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12/08/2004 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