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i 4 ORIGINAL CONTINUING CONTRACT AGREEMENT for PROFESSIONAL SERVICES THIS CONTINUING CONTRACT AGREEMENT for PROFESSIONAL SERVICES 7 [ 0 ("Agreement or " Master Agreement") , entered into as of this 10th day of August , 2004 by and between INDIAN RIVER COUNTY SOLID WASTE DISPOSAL DISTRICT , a dependent special district of Indian River County , Florida , (" SWDD") , and BROWN AND CALDWELL (CORPORATION) , a California corporation , ("Consultant") . BACKGROUND RECITALS : A. In accordance with the Consultants' Competitive Negotiations Act, Section 287 . 055 , Florida Statutes , the SWDD has selected Consultant to provide certain professional services relating to solid waste management system (" 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 SWDD's operation of its Solid Waste Management System (" Project") . B . The Consultant is willing and able to perform the Services for the SWDD on the terms and conditions set forth below; and C . The SWDD 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 SWDD 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 SWDD and the Consultant by which the SWDD accepts Consultant's proposal for specific services and Consultant indicates a willingness to perform such specific services for the terms and 1