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North Suburban Access Corporation Professional and Technical Services Agreement This Professional and Technical Services Agreement (the "Agreement") is between the North Suburban Access Corporation, a Minnesota Non -Profit Corporation, (herein the "NSAC") and the Ci f Mou ul1 s View. M iDnesota(herein the "City"). Recitals I, Under Minnesota law, the NSAC is empowered to provide such professional and technical services as are desired by the City. 2. The City desires to engage the NSAC for video webcasting services and archiving services (herein "the Services"). 3. The City represents that it is empowered to engage the NSAC. Agreement 1. Term of Contract 1.1. Duration. This Agreement will become effective January 1, 2021 and will remain in effect for a period of twelve (12) months. At the expiration of the twelve (12) month period, the Agreement will automatically renew for another period of one (1) year, unless notice to terminate this Agreement is provided no less than ninety (90) days prior to the end of the current term. If this Agreement is terminated prior to the completion of a one (1) year period, the NSAC will be entitled to payment, determined on a pro rata basis, for Services satisfactorily performed. 1.2. Survival of Terms. The following clauses will remain in effect after the termination of the Agreement: Section 5. Liability, Section 6. Government Data Practices and Intellectual Property, Section 8. Governing Law, Jurisdiction, and Venue; and Section 9. Disclosure. 2. Services Provided 2.1. Services. The NSAC will provide the Services described in Schedule A (attached). 2.2. Additional Services. The City may also request additional services during the term of the Agreement (see Section 1.1. Duration). If accepted by the NSAC, Schedule A will be amended to include a description of the additional services and according compensation. Unless otherwise specified, all terms of this Agreement will apply to any amendments to Schedule A. 2.3. Standard of Care. To the extent any property, such as camera or computer equipment, is loaned by the NSAC to the City, the City will exhibit a standard of care consistent with Minnesota law. 2.4. City Assistance. Depending on the nature of the Services, the NSAC may from time to time require access to public and private lands or property. To the extent the City is legally and reasonably able, the City will provide access to and make provisions to enable the NSAC or its agents or employees to enter upon public and private land and property as required for the NSAC to perform the Services.