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Attachment 1 B. The City shall be reimbursed for services performed by any third-party independent contractors and/or subcontractors only if Metro-INET has authorized the retention of and has agreed to pay such persons or entities pursuant to Section 3B above. 6. City Management and Staffing. The City has designated its City Manager and Finance Director (“Project Contacts”) to perform and/or supervise the Work, and as the persons for Metro-INET to contact and communicate with regarding the performance of the Work. The Project Contacts shall be assisted by other employees of the City as necessary to facilitate the completion of the Work in accordance with the terms and conditions of this Agreement. The City may not remove or replace the Project Contacts without the prior approval of Metro-INET. 7. Standard of Care. All Work performed by the City under this Agreement shall be in accordance with the normal standard of care in Ramsey County, Minnesota, for professional services of like kind to the Work being performed under this Agreement. 8. Audit Disclosure. Any reports, information, data and other written documents given to, or prepared or assembled by either Party under this Agreement which is requested to be kept confidential shall not be made available by the other Party to any individual or organization without the requesting Party’s prior written approval. The books, records, documents and accounting procedures and practices of either Party to this Agreement are subject to examination by the other and either the Legislative Auditor or the State Auditor for a period of six (6) years after the effective date of this Agreement. The Parties shall at all times abide by Minn. Stat. § 13.01 et seq. and the Minnesota Government Data Practices Act, to the extent the Act is applicable to data, documents, and other information in the possession of either Party. 9. Termination. This Agreement may be terminated at any time by either Party, with or without cause, by delivering to the other Party at the address set forth in Provision 25 below, a written notice at least ten (10) days prior to the date of such termination. The date of termination shall be stated in the notice. Upon termination the City shall be paid for services rendered (and reimbursable expenses incurred if required to be paid by the Metro- INET under this Agreement) by the City through and until the date of termination. 10. Subcontractor. The City shall not enter into subcontracts for services provided under this Agreement without the express written consent of Metro-INET. If subcontracts are approved and entered into, the City shall promptly pay any subcontractor involved in the performance of this Agreement as required by the State Prompt Payment Act. 11. Independent Contractor. At all times and for all purposes herein, the City and its employees are independent contractors to and not employees of Metro-INET. 12. Non-Discrimination. During the performance of this Agreement, the Parties shall not discriminate against any person, contractor, vendor, employee or applicant for employment because of race, color, creed, religion, national origin, sex, marital status, status with regard to public assistance, disability, sexual orientation or age. The Parties shall post in places 3 Qbhf!231!pg!277