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• DocuSIgn Envelope ID: 6544BE3B-3425-435F-B8AB-D3833382ABB7 <br />PROFESSIONAL SERVICES AGREEMENT <br />This Professional Services Agreement ("Agreement") effective this 29th day of August 2019 is entered into <br />by and between Indian River County, a political subdivision of the State of Florida ("Client"), with offices <br />at 1800 27th Street, Vero Beach, Florida 32960 and Witt O'Brien's, LLC ("Consultant"), located at 818 Town <br />& Country Blvd., Suite 200, Houston, Texas 77024. For purposes of this Agreement, Client and Consultant <br />may be referred to individually as the "Party" or collectively as the "Parties". <br />WHEREAS, Consultant is in the business of providing certain consulting services, and is willing to provide <br />such services to Client; <br />WHEREAS, through the solicitation and selection process for RFP 2019060, Client has selected and desires <br />to utilize Consultant's services as provided for herein; and, <br />NOW THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties <br />hereto agree as follows: <br />1. Recitals. The above -referenced recitals are true and correct and are incorporated herein. <br />2. Scope of Work. Consultant shall provide the services set forth in Appendix A, attached hereto and <br />incorporated herein ("Services"). Consultant shall furnish all reports and deliverables as set forth in <br />Appendix A in accordance with the terms set forth therein (hereafter "Deliverables"). The Services shall <br />be requested by issuing a Notice to Proceed via email to be mutually agreed in writing by the Parties (the <br />"NTP") or task orders executed by both Parties (the "Task Order"), in the form substantially similar to the <br />template attached hereto as Appendix D. All NTPs and Task Orders are incorporated herein by reference.] <br />3. Period of Performance. This Agreement shall remain in full force and effect for an initial term of one <br />year, with two additional one-year renewals available, subject to mutual agreement, unless otherwise <br />terminated by mutual consent of the parties hereto. <br />4. Fees. In consideration of Services performed hereunder, Client shall pay Consultant in accordance with <br />Appendix B. which is incorporated into and forms part of this Agreement. Payment terms for the <br />Agreement shall be in accordance with Section 12 of this Agreement. <br />S. Consultant's Responsibilities. Consultant shall perform the Services utilizing the standard of care <br />normally exercised by professional consulting firms in performing comparable services under similar <br />conditions. CONSULTANT MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, EXCEPT AS SPECIFICALLY <br />SET FORTH IN THIS AGREEMENT. <br />6. Client's Responsibilities. Client shall make timely payments in accordance with the terms and <br />conditions of this Agreement. Client shall provide site access to the site or facility at which the Services <br />are to be performed at such times as may reasonably be required by Consultant and shall make timely <br />payments in accordance with the terms and conditions of this Agreement. To the extent Client has access <br />to information relating to the Services to be performed, Client shall provide such information as is <br />reasonably available and appropriate for the efficient performance of the Services ("Information"). Such <br />Information includes, but is not limited to, available site history and the identification, location, quantity, <br />concentration and character of known or suspected hazardous conditions, wastes, substances or <br />materials that are likely to pose a significant risk to human life, health, safety or to the environment <br />(Hazardous Waste). Consultant shall be entitled to rely upon the Information provided by the Client or the <br />Client's agents without independent verification except to the extent set forth herein and shall bear no <br />liability arising from such reasonable reliance. <br />7. Commencement and Completion of the Services. The Services shall commence and shall be completed <br />on the respective dates specified in this Agreement or, in the absence of such specification, as soon as <br />good practice and due diligence reasonably permit. <br />PSA w/ FEMA Clauses Page 1 of 13 <br />