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GRiGINAL <br /> PROFESSIONAL SERVICES AGREEMENT _ 5 " OCO joo�.O(9g <br /> This Professional Services Agreement ("Agreement") is entered into this 3rd day of <br /> January, 2006, (Effective Date), bX and between Indian River County, a political subdivision <br /> of the State of Florida, 1840 25t Street, Vero Beach, FL 32960 ("County") and MGT of <br /> America, Inc. ("Contractor") a Florida corporation, having a principal place of business at <br /> 2123 Centre Pointe Boulevard, Tallahassee, Florida. <br /> BACKGROUND RECITALS <br /> A. The County issued a Request for Qualifications (RFQ) #2006019 for A Comprehensive <br /> Assessment on the State of the Social, Health, and Public Safety Services in Indian <br /> River County, setting forth a response date of October 21, 2005. <br /> B. Pursuant to the Request for Proposals, the County's duly-constituted Consultant <br /> Selection Committee received proposals and ranked the firms that responded to the <br /> Request for Proposals based on the evaluative criteria set forth in the Request for <br /> Proposals. <br /> C. The Contractor was the highest ranked respondent to the Request for Proposals and <br /> on January 3, 2006, the County approved the IRC Consultant Selection Committee <br /> recommendation to hire Contractor to provide the professional services set forth in the <br /> Request for Proposals and this Agreement. <br /> D. Contractor is willing and able to perform the services as set forth in this Agreement on <br /> the terms and conditions set forth below. <br /> E. The County and the Contractor wish to enter into this Agreement for the professional <br /> services as set forth below. <br /> NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency <br /> of which is hereby acknowledged, and intending to be legally bound hereby, the parties <br /> hereby agree as follows: <br /> 1. SCOPE OF SERVICES, WORK SUMMARY AND APPROACH. The scope of <br /> professional services provided under this Agreement shall be as more specifically set forth in <br /> Exhibit "A" attached hereto and incorporated herein by this reference in its entirety. <br /> 2. COMPENSATION. <br /> 2.1. The County shall pay to the Contractor a mutually agreed upon not-to-exceed <br /> professional fee of $97,000. (Ninety-seven thousand dollars) as outlined in the Time Line <br /> AND Pay Schedule by Task — set forth in Exhibit "B" attached hereto and incorporated herein <br /> by this reference in its entirety. <br /> 2.2. Proper Invoices, phased as set forth herein, shall be submitted to the County's <br /> Finance Department in detail sufficient for proper prepayment and post payment audit. All <br /> 1 <br />