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AGREEMENT TO PERFORM PROFESSIONAL SERVICES <br />This agreement for the provision of professional software licensing and consulting services <br />("Agreement") is made and entered in this 1st day of February, 2022 ("Effective Date"), by and <br />between the City of Redlands, a municipal corporation ("City") and LiftOff, LLC, a Maryland <br />limited liability company ("Consultant") City and Consultant are sometimes individually referred <br />to herein as a "Party" and, together, as the "Parties." In consideration of the mutual promises <br />contained herein, City and Consultant agree as follows <br />ARTICLE 1— ENGAGEMENT OF CONSULTANT <br />1 1 City hereby engages Consultant to provide Microsoft Office 365 licensing and consulting <br />services 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 "A," <br />titled "Scope of Services," which is attached hereto and incorporated herein by reference <br />2.2 Consultant shall comply with applicable federal, state and local laws and regulations in the <br />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 Danielle Garcia, Management Services/Finance Director, as City's <br />representative with respect to performance of the Services, and such person shall have the <br />authority to transmit instructions, receive information, interpret and define City's policies <br />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 one (1) year from the Effective Date of <br />this Agreement (the "Initial Term") The City shall have the option to extend the Initial <br />Term of this Agreement by four (4) additional one-year terms (each, an "Extended Term"), <br />on the same terms and conditions, by providing written notice to Consultant at least thirty <br />(30) days prior to the expiration of the Initial Term or any Extended Term <br />1 <br />L:\ca\djm\Agreements\LiftOffAgreement.PS-1 1.FY21-0066.docx.jn <br />