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ORIGINAL AGREEMENT FOR SERVICES Telstar Instruments HIS AGREEMENT is made and entered into as of the 2-3 day of 2020 (the "Effective Date"), by and between the CITY OF RED OD CITY a charter city and municipal corporation of the State of California ("City , and Telstar Instruments, a California corporation ("Consultant"). RECITALS A. City requires the services of a consultant to provide on-call Supervisory Control and Data Acquisition (SCADA) maintenance and troubleshooting services. B. Consultant has the necessary experience in providing such services. C. Selection of Consultant is expected to achieve the desired results in an expedited fashion. D. Consultant has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, the Parties agree as follows: 1. Scope of Work. City retains Consultant to perform, and Consultant agrees to render, those services (the "Services") that are defined in attached Exhibit A, which is incorporated herein by reference. City will have the right to modify the scope of work to delete tasks in whole or in part. Any individuals listed as "Key Personnel" on Exhibit A will perform the roles ascribed to them in Exhibit A. Consultant may not change the list of Key Personnel without the prior written consent of the City. Services will be authorized by City, as needed, with a task order assigned and approved by the City's Public Works Superintendents — Water and Wastewater. Each task order will be in substantially the same form as attached Exhibit A-1, which is incorporated herein by reference. Each task order will designate a City Project Manager and will contain a specific scope of work, a specific schedule of performance, and a specific compensation amount. The total price of all task orders may not exceed the amount of compensation set forth in Section 6 below. Consultant will only be compensated for work performed under an authorized task order. 2. Standard of Performance. While performing the Services, Consultant will exercise the reasonable professional care and skill customarily exercised by reputable members of Consultant's profession practicing in the urban Northern California Area. Consultant will also use reasonable diligence and bestjudgment while exercising its professional skill and expertise. F'.NTAW M41X ATTY/AGR.2019.318lrelstar Inslmmenls (Page 1 of 14)