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<br />PROFESSIONAL SERVICE AGREEMENT BETWEEN <br />ALAMEDA COUNTY WASTE MANAGEMENT AUTHORITY <br />AND <br />KEMA-XENERGY, INC. <br /> <br />This Agreement, made and entered into this 1 st day of June 2004, by and <br />between KEMA-Xenergy, Inc., hereinafter referred to as "Contractor," and the <br />Alameda County Waste Management Authority, hereinafter referred to as <br />"Authority." <br /> <br />WITNESSETH <br /> <br />WHEREAS, Authority requires the services of a qualified contractor to perform <br />certain services described in Appendix A of this Agreement, and <br /> <br />WHEREAS, Authority lacks the qualified personnel to perform these services, <br /> <br />and <br /> <br />WHEREAS, Contractor is duly qualified to provide the required services, and <br /> <br />WHEREAS, Contractor is agreeable to the rendering of such services on the <br />terms and conditions hereinafter set forth. <br /> <br />NOW THEREFORE, the parties hereto agree as follows: <br /> <br />1. Term. <br /> <br />The term of this Agreement commences on June 1, 2004, and extends <br />through June 30, 2005. The total amount of compensation tendered by Authority to <br />Contractor pursuant to this Agreement shall not exceed $15,000. <br /> <br />2. Scooe of Contractor Services. <br /> <br />Contractor shall furnish services as described in Appendix A of this <br />Agreement attached hereto and hereby incorporated into this Agreement. In signing <br />this Agreement, Authority grants Contractor specific authorization to proceed with <br />work described in Appendix A. All work authorized by this Agreement shall be <br />completed in accordance with the established project schedule as set forth in <br />Appendix A. Contractor shall: <br /> <br />a. Perform Contractor's duties to the best of Contractor's ability and <br />in accordance with the generally accepted professional and ethical standards of <br />Contractor's profession and community. Contractor agrees to perform Contractor's <br />duties at all times in strict accordance with currently approved methods and practices <br /> <br />[Revised - May 30, 19971 <br />Contract dated 611/04 <br /> <br />Page 1 <br />