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j _ r Agreement berwern Indiotr River Count), Clerk of fire Circuit Court, FL and the GFOA ' r 00- 3', AGREEMENT BET WE EN GOVERNMENT FINANCE OFFICERS ASSOCIATION AND INDIAN RIVER COUNTY CLERK OF THE CIRCUIT COURT, FLORIDA FOR SYSTEM SELECTION AND CONTRACT NEGOTATION CONSULTING SERVICES Indian River County Clerk of the Circuit Court, a political subdivision of the State of Florida, having its offices at 5840 250' Street, Vero Beach, FL 32960 ("Clerk") and Govemment Finance Officers Association, a professional membership association, having its offices at 180 North Michigan Avenuc, Suite 800, Chicago, Illinois 60601 C'Consultant"), agree as follows: The Consultant agrees to provide services to the Clerk under the following terms and conditions: DEFINITIONS Project Manager herein shall be Mr. Michael A. Madden, the GFOA Deputy Director of Consulting. Contract Administrator herein shall be Mr. Edwin M. Fry, Jr., Finance Director for the Clerk. H. DURATION This agreement shall become effective on May 7, 2001, and shall remain in effect until satisfactory perfomnance of all services or November 2, 2001, whichever occurs first, unless terminated for breach or as provided in this agreement. This contract may be extended by a duration mutually agreed upon by the Consultant and the Clerk. The Clerk recognizes that the ability to complete a satisfactory contract for software and inillementation services is based in -part on cooperation from the respective software vendors and the Clerk. GFOA will submit any contract schedule change request to the Contract Administrator for app+oval. Ill. SERVICES A. General Scope: The Consultant agrees to provide general consulting services as described in Exhibit A incorporated herein. B3 Standard of Work: GFOA agrees that the performance of services pursuant to the terms of this contract shall conform to the highest professional standards in the field of public finance. GFOA will use its best efforts to formulate opinions and create information upon which the Clerk may rely; however, it is agreed by the parties that the substance cannot be guaranteed to be free from omission or errors except insofar as such errors or omissions occur as a result of negligence or willful misconduct. The Clerk recognizes that GFOA is not the software provider or systems integrator. C. Complia nce with Applicable Law: The Consultant shall perform, its services under this agreement in compliance with all applicable laws, ordinances and regulations. D. Location: The Consultant shall provide services to the Clerk at locations to be determined by the Contract Administrator.