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EDateo <br />BY <br />CIL <br />CITY OF COLTON 009/1 <br />PROFESSIONAL SERVICES AGREEMENT /Aq <br />1. PARTIES AND DATE. <br />This Agreement is made and entered into this 19th day of August, 2008 by and between the City <br />of Colton, a municipal organization organized under the laws of the State of California with its <br />principal place of business at 650 North La Cadena Drive, Colton, California 92324 ("City') and <br />Mathis & Associates with its principal place of business at 3435 Valle Verde Drive, Napa, CA <br />94558 ("Consultant"). City and Consultant are sometimes individually referred to herein as <br />"Party" and collectively as "Parties." <br />2. RECITALS. <br />2.1 Consultant. <br />Consultant desires to perform and assume responsibility for the provision of certain <br />professional services required by the City on the terms and conditions set forth in this <br />Agreement. Consultant represents that it is experienced in developing communications, ethics <br />and norms policies and strategies for public clients and is familiar with the issues of the City. <br />2.2 Project. <br />City desires to engage Consultant to render such services for the City Council Norms and <br />Ethics Policy Project ("Project") as set forth in this Agreement. <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 all labor, materials, tools, equipment, services, and incidental and customary work <br />necessary to fully and adequately supply the professional municipal consulting services <br />necessary for the Project ("Services"). The Services are more particularly described in Exhibit <br />"A" attached hereto and incorporated herein by reference. All Services shall be subject to, and <br />performed in accordance with, this Agreement, the exhibits attached hereto and incorporated <br />herein by reference, and all applicable local, state and federal laws. rules and regulations. <br />3.1.2 Term. The term of this Agreement shall be from October 2007 to June 30, <br />2009, unless earlier terminated or extended as provided herein. Consultant shall complete the <br />Services within the term of this Agreement, and shall meet any other established schedules and <br />deadlines. <br />3.2 Responsibilities of Consultant. <br />3.2.1 Control and Payment of Subordinates; Independent Contractor. The <br />Services shall be performed by Consultant or under its supervision. Consultant will determine <br />the means, methods and details of performing the Services subject to the requirements of this <br />