2004-37
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SLAVIN MANAGEMENT CONSULTANTS
RECE~\ftËD
Dt:C Z 7 2004
SEARCH SERVICES AGREEMENT
This Agreement, made and entered into on this 3rd day of December, 2004, by and between
the City of Clermont, Florida (hereinafter referred to as "Client") and Slavin Management
Consultants (hereinafter referred to as "Contractor"), is for the providing of consulting services
as set out in the Contractor's proposal dated October 18, 2004.
The parties hereto agree to the following provisions:
(a)
For the work outlined in the above-referenced proposal, Client will pay
Contractor $12,000.00 for professional fees.
(b)
Expenses will not exceed 43% of the professional fee ($5,160.00) and will
include such items as travel, telephone, administrative/word processing support,
supplies, report production and other directly related costs. Advertising costs
will be paid by the City as a separate expense.
(c)
Contractor will submit three equal monthly invoices of $3,600.00, withholding
10% ($1,200.00) of the total project fees which will be paid within thirty (30)
days of satisfactory completion of the project. Actual expenses will also be
included as incurred.
(d)
Client's liability to Contractor for professional services under this agreement
shall not exceed the agreed upon price unless an increase is so authorized.
(e)
Contractor's liability to Client for loss or damage resulting from errors,
omissions, or negligent acts of the Contractor occurring during the rendering of
these services shall not exceed the amount paid by Client for services rendered.
Contractor's liability shall not be construed as liability for damage caused by or
resulting from the negligence of the Client its agents, or employees.
(f)
Either party may terminate this agreement in whole or in part by the giving of ten
(10) days written notice to the other party, provided that one of the following
stipulations are satisfied:
1)
If termination is effected by Client, the Client will pay Contractor for all
work performed through and including the date of termination;
OR
2)
If termination is effected by Contractor, the Contractor will complete work
for all compensation received and issue a final invoice for services
performed through and including the date of termination, which invoice
shall be paid by Client within thirty (30) days.
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Clermont, FL Search Agreement
Page 2
Contractor's ability to carry out the work required is heavily dependent upon past experience
in providing similar services to others, and we expect to continue to perform such work in the
future. The confidential nature of any information received from you or developed during the
work will be preserved in accordance with our professional standards.
Contractor assures employment of the best efforts to carry out the work required. The results
obtained, recommendations and any written material provided will represent Contractor's best
judgment based on the information available.
Contractor carries sufficient general liability, workers compensation, and professional liability
insurance which are in effect and will remain in effect throughout the duration of this project.
SLAVIN MANAGEMENT CONSULTANTS by:
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Robert E. Slavin
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- Date /
Accepted for the City of Clermont, Florida by:
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ADDENDUM TO CITY OF CLERMONT AND
SLAVIN MANAGEMENT CONSULTANTS AGREEMENT
FOR PROFESSIONAL CONSULTANT SERVICES
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This Addendum is to that certain agreement executed contemporaneously herewith, (the
Agreement), dated December 3, 2004 between THE CITY OF CLERMONT, FLORIDA,
hereinafter referred to as "Client" and SLAVIN MANAGEMENT CONSULTANTS, hereinafter
referred to as "Contractor". The parties, in exchange for the mutual covenants contained herein and
in the Agreement, agree as follows:
1. This addendum expressly modifies the Agreement and in the event of a conflict, the
terms and conditions of this Addendum shall prevail. 0
2. All services contemplated herein shall be performed in accordance with
Contractor's proposal to Client dated October 18, 2004, a copy of which is attached hereto and
incorporated herein as exhibit "A". 0
3. Section (b) of the Agreement is hereby amended to provide that all travel and
advertising expenses contemplated ,in this section shall be subject to prior approval by Client.
4. Notwithstanding anything to the contrary contained in Section (e) of the
Agreement, Contractor shall hold harmless and defend client for any and all damages to property
or person, including attorney fees, whether actual or threatened and related to in any manner the
negligence of Contractor, or any of its agents or employees.
5.
Miscellaneous.
a. Term. This Agreement shall take effect when executed by both parties and
shall continue, unless terminated in the manner provided in this Agreement, until the services
contemplated and authorized in the Scope of Services have been completed, whereupon, it will
automatically expire.
b. Independent Contractor. The parties agree that at all times and for all
purposes within the scope of this Agreement, the relationship of Contractor and Client is that of an
independent contractor. Therefore, Contractor shall not have the authority to bind, contract for or
obligate Client in any manner related to the services contemplated here 0
co. Venue and Applicable Law. The parties agree that the law of the State of
Florida with venue in Lake County, Florida shall apply to any dispute arising out of the
performance of the services contemplated herein. 0
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6. All other terms and conditions set forth in the Agreement shall remain in full force
and effect and unchanged as agreed to by the parties.
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement for
the purposes herein expressed on the dates set forth below. .
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Date: I :lÞl ði{
SLA ~AGEMENT~MITS
By v~~g..
Robert E. Slavin, Pres.
Date:~<~CL.c-~ ;)..7...¡ 2ðeJf
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