2004-12-08 Special MeetingKodiak Island Borough
December 8, 2004 - 12:00 p.m. (Noon)
Mr. Jerome Selby
Borough Mayor
Term Expires 2007
Mr.'ram Abel/
Assemblymember
Term Expires 2005
Mr. Mike Anderson
Assemb /ymember
Term Expires 2006
Mr. Tuck Bonney
Deputy Presiding Officer
Assemblymember
Term Expires 2005
Ms. Pat Branson
Assemblymember
Term Expires 2007
Mr. Cecil Penney
Assemb /ymember
Term Expires 2006
Ms. Nancy Wells
Assemblymember
Term Expires 2005
Ms. Barbara Williams
Assemblymember
Term Expires 2007
Mr. Pat Carlson
Borough Manager
Ms. Judi. Nielsen, CMC
Borough Clerk
Assembly Agenda
Special Meeting - Borough Conference Room
1. ROLL CALL
2. CITIZENS' COMMENTS - Limited to three minutes per speaker.
3. CONSIDERATION OF MATTERS IN THE CALL FOR THE SPECIAL MEETING
A. Borough Interim Manager's Contract
4. ADJOURNMENT
This special meeting was called by Mayor Selby.
Kodiak Island Borough Assembly Agenda
December 8, 2004 Page 1
PO Box 1459 Auburndale FL 33823
Phone/Fax; 863- 229 -1054
Fan 907-486 -9391
Fax
To: Nova — Deputy Clerk From: Nancy Galstad
Pages: 4 ,including cover
Phone: Date: December 8, 2004
Re: Itinerary CC:
SOLUTIONS Inc
❑ Urgent ❑ For Review 0 Please Comment X Please Reply 0 Please Recycle
Following is a copy of the travel itinerary for my upcoming trip to Kodiak.
This was the best price I could get for these dates so close to Christmas.
In my telephone discussions with Mayor Selby, he said the Borough would arrange lodging for me for
next week. Please let me know who will be meeting me at the airport and where 1 will be staying.
Thank you for your assistance.
Nancy
I'd 4SOt sae EBB
suozln tog /perste0
Car
d6b:90 to 22 AON
'
o
z
n pIV
SnaMI
- IV.I.o.I.
IINV An
R spy J
Sn°M sJ^IJ
IV.LOl
..J O �i
V
c
z
�
sIPM'SYAI
'1).1,01
vi
c 7
��
nN ulAl
F
, 4—
e
RPM . SINE
'IV.LO.L
S InM 'SY.I
C
0
CO V)
C
'b
0
CO 8 cn
Z
u
IN V .1 1A1
u�npuy lYNI
IPM SYAI
'IU
tiK-�I
0)
0
U
Kodiak Island Borough
December 8, 2004,12:00 p.m. (Noon)
1. ROLL CALL
Assembly Guidelines
Clerk's note: Assemblymembers Bonney and Williams may be out and asked to be
excused.
Recommended motion: Move to specifically excuse any Assemb /ymembers that are
absent.
VOICE VOTE ON MOTION
2. CITIZENS' COMMENTS - Limited to three minutes per speaker.
3. CONSIDERATION OF MATTERS FOR THE SPECIAL MEETING
A. Contract No. 2004 -60 Borough Interim Manager's Contract.
Recommended motion: Move to approve the Borough Interim Manager's Contract
to Nancy E. Galstad of Solutions, Inc. for the amount stated in the contract.
Assembly discussion.
ROLL CALL VOTE ON MOTION
4. ADJOURNMENT
Recommended motion: Move to adjourn the special meeting.
ROLL CALL VOTE
Special Meeting Borough Conference Room
Kodiak Island Borough Assembly Guidelines
December 8, 2004 Page 1
Nov 22 04 06:49p Galstad /Solutions
PROFESSIONAL SERVICES AGREEMENT
between
Solutions, Inc. (an Alaska Corporation) & Kodiak Island Borough
THIS AGREEMENT made and entered into this day of December. 2004, between Kodiak Island Borough
(Client), and SOLUTIONS Inc. (Consultant).
Section 1. Employment of Consultant. The Client hereby agrees to engage the Consultant and the
Consultant hereby agrees to perform the services hereafter set forth.
Section 2. Consultant's Representation and Warranty. and Manner of Performance
863 229 1054 p.2
e 2,00q-&v
(A) Consultant hereby represents and warrants to the Client, and the Client relies upon said representations and
warranties, that Consultant is a professional in the subject area in which services are to be provided and that
Consultant has more than adequate experience, skill, knowledge, and competence to perform the services set
forth in this Agreement.
(B) Consultant accepts the relationship of trust and confidence between it and the Client. Consultant covenants to
perform its services under this Agreement with due diligence, due care, and in a good and professional manner.
Section 3. Scope of Services. The Consultant shall perform all the services provided for by this Agreement which are
described generally and with particularity in Exhibit A. containing a scope of work and fee schedule for the project,
attached hereto and incorporated by reference as if fully set forth herein.
Section 4. Personnel. Consultant's personnel shall he limited to Consultant employees and those persons approved by
the Client.
Section 5. Time of Performance. The services of the Consultant shall commence upon execution of this contract by
the Client and shall terminate, subject to Sections 8 and 9, on or before March 31, 2005. The period of performance
may be extended for additional periods only by the mutual written agreement of the parties.
Section 6. Compensation.
(A) Subject to the provisions of this Agreement, the Client shall pay the Consultant a total sum for all services and
expenses for the term of this Agreement in accordance with the provisions of Exhibit A .
(B) Travel required for the performance of services pursuant to this Agreement shall be subject to Exhibit A.
(C) Except as otherwise provided in this Agreement and Exhibit A, the Client shall not provide any additional
compensation, payment, use of facilities, service or other thing of value to the Consultant in connection with
performance of his duties under this Agreement. The parties understand and agree that, except as otherwise
provided in this section, administrative overhead and other indirect or direct costs the Consultant may incur in the
performance of its obligations under this Agreement have already been included in computation of the
Consultant's fee and may not be charged to the Client.
(D) Total compensation for all services and expenses due Consultant arising under this Agreement shall not
exceed the amount of Ten Thousand Dollars (510,000) per month plus reimbursement for actual travel expenses
as provided in Exhibit A.
Section 7. Method and Time of Payment
(A) The Client will compensate the Consultant in accordance with Exhibit A. which compensation shall constitute
the full and complete compensation for the Consultant's services and performance under this Agreement.
Payments will be made on receipt of billings submitted pursuant to the schedule set forth in Exhibit A. A billing
is a summary of expenditures to a date by line descriptive categories. Documentation of expenditures need not
be submitted with billings but must be retained by the Consultant in the event the Borough requests said
documentation.
Page 1 of 6 pages
Nov 22 04 O6:4Sp Galstad /Solutions
Page 2 of 6 pages
Section 11. Modifications.
863 229 1054 p.3
(B) No payment will be disbursed until approved by the Client. The Client representative shall review Consultant's
billings in a timely manner, and request from the Consultant necessary explanations or additional documentation
within ten (10) days of receipt of billing by the Client.
Section 8. Termination of Agreement for Cause, If, through any cause, the Consultant shall fail to fulfill in a timely
and proper manner the obligations under this Agreement, or if the Consultant shall violate any of the covenants,
agreements, or stipulations of this Agreement, the Client shall thereupon have the right to terminate this Agreement by
giving written notice to the Consultant of such termination and specifying the effective date thereof, at least five (5)
days before the effective date of such termination. All finished or unfinished documents, date, studies, surveys and
reports or other material (to include without limitation data and information kept on computer, disk, video, tape, etc.)
prepared by the Consultant arising out of or connected with this Agreement are the property of the Client and shall be
delivered to the Borough by or upon the effective date of termination. The Consultant shall be entitled to receive
compensation in accordance with the payment provisions of Exhibit A of this Agreement only for work completed to
the Client's satisfaction in accordance with Exhibit A of this Agreement and the other terms of this Agreement.
Section 9. Termination for Convenience of Client. The Client may terminate this Agreement at any time by giving
written notice to the Consultant of such termination and specifying the effective date of such termination. All finished
or unfinished documents or other materials as described in paragraph 8 above are the property of the Client and shall be
delivered to the Client by or upon the effective date of execution of this section. The Consultant shall be entitled to
receive compensation in accordance with the payment provisions of Exhibit A of this Agreement only for work
completed to the Borough's satisfaction in accordance with Exhibit A of this Agreement and the other terms of this
Agreement. If this Agreement is terminated due to the fault of the Consultant, Section 8 of this Agreement shall govern
the rights and liabilities of the parties.
Section 10. Cause Beyond Control. In the event the Consultant is prevented by a cause or causes beyond control of
the Consultant from performing any obligation of this Agreement. non - performance resulting from such cause or
causes shall not be deemed to be a breach of this Agreement which will render the Consultant liable for damages or
give rights to the cancellation of the Agreement for cause or causes, which writing must be titled "Cause or Causes
Beyond Control of Consultant' However. if and when such cause or causes cease to prevent performance, the
Consultant shall exercise all reasonable diligence to resume and complete performance of the obligation with the least
possible delay. The phrase "cause or causes beyond control," as used in this section, means any one or more of the
following causes which are not attributable to the fault or negligence of the Consultant and which prevent the
performance of the Consultant: fire, explosions, acts of God, war, orders or law of duly constituted public authorities,
and other major uncontrollable and unavoidable events, all of the foregoing which must actually prevent the Consultant
from performing the terms of the Agreement as set forth herein. Events which are peculiar to the Consultant and would
not prevent another consultant from performing, including, but not limited to financial difficulties, are not causes
beyond the control of the Consultant. Based on Consultant's "Cause or Causes Beyond Control of Consultant," the
Client will determine whether the event preventing the Consultant from performing is a cause beyond the Consultant's
control.
(A) The parties may mutually agree to modify the terms of the Agreement only by means of an agreement in writing
signed by both parties. Modifications to the Agreement shall be incorporated into the Agreement by written
amendments.
(B) It is expressly understood that the Client may require changes in the scope of services and an unreasonable refusal
by the Consultant to agree to modification in the scope of services will be the basis for termination of the
Agreement for cause. It is expressly understood that the total amount of compensation for successful performance
of the Agreement will not be modified, under any circumstances, without prior written approval of the Client. The
above notwithstanding, if a change in the scope of services significantly changes the amount of work required of
Consultant or requires services Consultant is not qualified to perform so that it would not be reasonable for
Consultant to perform all the work or provide the qualified personnel for less than the not -to- exceed amount set
out in Section 6(D), then the Client's failure to reasonably increase said not -to- exceed amount will excuse
Consultant's refusal to agree to the modification in the scope of services.
Section 12. Frivol Employment Opportunity. The Consultant will not discriminate against any employee or
applicant for employment in violation of law, to include without limitation, because of race, color, religion, sex,
national origin, physical handicap, age, status as a disabled veteran, or veteran of the Vietnam era. The Consultant
shall take affirmative action to ensure that applicants are employed and that employees are treated during employment
without regard to their race, color, religion, sex, national origin, physical handicap, age, status as a disabled veteran, or
veteran of the Vietnam era. Such actions shall include, but not be limited to the following: employment, upgrading,
Nov 22 04 O6:49p Galstad /Solutions
demotions, or transfers; recruitment or recruitment advertising;, layoffs or terminations: rates of pay or other forms of
compensation; selection for training, including apprenticeship; and participation in recreational and educational
activities. The Consultant agrees to post in conspicuous places in its office available for employees and applicants for
employment, notices to be provided setting forth the provisions of this nondiscrimination clause. The Consultant will,
in all solicitations or advertisements for employees placed by or on behalf of the Consultant, state that all qualified
applicants will receive consideration for employment without regard to race, color, religion, sex, national origin,
physical handicap, age, status as a disabled veteran, or veteran of the Vietnam era. The Consultant will cause the
foregoing provisions to be inserted in all subcontracts for any work covered by this Agreement.
Section 13. Interest of Members of Client and Others. No officer, member or employee of the Client and no
member of its governing body, and no other public official of the governing body shall participate in any decision
relating to this Agreement which affects his or her personal interest or the interest of any corporation, partnership or
association in which he or she is, directly or indirectly, interested or having any personal or pecuniary interest, direct or
indirect, in this Agreement or the proceeds thereof.
Section 14. Non - Assignability.
893 229 1054 p.4
(A) The Consultant shall not assign any interest in this Agreement and shall not transfer any interest in the same
(whether by assignment or novation) without the prior written consent of the Client, thereto; provided, however
that claims for money due or to become due to the Consultant from the Client under this Agreement may be
assigned by court order or to a bank, trust company, or other financial institution without such approval. Notice
of any such assignment or transfer shall be furnished promptly to the Client, or the Consultant shall he
responsible to the Client for any moneys due the assignee of this Agreement which are paid directly to the
Consultant.
(B) The Consultant shall not delegate duties or otherwise subcontract work or services under this Agreement without
the prior written approval of the Client.
Section 15. Interest of Consultant. The Consultant covenants that it presently has no interest and shall not acquire
any interest, direct or indirect, which would conflict in any manner or degree with the performance of services required
to be performed under this Agreement. The Consultant further covenants that in the performance of this Agreement it
shall not knowingly employ any person having any such interest and that it shall reasonably inquire Mall its employees
to determine that they have no such interest.
Section 16. Findtnns Confidential. Except as required by law, including court orders directing disclosure, any
reports, information, data, etc., given to or prepared or assembled by the Consultant under this Agreement which the
Client requests to be kept confidential shall not be made available to any individual or organization by the Consultant
without the prior written approval of the Client.
Section 17. Officials Not to Benefit. No member of the Congress of the United States and no resident commissioner
shall be admitted to any share or part thereof or to any benefit to arise from this Agreement. No member of the
legislature or officer of the State of Alaska or the Borough shall be admitted to any share or part hereof or to any
benefit to arise from this agreement.
Section 18. Publication. Reproduction and Use of Materials. No material produced, in whole or in part, under this
Agreement shall be subject to copyright in the United States or in any other country. The Client shall have unrestricted
authority to publish. disclose. distribute and otherwise use, in whole or in part. any reports data or other materials
prepared under this Agreement.
Section 19. Audits and Inspections. At any time during normal business hours and as often as the Client may deem
necessary, there shall be made available for examination all of Consultant's records with respect to all matters covered
by this Agreement and Consultant will permit representatives of the Client to audit. examine. and make excerpts or
transcripts from such records, and to make audits of all contracts, invoices, materials, payrolls, records of personnel,
conditions of employment, and other data relating to all matters covered by this Agreement. Except in case of
emergency, Consultant must make such records available immediately upon request. In performing such audits and
investigations, the Client and its representatives shall not unduly interfere with the ability of Consultant to perform his
duties under this Agreement.
Section 20. Jurisdiction: Choice of law. Any civil action arising from this Agreement shall be brought in the
superior court for the third judicial district of the State of Alaska at Anchorage. The law of the State of Alaska shall
govem the rights and obligations of the parties.
Page 3 of 6 pages
Nov 22 04 06:49p Galstad /Solutions
863 229 1054
Section 21. Non - Waiver. The failure of the Client at any time to enforce a provision of this Agreement shall in no
way constitute a waiver of the provisions, nor in any way affect the validity of this Agreement or any part thereof, or
the right of the Client thereafter to enforce each and every provision hereof.
Section 22. Permits. Laws and Taxes. The Consultant shall acquire and maintain in good standing all permits,
licenses and other entitlements necessary to the performance under this Agreement. In performing its obligations under
this Agreement, Consultant shall comply with all applicable statutes, ordinances, rules and regulations. The Consultant
shall pay all taxes pertaining to its performance under this Agreement.
Section 23. Relationship of the Parties. The Consultant shall perform its obligations hereunder as an independent
contractor of the Client The Client may administer this Agreement and monitor the Consultant's compliance with this
Agreement but shall not supervise or otherwise direct the Consultant except to provide recommendations and to
provide approvals pursuant to this Agreement.
Section 24. Administration of this Agreement.
(A) The Client's Representative or his designee will be the representative of the Client administering this Agreement.
(B) The services to be furnished by the Consultant shall be administered by the Consultant's Representative. In the
event that the Consultant is unable to serve for any reason to perform his obligations under this Agreement, the
Consultant shall appoint a successor in interest but such appointment will be subject to a written approval of the
Client.
Section 25. Inteeratioa. This instrument and all appendices and amendments hereto embody the entire agreement of
the parties. There are no promises, terms, conditions or obligations other than those contained herein; and this
Agreement shall supersede all previous communications. representations or agreements, either oral or written, between
the parties. To the extent they are not inconsistent with the terms of this Agreement, the following documents are
incorporated by reference into this Agreement as if fully set forth herein:
Section 26. Hold Harmless. Indemnity. The Consultant shall indemnify, hold harmless, and defend the Client, its
officers and employees. and designee from and against any suit, action, claim or liability arising out of any negligent
act, error or omission of the "Consultant" under this Agreement, except for the sole negligence or willful misconduct of
the "Client." "Consultant" and "Client" as used within this section include the employees, agents, Servants or
independent contractors or other contractors who are directly responsible, respectively, to each.
Section 27. Interpretation and Enforcement. This Agreement is being executed by the parties following
negotiations between them. It shall be construed according to the fair intent of the language as a whole, not for or
against any party. The titles of sections in this Agreement are not to be construed as limitations or definitions but are
for identification purposes only.
Section 28. Consultant Insurance.
(A) The Consultant shall carry errors and omissions insurance in an amount of 51,000,000. The insurance shall
remain in force through the term of this Agreement whether occurrence or claims -made and if claims -made, then
for a minimum of three years after final payment to the Consultant by the Client.
The Consultant will striae and maintain at its own expense, the following proper and acceptable insurance
coverage, including defense and indemnification of the Client:
(1) Worker's Compensation insurance in compliance with the laws of the State of Alaska.
(2) Comprehensive General Liability or Commercial General Liability Coverage Limit 51,000,000 Bodily
Injury and Property Damage, combined Single Limit. Coverage to include: Premises Operation,
Products/Completed Operations, Independent Contractors, Blanket Contractual, Broad Form Property
Damage, Personal Injury ,
Comprehensive Automobile Liability: $250,000 combined single limit to include: Owned Vehicles,
Hired Vehicles, and Non-owned Vehicles.
(8)
(3)
(4) A lapse in insurance coverage is a material breach of this Agreement.
which shall result in immediate termination of the Agreement,
pursuant to Section 8.
Page 4 of 6 pages
p.5
Nov 22 04 06:49p Galstad /Solutions
(C) Each policy of insurance required by this section shall provide for no less than 30 days advance notice to the
Client prior to cancellation. Each policy (other than for worker's compensation) shall name the Client as an
additional insured. Each policy shall be endorsed to waive all rights of subrogation against the Client by reason
of any payment made for claims under the above coverage. Consultant's insurance coverage shall be primary to
any coverage carried by the Client which may cover the work specified in this Agreement.
Section 29. Understanding. The Client acknowledges that the he has read and understands the terms of this
Agreement, has had the opportunity to review the same with counsel of its choice, and is executing this Agreement of
his own free will.
Section 30. Severabilitv. If any action or clause of this Agreement is held invalid by a court of competent
jurisdiction, or is otherwise invalid under the law, the remainder of this Agreement shall remain in full force and effect.
Section 31. Compliance with Law. Consultant shall comply with all applicable Federal, State of Alaska and Borough
laws, regulations, and ordinances in performing its duties hereunder.
Section 32. Notice6. Any notice required pertaining to the subject matter of the Agrecment shall be personally
delivered or mailed by prepaid first- class, registered or certified mail to the following address:
Solutions, Inc.
PO Box 1459
Auburnd
Kodiak Island Borough
710 Mill Bay Road
Kodiak, AK 99615
ATTEST:
Expense incurred by Consultant for naming additional insured will be passed on to Client
Nancy
823 -1459
stad, Presi•ent
Jerome Selby, Mayor
Solutions, Inc.
Page 5 of 6 pages
963 229 1054 p.6
Phone/Fax: 863 229 - 1054
Cell: 863 - 206 -4679
E -mail: ngalstad®earthlinknet
Alaska Business License I: 286708
Federal Employer ID #: 80 -0017176
Phone: 907-486 -9310
Fax: 907 - 486 -9391
E-mail: info@kib.co.kodiakak.us
Date:
Nov 22 04 06:49p Galstad /Solutions
Nancy E. Galstad will be the Consultant's employee providing the on -site services described in
this Scope of Work.
Consultant will provide, on an interim basis, the services generally associated with the
office of Borough Manager; serving as the Chief Executive Officer of the Borough and
providing administrative guidance to the Kodiak Island Borough Assembly.
Consultant is authorized one round trip airfare between Orlando, FL and Kodiak, AK during the
month of December, 2004 to meet with Borough officials to facilitate an orderly transition to this
agreement. Consultant will coordinate with the Borough Mayor as to the specific days and will
be compensated a daily amount prorated on the agreed upon monthly fee. (see below) All
airfares will be reimbursed in full.
Consultant will begin providing full -time services at the Borough offices on January 3, 2005 and
will continue until such time as the Borough determines the Consultant's services are no longer
required, but in no case past March 31, 2005 unless this agreement is amended in writing.
Consultant will be reimbursed for one round trip airfare (Orlando, FL — Kodiak AK) during the
two month period of January— February, 2005. An additional round trip airfare will be
reimbursed if Consultant is retained for any period beyond the month of February, 2005.
Furnished housing, utilities and on -site transportation will be provided by the Borough at no cost
to the Consultant.
Fees and Expenses
Monthly Fee: $10,000 (partial month(s) will be prorated)
Authorized Travel: reimbursed at actual cost, including all layover expenses
PerDiem: none unless traveling on behalf of the Borough
The above Exhibit A is hereby acknowledged and made a part of the Professional Services
Agreem . - ween Sol .tion c d . = iak Island Borough.
Alf
Nenc
Date:
a stad, President
EXHIBIT A
For
Kodiak Island Borough
SCOPE OF WORK
6.
Date:
Page 6 of 6 pages
863 229 1054 p.7
or, Kodiak Island Borough
From: Nancy Golstad
To: aog471 @earthlink.net
Date: 12/6/2004 5:49:35 PM
Subject: FW: Alaska Airlines /Horizon Air Confirmation Letter for 12/12/04
Nancy Galstad
ngalstad@earthlink.net
Phone /Fax: (863) 229 -1054
Cell: (863) 206 -4679
> [Original Message]
> From: Alaska /Horizon Airlines <Alaska.IT @AlaskaAir.com>
> To: <ngalstad @earthlink.net>
> Date: 12/6/2004 5:20:02 PM
> Subject: Alaska Airlines /Horizon Air Confirmation Letter for 12/12/04
> Thank you for choosing Alaska Airlines / Horizon Air!
> For questions, changes or cancellations on an Alaska Airlines or Horizon
Air purchased or Mileage Plan award ticket, please call 1- 800 - ALASKAAIR
(1 -800- 252 -7522) for Alaska Airlines, or 1- 800 - 547 -9308 for Horizon Air.
(If calling from Mexico, precede these telephone numbers with 001.)
> For questions, changes, or cancellations on an American Airlines,
Continental Airlines, Hawaiian Airlines or Northwest Airlines Partner Award
ticket, please call the Partner Desk at 1 -800- 307 -6912.
> Confirmation Code: CRKLWF
> Name: GALSTAD /NANCY
> Ticket Number: 027 - 2120588926
> Base Fare: 1516.26
> Tax: 119.54
> Total: 1635.80
> Mileage Plan: None
> REMINDERS AND RESTRICTIONS
2'd 4SOI 622 698
suonntos /pe2ste9
01 64:90 40 22 Aoki
> This electronic ticket is not transferable. This ticket is valid for
travel on Alaska Airlines flights 1- 999 and /or Horizon Air flights 2000 -
2999.
> PAYMENT INFORMATION
> The amount of $1635.80 (U5O) was charged to the Visa Card
** * ***** *** *8096 held by NANCY E GALSTAD on 12/6/2004, using electronic
ticket number 027 - 2120588926. This document is your receipt.
> ITINERARY
> NOTE: For all flights not operated by Alaska Airlines, please check in
with the "operated by" airline.
> December 12 2004
> Alaska Airlines Flight 9
> Depart: Orlando, FL at 8:30 AM
> Arrive: Seattle, WA at 11:44 AM
> Seats: 210
> Meal: Breakfast
>
> December 12 2004
> Alaska Airlines Flight 187
> Depart: Seattle, WA at 2:45 PM
> Arrive: Anchorage, AK at 5:15 PM
> Seats: 6F
> Meal: Snack
> December 12 2004
> Operated by ERA Aviation Flight 4896
> Depart: Anchorage, AK at 6:00 PM
> Arrive: Kodiak, AK at 7:10 PM
> Seats: Not Assigned
> December 17 2004
> Operated by ERA Aviation Flight 4897
> Depart: Kodiak, AK at 7:30 PM
> Arrive: Anchorage, AK at 8:35 PM
> Seats: Not Assigned
> December 18 2004
e•d 4SOT 622 e96
suoizn1os /pe4s1e9
d64 :90 40 22 A01.4
> Operated by Delta Airlines Flight 1776
> Depart: Anchorage, AK at 12:45 AM
> Arrive: Salt Lake City, UT at 7:31 AM
> Seats: Not Assigned
> December 18 2004
> Operated by Delta Airlines Flight 1543
> Depart: Salt Lake City, UT at 10:05 AM
> Arrive: Orlando, FL at 4:18 PM
> Seats: Not Assigned
> BAGGAGE
> Each ticketed passenger is allowed free of charge two checked bags and
only one carry -on bag plus one personal item, such as a purse, briefcase,
or laptop computer. The carry -on bag can measure up to 9" high, 14" wide,
and 22" long (23x36x56cm). The free weight allowance per bag is 50 pounds
per piece of checked baggage.
> Visit http : / /www.alaskaair.com /www2 /help /faqs /CheckedBaggage.asp to read
our full baggage policy.
> When traveling on a partner airline, please confirm baggage restrictions
at the partner airline's Web site.
> AT THE AIRPORT
> All passengers must check in and have a boarding pass before entering the
security screening checkpoint and going to the gate. You may check in when
you arrive at the airport at an Instant Travel Machine or the ticket
counter. Please have this document or your confirmation code available.
> Picture identification, such as a driver's license or passport, is
required to board the aircraft. For Canada and Mexico, proof of
citizenship is required. A Notarized Letter of Consent for travel to /from
Mexico or Canada is necessary for children under 18 when not traveling with
both legal parents. Visit
www.alaskaair.com/www2/help/faqs/Travel_Documents.asp or call
1- 800- 252 -7522 for details.
> CHANGE OF PLANS
> Refund and change options are available online at alaskaair.com for
b'd bsOT 622 E98
suo[yn ToS /pegs Tes
deb :90 170 za Aow
Nov 22 04 06:49p Galstad /Solutions
PO Box 1459 Auburndale FL 33823
Phone/Fax: 863 -229 -1054
To: Kodiak Island Borough Assembly
Via Office of Borough Clerk
Fa:c 907 -486 -9391
Fax
From: Nancy E. Galstad
Pages: 7 , inducting cover
Phone 907 -486 -9310 oats: December 6, 2004
Re: Interim Borough Manager Contract CC:
883 229 1054
SOLUTIONS Inc
0 Urgent 0 For Review 0 Please Comment X Please Reply 0 Please Recycle
aaq - 1oyf
cot $& 9-0
p. 1
Nov 22 04 06:49p GalstadlSolutions
Section 2. Consultant's Representation and Warranty. and Manner of Performance
063 229 1054 p.2
PROFESSIONAL SERVICES AGREEMENT
between
Solutions, Inc. (an Alaska Corporation) & Kodiak Island Borough
THIS AGREEMENT made and entered into this day of December. 2004, between Kodiak Island Borough
(Client), and SOLUTIONS Inc. (Consultant).
Section 1. Employment of Consultant. The Client hereby agrees to engage the Consultant and the
Consultant hereby agrees to perform the services hereafter set forth.
C tvi-tv
(A) Consultant hereby represents and warrants to the Client, and the Client relies upon said representations and
warranties, that Consultant is a professional in the subject area in which services are to be provided and that
Consultant has more than adequate experience, skill, knowledge, and competence to perform the services set
forth in this Agreement
(B) Consultant accepts the relationship of trust and confidence between it and the Client. Consultant covenants to
perform its services under this Agreement with duc diligence, due care. and in a good and professional manner.
Section 3. Scope of Services. The Consultant shalt perform all the services provided for by this Agreement which are
described generally and with particularity in Exhibit A, containing a scope of work and fee schedule for the project,
attached hereto and incorporated by reference as if fully set forth herein.
Section 4. Personnel. Consultant's personnel shall be limited to Consultant employees and those persons approved by
the Client.
Section 5. Time of Performance. The services of the Consultant shall commence upon execution of thls contract by
the Client and shall terminate, subject to Sections 8 and 9, on or before March 31, 2005. The period of performance
may be extended for additional periods only by the mutual written agreement of the parties.
Section 6. Compensation.
(A) Subject to the provisions of this Agreement, the Client shall pay the Consultant a total sum for all services and
expenses for the term of this Agreement in accordance with the provisions of Exhibit A.
(B) Travel required for the performance of services pursuant to this Agreement shall be subject to Exhibit A.
(C) Except as otherwise provided in this Agreement and Exhibit A, the Client shall not provide any additional
compensation, payment, use of facilities, service or other thing of value to the Consultant in connection with
performance of his duties under this Agreement. The parties understand and agree that, except as otherwise
provided in this section, administrative overhead and other indirect or direct costs the Consultant may incur in the
performance of its obligations under this Agreement have already been included in computation of the
Consultant's fee and may not be charged to the Client.
(0) Total compensation for all services and expenses due Consultant arising under this Agreement shall not
exceed the amount of Ten Thousand Dollars (510,000) per month plus reimbursement for actual travel expenses
as provided in Exhibit A.
Section 7. Method and Time of Payment.
(A) The Client will compensate the Consultant in accordance with Exhibit A. which compensation shall constitute
the full and complete compensation for the Consultant's services and performance under this Agreement
Payments will be made on receipt of billings submitted pursuant to the schedule set forth in Exhibit A. A billing
is a summary of expenditures to a date by line descriptive categories. Documentation of expenditures need not
be submitted with billings but must be retained by the Consultant in the event the Borough requests said
documentation.
Page 1 of 6 pages
Nov 22 04 06:49p GalstadlSolutions
(B) No payment will be disbursed until approved by the Client. The Client representative shall review Consultant's
billings in a timely manner, and request from the Consultant necessary explanations or additional documentation
within ten (10) days of receipt of billing by the Client.
Section 8. Termination of Apreement for Cause. If, through any cause, the Consultant shall fail to fulfill in a timely
and proper manner the obligations under this Agreement, or if the Consultant shall violate any of the covenants,
agreements, or stipulations of this Agreement, the Client shall thereupon have the right to terminate this Agreement by
giving written notice to the Consultant of such termination and specifying the effective date thereof, at least five (5)
days before the effective date of such termination. All finished or unfinished documents, date, studies, surveys and
reports or other material (lo include without limitation data and information kept on computer, disk, video, tape, etc.)
prepared by the Consultant arising out of or connected with this Agreement are the property of the Client and shall be
delivered to the Borough by or upon the effective date of termination, The Consultant shall be entitled to receive
compensation in accordance with the payment provisions of Exhibit A of this Agreement only for work completed to
the Client's satisfaction in accordance with Exhibit A of this Agreement and the other terms of this Agreement
Section 9. Termination for Convenience of Client. The Client may terminate this Agreement at any time by giving
written notice to the Consultant of such termination and specifying the effective date of such termination. All finished
or unfinished documents or other materials as described in paragraph 8 above are the property of the Client and shall be
delivered to the Client by or upon the effective date of execution of this section. The Consultant shall be entitled to
receive compensation in accordance with the payment provisions of Exhibit A of this Agreement only for work
completed to the Borough's satisfaction in accordance with Exhibit A of this Agreement and the other terms of this
Agreement. If this Agreement is terminated due to the fault of the Consultant, Section 8 of this Agreement shall govern
the rights and liabilities of the parties.
Section 10. Cause Beyond Control. In the event the Consultant is prevented by a cause or causes beyond control of
the Consultant from performing any obligation of this Agreement. non - performance resulting from such cause or
causes shall not be deemed to be a breach of this Agreement which will render the Consultant liable for damages or
give rights to the cancellation of the Agreement for cause or causes, which writing must be titled "Cause or Causes
Beyond Control of Consultant." However, if and when such cause or causes cease to prevent performance, the
Consultant shall exercise all reasonable diligence to resume and complete performance of the obligation with the least
possible delay. The phrase "cause or causes beyond control," as used in this section, means any one or more of the
following causes which are not attributable to the fault or negligence of the Consultant and which prevent the
performance of the Consultant: fire, explosions, acts of God, war, orders or law of duly constituted public authorities,
and other major uncontrollable and unavoidable events, all of the foregoing which must actually prevent the Consultant
from performing the terms of the Agreement as set forth herein. Events which are peculiar to the Consultant and would
not prevent another consultant from performing, including, but not limited to financial difficulties, are not causes
beyond the control of the Consultant. Based on Consultant's "Cause or Causes Beyond Control of Consultant," the
Client will determine whether the event preventing the Consultant from performing is a cause beyond the Consultant's
control.
Section 11. Modifications.
Page 2 of 6 pages
883 229 1054 p.3
(A) The parties may mutually agree to modify the terms of the Agreement only by means of an agreement in writing
signed by both parties. Modifications to the Agreement shall be incorporated into the Agreement by written
amendments.
(B) it is expressly understood that the Client may require changes in the scope of services and an unreasonable refusal
by the Consultant to agree to modification in the scope of services will be the basis for termination of the
Agreement for cause. It is expressly understood that the total amount of compensation for successful performance
of the Agreement will not be modified, under any circumstances, without prior written approval of the Client. The
above notwithstanding, if a change in the scope of services significantly changes the amount of work required of
Consultant or requires services Consultant is not qualified to perform so that it would not be reasonable for
Consultant to perform all the work or provide the qualified personnel for less than the not -to- exceed amount set
out in Section 6(0), then the Client's failure to reasonably increase said not -to -exceed amount will excuse
Consultant's refusal m agree to the modification in the scope of services.
Section 12. Easel Employment Opportunity. The Consultant will not discriminate against any employee or
applicant for employment in violation of law, to include without limitation, because of race, color, religion, sex,
national origin, physical handicap, age, status as a disabled veteran, or veteran of the Vietnam era. The Consultant
shall take affirmative action to ensure that applicants are employed and that employees are treated during employment
without regard to their race, color, religion, sex, national origin, physical handicap, age, status as a disabled veteran, or
veteran of the Vietnam era Such actions shall include, but not be limited to the following: employment, upgrading,
Nov 22 04 06:49p Galstad /Solutions
demotions, or transfers; recruitment or recruitment advertising;, layoffs or terminations: rates of pay or other forms of
compensation; selection for training, including apprenticeship; and participation in recreational and educational
activities. The Consultant agrees to post in conspicuous places in its office available for employees and applicants for
employment, notices to be provided setting forth the provisions of this nondiscrimination clause. The Consultant will,
in all solicitations or advertisements for employees placed by or on behalf of the Consultant, state that all qualified
applicants will receive consideration for employment without regard to race, color, religion, sex, national origin,
physical handicap, age, status as a disabled veteran, or veteran of the Vietnam era. The Consultant will cause the
foregoing provisions to be inserted in all subcontracts for any work covered by this Agreement.
Section 13. Interest of Members of Client and Others. No officer, member or employee of the Client and no
member of its governing body, and no other public official of the governing body shall participate in any decision
relating to this Agreement which affects his or her personal interest or the interest of any corporation, partnership or
association in which he or she is, directly or indirectly, interested or having any personal or pecuniary interest, direct or
indirect, in this Agreement or the proceeds thereof.
Section 14. Non - Assignability_
(B)
863 229 1054 p.4
(A) The Consultant shall not assign any interest in this Agreement and shall not transfer any interest in the same
(whether by assignment or novation) without the prior written consent of the Client thereto; provided, however
that claims for money due or to become due to the Consultant from the Client under this Agreement may be
assigned by court order or to a bank, trust company, or other financial institution without such approval. Notice
of any such assignment or transfer shall be fumished promptly to the Client, or the Consultant shall be
responsible to the Client for any moneys due the assignee of this Agreement which are paid directly to the
Consultant.
The Consultant shall not delegate duties or otherwise subcontract work or services under this Agreement without
the prior written approval of the Client.
Section 15. Interest of Consultant. The Consultant covenants that it presently has no interest and shall not acquire
any interest, direct or indirect, which would conflict in any manner or degree with the performance of services required
to be performed under this Agreement. The Consultant further covenants that in the performance of this Agreement it
shall not knowingly employ any person having any such interest and that it shall reasonably inquire of all its employees
to determine that they have no such interest.
Section 16. Findings Confidential. Except as required by law, including court orders directing disclosure, any
reports. information, data, etc., given to or prepared or assembled by the Consultant under this Agreement which the
Client requests to be kept confidential shall not be made available to any individual or organization by the Consultant
without the prior written approval of the Client.
Section 17. Officials Not to Benefit. No member of the Congress of the United States and no resident commissioner
shall be admitted to any share or part thereof or to any benefit to arise from this Agreement. No member of the
legislature or officer of the State of Alaska or the Borough shall be admitted to any share or part hereof or to any
benefit to arise from this agreement.
Section 18. Publication. Reproduction and Use of Materials. No material produced, in whole or in part, under this
Agreement shall be subject to copyright in the United States or in any other country. The Client shall have unrestricted
authority to publish. disclose. distribute and otherwise use. in whole or in part. any reports data or other materials
prepared under this Agreement.
Section 19. Audits and Inspections. At any time during normal business hours and as often as the Client may deem
necessary, there shall be made available for examination all of Consultant's records with respect to all matters covered
by this Agreement and Consultant will permit representatives of the Client to audit examine. and make excerpts or
transcripts from such records. and to make audits of all contracts, invoices, materials, payrolls, records of personnel,
conditions of employment, and other data relating to all matters covered by this Agreement. Except in case of
emergency, Consultant must make such records available immediately upon request In performing such audits and
investigations, the Client and its representatives shall not unduly interfere with the ability of Consultant to perform his
duties under this Agreement.
Section 20. Jurisdiction: Choice of Law. Any civil action arising from this Agreement shall be brought in the
superior court for the third judicial district of the State of Alaska at Anchorage. The law of the State of Alaska shall
govern the rights and obligations of the parties.
Page 3 of 6 pages
Nov 22 04 0G:49p Galstad /Solutions
Section 21. Non - Waiver. The failure of the Client at any time to enforce a provision of this Agreement shall in no
way constitute a waiver of the provisions, nor in any way affect the validity of this Agreement or any part thereof. or
the right of the Client thereafter to enforce each and every provision hereof.
Section 22. Permits. Laws and Taxes. The Consultant shall acquire and maintain in good standing all permits,
licenses and other entitlements necessary to the performance under this Agreement. In performing its obligations under
this Agreement, Consultant shall comply with all applicable statutes, ordinances, rules and regulations. The Consultant
shall pay all taxes pertaining to its performance under this Agreement.
Section 23. Relationship of the Parties. The Consultant shall perform its obligations hereunder as an independent
contractor of the Client. The Client may administer this Agreement and monitor the Consultant's compliance with this
Agreement but shall not supervise or otherwise direct the Consultant except to provide recommendations and to
provide approvals pursuant to this Agreement.
Section 24. Administration of this Agreement.
(A) The Client's Representative or his designee will be the representative of the Client administering this Agreement.
(B) The services to be furnished by the Consultant shall be administered by the Consultant's Representative. In the
event that the Consultant is unable to serve for any reason to perform his obligations under this Agreement, the
Consultant shall appoint a successor in interest but such appointment will be subject to a written approval of the
Client.
Section 25. Inteeration. This instrument and all appendices and amendments hereto embody the entire agreement of
the parties. There are no promises, terms, conditions or obligations other than those contained herein: and this
Agreement shall supersede all previous communications, representations or agreements, either oral or written, between
the parties. To the extent they are not inconsistent with the terms of this Agreement, the following documents are
incorporated by reference into this Agreement as if fully set forth herein:
Section 26. Hold Harmless, Indemnity. The Consultant shall indemnify, hold harmless, and defend the Client, its
officers and employees, and designee from and against any suit, action, claim or liability arising out of any negligent
act, error or omission of the "Consultant' under this Agreement, except for the sole negligence or willful misconduct of
the "Client." "Consultant" and "Client" as used within this section include the employees, agents, servants or
independent contractors or other contractors who are directly responsible. respectively, to each.
Section 27. Interpretation and Fnforcemen(. This Agreement is being executed by the parties following
negotiations between them. It shall be construed according to the fair intent of the language as a whole, not for or
against any party. The titles of sections in this Agreement are not to be construed as limitations or definitions but are
for identification purposes only.
Section 28. Consultant Insurance.
(A) The Consultant shall carry errors and omissions insurance in an amount of $1,000,000. The insurance shall
remain in force through the tern of this Agreement whether occurrence or claims -made and if claims -made, then
for a minimum of three years after final payment to the Consultant by the Client.
(8) The Consultant will secure and maintain at its own expense, the following proper and acceptable insurance
coverage, including defense and indemnification of the Client:
(I) Worker's Compensation Insurance in compliance with the laws of the State of Alaska.
(2) Comprehensive General Liability or Commercial General Liability Coverage Limit $1,000,000 Bodily
Injury and Property Damage, combined Single Limit. Coverage to include: Premises Operation,
Products /Completed Operations, Independent Contractors, Blanket Contractual, Broad Form Property
Damage. Personal Injury ,
Comprehensive Automobile Liability: $250.000 combined single limit to include: Owned Vehicles,
Hired Vehicles, and Non -owned Vehicles.
(3)
(4) A lapse in insurance coverage is a material breach of this Agreement,
which shall result in immediate termination of the Agreement,
pursuant to Section 8.
Page 4 of 6 pages
863 229 1054 p.5
Nov 22 04 O6:49p
(C) Each policy of insurance required by this section shall provide for no less than 30 days advance notice to the
Client prior to cancellation. Each policy (other than for worker's compensation) shall name the Client as an
additional insured. Each policy shall be endorsed to waive all rights of subrogation against the Client by reason
of any payment made for claims under the above coverage. Consultant's insurance coverage shall be primary to
any coverage carried by the Client which may cover the work specified in this Agreement.
Expense incurred by Consultant for naming additional insured will be passed on to Client
Section 29. Understanding. The Client acknowledges that the he has read and understands the terms of this
Agreement, has had the opportunity to review the same with counsel of its choice, and is executing this Agreement of
his own free will.
Section 30. Severability. If any action or clause of this Agreement is held invalid by a court of competent
jurisdiction, or is otherwise invalid under the law, the remainder of this Agreement shall remain in full force and effect.
Section 31. Comnliance with Law. Consultant shall comply with all applicable Federal. State of Alaska and Borough
laws, regulations, and ordinances in performing its duties hereunder.
Section 32. Notices. Any notice requited pertaining to the subject matter of the Agreement shall be personally
delivered or mailed by prepaid first- class, registered or certified mail to the following address:
Solutions, Inc.
PO Box 1459
Au bored
Kodiak Island Borough
710 Mill Bay Road
Kodiak, AK 99615
ATTEST:
Nancy
Galstad /Solutions 883 229 1054
823 -1459
stad, Presi
Jerome Selby, Mayor
Solutions, Inc.
Page 5 of 6 pages
Phone/Fax: 863- 229 -1054
Cell: 863 - 206-4679
E -mail: ngalstad@earthlinknet
Alaska Business License N: 286708
Federal Employer ID #: 80 -0017176
Phone: 907 -486 -9310
Fax: 907-486 -9391
E -mail: info®kib.co.kodialcak.us
Date:
P-6
Nov 22 04 06:49p Galstad /Solutions
Nanc
Date:
a stad, President
EXHIBIT A
For
Kodiak Island Borough
SCOPE OF WORK
Fees and Expenses
Monthly Fee: $10,000 (partial month(s) will be prorated)
Authorized Travel: reimbursed at actual cost, including all layover expenses
PerDiem: none unless traveling on behalf of the Borough
or, Kodiak Island Borough
Date:
Page 6 of 6 pages
863 229 1054 p.7
Nancy E. Galstad will be the Consultant's employee providing the on -site services described in
this Scope of Work.
Consultant will provide, on an interim basis, the services generally associated with the
office of Borough Manager; serving as the Chief Executive Officer of the Borough and
providing administrative guidance to the Kodiak Island Borough Assembly.
Consultant is authorized one round trip airfare between Orlando, FL and Kodiak, AK during the
month of' December, 2004 to meet with Borough officials to facilitate an orderly transition to this
agreement. Consultant will coordinate with the Borough Mayor as to the specific days and will
be compensated a daily amount prorated on the agreed upon monthly fee. (see below) All
airfares will be reimbursed in full.
Consultant will begin providing fitll -time services at the Borough offices on January 3, 2005 and
will continue until such time as the Borough determines the Consultant's services are no longer
required, but in no case past March 31, 2005 unless this agreement is amended in writing.
Consultant will be reimbursed for one round trip airfare (Orlando, FL — Kodiak AK) during the
two month period of January— February, 2005. An additional round trip airfare will be
reimbursed if Consultant is retained for any period beyond the month of February, 2005.
Furnished housing, utilities and on -site transportation will be provided by the Borough at no cost
to the Consultant.
The above Exhibit A is hereby acknowledged and made a part of the Professional Services
Agreem - ween Sol tion c. = d Q iak Island Borough.
e .
_SAC- Aror
