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ORIGINAL <br />AMENDED AND RESTATED AGREEMENT FOR PROFESSIONAL SERVICES <br />(Paymentus Corporation) <br />THIS AMENDED AND RESTATED AGREEMENT is made and entered into as of <br />the First day of April, 2017, by and between the CITY OF REDWOOD CITY, a charter <br />city and municipal corporation of the State of California ("City"), and Paymentus <br />Corporation ("Consultant"). <br />RECITALS <br />A. City requires the professional services of an Interactive Voice Recognition <br />System (IVR)/ Automated Phone Payments, Outbound Customer Notifications, <br />Paymentus Payment Processing Services, and Staff Portal for utility payments. <br />B. Consultant has the necessary experience in providing professional services <br />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 willingness <br />and ability to perform such work. <br />E. Tele -Works Incorporated, the predecessor in interest to Consultant, and <br />City entered into that certain Statement of Work dated as of October 14, 2013 (the "Prior <br />Agreement"). <br />F. Consultant and City wish to Ament and Restate the Prior Agreement in its <br />entirety with this Agreement and to accept the rights created pursuant to this Agreement <br />in lieu of the rights granted to them under the Prior Agreement. <br />NOW, THEREFORE, in consideration of these recitals and the mutual covenants <br />contained herein, the Parties hereby agree that the Prior Agreement shall be amended <br />and restated in its entirety by this Agreement, and the Parties further 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 exercise <br />the reasonable professional care and skill customarily exercised by reputable members <br />of Consultant's profession practicing in the urban Northern California Area, and will use <br />reasonable diligence and best judgment while exercising its professional skill and <br />expertise. <br />ATTY/AGR/2017.080/PAYMENTUS - IVR <br />REV: 04-10-17 JS Page 1 of 14 <br />