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Attachment 3 1 CITY OF ROSEVILLE 2 PROFESSIONAL SERVICES AGREEMENT 3 th 4 This Professional Services Agreement (“Agreement”) is made on the 8day of January, 2024, 5 between the City of Roseville, a Minnesota municipal corporation (the “City”), and Rapp 6 Strategies (the “Contractor”, each a “Party” and together the “Parties”). 7 8 1.Scope of Work. The Contractor agrees to provide the professional services described in 9 Exhibit A (“Work”) which is attached to this Agreement and incorporated by this reference. All 10 Work provided by Contractor under this Agreement shall be provided in a manner consistent with 11 the level of care and skill ordinarily exercised by professional consultants currently providing 12 similar services. 13 14 2.Term and Termination. The term of this Agreement will commence upon approval of 15 the contract by the Roseville City Council. Unless extended by written agreement of the Parties, 16 this Agreement will terminate no later than November 30, 2024, or upon completion of the Work, 17 whichever occurs first. This Agreement may be terminated earlier by either Party with or without 18 cause, by delivering, a written notice at least thirty (30) days prior to the date of such termination 19 to the other Party. The date of termination shall be stated in the notice. Upon termination the 20 Contractor shall be paid for services rendered and eligible reimbursable expenses incurred by the 21 Contractor through and until the date of termination. If the City terminates this Agreement for 22 cause, the notice shall so-state, and no further payment shall be due to the Contractor following 23 the delivery of the termination notice. 24 25 3.Compensation for Work. The City agrees to compensate Contractor the in accordance 26 with Exhibit B attached hereto for the Work. Any changes in the Work which may result in an 27 increase to the compensation due the Contractor shall require prior written approval of the City. 28 29 4.Method of Payment. Following the conclusion of each calendar month, Contractor must 30 submit an itemized invoice detailing actual hours worked and actual expenses incurred for Work 31 performed under this Agreement during the previous month. Invoices submitted shall be paid in 32 the same manner as other claims made to the City. Invoices shall contain the following: 33 34 a.For compensation based on hours worked by various individuals, for each 35 individual, their name, job title, the number of hours worked, rate of pay and description 36 of the Work performed. For reimbursable expenses an itemized listing including, as 37 applicable, receipts for such expenses. 38 39 b.Upon request of the City, Contractor must also provide the City’s project number, 40 a progress summary showing the original (or amended) amount of the Agreement, the 41 current billing, past payments, the unexpended balance due under the Agreement. 42 43 c.A statement dated and signed by the Contractor: “I declare under penalty of perjury 44 that this account, claim, or demand is just and correct and that no part of it has been paid.” 45 1 RS160\\1\\857119.v1-2/16/23 Qbhf!75!pg!413