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CITY OF COLTON <br />PROFESSIONAL SERVICES AGREEMENT <br />1. PARTIES AND DATE. <br />This Agreement is made and entered into this day of , 2010 by <br />and between the City of Colton, a municipal organization organized under the laws of the State <br />of California with its principal place of business at 650 North La Cadena Drive, Colton, <br />California 92324 ("City'") and Schweitzer Engineering Laboratories, Inc., a corporation, with its <br />principal place of business at 2350 NE Hopkins Court, Pullman, Washington 99163 <br />('Consultant"). City and Consultant are sometimes individually referred to herein as "Party" and <br />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 providing HMI & tagging <br />development and commissioning services to public clients, is licensed in the State of California, <br />and is familiar with the plans of City. <br />2.2 Project. <br />City desires to engage Consultant to render such services for the HMI & Tagging <br />Development and Commissioning for Drews, Century, Hub and North Substations project <br />('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 HMI & tagging development and <br />commissioning consulting services necessary for the Project (`Services"). The Services are <br />more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. <br />All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits <br />attached hereto and incorporated herein by reference, and all applicable local, state and federal <br />laws, rules and regulations. <br />3.1.2 Term. The term of this Agreement shall be from April 12, 2010 to August <br />31, 2010, unless earlier terminated as provided herein. Consultant shall complete the Services <br />within the term of this Agreement, and shall meet any other established schedules and deadlines. <br />ORANGE\AMO KRIS\67493.1 <br />