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a 5-0 &1 -O 6 /T Professional Services Agreement This Professional Services Agreement ("Agreement"), made May 2, 2006, shall be the complete and binding agreement between the Indian River County, Florida Board of County Commissioners (COUNTY) and Marlowe & Company, a government affairs consulting firm located at 1667 K Street NW in Washington, D.C. The COUNTY and Marlowe & Company set forth herein the terms and conditions under which the services shall be rendered by Marlowe & Company. In consideration of the foregoing and of the mutual undertakings set forth below, the parties agree as follows: Background The COUNTY, for the purpose of retaining federal government affairs consulting services, has requested the services of Marlowe & Company. The COUNTY and Marlowe & Company wish to set forth herein the terms and conditions under which the services shall be rendered by Marlowe & Company. In consideration of the foregoing and of the mutual agreements set forth below, the parties agree as follows: Terms 1. The COUNTY will pay Marlowe & Company $ 3500.00 a month for each of the months beginning with May 2, 2006 and concluding with September 30 , 2006 for services performed by Marlowe & Company pursuant to this Agreement, subject to early termination in accordance with its terms. These fees are inclusive of all out-of-pocket expenses. 2. Marlowe & Company shall assist the COUNTY in efforts to secure federal funding for the authorized Indian River County federal shore protection project known as Sector 5, in accordance with the proposal attached as Exhibit I and incorporated herein by this reference. 3. The fee and services described in Paragraphs #1 and #2 do not include payment for the expense of any out-of-town travel Marlowe & Company may incur at the request of the COUNTY. The cost of any travel will be billed as part of the monthly itemized invoice. All travel will be done at rates no higher than coach class. All expenses will be billed at cost, without markup, pursuant to Florida Statutes section 112.061. 4. The services described above, shall be performed at the direction and to the satisfaction of the COUNTY. 5. The COUNTY shall assist Marlowe & Company in obtaining such data and information as is needed and available. 6. Marlowe & Company shall account to the COUNTY for the time it has spent in performance of the services above and shall maintain contact with a representative of the COUNTY, by telephone, fax, mail, and/or e-mail to inform said representative of developments regarding the studies and projects involved and respond to said representative's comments and questions in a prompt and appropriate manner. 7. After this contract has been in effect for 60 days, either party may terminate it without cause upon 30 days' written notice. This Agreement contains the entire agreement and understanding of the COUNTY and Marlowe & Company with respect to the matters covered herein, and may only be modified by written instrument signed by both parties.