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INSURANCE NOT ON FILE N-2012-036 WORK MAY NOT PROCEED CLERK OF COUNCIL AA// ? DATE: APR 1 2 2012 Q _ ?w'?'`? 1 , CONSULTANT AGREEMENT V ?,,.?., N o?v y eve THIS AGREEMENT made and entered into this3/ ?fday of March, 2012 by and between ITERIS, Inc., a Delaware corporation (hereinafter "Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City"). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of traffic video surveillance systems to assist the City in the upgrade of its system. B. Consultant represents that Consultant is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: SCOPE OF SERVICES Consultant shall review the current traffic surveillance system, document the requirements of an upgraded system and provide sample design and a recommendation for the acquisition of a new system, as set forth in Exhibit A to this Agreement and incorporated by this reference. 2. DELIVERY OF WORK PRODUCT -OWNERSHIP Consultant warrants and represents that it has the absolute right to enter into and perform this Agreement and will perform its obligations hereunder in accordance with standards and practices prevailing in the industry. Consultant's contribution to the Project, including works to be produced by Consultant hereunder, will not infringe or misappropriate the proprietary or personal rights of any third person or party. Consultant shall deliver to City any work product which results from the services provided. Said work product shall be submitted in a form approved by the City's Project Manager. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, a flat fee of $10,000. Additional services required for integration and/or construction oversight of the system will be billed on a time and materials basis pursuant to written approval of the Executive Director. b. Payment by City shall be made within thirty (30) days following receipt of the final Design Technical Memorandum, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City.