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CITY OF RANCHO PALOS VERDES <br />ON-CALL PROFESSIONAL/TECHNICAL SERVICES AGREEMENT <br />THIS AGREEMENT ("Agreement") is made and entered into this 18th day of August, <br />2015, by and between the City of Rancho Palos Verdes (hereinafter referred to as the <br />"CITY") and Iteris, Inc., a California corporation (hereafter referred to as <br />"CONSULTANT"). <br />IN CONSIDERATION of the covenants hereinafter set forth, the parties hereto <br />agree as follows: <br />ARTICLE 1 <br />SCOPE OF SERVICES <br />1.1 Proiect Description <br />The Project is described as on-call services as follows: provide Traffic <br />Engineering services. <br />1.2 Description of Services <br />CONSULTANT shall provide such on-call traffic engineering consulting <br />services as may be requested by CITY. CONSULTANT acknowledges that this <br />Agreement is for on-call services, and there is no certainty that CONSULTANT will be <br />asked to perform any services pursuant to this Agreement. CONSULTANT's Statement <br />of Qualifications is attached hereto as Exhibit A and incorporated herein by this reference. <br />In the event of any conflict between the terms of this Agreement and incorporated <br />documents, the terms of this Agreement shall control. <br />1.3 Schedule of Work <br />Upon receipt of written Notice to Proceed from CITY, CONSULTANT shall <br />perform with due diligence the services requested by CITY. Time is of the essence in this <br />Agreement. CONSULTANT shall not be responsible for delay, nor shall CONSULTANT <br />be responsible for damages or be in default or deemed to be in default by reason of <br />strikes, lockouts, accidents, or acts of God, or the failure of CITY to furnish timely <br />information or to approve or disapprove CONSULTANT's work promptly, or delay or faulty <br />performance by CITY, other consultants/contractors, or governmental agencies, or any <br />other delays beyond CONSULTANT's control or without CONSULTANT's fault. <br />1.4 Term of Agreement <br />This Agreement shall commence on August 18, 2015 and shall terminate <br />on June 30, 2021 unless sooner terminated pursuant to Article 4 of this Agreement. <br />R6876 -0504\1859596v2. doc <br />