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FIRST AMENDMENT TO AGREEMENT <br />TO PERFORM PROFESSIONAL SERVICES <br />This first amendment ("First Amendment") to the agreement for the provision of services <br />associated with property tax audit and information services ("Agreement") dated June 20, 2017, <br />("Agreement"), by and between the City of Redlands, a municipal corporation ("City"), and HDL <br />Coren & Cone, a California corporation ("Consultant"), is made and entered into this 20th day of <br />July, 2021 <br />RECITALS <br />WHEREAS, it is the desire of the Consultant and City to amend the terms of the agreement <br />to include provisions for non -disclosure of Consultant's proprietary information, and <br />WHEREAS, it is the desire of City and Consultant to amend Exhibit "A" of the Agreement, <br />titled "Scope of Services," to increase the scope of services to include those described in Exhibit <br />"1," which is attached hereto and incorporated herein by reference, and <br />NOW, THEREFORE, City and Consultant agree as follows. <br />AGREEMENT <br />Section 1 Section 8 10 of the Agreement, titled "General Considerations," is hereby <br />added as follows <br />"8 10 In performing its duties under this Agreement, Consultant will produce reports, technical <br />information and other compilations of data to City These reports, technical information <br />and compilations of data are derived by Consultant using methodologies, formulae, <br />programs, techniques and other processes designed and developed by Consultant at a <br />substantial expense. Consultant's reports, technical information, compilations of data, <br />methodologies, formulae, software, programs, techniques and other processes designed <br />and developed by Consultant shall be referred to as Proprietary Information. Consultant's <br />Proprietary Information is not generally known by the entities with which Consultant <br />competes. <br />Consultant desires to protect its Proprietary Information. Accordingly, City agrees that <br />neither it nor any of its employees, agents, independent contractors or other persons or <br />organizations over which it has control, will at any time during or after the term of this <br />Agreement, directly or indirectly use any of Consultant's Proprietary Information for any <br />purpose not associated with Consultant's activities. Further, City agrees that neither it nor <br />any of its employees, agents, independent contractors or other persons or organizations <br />over which it has control, will disseminate or disclose any of Consultant's Proprietary <br />Information to any person or organization not connected with Consultant, without the <br />express written consent of Consultant. City also agrees that consistent with its obligations <br />under the California Public Records Act and related disclosure laws, it will undertake <br />reasonable, necessary and appropriate steps to maintain the proprietary nature of <br />Consultant's Proprietary Information. <br />1 <br />L:\ca\djm\Agreements\HdL Coren & Cone First Amend.FY21-0002.docx.jn <br />