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Attachment A Standard Agreement for Professional Services This Agreement is made on the day of , 2009, between the City of Roseville, Minnesota (hereinafter "City"), whose business address is 2660 Civic Center Drive, Roseville, MN 55113-1899, and Cuningham Group Architecture, a Minnesota (hereinafter "Consultant") whose business address is St. Anthony Main, 201 Main Street SE, Suite 325, Minneapolis, MN 55414. Preliminary Statement The City has adopted a policy regarding the selection and hiring of consultants to provide a variety of professional services for City projects. That policy requires that persons, firms or corporations providing such services enter into written agreements with the City. The purpose of this Agreement is to set forth the terms and conditions for the provision of professional services by Consultant for assisting in rewriting Title 10, Zoning Regulations of the Roseville City Code hereinafter referred to as the "Work". The City and Consultant agree as follows: Scope of Work/Proposal. The Consultant agrees to provide the professional services shown in Exhibit "A" in connection with the Work. The terms of this standard agreement shall take precedence over any provisions of the Consultants proposal and/or general conditions. 2. Term. The term of this Agreement shall be from November 23, 2009 through August 31, 2010, the date of signature by the parties notwithstanding. This Agreement may be extended upon the written mutual consent of the parties for such additional period as they deem appropriate, and upon the terms and conditions as herein stated. 3. Compensation for Services. City agrees to pay the Consultant on a stipulated sum fee basis plus expenses in a total amount of not to exceed $35,000 for the services as described in Exhibit A. A. Any changes in the scope of the work which may result in an increase to the compensation due the Consultant shall require prior written approval by an authorized representative of the City or by the City Council. The City will not pay additional compensation for services that do not have prior written authorization. B. Special Consultants may be utilized by the Consultant when required by the complex or specialized nature of the Project and when authorized in writing by the City. C. If Consultant is delayed in performance due to any cause beyond its reasonable control, including but not limited to strikes, riots, fires, acts of God, governmental actions, actions of a third party, or actions or inactions of City, the time for performance shall be extended by a period of time lost by reason of the delay. Consultant will be entitled to payment for its reasonable additional charges, if any, due to the delay.