insurance for Comirinercial General Liability Insurance; 3, Certificate of Insurance for Vehicle Liability linsurance; 4. If so requested, certified copies of all policies shall be furnished. (v) Continuation of Coverage. If any of the above coverages expire during the term of this contract, Contractor shall deliver renewal certificates and/or policies to KIB at least ten (1 0) days prior to the expiration date. (b) Specific Insurance Provisions- Contractor shall at all times, at its own expense, keep in force the following described insurance for protection against the claims of employees or other persons, insuring both the Cointracror and the KIB against liability that may accrue against them or either of them in connection with Contractor's performance under this Agreement. (i) WDrkers' Compensation Insurance- the Contractor shall procure and maintain during the life of this contract, 'Workers' Compensation Insurance, disability bencrits and other similar ernployce benefit acts including Employers' Liability Coverage, in accordance with all 0 applicable statutes of the State of Alaska. (H) Commercial General Liability Insumnce. The Contractor shall procure and inaintain during the life of this Agreement, Commercial General Liability Insurance on an "Occurrence Basis" with limits of liability not less than $1,000,000 per occurrence and/or aggregate 0 0 cr::nnbined siirngle firnit, Perso: nal Injury,, Bodilly Injury and Pn-.3peirty Darn;age. ro (Hi) IVIoter Vehicle Liability. The Contractor shall ff,.wocure and rwaiintain durLing the H16 n -)f ffii-si,Agreement, Mator Vehicle L.Aabffit�, ' 0 V Insurance, incNdiw-q:!,, applicat4e '1,4o... aan,da coverages, with himits nf liability of inn s[. P less than $1,000,00C.) per occurrence carni.-nincd single ErnitBodily InJuryand Property Darnage. Coverage shall include all o%virwd vehicles, all rion-owned vehicles, and all hired vehicle%. (iv,') Additional Insured- "rhe fol1wving Auall be additional insureds. The KEB, auidl inch.,iding all elected and appointed officials, all (.!rnpIIoyer-,S awl volunteers, all boards, cornirnissicins and/or authorifies and their board mernbeirs, empk:nYees and'volunteers. This c(.:),vcragc sN.fll be priniary to Iffic additional insureds, and nol, coni ctin g,with any other insurance or similar protection .wailable w IN! additional instirer.1s, whether other avaih.:61e caverage be primary, contributing or C:KCeSS,, (v) CancellaflonNotllclava Workers' Cq, orapens,-,.aion Insurance, Comrnercial General 1, iabilirY Insurance anir.1 Motor "Vehicle I iability Insurance, wv; described abo,ve, shdl include an endorscrnent stating the IbIllowing: "'Sixty (60) daysi- Adva:incewritten notice of cancellation or inon renewal stioll be, sent to: Woody Koning, Kodiak Island M:)rough, 710 Mill Bay Road, Kodial-,,., A.K 99615. ()6) if Coinuactor fails to cornply with the insunance re. qu ire rnent.s of'this Agreen-hent, the KI' nrnay terminate the Agreement; and (vii) Contractor coveriiants kr.,D rinaintain all insurance 1policies required in this Agreeren ent for, the period ofikirrie in which as 1person may cornmence as civil actim-i ass presirribed by the applicable-, statues of limitations. The coverage itequired by this Agreement shail over zffl claims arising in cr::miaeckian with the performance off" Contnictor under this Agireement, whether or not asserk,!d during fl,iie term of 06s Air real nt avid even ir,hciagh judicial proccalien gs may not be comirnenced inrnnruff ;after the expiration of Nis Agreement. (a) Payments for work performed under Lhis Agreement will equal the value of the work done b,.Y the Conkn.wtor at the, agreed price. 5 (b) The Contractor must noffy the KIB or its agent rip" any and all claims for costs in excess of the corn r -act w-nOtHIL within ten (10) days Of hICUITing such cost or such claim shall be deemed waived. 18..Chain Pes and ModifleatiorLs. (a) The KD3 may, at any time by written order signed by the Borough Manager, or his designee, of the KIB, make changes in the specifications for scrvices hereunder or in the projm.-I scliedule. Any additions or, redtwfions to the amouint of thi,.a Agreement resulting from authorized changes whether initiated byContractor or the KIB must be agreed upoia in writing by bod'i parties hereto, stibJect to the contract and sale provisions of the KIB Code. (b) The cost or credit, to the K.M... resulting from as charnge lah die services or in the project schedule sNall be determined ans follows: (i) by rnutual acceptance of a lurnp sum properly iternized and supported by sufficient subitanthadng duata to permit evaluation or; (ii) by the fees stated in this Agreement and Contractor's proposal or subsequently agreed upon. 19. Prosecution oF Work. "I'lie Contractor shall per` osectite the work in a prompt and diligent rnariner whenever such work or any part of it becomes available, in order to promme the general 1progress of the prqject, services. Upon written request by the KIB., the Contractor shall furnish to the KIB such evidence as the K.113 may require ielafing to the ability of the Contractor to complete the services. 20. ARL)royahs. nie Cointractor shall obtain and pay for all pern-fts, licenses and official inspections made necessiary by the work, and shall cornply with all laws, ordinances and rcgulatkms bearing on the work and thte Contractor's conduct thereof, (a.) Defirlifiorv;: (i) unless otherwise provided, the contract time is the period of time allotted in this Agreement. (ii) the date of cornmencement of the project is the date e.,mablished in this Agreement is set forth above. (iii)the term "day," as used in the Convact Documents, shall mean Calendar day unless otherwise specifically designated. I (1i'v)all tfrrm Ilurrrmfts sell Forth herein are of the firm this Agrecirneint.. 22.Breaches mJIDg,dibulits, 1)ama �gessyagrid OtReu her veiirliiers. I ...................... h_ EM shall bave the rigto to,,�Athlhold from piyments ditie Contractor suchsium!s as necessary, in KIB's sole ande:rr,,clusivir,.-,,iopiiirl�ion, for the lisum.1 purposes .,J below in t'his secil.ion. Action uik,en under this s#,,.ttion shall not affect other rights or !remedies &,,)f KI B granterby other pro -visions of this Agreement or by, hvvv; and dio not. rellieve Contn-i.tictor frwri the consequeriMS or flabilifies airiwfing froirn Con tracitrir's irrrcts ar f,:.mussions. (i) To protecil, fel" M Rgainst any $050 Or daynage t1hal, iima,rcsiii.:iih from the Y events fistful in this section and at'lly OthCir nii.-gliglern cf,'Or unsufi!sfaclory %vork by Contraru.:n; (H) 'Falillurie o rC orur,,,iclor 111.o Ilraeribrrin iir,)r albilde Iby an obligatilDVI i..indeir the Agreement,, (iiipclaiims against Convactor or K1113 relailled to (,'7001[ractor`s perfornuance of' �vork; (jv) Dan-tages by Contractor to others not adjusted; (v) IlFlirobable filhing of a clairn -against KEB or Cionuiractor. (vijhir application for paymero. vriissTamm es the arrikount. of (vii)The methfAology used tn rJocument services ourtipti!!,ied is unsatisfactory;, (viii)DO'ectivesf,.�rviclf-,-s not remcdied; 1 0 (Lm,)Third jp,�,iirty clairns filled or evidcrice., ividicailing probable Fifing nlsiuch Claims; (x) Persistent failure to perforin the qervicies iro accordiance with this Agreernenl_ (b) D M L_e5jqjiR Tizirr6inafign. Eittiler party shall hu, vt.,: the fight. to terminate thisi a,greeurtertt j_ uporuriotice in vvrffirig to the other pul.y. ft 11 (J) If The Corvtract(:mir is adjudged as barklu'upt irnfity, or niid-,-es a g,-ncral ,assignsnen't fear thcIbex nefat of em" ediirrors,orlifarecl.r.,i,,�icri-.,;appo'intedov H account of insolvency, or if Contractor reruses or faills, except in cases for which extension of time is provided, to supply enough properly skill ed professionals or proper services, or fails to rnake prompt payment to subcontractors or for materials or labor, or persistently disregards laws, ordinances, rules, regulations or orders of any public authority Ihaving jurisdiction, or otherwise is guifty of a -violation of an provision of this Agreement, then the KD 3 may, without prejudice to any right or remedy and after giving the Conuactor seven days written notice, terminate the employment of the Contractor and take possession of all materials and documents preparcd by the Contractor in connection with the project services, and may finish the work by whatever method it may deem expedient. In such case, the Contractor sluall not enc entitled to receive any further payment. (H) KTB shall Ihaavue the right to terminate this Agreernem at its sole discretion at any thne ur.x,)n thirty (30) days written notice given to Contractor. In the case of early tennination, a final payrrwnt will be made to Contra ctnr upon approval by the Project Manager of invoices for costs incurred to date of termination and as written report describing all work performed by Contractor to date of termination. Any portion of an month shall be prorated accordingly based on a 30-dzky month. (iii)Contracwr shall not discontinue required service under this Agreement whhout ninety (90) days notice to KIB. (c) Other Rights., (i) The failure of either party to exercise any of its fights under this Agreement fbr a breach of an obligation crie.wed by this Agreement shall not be deerned to be a waiver of such rights nor shall the same be deemed to be a waiver of any subsequent. breach. No custom or pni. c6ce Df the parties at variance with the terms of this agreerrient shall consfilute as waiver of any right to demand exact compliance with Elie terins oF this Agreement. (H) In the event suit is filled ko enforce any of the terms or conditions of this Agreement, the prevailing party shall be enififled to reasonable attorncy's feesm (Ri) In the event of default. the Contractor shall allow KD3 to use its equipment in order to continue recycling services for a period of up to six (6) rnonilh% All contracts, leases, or other documents encumbering or limiting Contractor's interest in such property shall contain this provision. 23. As Mi.,Lirlinemt. This Agreement shall not be assigned by operation of law or throtiP, h riegotiaterl agreement. by the Contractor without, the iv,rivlen f.x,-,rv-nJssion. of K113. Howe',ver, siabcorivracting porfions of the project services to be 1mrrormed purstiziint tc:n this Agreement shall not be corksideired an assigriment for the pn,jrposes of this Agreeri-wint. mrhne Corturaciniv, shall not subcontrad arry work to br performed or ainy rnaterials to be furnished in the perforrviance of the Contraci without the prior written consent of ffie KJR IF the Contractor shall subcankract any part of this Contract, the Contractor shall be fully mspionsible tv:) (he KIB for the acts and onihssions of f1he Subircontraf,:,tor, and c)f the persons eitherdirectly or indirectly emplo,Y eA by ffic�" Subcontractor, tcn the snmmc extent as Contractor is ri.msponsible four the acis aind ornissions of Contractor. Nothing ccnitmined in this Agrecivnerit ,Ball create any contractual relation betwcen ari:, Subcontrauor avid the KIB. V 24,'Walver. F-ailure f,,)f tht.- K[B or th,e Contnactor to enf(:)rcc a specific, section of"this Agreerneim .......... .— .. aa.. g ainst one another or to enforce a particialar df.=,avid of the VJB or l.he Contractor iinarlp pimirsuarit to the terms of this Agireemeint stioll not effe-ct awai,imr of any of the KLIB's or the Contrac,tor's rights -and powers as set fc.irth in 11-11is, Agreement. 25. ID 1.2pule Resolution. ......... .. ..... . ........ . . . . ............................................................................. (a' KI 1B 's iraerpretafiovi or decision is binding on Contractor, subject to the following dispute resciutiorm pro,visions (::& this Agreement. (b) Rispg!gI Jtgwkithe ion- TBorm,Agh Manager shall at the request. of r r c decide any dispiate arising under this contract which is not disposed by nam gremean entbeoxeein Contractor and VUB's Project Manager. "rhe Borough Manager shal� rvduce the c1ccision to writing and furnish an cq:)y to Cmitractor., The Boroiagh Manager reser,w,cs the right to ina.1ce a,wrillen reqtiesl to Contractor at any time for any addiflomal itift.)rmation. needed to make their decision. "'rhe decision of the Bc)rough Manager shall be final arid: coniclusi,w-c unless, within diirty (3 0) da, Y s frorn the date of receipj. i[If ,.- copy, Corairactor rnails or othcrwise furnislies to the 7Kodiak Island Borotigh Assernbly, an writteri apl[wal. rhe 1,4oficz of Appeal shall includespeciflic exceptions tc) thic Borough Manager's deq,:,isicin, hurl ulding specific pro,vision of thie contract refied upfan. Gerieral assertions that the Borotggh Mainal-ler's decision is contrar) to haw or br,) fack are not sufficient. 11he decision olf the Kodhak. IslandBoro.: 1,,1gl.1 Assembly shall be irendei red within one hundred twerity (1 20) days c)f fl-iie P,,'qntice of Appeal. The decision shall be final and coriclusi,ve urpless determined by a court of cir.)rnpetera Ju�,gfisdiction to ha-ve been fraudulent, or capriicimz, or arbitrary, or so grosssl; eirrorie,c::ws as necessarily to Wiply bad raitih. 26, 10 -nents, including Comractor`!; proposal iegraflon.The Agreernma and the irefiar nred docw and the list attached as Exhibit A, represent the entire and integrater.1 i -agreement between, the 0 12 jurisdiction to have bcen fraudulent, or caprkJous, or ,,Wbitraq, or so grossly erroneous necess,,�trilly to imlply base fiaitlh. 26., 1 le ratioig. The Agreement and the refereinced docurn eriajr, including Contractor"s proposal E ! 9 ............................................ I aind the, list attackied as Exhibit A, represent thic entire and integrated agirce.mcm. bet-wemi thhe p, mics Ilneireto and supersedes all l::Prior mgmiafions, represeintat ions, or agreernents, either written or oral., 27. Authins lzed Siall - mAqM., Contracu:)r will provide con rirrinafionkt.�Fti fication of' current v I iuthorized signatofies fbr'Threshold Services, 1xic. and provide updates to KIB within 10 days ofany changes to zluthorizcd signatorics. 2.8. Nottc-e.'Written inotice purstmxint to Ihis Contract sl aill be rhe rued delivered to eitheir party H' i;-a-niietiver` ed to a sul)eNnIctident or officier of a party or m-,:ifled to khr, parfies at. the follIllowit,ig addresses: Kodiak Waind Borough Office of the Mairiager 710 Mill R -ray Road Kodiak., Alaska 9961:5 6398 rhreshold Services, Inc. P.O., Box 8709 Kodiak, AK 99615 29. Cerfificafiorit,. Ttm Contrackor ceirfifies that it is not debarirt.td, suspended, Iproposed for debarment or declared ineligible for work with flhe State, of Alaska., Cot-araoor shall notify the IKIB within Rive (5) 1working dRys of any such nction brought zigainst the Corairactor during the term (,-)f this Agreerriient. 1111P 71-ke terms of this Agreemem, shall ble frorn.J i...i ly 6 u.) June 30.2016.sub'ect to o finnalY wensions as sen, forth in Section 2. .............. . . . ... . .................. . . ... . ... . . ....... . . ...... . . . . ... ................... . .... . .... . ...... . .... . ... . ..... . . m KODIAK ISLAND BOROUGH ............. Borough Managaer TITIZESHOLD SERM11CMS, [N(,", B re . .........y� ... ....... (print fidle) m