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APPRQVED BY <br />CITY OF COLTON CITY C—� <br />PROFESSIONAL SERVICES AGREEMENT Date s oa <br />Item # i o <br />1. PARTIES AND DATE. <br />This Agreement is made and entered into this 5th day of February 2002 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 />Dembrowsky and Associates, Inc., a California corporation with its principal place of business at <br />3373 Cabrillo Boulevard, Suite 200, Los Angeles, California, 90066 ("Consultant"). City and <br />Consultant are sometimes individually referred to as "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 Agreement. <br />Consultant represents that it is experienced in providing human resources consulting services to <br />public clients, is licensed in the State of California, and is familiar with the plans of City. <br />2.2 Project. <br />City desires to engage Consultant to render such services for the salary/compensation study <br />("Project") as set forth in this Agreement. <br />3. TERMS. <br />3.1 Scope of Services and Term. <br />3.1.1 General Scone of Services. Consultant promises and agrees to furnish to the <br />City all labor, materials, tools, equipment, services, and incidental and customary work necessary to <br />fully and adequately supply the professional human resources consulting services necessary for the <br />Project ("Services"). The Services are more particularly described in Exhibit "A" attached hereto <br />and incorporated herein by reference. All Services shall be subject to, and performed in accordance <br />with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all <br />applicable local, state and federal laws, rules and regulations. <br />3.1.2 Term. The term of this Agreement shall be from February 11, 2002 to <br />December 31, 2002 unless earlier terminated 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 />RVPUB\NGS\529334 <br />