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CONTINUING CONTRACT AGREEMENT for PROFESSIONAL SERVICES THIS CONTINUING CONTRACT AGREEMENT for PROFESSIONAL SERVICES ("Agreement or "Master Agreement"), entered into as of this - �.Ll-day of April, 2007, by and between INDIAN RIVER COUNTY, a political subdivision of the State of Florida ('COUNTY"), and CARTER ASSOCIATES, INC., a Florida corporation ("Consultant"). BACKGROUND RECITALS: A. In accordance with the Consultants' Competitive Negotiations Act, Section 287.055, Florida Statutes, the COUNTY has selected Consultant to provide certain professional services relating to water and/or wastewater systems ("Services") as more fully set forth in Exhibit 1 attached to this Agreement and made a part hereof by this reference in connection with the COUNTY's operation of its Water and Wastewater Systems ("Project"). B. The Consultant is willing and able to perform the Services for the COUNTY on the terms and conditions set forth below; and C. The COUNTY and the Consultant wish to enter into this Agreement for the Consultant's Services for the Project. 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 All professional services provided by the Consultant for the COUNTY shall be identified in Work Orders and performed in a timely, efficient, cost effective manner, and in accordance with the current professional standards of the applicable discipline. 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 1 SmeadSoft Reprint Date:FrWay,t4ay 13,2016-13:46:05-OtTtdanocurnents:4856,Attachment Id 1,Page 31