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AGREEMENT TO PERFORM PROFESSIONAL SERVICES <br />This agreement for the establishment of a water distribution and production asset <br />management system ("Agreement") is made and entered in this 15th day of June, 2021 <br />("Effective Date"), by and between the City of Redlands, a municipal corporation ("City") and <br />Sedaru, Inc, a Delaware corporation ("Consultant") City and Consultant are sometimes <br />individually referred to herein as a "Party" and, together, as the "Parties." In consideration of the <br />mutual promises contained herein, City and Consultant agree as follows <br />ARTICLE 1 — ENGAGEMENT OF CONSULTANT <br />1 1 City hereby engages Consultant to produce and provide to City a water distribution and <br />production asset management system for City (the "Services") <br />1.2 The Services shall be performed by Consultant in a professional manner, and Consultant <br />represents that it has the skill and the professional expertise necessary to provide the <br />Services to City at a level of competency presently maintained by other practicing <br />professional consultants in the industry providing like and similar types of Services. <br />ARTICLE 2 — SERVICES OF CONSULTANT <br />2.1 The Services that Consultant shall perform are more particularly described in Exhibit <br />"A," titled "Scope of Services," which is attached hereto and incorporated herein by <br />reference <br />2.2 Consultant shall comply with applicable federal, state and local laws and regulations in <br />the performance of this Agreement including, but not limited to, any applicable State <br />prevailing wage laws. <br />ARTICLE 3 — RESPONSIBILITIES OF CITY <br />3 1 City designates John R. Harris, Municipal Utilities and Engineering Department Director, <br />as City's representative with respect to performance of the Services, and such person <br />shall have the authority to transmit instructions, receive information, interpret and define <br />City's policies and decisions with respect to performance of the Services. <br />ARTICLE 4 — PERFORMANCE OF SERVICES <br />4 1 Consultant shall perform and complete the Services in a prompt and diligent manner in <br />accordance with the schedule set forth in Exhibit "B," titled "Project Schedule," which is <br />attached hereto and incorporated herein by reference <br />4.2 The term of this Agreement shall be for a period of three (3) years commencing as of the <br />Effective Date, unless terminated earlier as provided herein. <br />1 <br />L.\ca\djm\Agreements\Sedaru Inc Agreement.PS- 1 1 .FY20-0 129.doc.jn <br />