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CITY OF ROSEVILLE PROFESSIONAL SERVICES AGREEMENT This Professional Services Agreement (“Agreement”) is made on the ______ day of _____________, 2024, between the City of Roseville, a Minnesota municipal corporation (the “City”), and Advanced Engineering and Environmental Services, LLC (AE2S), a limited liability company (the “Contractor”), each a “Party” and together the “Parties”. 1.Scope of Work. The Contractor agrees to provide the professional services described in Exhibit A(“Work”) which is attached to this Agreement and incorporated by this reference. All Work provided by Contractor under this Agreement shall be provided in a manner consistent with the level of care and skill ordinarily exercised by professional consultants currently providing similar services. 2.Term and Termination. The term of this Agreement will commence on March 18, 2024. Unless extended by written agreement of the Parties, this Agreement will terminate no later than December 31, 2026, or upon completion of the Work, whichever occurs first. This Agreement may be terminated earlier by the City with or without cause, by delivering a written notice at least thirty (30)days prior to the date of such termination to Contractor. The date of termination shall be stated in the notice. Upon termination, the Contractor shall be paid for services rendered and eligible reimbursable expenses incurred by the Contractor through and until the date of termination. If the City terminates this Agreement for cause, the notice shall so-state, and no further payment shall be due to the Contractor following the delivery of the termination notice. 3.Compensation for Work. The City agrees to compensate the Contractor in accordance with Exhibit B attached hereto for the Work. Any changes in the Work which may result in an increase to the compensation due the Contractor shall require prior written approval by the City. 4.Method of Payment. Following the conclusion of each calendar month, Contractor must submit an itemized invoice detailing actual hours worked and actual expenses incurred for Work performed under this Agreement during the previous month. Invoices submitted shall be paid in the same manner as other claims made to the City. Invoices shall contain the following: a.For compensation based on hours worked by various individuals, for each individual, their name, job title, the number of hours worked, rate of pay and description of the Work performed. For reimbursable expenses, an itemized listing including, as applicable, receipts for such expenses. b.Upon request of the City, Contractor must also provide the City’s project number, a progress summary showing the original (or amended) amount of the Agreement, the current billing, past payments, and the unexpended balance due under the Agreement. 5.Representatives and Notices: The below-named individuals will act as the representatives of the Parties with respect to the work to be performed under this Agreement. Any termination 1 RS160\\1\\939228.v1 RS160\\1\\939228.v1 Qbhf!91!pg!241