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HomeMy WebLinkAboutSlavin Management Consultants - Search Services Agreement - City Manager 2024 04 08SLAVIN MAIVAGEMVAN T rONSULTANTS SEARCH SERVICES AGREEMENT CITY OF WINTER SPRINGS, FLORIDA CITY MANAGER This Agreement is made and entered into on this day of April, 2024, by and between the City of Winter Springs, 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 February 28, 2024. The parties hereto agree to the following provisions: (a) For the work outlined in the above -referenced proposal, Client will pay Contractor $16,595.00 for professional fees. This Agreement is not an hourly rate contract. (b) Expenses will not exceed 55% of the professional fee ($9,127.25) and will include such items as travel, advertising, telephone, background checks, administrative/word processing support, supplies, report production and other directly related costs. (c) Contractor will submit three equal monthly invoices each in the amount of 30% of the professional fee ($4,978.50). Our final invoice covering the remaining 10% of the professional fee ($1,659.50) will be submitted approximately thirty (30) days after satisfactory selection of a candidate by the City Commission. All invoices are payable upon receipt. 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 by the City Commission. (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 of Contractor's insurance coverage limits as stated and required below. 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 affected by Client, the Client will pay Contractor for all work performed through and including the date of termination; 2) If termination is affected 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. 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 and in accordance with applicable law. Contractor acknowledges and understands that Client is subject to the Florida Sunshine Law and Public Records Act, The Contractor acknowledges and agrees that this search is being conducted on behalf of the City Commission as a governing body in accordance with the authority solely vested in the City Commission by City Charter to appoint a City Manager. Contractor further acknowledges and agrees that the selection and compensation of the Client's next City Manager requires an affirmative vote of four (4) City Commissioners pursuant to City Charter. Prior to commencing the search for candidates, Contractor will attend a "kick-off' public meeting with the City Commission to establish a mutually agreeable approach for conducting the search and presenting candidates to the City Commission for consideration. The Contractor will then perform the search in accordance with the agreed upon approach and report the status and results of the search directly to the City Commission at subsequent public meetings as warranted or as otherwise scheduled by the City Commission. If necessary, the approach may be adjusted by the City Commission and Contractor. 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 shall promptly observe and comply with applicable provisions of all federal, state, and local laws, rules and regulations which govern or apply to the services rendered hereunder. 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. Contractor will provide the City with a copy of its general and professional liability insurance certificates prior to commencing work under this Agreement. The City of Winter Springs shall be listed as an additional named insured on the general liability insurance certificate. Contractor acknowledges and agrees that the Client is a Florida municipal corporation and subject to the Florida Public Records Law. Contractor agrees that to the extent any document received or produced by Contractor under this Agreement constitutes a Public Record; Contractor shall comply with the Florida Public Records Law. IF CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, THE CITY CLERK, AT (407) 327-6560, city-clerk-department(a winterspringsfl.org, City Clerk's Office, 1126 E. State Road 434, Winter Springs, Florida 32708. Contractor acknowledges and understands that the Client and its activities are subject to the 311'agC GovernmenWn-the-Sunshine Law, Section 286.011, Florida Statutes, which requires, with limited exceptions, the Client's City Commission to conduct business in open meetings. Contractor will cooperate with the Client to observe and comply with the requirements of said law in performing the services required hereunder. This Agreement shall constitute the entire agreement between the Client and Contractor regarding the subject matter described herein. To the extent that this Agreement conflicts with Contractor's February 28, 2024, proposal, the conflicting provision of this Agreement shall control and govern. Contractor shall not by virtue of this Agreement be considered an employee of the Client. At all times during the term of this Agreement, Contractor shall be considered an independent contractor. This Agreement shall be governed by the laws of Florida. Venue for any state action filed pertaining to this Agreement shall be Seminole County, Florida. Venue for any federal action filed pertaining to this Agreement shall be Orlando, Florida. Client expressly retains all rights, benefits and immunities of sovereign immunity in accordance with s. 768.28, Florida Statutes. Regardless of anything set forth in any section or part of this Agreement to the contrary, nothing in this Agreement shall be construed as or deemed a waiver of the Client's right to sovereign immunity under s. 768.28, Florida Statutes, and the cap on the amount of liability of the Client for damages, regardless of the number or nature of claims in tort, equity, or contract, may not exceed the dollar amount set by the legislature for tort. This is not a third -party beneficiary contract, and nothing in this Agreement may inure to the benefit of any third party for any purpose including allowing any claim against the Client, which would otherwise be barred under the doctrine of sovereign immunity or by operation of law. SLAVIN MANAGEMENT CONSULTANTS by: Robert E. Slavin, President Date: �� C C� Approved by the City Commission on this � day of April, 2024, and acceptance acknowledged fore THE CITY OF WINTER SPRINGS, FLORIDA by: 1 • `F P :1A Kevin McCann, Mayor Date: 1 DB�� �i