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Professional Services Agreement City of Arden Hills—20.00419 4. ULTEIG'S COMPENSATION 4.01 Client shall compensate Ulteig for Services performed pursuant to this Agreement as set forth in the Statement of Work. 4.02 REIMBURSABLE EXPENSES.In addition to the compensation provided for in Paragraph 4.01,Client shall pay Ulteig for reasonable and necessary business expenses(the"Reimbursable Expenses")incurred by Ulteig and any of Ulteig's consultants (any"Consultant")as set forth in the Statement of Work.Client shall pay Ulteig for all sales tax or use tax for which Ulteig may become liable to pay or withhold with respect to the Services. 4.03 INVOICES. Invoices will be prepared in accordance with Ulteig's standard invoicing practices and be submitted to Client by Ulteig on a monthly basis.Invoices are due and payable upon receipt.If Client fails to make such payment within thirty (30)days after receipt,Ulteig will charge interest at the rate of 1.0%per month(or the maximum rate of interest permitted by law, if less)from the date the invoice was received.In addition,Ulteig may,after giving seven(7)days'written notice to Client,suspend Services under this Agreement until Ulteig has been paid in full all amounts due.Payments will be credited fast to interest and then to principal. 4.04 PAYMENTS UPON TERMINATION.In the event of any termination under Article 5,Ulteig will be entitled to invoice Client and Client will pay Ulteig for all Services performed and all Reimbursable Expenses incurred by Ulteig through the effective date of such termination. 4.05 RECORDS OF ULTEIG'S COSTS.Records of Ulteig's costs pertinent to Ulteig's compensation under this Agreement shall be kept in accordance with generally accepted accounting practices=Copies of such records will be made available to Client. 4.06 CHANGES IN LAWS OR REGULATIONS. In the event of changes in applicable laws or regulations after the Effective Date of the Agreement that impose taxes,fees,or costs on the Services or other costs in connection with the Services,the Project or compensation therefore,such new taxes,fees,or costs shall be invoiced to and paid by Client as a Reimbursable Expense. Should such taxes,fees,or costs be imposed,they shall be in addition to Ulteig's estimated total compensation. 5. TERMINATION 5.01 TERMINATION FOR CAUSE. This Agreement may be terminated for cause by either party upon seven(7)days' written notice in the event of substantial failure by the other Party to perform in accordance with the terms hereof through no fault of the terminating Party.However,this Agreement will not terminate as a result of such substantial failure if the Party receiving such notice begins,within seven(7)days of receipt of such notice,to correct its failure to perform and proceeds diligently to cure such failure within no more than thirty(30)days of receipt thereof(unless cure is impossible);provided,however,that if and to the extent such substantial failure cannot be reasonably cured within such thirty(30)day period,and if such party has diligently attempted to cure the same and thereafter continues diligently to cure the same,then the cure period provided for herein shall extend up to,but in no case more than,sixty(60)days after the date of receipt of the notice.Where Services have been so terminated by either Party,the termination will not affect any rights or remedies of either Party against the other then existing or which may thereafter accrue. 5.02 CLIENT'S TERMINATION FOR CONVENIENCE. This Agreement may be terminated for convenience by Client effective upon the receipt of written notice of termination by Ulteig. Ulteig shall have no liability to Client on account of a termination under this Paragraph 5.02. 5.03 TERMINATION BY ULTEIG.In addition to the rights set forth in Paragraph 5.01 above,Ulteig may terminate this Agreement immediately upon written notice if:(a)Ulteig believes that Client has requested Ulteig to furnish or perform Services contrary to Ulteig's responsibilities as a licensed professional;(b)Client files a voluntary petition seeking relief under the United States Bankruptcy Code or there is an involuntary bankruptcy petition filed against Client in the United States Bankruptcy Court; or(c)if Ulteig's services are delayed or suspended for more than sixty(60)days for reasons beyond Ulteig's control.Ulteig shall have no liability to Client on account of a termination under this Paragraph 5.03. 6. DOCUMENTATION 6.01 CLIENT USE OF ULTEIG DOCUMENTS. All data, reports, drawings, specifications, record drawings, work- product, and other deliverables (whether in printed or electronic format) provided by or furnished to Client by Ulteig (the "Documents") shall be the property of the Client Ulteig may make and retain copies of Documents for its purposes. Such Documents are not intended or represented to be suitable for reuse by Client or others on extensions of the Project or on any other project.Client's reuse or modification of any Document without written verification or adaptation by Ulteig will be at Client's sole risk and without liability or legal exposure to Ulteig,its officers,directors,employees,agents,or Consultants.Client shall indemnify and hold harmless Ulteig,its officers, directors,partners,employees, agents, and its Consultants(the"Ulteig Parties")from all Ulteig Professional Services Agreement Confidential Version: 12/15 Page 3 of 11