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AGREEMENT FOR SYSTEM MAINTENANCE <br />AND SOFTWARE DEVELOPMENT SERVICES <br />THIS AGREEMENT, made and entered into this 5th day of October, 2009 by and <br />between Telvent Farradyne, Inc., a California corporation (hereinafter "Consultant"), and the <br />City of Santa Ana, a charter city and municipal corporarion organized and existing under the <br />Constitution and laws of the State of California (hereinafter "City"). <br />RECITALS <br />A. The City desires to retain a consultant having special skill and knowledge in the field of <br />software maintenance and development services for the Management Information <br />System for Transportation (MIST) traffic signal system developed by Consultant. <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 the <br />terms and conditions hereinafter set forth, the parties agree as follows: <br />1. SCOPE OF SERVICES <br />Consultant shall perform annual routine system maintenance and on-call system services <br />on an as needed basis, as set forth in Exhibit A, attached hereto and incorporated by reference. <br />Consultant shall provide development and implementation services necessary for the <br />Transportation Information System Project 09-5025-M, as set forth in Exhibit B, attached hereto <br />and incorporated by reference. <br />2. REPRESENTATIVES <br />For purposes of implementing this Agreement, the representative of City shall be the <br />Executive Director of the Public Works Agency, or his designated representative, and the <br />representative of the Consultant shall be the President or his/her designated representative. <br />Except as maybe otherwise stated herein, such representatives shall have the authority to act on <br />behalf of their respective parties in carrying out the terms of this Agreement. <br />25G-3 <br />