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PROFESSIONAL SERVICES AGREEMENT TIIIS AGREEMENT is made and entered into this 21st day of April 2015 by and between Iteris, Inc, ( "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 ( "City "), RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of traffic signal synchronization and related matters. 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 Geld. 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; TERMS This Agreement shall commence on the date first written above and terminate on December 31, 2018, unless terminated earlier in accordance with Section 13, below. 1. SCOPE OF SERVICES Consultant agrees to perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in the Scope of Services - Exhibit A, attached hereto and incorporated by reference. Consultant shall perform and deliver the services in the timeframes specified in Exhibit A or as otherwise requested by the City. The services shall be provided per written request of the Executive Director of Public Works, or designee, after the City's issuance of a Notice to Proceed. 2, COMPENSATION City agrees to pay, and Consultant agrees to accept as total payment for its services for City, the fees identified in the Fee Proposal - Exhibit B, attached hereto and incorporated by reference. The total sum to be expended under this Agreement shall not exceed $755,000 during the term of the Agreement. This includes (1) a fixed amount of $699,443 for services and equipment specified in Exhibit A plus (2) the amount of up to $55,557 for contingency services and equipment if necessary and upon such request for such services or equipment by the City, as both more fully described in Exhibit B. It is intended by the parties that Exhibit B shall fully set forth the entire compensation that is payable to Consultant under this Agreement, including any contingency amount, and shall supersede any other fee schedules appearing in Exhibit A. 25C -5