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<br />C' - ..tOt) s: 0':' <br /> <br />PROFESSIONAL SERVICES AGREEMENT <br />CONTRACTOR AND CLIENT <br /> <br />THIS AGREEMENT made and entered into this 22''''. day of February, 2005, between <br />Kodiak Island Borough (Client), and Wayne D. Haerer, Jf. Assessment Consulting Services, Inc., (Consultant). <br /> <br />Section 1. Emolovment of Consultant. The Client hereby agrees to engage the Consultant and the <br />Consultant hereby agrees to perform the services hereafter set forth. <br /> <br />Section 2. Consultant's Reoresentation and Warranty. and Manner of Performance <br /> <br />(A) Consultant hereby represents and warrants to the Client, and the Client relies upon said representations and <br />warranties, that Consultant is a professional in the subject area in which services are to be provided and that <br />Consultant has more than adequate experience, skill, knowledge, and competence to perform the services set <br />forth in this Agreement. <br /> <br />(B) Consultant accepts the relationship of trust and confidence between it and the Client. Consultant covenants to <br />perform its services under this Agreement with due diligence, due care, and in a good and professional manner. <br /> <br />Section 3. Scone of Services. The Consultant shall perform all the services provided for by this Agreement which are <br />described generally and with particularity in Exhibit A, containing a fee proposal and scope of work for the project, <br />attached hereto and incorporated by reference as if fully set forth herein. <br /> <br />Section 4. Personnel. Consultant's personnel shall be limited to Consultant employees and those persons approved by <br />the Client. <br /> <br />Section 5. Time of Performance. The services of the Consultant shall commence upon execution of this contract by <br />the Client and shall terminate, subject to Sections 8 and 9, on 5:00 p.m., March 30, 2005. The period ofperfonnance <br />may be extended for additional periods only by the mutual written agreement of the parties. <br /> <br />Section 6. Comoensation. <br /> <br />(A) Subject to the provisions of this Agreement, the Client shall pay the Consultant a total sum for all services and <br />expenses for the term of this Agreement in accordance with the provisions of Exhibit A. <br /> <br />(B) Travel required for the performance of services pursuant to this Agreement shall be subject to Exhibit A. <br /> <br />(C) Except as otherwise provided in this Agreement and Exhibit A, the Client shall not provide any additional <br />compensation, payment, use of facilities, service or other thing of value to the Consultant in connection with <br />performance of his duties under this Agreement. The parties understand and agree that, except as otherwise <br />provided in this section, administrative overhead and other indirect or direct costs the Consultant may incur in the <br />performance of its obligations under this Agreement have already been included in computation of the <br />Consultant's fee and may not be charged to the Client. <br /> <br />(D) Total compensation for all services and expenses due Consultant arising under this Agreement shall not <br />exceed the amount of Five Thousand, Three Hundres, Eighty Dollars ($ 5,380.(0). <br /> <br />Section 7. Method and Time of Pavment. <br /> <br />(A) The Client will compensate the Consultant in accordance with Exhibit A, which compensation shall constitute <br />the full and complete compensation for the Consultant's services and performance under this Agreement. <br />Payments will be made on receipt of billings submitted pursuant to the schedule set forth in Exhibit A. A billing <br />is a summary of expenditures to a date by line descriptive categories. Documentation of expenditures need not <br />be submitted with billings but must be retained by the Consultant in the event the City requests said <br />documentation. <br /> <br />(B) No payment will be disbursed until approved by the Client. The Client representative shall review Consultant's <br />billings in a timely manner, and to request from the Consultant necessary explanations or additionalÔdocumentation within fifteen (5) days of receipt of billing by the Client. <br /> <br />Page 1 <br />