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Attachment 1 CITY OF ROSEVILLE PROFESSIONAL SERVICES AGREEMENT This Professional Services Agreement (“Agreement”) is made on the ______ day of 20___, between the City of Roseville, a Minnesota municipal corporation (the “City”), and INspiring SIGHT, (the “Contractor”). 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 \[August 20, 2024. Unless extended by written agreement of the Parties, this Agreement will terminate no later than January 31, 2025, 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. If, for any reason, these services are cancelled by either party, the City shall pay for any actual hours of service up to that date at a rate associated with the activity already performed. Rates vary from $100 per hour (synthesis, touch base meetings, report writing), $150 per hour (interviews, design), or $300 per hour (facilitation, focus group, coaching), depending on the activity already performed, plus all out-of-pocket expenses incurred if already approved by the City. Contractor has the right to withdraw from this engagement at their discretion if client fails to provide Contractor with key information requested in a timely manner, refuses to cooperate with reasonable requests, is engaging in unethical behavior, misrepresentation of facts, hostile or unsafe work environment or requesting the Contractor to engage in unethical behavior, misrepresent or cover up facts. City’s withdrawal will release Contractor from any obligation to complete the deliverables outlined in this contract and will constitute completion of the engagement. The City agrees to compensate Contractor for their time and out-of-pocket expenses through the date of clients’ withdrawal. 3.Compensation for Work. The City agrees to compensate Contractor the 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 of the City. 4.Method of Payment. The City agrees to compensate Contractor as follows: a.Phases I and II Research and Environmental Scanning Due upon contract signing - $6,975 b.Phase III Synthesis Due October 31, 2024 - $3,000 c.Phases IV and V Retreat Facilitation and Final Report Due December 31, 2024 - $18,900 d.Ala Carte items contained in Attachment A 1 RS160\\1\\857119.v2-3/10/23 Qbhf!:9!pg!417