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MASTER SERVICES AGREEMENT <br />THIS MASTER SERVICES AGREEMENT (this "Agreement") is made and entered into <br />as of this 18th day of June, 2024 (the "Agreement Date") by and between Hinderliter De Llamas & <br />Associates (HdL Companies) a California corporation ("Consultant"), and City of Redlands, a <br />municipal corporation ("Client"), which is located within the state of California (the "State"). <br />WITNESSETH: <br />WHEREAS, Consultant is engaged in the business of providing consulting, software and <br />other services that help public agencies understand and maximize their collection of sales, use and <br />transactions taxes, business license taxes, property and lodging taxes, and other revenues, as well as <br />their delivery of other public services (collectively, "Consultant's Business"); and <br />WHEREAS, Client desires to contract with Consultant to obtain one or more of the services <br />included within Consultant's Business (as provided for in Section 1) upon the terms and conditions <br />contained in this Agreement; <br />WHEREAS, Consultant desires to contract with Client to render such services upon the terms <br />and conditions contained in this Agreement. <br />NOW THEREFORE, in consideration of the covenants and promises contained herein, <br />Client and Consultant mutually agree as follows: <br />1. Services. <br />1.1 Consultant will perform those services included within Consultant's Business that are <br />described in any and all schedule(s) referencing this Agreement and signed by Client and Consultant <br />as of the Agreement Date or hereafter (individually and collectively, the "Schedule(s)"), upon the <br />terms and conditions contained in this Agreement (including the Schedules) (such services are, <br />collectively, the "Services") <br />1.2 Consultant warrants that it will perform the Services in a professional manner in <br />accordance with professional standards. In performing the Services, Consultant is acting as an <br />independent contractor (and not as an agent or employee of Client). <br />1.3 Client acknowledges and agrees that any other public agency (including, without <br />limitation, any participating government agency) located within or outside of the State (e.g., city, <br />municipality, county, district, public authority or other political subdivision) may procure services for <br />fees and other terms and conditions that are substantially similar to any of the Services, Fees and other <br />terms and conditions set forth in this Agreement, provided that such other public agency executes a <br />separate agreement with Consultant wherein the services rendered to such other public agency, the <br />fees payable by such other public agency, and the other terms and conditions of such separate <br />agreement are the responsibility of Consultant and such other public agency and not Client. <br />1.4 This Agreement does not limit the right of Consultant to enter into additional contracts <br />with Client or to contract with other persons or entities (that are not Client) to provide them with <br />merchandise or services of any kind whatsoever, including, but not limited to, services similar to the <br />Services. <br />1234662.2 Page 1 of 13 <br />