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UAl 11 -1» p,11y PROFESSIONAL SERVICES AGREEMENT This Agreement prepared on July 18, 2023 is by and between Indian River County Parks and Recreation with address at 1590 91h Street SW, Vero Beach, FL 32962 ("Client") and Carter Associates, Inc. ("CAI"), who agree as follows: Client engages CAI to perform professional services (the "Services") for the compensation set forth in one or more proposals or work authorizations (the "Proposal(s)") for one or more projects (the "Project(s)"). CAI shall be authorized to commence the Services upon execution of the Proposal(s) by the Client. Client and CAI agree that this Agreement, the Proposal(s), and any attachments herein incorporated by reference (the "Agreement") constitute the entire agreement between them. I. CAI'S RESPONSIBILITIES: CAI shall perform or furnish the Services described in the Proposals, which shall be combined and attached as part of this Agreement. Where the terms or conditions of any Proposal conflict with those of Parts 1 -III contained herein, the Proposal shall control for the Services performed under that Proposal only. It. CLIENT'S RESPONSIBILITIES: Client, at its expense, shall do the following in a timely manner so as not to delay the Services: 1. INFORMATION/REPORTS: Furnish CAI with all information, reports, studies, site characterizations, advice, instructions, and similar information in its possession relating to the Project. 2. REPRESENTATIVE / ACCESS: Designate a representative for the Project who shall have the authority to transmit instructions, receive information, interpret and define Client's policies, and make decisions with respect to the Services, and provide CAI safe access to any premises necessary for CAI to provide the Services. 3. DECISIONS: Provide all criteria and full information as to requirements for the Project, obtain (with CAI's assistance, if applicable) necessary approvals and permits, attend Project -related meetings, provide interim reviews on an agreed-upon schedule, make decisions on Project alternatives, and participate in the Project to the extent necessary to allow CAI to perform the Services. III. COMPENSATION, BILLING, & PAYMENT: Client shall pay CAI for Services as denoted in the applicable Proposal and in accordance with the standard rate schedule — Attachment B. IV. STANDARD TERMS AND CONDITIONS: Attachment A. The persons signing this Agreement warrant that they have the authority to sign as, or on behalf of, the party for whom they are signing and each of the undersigned parties has caused this Agreement to be duly executed. This Agreement contains a limitation of liability clause and the Client has read and consents to all terms. APPROVED FOR "CLIENT" APPROVED FOR "CAI" INDIAN RIVER COUNTY PARKS AND RECREATION CARTER ASSOCIATES, INC. By: Printed Name: Title: Effective Date: Attachments: A — Standard Terms and Conditions B — Standard Rate Schedule By: Printed Rtrr a 'Vm hn t9- . V7 I %JV N Title: \/#'C*_ T_,"WG v- 49 Lh Page 1