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AGREEMENT FOR INDIAN RIVER COUNTY ENVIRONMENTAL LAND ACQUISITION CONSULTANT SERVICES THIS AGREEMENT, entered into this _day of , 2024, by and between INDIAN RIVER COUNTY, a political subdivision of the State of Florida, hereinafter referred to as the "COUNTY", and NorthStar Contracting Group, Inc. hereinafter referred to as the "CONSULTANT'. BACKGROUND RECITALS: COUNTY selected CONSULTANT to provide professional consulting engineering services ("Services"), based on statement of qualifications received in response to Request for Proposals 2024018. That the COUNTY and the CONSULTANT, in consideration of their mutual covenants, herein agree with respect to the performance of professional consulting engineering services by the CONSULTANT, and the payment for those services by the COUNTY, as set forth below and in individual Work Orders. This agreement shall be referred to as the "MASTER AGREEMENT" under which future Work Orders will apply. The CONSULTANT shall provide the COUNTY with consulting and support services and such other related services as defined in specific Work Orders. NOW THEREFORE, 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 Professional services shall be identified in individual Work Orders prepared by the COUNTY. Work Orders will be executed by the Board of County Commissioners, County Administrator, or the Purchasing Manager, as authorized. Work Orders shall include a description of services to be performed; a statement of fees; a schedule of deliverables; proposed schedule for compensation and whether compensation is lump sum, maximum amount not -to -exceed, task based, or any combination of the foregoing; a budget establishing the amount of compensation to be paid with sufficient detail so as to identify all of the various elements of costs; a projected schedule for completion of the work to be performed by the CONSULTANT; and any other additional instructions or provisions relating to the specific Services authorized pursuant to each Work Order that does not conflict with the terms of this Agreement. 1.2 Whenever the term "Work Order" is used herein, it is intended to mean that formal document that is dated; serially numbered; and executed by both the COUNTY and the CONSULTANT by which the COUNTY accepts CONSULTANT's proposal for specific services and CONSULTANT indicates a willingness to perform such specific services for the terms and under the conditions specified in this Agreement. Each Work Order must be fully executed by the COUNTY prior to issuance of the related Notice -to -Proceed. 1.3 Services related to any individual Work Order which would increase or decrease cost, or which are otherwise outside the scope of Services or level of effort contemplated by the Work Order shall be Services for which the CONSULTANT must obtain the prior written approval of the COUNTY, as provided by this Agreement. All terms for the performance of such Services must be agreed upon in a written document prior to any deviation from the terms of a Work Order; and when properly authorized and executed by both the CONSULTANT and the COUNTY, shall become an amendment to the Work Order or a new Work Order, at the sole option of the COUNTY. A separate Notice -to -Proceed may, at the sole option of the COUNTY, be given for each phase of the services contained in any Work Order hereunder. 1.4 A Work Order shall not give rise to any contractual rights until it meets the foregoing 2024018 Agreement 100