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PROFESSIONAL SERVICES AGREEMENT This Professional Services Agreement ("Agreement") effective this 29th day of August 2019 is entered into by and between Indian River County, a political subdivision of the State of Florida (,'Client"), with offices at 1800 27th Street, Vero Beach, Florida 32960 and Witt O'Brien's, LLC ("Consultant"), located at 818 Town & Country Blvd., Suite 200, Houston, Texas 77024. For purposes of this Agreement, Client and Consultant may be referred to individually as the "Party" or collectively as the "Parties". WHEREAS, Consultant is in the business of providing certain consulting services, and is willing to provide such services to Client; WHEREAS, through the solicitation and selection process for RFP 2019060, Client has selected and desires to utilize Consultant's services as provided for herein; and, NOW THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties hereto agree as follows: 1. Recitals. The above -referenced recitals are true and correct, and are incorporated herein. 2. Scope of Work. Consultant shall provide the services set forth in Appendix A, attached hereto and incorporated herein ("Services"). Consultant shall furnish all reports and deliverables as set forth in Appendix A in accordance with the terms set forth therein (hereafter "Deliverables"). The Services shall be requested by issuing a Notice to Proceed via email to be mutually agreed in writing by the Parties (the "NTP") or task orders executed by both Parties (the "Task Order"), in the form substantially similar to the template attached hereto as Appendix D. All NTPs and Task Orders are incorporated herein by reference.] 3. Period of Performance. This Agreement shall remain in full force and effect for an initial term of one year, with two additional one-year renewals available, subject to mutual agreement, unless otherwise terminated by mutual.consent of the parties hereto. 4. Fees. In consideration of Services performed hereunder, Client shall pay Consultant in accordance with Appendix B. which is incorporated into and forms part of this Agreement. Payment terms for the Agreement shall be in accordance with Section 12 of this Agreement. 5. Consultant's Responsibilities. Consultant shall perform the Services utilizing the standard of care normally exercised by professional consulting firms in performing comparable services under similar conditions. CONSULTANTMAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, EXCEPTAS SPECIFICALLY SET FORTH IN THIS AGREEMENT. 6. Client's Responsibilities. Client shall make timely payments in accordance with the terms and conditions of this Agreement. Client shall provide site access to the site or facility at which the Services are to be performed at such times as may reasonably be required by Consultant and shall make timely payments in accordance with the terms and conditions of this Agreement. To the extent Client has access to information relating to the Services to be performed; Client shall provide such information as is reasonably available and appropriate for the efficient performance of the Services ("Information"). Such Information includes, but is not limited to, available site history and the identification, location, quantity, concentration and character of known or suspected hazardous conditions, wastes, substances or materials that are likely to pose a significant risk to human life, health, safety or to the environment (Hazardous Waste). Consultant shall be entitled to rely upon the Information provided by the Client or the Client's agents without independent verification except to the extent set forth herein and shall bear no liability arising from such reasonable reliance 7. Commencement and Completion of the Services. The Services shall commence and shall be completed on the respective dates specified in this Agreement or, in the absence of such specification, as soon as good practice and due diligence reasonably permit. 215 PSA w/ FEMA Clauses Page 1 of 13