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MAPP' <br />QVED By <br />oCIL <br />#P I `� <br />CITY OF COLTON <br />PROFESSIONAL SERVICES AGREEMENT <br />1. PARTIES AND DATE. <br />This Agreement is made and entered into this 7th day of February, 2007 by and between <br />the City of Colton, a municipal corporation organized under the laws of the State of California <br />with its principal place of business at 650 North La Cadena Drive, Colton, California 92324 <br />("City") and Thompson Coburn LLP, a limited liability partnership with its principal place of <br />business at One US Bank Plaza, St. Louis, MO 63101-1611 ("Consultant"). City and Consultant <br />are sometimes individually referred to herein as "Party" and collectively as "Parties." <br />2. RECITALS. <br />2.1 City and Consultant. <br />City is authorized under California Government Code Section 37103 to contract with <br />specially trained and experienced persons, firms or corporations for special services and advice <br />in legal matters. Consultant desires to perform and assume responsibility for the provision of <br />certain professional legal services pertaining to electric utility matters, on the terms and <br />conditions set forth in this Agreement. Consultant represents that it is experienced in providing <br />consulting, representational and legal services pertaining to electric utility matters and is licensed <br />in the District of Columbia. <br />3. TERMS. <br />3.1 Scope of Services and Term. <br />3.1.1 General Scope of Services. Consultant promises and agrees to furnish to <br />the City of Colton Electric Utility Department all labor, materials, tools, equipment, services, and <br />incidental and customary work necessary to fully and adequately supply the professional legal <br />services pertaining to electric utility matters as requested by the City ("Services"). The Services <br />are more particularly described in Exhibit "A" attached hereto and incorporated herein by <br />reference. All Services shall be subject to, and performed in accordance with, this Agreement, <br />the exhibits attached hereto and incorporated herein by reference, and all applicable local, state <br />and federal laws, rules and regulations. <br />3.1.2 Term. The term of this Agreement shall commence on November 21, <br />2006, and shall continue in full force and effect until terminated in accordance with Section <br />3.5.1. <br />ORANGE\MCONZELMAN\3 0985.1 <br />