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6. Project Manager and Staffing. The Consultant has designated the individuals <br /> identified in Exhibit A as the Project Manager to serve on the Project. The Project <br /> Manager shall be assisted by other staff members as necessary to facilitate the <br /> completion of the Project in accordance with the terms established herein. <br /> Consultant may not remove or replace the Project Manager without the approval of <br /> the City. <br /> 7. Standard of Care. Standard of Care. Consultant shall exercise the same degree of <br /> care, skill and diligence in the performance of the Work as is ordinarily exercised by <br /> members of the profession under similar circumstances in Minnesota. Consultant <br /> shall be liable to the fullest extent permitted under applicable law,without limitation, <br /> for any injuries,loss, or damages proximately caused by Consultant's breach of this <br /> standard of care. Consultant shall put forth reasonable efforts to complete its duties <br /> in a timely manner. Consultant shall not be responsible for delays caused by factors <br /> beyond its control or that could not be reasonably foreseen at the time of execution <br /> of this Agreement. Consultant shall be responsible for costs or damages arising <br /> from unreasonable delays in the completion of the Work. <br /> 8. Audit Disclosure. The Consultant shall allow the City or its duly authorized agents <br /> reasonable access to such of the Consultant's books and records as are pertinent to <br /> the work performed under this Agreement. Any reports,information, data, etc. <br /> given to, or prepared or assembled by, the Consultant under this Agreement which <br /> the City requests to be kept confidential shall not be made available to any individual <br /> or organization without the City's prior written approval. All finished or unfinished <br /> documents, data, studies, surveys, drawings, maps,models,photographs, and reports <br /> prepared by the Consultant shall become the property of the City upon termination <br /> of this Agreement,but Consultant may retain copies of such documents as records <br /> of the services provided. <br /> 9. Term. The term of the Agreement shall be from the signed date of this Agreement <br /> through December 31, 2015, the date of signature by the parties notwithstanding. <br /> This Agreement may be extended upon the written mutual consent of the parties for <br /> such additional period as they deem appropriate, and upon the terms and conditions <br /> as herein stated. <br /> 10. Termination. This Agreement may be terminated by the Consultant effective upon <br /> sixty (60) days'written notice delivered to the City at the address written above. The <br /> City may terminate this Agreement effective immediately, upon with notice to the <br /> consultant. Upon termination under this provision, the Consultant shall be paid for <br /> services rendered and reimbursable expenses until the effective date of termination. <br /> If,however the City terminates this Agreement because the Consultant has failed to <br /> perform in accordance with this Agreement,no further payment shall be made to the <br /> Consultant, and the City may retain another consultant to undertake or complete the <br /> Work. <br /> Page 2 of 9 Standard Agreement For Professional Services <br />