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ATTACHMENT C <br />SAMPLE COPY OF STANDARD AGREEMENT FOR PROFESSIONAL SERVICES <br />PROFESSIONAL SERVICES AGREEMENT <br />AGREEMENT made this day of , 2025, by and <br />between the CITY OF ORONO, a Minnesota municipal corporation ("City") and <br />, ("Consultant"). <br />IN CONSIDERATION OF THEIR MUTUAL COVENANTS THE PARTIES <br />AGREE AS FOLLOWS: <br />1. SCOPE OF SERVICES. The City retains Consultant to furnish the services set <br />forth in the Contract Documents. The Consultant agrees to perform the services. <br />2. CONTRACT DOCUMENTS. The following documents shall be referred to as <br />the "Contract Documents," all of which shall be taken together as a whole as the contract <br />between the parties as if they were set verbatim and in full herein: <br />A. This Professional Services Agreement. <br />B. Consultant's proposal dated re: City of Orono <br />Professional Auditing Services. <br />C. Insurance certificate. <br />In the event of conflict among the provisions of the Contract Documents, the order in which <br />they are listed above shall control in resolving any such conflicts with Contract Document "A" <br />has the first priority and Contract Document "C" having the last priority. <br />3. COMPENSATION. Consultant shall be paid by the City for the services <br />described in Contract Documents on an hourly basis but not to exceed $ , inclusive <br />of reimbursables, taxes and other charges. The not to exceed fee shall not be adjusted if the <br />estimated hours to perform a task, the number of estimated required meetings or any other <br />estimate or assumption is exceeded. Consultant shall request payment for services rendered <br />on a monthly basis. The monthly payment applications from Consultant shall identify work <br />completed. <br />4. CHANGE ORDERS. All change orders, regardless of amount, must be <br />approved in advance and in writing by the City. No payment will be due or made for work <br />done in advance of such approval. <br />5. DOCUMENTS. The City shall be the owner of all documents, reports, studies, <br />analysis and the like prepared by the Consultant in conjunction with this contract. <br />241Page <br />191 <br />