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Attachment A PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT is entered into this day of 200_, between the CITY OF PLEASANTON, a municipal corporation ("City"), and PACKET FUSION, INC, a (Corporation) whose address is 1900 South Norfolk Street#110 San Mateo. CA 94403, and telephone number is (650) 292-6081, ("Consultant"). RECITALS A. Consultant is qualified to and experienced in installing and servicing ShoreTel telecommunication equipment for the purposes specified in this Agreement. B. City finds it necessary and advisable to use the services of the Consultant for the purposes provided in this Agreement. NOW THEREFORE, in consideration of the mutual covenants and conditions in this Agreement, City and Consultant agree as follows: 1. Consultant's Services. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City with telephone, procurement, installation and maintenance services described in Exhibit A. Consultant shall provide said services at that time, place and in the manner specified in Exhibit A. 2. City Assistance, Facilities, Equipment and Clerical Support. Except as set forth in Exhibit A, Consultant shall, at its sole cost and expense, furnish all facilities, services and equipment that may be required for furnishing services pursuant to this Agreement. City shall furnish to Consultant only the facilities, services and equipment listed in Exhibit A according to the terms and conditions set forth in Exhibit A. 3. Terms. This contract shall commence on the date written above and shall expire on January 1, 2014 at which time maintenance agreements between the City and Consultant shall be approved. 4. Compensation. City shall pay Consultant for services rendered pursuant to this Agreement as described more particularly in Exhibit A. The payments shall be 50% of total at time of contract execution; 30% of total upon delivery of equipment and 20% of total upon system acceptance upon receipt and approval of Consultant's invoice. Total compensation for services and reimbursement for costs shall not exceed $350,000. a. Invoices submitted to City must contain a brief description of work performed, time used and City reference number. Payment shall be made within thirty (30) days of receipt of Consultant's invoice and approved by City. b. Upon completion of work and acceptance by City, Consultant shall have sixty(60) days in which to submit final invoicing for payment. An extension may be granted by City upon receiving a written request thirty (30) days in advance of said time