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Attachment A 1 2 3 Standard Agreement for Professional Services 4 5 6 st 7This Agreement (“Agreement”) is made on the 1day of July, 2017, between the 8Roseville Economic Development Authority, a public body corporate and politic and political 9subdivision of the state of Minnesota (hereinafter “REDA”), and Center for Energy and 10Environment, a Minnesota Nonprofit (hereinafter “Consultant”). 11 Preliminary Statement 12 13 14REDA desires to hire the Consultant to render certain legal, technical, and/or professional 15assistance in connectionwith REDA’s undertakings. The purpose of this Agreement is to set 16forth the terms and conditions for the performance of professional services by the Consultant. 17 18REDA and Consultant agree as follows: 19 Scope of Work Proposal. 201. The Consultant agrees to provide the professional services 21shown in Exhibit “A” attached hereto (“Work”) in consideration for the compensation set 22forth in Provision 3 below. The terms of this Agreement shall take precedence over and 23supersede any provisions and/or conditions in any proposal submitted by the Consultant. 24 Term. 252.The term of this Agreement shall be effective upon the approval of the REDA 26Board of Commissioners and execution by the President and Executive Director,the date 27of signature by the parties notwithstanding, and continue through the earlier ofDecember 2831, 2017, or the date of termination by either party upon 30-day written notice thereof as 29provided in paragraph 7 hereof. 30 Compensation for Services. 313.REDAagrees to pay the Consultant the compensation 32described in Exhibit B attached hereto for the Work. Fees shall be paid within 30 days 33following receipt of a monthly invoice for services performed on an as-needed basis. 34Consultant will also charge for reasonable out-of-pocket expenses such as reproductions, 35delivery services, long-distance telephone charges, and similar, subject to the following: 36 37A.Any changes in the Workwhich may result in an increase to the compensation due 38the Consultant shall require prior written approval of REDA.REDAwill not pay 39additional compensation for Work that does not have such prior written approval. 40 41B.Third party independent contractors and/or subcontractors may be retained by the 42Consultant when required by the complex or specialized nature of the Work, but only 43when authorized in writing by REDA. The Consultant shall be responsible for and 44shall pay all costs and expenses payable to such third party contractors unless 45otherwise agreed to by the parties in writing. 46 1