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INDIAN RIVER COUNTY ENVIRONMENTAL LANDS ACQUISITOIN PROGRAM AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT is made this day of , 2005 , by and between Indian River County, a political subdivision of the State of Florida (the "County") and The Conservation Fund as Trustee of The Conservation Fund Charitable Trust dated October 16 , 1998 , as amended (TCF) . Whereas, on November 2 , 2004, the electorate of the County authorized the County to acquire lands to preserve and protect water quality, open spaces, wildlife habitat, historic/cultural heritage sites, and agricultural uses, by issuing general obligation bonds in an amount not to exceed $ 50 million; and Whereas, by Resolution No . 2005 -086 ( the "Resolution") , the County has reestablished a Land Acquisition Advisory Committee (the "LAAC") and established the Environmental ands Program (the "Program") . The Program ' s purposes, priorities, and standards for the acquisition and preservation of environmental lands are incorporated in the Indian River Count Land Environmental Lands Program Guide (the "Guide") ; and Whereas, the properties approved for acquisition by the LAAC pursuant to the Progi am contain a number of ownerships, and acquisition of these properties will require an increase in acquisition activities pursuant to the Program; and Whereas, the successful acquisition of environmental lands presents unique real estate and negotiating situations which require specialized expertise, and TCF has such expertise in the acquisition of environmental lands in Florida for state, regional, water management i listrict and local government programs ; and Whereas, many of the acquisition projects in the Program are approved or will be su mitted for joint funding under the State Florida Forever Program, the Save Our Rivers Program, the Florida Communities Trust Program, or other sources at all levels, public and private . Successful joint acquisitions require particular knowledge of these other programs, and TCF has the specialized knowledge from long experience with these programs ; and Whereas , the County' s environmental lands contain historic/cultural resources, agricultural resources , and harbor populations of rare, endangered or threatened species and natural communities that are endemic to the County, and the County desires to develop management plans for these lands . Developing management plans for these lands will require expertise in various resource management techniques . TCF and its Subcontractors have the experience and skills needed to accomplish theseplans and related tasks ; and Whereas, the County issued a Request for Proposals (RFP) in May 2005 for Ianjd acquisition services in support of the Program. Pursuant to applicable Florida law and the RFP , the County' s duly constituted Environmental Lands Acquisition Consultant Selection Committee 1