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EXHIBIT 1 <br />AGREEMENT TO PROVIDE MAINTENANCE <br />AND REPAIR SERVICES <br />THIS AGREEMENT is made and entered into on this 18°i day of December, 2018 by and between <br />GILBARCO INC., a Delaware corporation, doing business under the GasboyTM brand and located <br />at 7300 West Friendly Avenue, Greensboro, NC 27410 ("Consultant" or "Gasboy"), and the City <br />of Santa Ana, a charter city and municipal corporation organized and existing under the <br />Constitution and laws of the State of California ("City" or "Customer"). <br />RECITALS <br />A. The City desires to retain a consultant having special skill and knowledge in the field of <br />providing maintenance and repair services to the City's fuel management system <br />B. Consultant represents that Consultant is able and willing to provide such services to the <br />City. <br />C. In undertaking the performance of this Agreement, Consultant represents that it is <br />knowledgeable in its field and that any services performed by Consultant under this <br />Agreement will be performed in compliance with such standards as may reasonably be <br />expected from a professional consulting firm in the field. <br />NOW THEREFORE, in consideration of the mutual and respective promises, and subject to <br />the terms and conditions hereinafter set forth, the parties agree as follows: <br />1. SCOPE OF SERVICES <br />Consultant shall perform during the term of this Agreement, the tasks and obligations <br />including all labor, materials, tools, equipment, and incidental customary work required to fully <br />and adequately complete the services described and set forth in Exhibit A and C, attached hereto <br />and incorporated by reference, and pursuant to these terms and the Additional Terms and <br />Conditions set forth in Exhibit D, attached hereto and incorporated by reference. <br />2. COMPENSATION <br />a. City agrees to pay, and Consultant agrees to accept as total payment for its services for <br />City, the rates and charges identified in Exhibit B. The total amount to be expended <br />under this Agreement shall not exceed $38, IX <br />b. Payment by City shall be made within 30 days (thirty) days following receipt of proper <br />invoice evidencing work performed, subject to City accounting procedures. Subject to <br />the terms and conditions herewith, payment need not be made for work which fails to <br />meet the standards of performance set forth in the Recitals which may reasonably be <br />expected by City. <br />25A-3 <br />