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ORIGINAL <br />AGREEMENT FOR PROFESSIONAL SERVICES <br />(Packet Fusion, Inc.) <br />THIS AGREEMENT is made and entered into as of the day of October, <br />2018, by and between the CITY OF REDWOOD CITY, a charter city and municipal <br />corporation of the State of California ("City"), and Packet Fusion, Inc., a California <br />corporation ("Consultant") (collectively, the "Parties"). <br />RECITALS <br />A. City requires the professional services for: the development and <br />implementation of an Interactive Voice Recognition ("IVR") system to allow for <br />automated phone payments; an outbound IVR customer notification platform; ShoreTel <br />custom software support for the IVR platform and notification platform for utility <br />payments; and assistance with an annual PCI Self -Assessment Questionnaire. <br />B. Consultant has the necessary experience in providing professional <br />services and advice. <br />C. Selection of Consultant is expected to achieve the desired results in an <br />expedited fashion. <br />D. Consultant has submitted a proposal to City and has affirmed its <br />willingness and ability to perform such work. <br />NOW, THEREFORE, in consideration of these recitals and the mutual covenants <br />contained herein, the Parties agree as follows: <br />1. Scope of Work. City retains Consultant to perform, and Consultant agrees to <br />render, those services (the "Services") that are defined in attached Exhibit "A," which is <br />incorporated herein by reference. In the event of a conflict between the provisions of <br />Exhibit "A" and the terms of this Agreement, the terms of this Agreement shall prevail. <br />City shall have the right to modify the scope of work to delete tasks in whole or in part. <br />2. Standard of Performance. While performing the Services, Consultant will <br />exercise the reasonable professional care and skill customarily exercised by reputable <br />members of Consultant's profession practicing in the urban Northern California Area, <br />and will use reasonable diligence and best judgment while exercising its professional <br />skill and expertise. <br />3. Term. Unless earlier terminated, the term of this Agreement will be effective for a <br />period of ten weeks and one year from the date first above written. Consultant will <br />perform the development and implementation of its IVR system for a period not to <br />exceed ten weeks. Upon acceptance of Consultant's IVR system, the City will begin the <br />first year of Custom Software Support under this Agreement. The City Manager may <br />amend the Agreement to extend Consultant's Custom Software Support for up to two <br />REV: 11-14-18 DZ <br />Page 1 of 11 <br />ATTY/AGR.2018.265/Packet Fusion - IVR System Development & Implementation <br />