(10)AR 080707 Manning & Marder, Kass, Ellrod, Ramirez, LLP

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CITY OF COLTON PROFESSIONAL SERVICES AGREEMENT 1. PARTIES AND DATE. This Agreement is made and entered into this 19th day of July, 2007 by and between the City of Colton, a municipal organization organized under the laws of the State of California with its principal place of business at 650 North La Cadena Drive, Colton, California 92324 ("City") and Manning & Marder, Kass, Ellrod, Ramirez LLP a limited liability partnership with its principal place of business at 801 South Figueroa Street, 15th Floor, Los Angeles, CA 90017 ("Consultant"). City and Consultant are sometimes individually referred to herein as "Parry" and collectively as "Parties." 2. RECITALS. 2.1 Consultant. Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing legal police defense services required by the Police Department, and that it is licensed by the State of California and is familiar with the plans of the City. 2.2 Project. City desires to engage Consultant to render such services for the purposes of defending the City against use of force lawsuits brought by individuals against police personnel and other legal representation as needed. 3. TERMS. 3.1 Scope of Services and Term. 3. 1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional legal representation of specialized litigation cases involving Use of Force issues and other legal services necessary for the Project ("Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. RVPUB\NGs\5529334 (BBK revised July 2, 2001)