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ORIGINAL <br />AGREEMENT FOR PROFESSIONAL SERVICES <br />(Brainfuse, Inc.) �Q <br />THIS AGREEMENT is made and entered into as of the day of <br />Je.bruxnJ20118, by and between the CITY OF REDWOOD CITY, a charter city and <br />mums I corporation of the State of California ("City"), and Brainfuse, Inc. <br />("Consultant"). <br />RECITALS <br />A. City requires the professional services of an online homework help <br />service. <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. Consultant shall meet the service level targets set forth in Exhibit A. <br />Failure to meet the service level targets will result in a refund to the City as set forth in <br />Exhibit A. <br />3. Term. Unless earlier terminated, the term of this Agreement will be effective for a <br />period of three years, commencing on February 1, 2018. The City Manager may amend <br />the Agreement to extend it for two additional two-year periods in an amount not to <br />exceed $22,000 per year. Extensions will be based upon a satisfactory review of <br />Consultant's performance, City needs, and appropriation of funds by the City. The <br />parties will prepare a written amendment indicating the effective date and length of the <br />extended Agreement. <br />REV: 01-10-18 JS Page 1 of 18 <br />ATTY/AGR.2018.007/Brainfuse 2018 <br />