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EXHIBIT 1 <br />ON -CALL AGREEMENT WITH TRANSPORTATION STUDIES INC. TO PROVIDE <br />TRAFFIC COUNTING SERVICES <br />THIS AGREEMENT is made and entered into on this 6�' day of May, 2025 by and between <br />Transportation Studies, Inc. (TSI), a California corporation, ("Consultant"), and the City of Santa <br />Ana, a charter city and municipal corporation organized and existing under the Constitution and <br />laws of the State of California ("City"). <br />RECITALS <br />A. On January 21, 2025, City issued Request for Proposal ("RFP") No. 25-012, by which it <br />sought qualified consultants to provide on -call traffic counting services for the City's <br />Public Works Agency. <br />B. Consultant submitted a responsive proposal that was among those selected by the City. <br />Consultant represents that it is able and willing to provide the services described in the <br />scope of work that was included in RFP 25-012. <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 the <br />terms and conditions hereinafter set forth, the parties agree as follows: <br />1. SCOPE OF SERVICES <br />On an on -call basis, and at the City's sole discretion, Consultant shall perform during the <br />term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, <br />and incidental customary work required to fully and adequately complete the services described <br />and set forth in the scope of work that was included in RFP No. 25-012, which is attached hereto <br />as Exhibit A and incorporated by reference. <br />2. COMPENSATION <br />a. City neither warrants nor guarantees any minimum or maximum compensation to <br />Consultant under this Agreement. Consultant shall be paid only for actual services <br />performed under this Agreement at the rates and charges identified in Exhibit B. <br />Consultant is one of two (2) consultants selected to provide services on an on -call basis <br />under RFP 25-012. The total compensation for these services provided by all such <br />consultants selected under RFP 25-012 shall not exceed the shared aggregate amount <br />of Five Hundred Thousand Dollars ($500,000) during the term of the Agreement, <br />including any extension periods. <br />b. Payment by City shall be made within forty-five (45) days following receipt of proper <br />invoice evidencing work performed, subject to City accounting procedures. City and <br />