Kittitas Harris Professional Services Agreement v1_Final

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2.2 Performance by Harris (a) Manner of Performance -- Harris shall perform the Professional Services in an efficient, competent and timely manner and exercise reasonable care, skill and diligence in the performance thereof. (b) Harris’ Discretion -- Harris shall determine in its sole discretion the manner and means by which the Professional Services shall be performed, with due consideration of adequate knowledge transfer to the Organization personnel. Harris will communicate openly with the Organization on its methodology, manner and means. (c) Conduct on Organization’s Premises -- The Professional Services may be performed on the premises of Organization, and Organization shall fully cooperate in facilitating such performance of the Professional Services. Harris agrees, while working on the Organization’s premises, to observe the Organization’s rules and policies relating to the security thereof, access to or use of all or part of the Organization’s premises and any of the Organization’s property, including proprietary or confidential information. Harris agrees that when it is working on the Organization’s premises, its personnel shall observe the Organization’s administrative and ethics codes relating to the security, access or use of all or part of the Organization’s premises and any of the Organization’s property, including proprietary or confidential information. (d) Inquiries by Organization -- Harris shall respond expeditiously to any inquiries pertaining to this Agreement from the Organization. (e) Independence -- As an independent consultant, Organization retains Harris on an independent contractor basis and not as an employee. (f) Coordination of Services -- Harris agrees to work closely with Organization’s staff in the performance of Professional Services and shall be available to Organization’s staff at such reasonable times as may be set out in a Statement of Work, failing which, Harris shall be available between 8 am and 5 pm Pacific Standard Time or Pacific Daylight Time, as applicable. (g) Maintenance and Inspection -- Harris shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement during the Term and for a period of two (2) years from the date of final payment under this Agreement . All such records shall be clearly identifiable. Harris shall, no more than once in a calendar year during regular business hours, allow during normal business hours and with adequate notice, to examine, audit, of such records, pursuant to th is Agreement. Unless Harris is required to maintain such records pursuant to any law or regulation for a further period of time, after which Harris shall be permitted to destroy all such information. 2.3 Performance by Organization (a) Co-operation by Organization -- The Organization acknowledges that the success and timeliness of performing the Professional Services, which include the implementation and configuration processes, shall require the active participation and collaboration of the Organization and its staff and agrees to act reasonably and co-operate fully with Harris to achieve the Completion of Professional Services. (b) Required Programs -- The Organization acknowledges that delivery of the Professional Services may require that the Organization obtain and install required software programs to achieve remote access (the “Required Programs”), as detailed in a Statement of Work, and the Organization agrees that the acquisition of the Required Programs shall be at its sole cost and in addition to the Professional Services fees. The Organization further