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I <br />ATTORNEYS: <br />TASHA O. BUFORD <br />DAVID S. DEE <br />RONALD A. LABASKY <br />JOHN T LAVIA, III <br />PHILIP S. PARSONS <br />TIMOTHY R. OUALLS <br />KENZA VANASSENDERP <br />ROBERT SCHEFFEL WRIGHT <br />ROY C. YOUNG <br />YOUNG VANASSENDERP, PA. <br />ATTORNEYS AT LAW <br />GALLIE'S HALL <br />225 SOUTH ADAMS STREET <br />SUITE 200 <br />POST OFFICE BOX 1 833 <br />(ZIP 32302-1833) <br />TALLAHASSEE, FLORIDA 32301 <br />TELEPHONE: <br />(850) <br />222-7206 <br />TELECOPIER: <br />(850) <br />561-6834 <br />October 24, 2008 <br />Marian E. Fell <br />Senior Assistant County Attorney <br />Indian River County <br />1801 27th Street <br />Vero Beach, Florida 32960-3388 <br />Dear Ms. Fell: <br />OF COUNSEL ATTORNEYS: <br />DANIEL H. COX <br />DAVID B. ERWIN <br />JOSEPH W. LANDERS, JR. <br />GEORGE ANN C. BRACKO <br />EXECUTIVE DIRECTOR <br />OCT 2 9 2008 <br />COUNTY ATTORNEY'S <br />OFFICE <br />Based on our recent conversations, it is my understanding that the Solid Waste <br />Disposal District ("District") of Indian River County would like the law firm of Young van <br />Assenderp, P.A. ("the Firm"), to assist the District with various legal issues affecting the <br />District's solid waste management program. Among other things, the District would like <br />us to assist the District with: (a) the District's evaluation of the responses to the District's <br />Request For Proposals ("RFP") for landfill gas ("LFG") and waste -to -energy ("WTE") <br />projects; (b) the negotiation and preparation of a contract for the LFG or WTE project <br />selected by the District; and (c) the District's analysis of solid waste "flow control" issues <br />affecting the District's project. <br />We would be delighted to assist the District with these issues. We also will be <br />available to assist the District with other issues, if requested to do so. Accordingly, we <br />have prepared this engagement letter, which describes the general principles that will <br />govern our work for the District. <br />Qualifications and Case Management <br />With the District's approval, I will take primary responsibility for assisting the <br />District and I will personally perform or supervise the Firm's work for the District. I have <br />29 years of experience working in the area of environmental law, including the law <br />applicable to solid waste management facilities. My qualifications are described in more <br />detail in my resume, which is attached to this letter. <br />