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�'�� AGREEMENT FOR PROFESSIONAL SERVICES (Packet Fusion) THIS AGREEMENT is made and entered into as of the 24 day of August, 2015, by and between the CITY OF REDWOOD CITY, a charter city and municipal corporation of the State of California ("City"), and Packet Fusion (PFI) ("Consultant"). RECITALS A. City requires the professional services of a Telephone System Installer and Implementer. B. Consultant has the necessary experience in providing professional services and advice. C. Selection of Consultant is expected to achieve the desired results in an expedited fashion. D. Consultant has submitted a proposal to City and has affirmed its willingness and ability to perfiorm such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, the Parties agree as follows: 1. Scope of Work. City retains Consultant to perform, and Consultant agrees to render, those services {the "Services") that are defined in attached Exhibit "A," which is incorporated herein by reference. In the event of a conflict between the provisions of Exhibit "A" and the terms of this Agreement, the terms of this Agreement shall prevail. City shall have the right to modify the scope of work to delete tasks in whole or in part. 2. Standard of Performance. While performing the Services, Consultant will exercise the reasonable professional care and skill customarily exercised by reputable members of Consultant's profession practicing in the urban Northern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. Term. Unless earlier terminated, the term of this Agreement will be effective for a period of five (5) years from the date first above written. The City Manager may amend the Agreement to extend it for two additional one (1) year periods in an amount not to exceed $30,000 per year. Extensions will be based upon a satisfactory review of Consultant's performance, City needs, and appropriation of funds by the City. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. Schedule. Consultant will adhere to the schedule set forth in Exhibit "A", provided, that City in its discretion may grant reasonable extensions of time for the REV:08-28-15 MLG Page 1 of 69 ATTY/AGR.2015.207/Packet Fusion New Telephone System