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CITY OF COLTON PROFESSIONAL SERVICES AGREEMENT 1. PARTIES AND DATE. This Agreement is made and entered into this day of , 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 Duane Morita Planning & Environmental, a Sole Ownership, with its principal place of business at 6643 East Smokey Avenue, Orange, California, 92867 ("Consultant"). City and Consultant are sometimes individually referred to as "Party" 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 planning and environmental consulting and documentation services to public clients and is familiar with the Project. 2.2 Project. City desires to engage Consultant to render such services for the Preparation of CEQA (California Environmental Quality Act) Documentation as set forth in this Agreement. 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 CEQA Documentation consulting 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. 3.1.2 Term. The term of this Agreement shall be from the date referenced in the first paragraph of this Agreement and shall terminate when all work required by Consultant has been completed to the City's reasonable satisfaction and the Consultant has satisfied all of its obligations RVPUB\ELC\627842 I (ALS: MAY 26, 2005)