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2007-50PROFESSIONAL SERVICES AGREEMENT This Agreement is entered into this 17th day of December, 2007, by and between SML, Inc. (Consultant) and the City of Clermont (City}. RECITALS: A. City is in need of Records Management Services together with a Disposition List, and requires certain technical support services. B. Consultant possesses all necessary qualifications and expertise to perform the Services. C. City wishes to engage the services of the Consultant, and Consultant wishes to perform the services for City, under the terms and conditions set forth herein, and as detailed in the attached quotation from Consultant dated November i6, 2007 and attached herein as Schedule One and Consultant's response to City's RFQ dated November 16, 2007, which is incorporated herein by reference. NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, Consultant and City agree as follows: TERMS: 1. RECITALS: The recitals are true and correct and are hereby incorporated into and made apart of the Agreement. 2. TERM: The term of this Agreement shall commence on the date hereof and terminate upon completion of the services. Services shall be considered complete upon delivery of the final box index database upon completion of identification of records eligible for destruction and the acceptance by City of the services provided. 3. QUALIFICATION: Consultant represents and warrants to City he possesses all qualifications and expertise required for the performance of the Services and all personnel assigned to perform the Services are and shall be, at all times during the term hereof, fully qualified and trained to perform the tasks assigned to each. 4. COMPENSATION: The amount of compensation payable by City to the Consultant shall be as detailed in the attached quotation from Consultant dated November 16, 2007 and attached herein as Schedule One. Consultant shall invoice City for payment hereunder after completion of the services as provided above. Provided the services have been performed to the satisfaction of City, payment shall be made within thirty (30} days after receipt of Consultant's invoice. 5. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS: Consultant understands this Agreement is subject to certain laws and regulations, including laws pertaining to public records, conflict of interest, record keeping, etc. City and Consultant agree to comply with and observe all applicable federal, state and local laws, rules, regulations, codes and ordinances, as they may be amended from time to time. 6. NON DISCRIMINATION: Consultant represents and warrants to City that Consultant does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with Consultant's performance under this Agreement on account of race, color, sex, religion, age, handicap, marital status or national origin. 7. ASSIGNMENT: This Agreement shall not be assigned by Consultant, in whole or in part, without the prior written consent of City, which may be withheld or conditioned, at City's sole discretion. 8. INDEMNIFICATION AND HOLD HARMLESS: Consultant does hereby agree to indemnify and hold harmless City, its officers, employees and agents, from any and all damages, of any kind, including attorney fees that may result from any action, inaction or negligence of Consultant. 9. MISCELLANEOUS: a. Waiver. The waiver by City of breach of any provision of this Agreement shall not be construed or operate as a waiver of any subsequent breach of such provision or of such provision itself and shall in no way affect the enforcement of any other provisions of this Agreement. b. Severability. If any provision of this Agreement or the application thereof to any person or circumstance is to any extent invalid or unenforceable, such provision, or part thereof, shall be deleted or modified in such a manner as to make the Agreement valid and enforceable under applicable law, the remainder of this Agreement and the application of such a provision to other persons or circumstances shall be unaffected, and this Agreement shall be valid and enforceable to the fullest extent permitted by applicable law. c. Amendment. Except for as otherwise provided herein, this Agreement may not be modified or amended except by an Agreement in writing signed by both parties. d. Entire Agreement. This Agreement including the documents incorporated by reference contains the entire understanding of the parties hereto and supersedes all prior and contemporaneous agreements between the parties with respect to the performance of services by Consultant. e. Assig~ent. This Agreement is personal to the parties hereto and may not be assigned by Consultant, in whole or in part, without the prior written consent of City. f. Venue. The parties agree that the sole and exclusive venue for any cause of action arising out of this Agreement shall be Lake County, Florida. 2 1212©/28D7 08:59 7722317843 JLEWIS TIRS TREAS PAGE D3 12/7/2007 ~O~T 14;57 F~. X003/005 h. An°lica]~~~:aw. This Agreement and aay a~aaendmcnts hereto are c~ccuted and delivered in the State of Florida ar~d shill be governed, interpreted, co~astrued and enforced in accordasace with the laws of tl~e State of Florida. IN WITNESS '~V~E~2EOF, the patties hereto have caused this iastr~mcnt to be execated by their respective ofFicials thereunto duly authorized, this the day and year above written. City of Cle~oat AtteAt: 13y: Tracy Ackm d, qty Ct r Wayne aun ers, City Manager SML, fnc. By: Steve M. Lewis, ~'resident/Consultant 3 12/20/2007 THU 8:12 (JOB N0. 9595] 1~j003 h. Applicable Law. This Agreement and any amendments hereto are executed and delivered in the State of Florida and shall be governed, interpreted, construed and enforced in accordance with the laws of the State of Florida. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their respective officials thereunto duly authorized, this the day and year above written. ``.,>. .~ ~• ~,, ;, ~~ ...~, , City of Clermont - "~ ,~, - -_ Attest: / ~ ~~ ° ~~' '~ ~ ~` r~ ~ ~ " ~~ B~~~, `f~ By: Tracy Ackro d, City Cl r Wayne aun ers, City Manager SML, Inc. By: Steve M. Lewis, President/Consultant 3 SML, Inc. Information Analysis, Design, Planning and Training 6001 North A1A, Suite 8024 Vero Beach FL 32963 813.205.2850 stevemlewisla~msn.com Steve M. Lewis President Judy L. Lewis, C.P.A. Vice President November 16, 2007 Ms. Tracy Ackroyd, CMC, City Clerk City of Clermont P. O. Box 120219 Clermont, FL 34712-0219 E-mailed to: tackrovd(c~clermontfl.or~ Dear Tracy, (Schedule One) Good to hear from you today. Also glad to hear my firm was the only respondent to your request for SOQs, although I am not surprised. Based on our visit and conversation, my observation and experience; I propose to write for the City a Disposition List in accordance with Rule Chapter 12B-24, Florida Administrative Code. This will be done in concert with interviews with each respective Department with a view towards agreeing to the Record Series Titles and inclusive dates the City wishes to destroy. Based on this approved list, I will identify and destroy the records from those you pointed to in the "bowling alley" and at the Public Service warehouse. The City will provide all necessary containers and the labor to remove and be responsible for the destruction of the records I identify for destruction. For records with remaining retention, I will containerize as necessary and create a word searchable index written to MS Access, much as I did in your former Town. I will travel round trip from Vero Beach each day or lodge as I see fit. I will be responsible for all work, yet I may also use trained, experienced staff under my direction. Further, I will make recommendations for the Disposition of remaining records. This work, if approved, will span several months. I will coordinate activities with you. These activities will commence January 7, 2008 and continue as our mutual schedules allow. My total fee for these services, inclusive, is $25,000.00 for up to 800 cubic feet of records. Any additional services provided beyond 800 cubic feet shall be billed at the rate of $30.00 per cubic foot, again including all related expenses. I'm looking forward to working with you again. Please call me to discuss any of this you wish. Sincerely, Steve M. Lewis 4 City of Clermont Request for Qualifications Records Consultant Services The City of Clermont, Lake County, Florida announces a Request for Qualifications for Records Consultant Services. Services will include sorting, organizing, indexing and identifying documents at specified locations in accordance with the State of Florida General Records Schedule GS1-SL for state and local governmental agencies. The process includes writing a Disposition List in accordance with Florida Administrative Code. For records with remaining retention, consultant will containerize and create an index written to Microsoft Access. Statements of Qualifications, including resume, statement of specific experience related to local government records management, and a minimum of three (3) references of Florida Governmental agencies should be directed to the City of Clermont, Attn: Tracy Ackroyd, City Clerk, P.O. Box 120219, Clermont, Florida 34712, Telephone: 352-394-4081, ext. 358. The deadline for submitting Statements of Qualifications is 2 p.m., Friday, November 16, 2007. The City of Clermont reserves the right to reject all Statement of Qualifications submitted and pursue alternative methods for the search and placement.