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AGREEMENT FOR PROFESSIONAL SERVICES for Design Services for Emergency Operations Center Expansion (RFQ 2022o62) Master Plan Study Phase THIS AGREEMENT for PROFESSIONAL SERVICES ("Agreement"), entered into as of this 17th day of January, 2023 by and between Indian River County, a political subdivision of the State of Florida ("County"), and Donadio and Associates Architects, PA, A Spiezle Group Inc. Company ("Consultant"): BACKGROUND RECITALS: A. In accordance with the Consultants' Competitive Negotiations Act, Section 287.055, Florida Statutes, the County solicited, evaluated and developed ranking of firms to provide Design Services for Emergency Operations Center ("EOC") Expansion ("Project" ), based on statement of qualifications received in response to Request for Qualifications 2022o62. B. As a result of its response, the County has selected Consultant to provide certain professional services relating to EOC Expansion Design Master Planning Phase Services ("Services") as more fully set forth in the Master Planning Phase Scope of Work, attached as "Exhibit A" to this Agreement and made a part hereof by reference. C. The Consultant is willing and able to perform the Services for the County on the terms and conditions set forth below; and D. The County and the Consultant wish to enter into this Agreement for the Consultant's Services for the Project. NOW THEREFORE, in recognition and consideration of the above Recitals, which are not merely prefatory, but are incorporated by reference as though fully set forth herein and form part of the consideration, terms and conditions of this Agreement, and in accordance with the mutual covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. GENERAL. 1.1 The Background Recitals are true and correct and form a material part of this Agreement. 1.2 All professional services provided by the Consultant for the County shall be as identified in Exhibit A. The parties agree that the not to exceed services rates in Exhibit A are the basis to be used for billing purposes and that Consultant's compensation is the total lump sum as set forth in paragraph 5.1. Consultant's services will be performed in a timely, efficient, cost effective manner. In the performance of professional services, the Consultant will use that degree of care and skill ordinarily exercised by other similar professionals in the field under similar conditions in similar localities ("standard of care"). The Consultant will use due care in performing its services and will have due regard for acceptable architectural design standards and principles. Consultant's standard of care shall not be altered by the application, interpretation, or construction of any other provision of this Agreement.