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6a. Attachment 1 2 3 Standard Agreement for Professional Services 4 5 6 7This Agreement (“Agreement”) is made on the 9th day of January, 2017, between the 8Roseville Economic Development Authority, a public body corporate and politic and political 9subdivision of the state of Minnesota (hereinafter “REDA”), and Kennedy & Graven, Chartered, 10a professional association organized and existing under the laws of the State of Minnesota 11(hereinafter “Consultant”). 12 Preliminary Statement 13 14 15REDA desires to hire the Consultant to render certain legal, technical, and/or professional 16assistance in connection with REDA’s undertakings. The purpose of this Agreement is to set 17forth the terms and conditions for the performance of professional services by the Consultant. 18 19REDA and Consultant agree as follows: 20 Scope of Work Proposal. 211. The Consultant agrees to provide the professional services 22shown in Exhibit “A” attached hereto (“Work”) in consideration for the compensation set 23forth in Provision 3 below. The terms of this Agreement shall take precedence over and 24supersede any provisions and/or conditions in any proposal submitted by the Consultant. 25 Term. 262.The term of this Agreement shall be effective upon the approval of the REDA 27Board of Commissioners and execution by the President and Executive Director,the date 28of signature by the parties notwithstanding, and continue through the earlier ofDecember 2931, 2017, or the date of termination by either party upon 30-day written notice thereof as 30provided in paragraph 7 hereof. 31 Compensation for Services. 323.REDAagrees to pay the Consultant the compensation 33described in Exhibit B attached hereto for the Work. Fees shall be paid within 30 days 34following receipt of a monthly invoice for services performed on an as-needed basis. 35Consultant will also charge for reasonable out-of-pocket expenses such as reproductions, 36delivery services, long-distance telephone charges, and similar, subject to the following: 37 38A.Any changes in the Workwhich may result in an increase to the compensation due 39the Consultant shall require prior written approval of REDA.REDAwill not pay 40additional compensation for Work that does not have such prior written approval. 41 42B.Third party independent contractors and/or subcontractors may be retained by the 43Consultant when required by the complex or specialized nature of the Work, but only 44when authorized in writing by REDA. The Consultant shall be responsible for and 45shall pay all costs and expenses payable to such third party contractors unless 46otherwise agreed to by the parties in writing. 1