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Attachment 1 precedence: (1) the Descriptions of Services in Exhibit A; (2) this Professional Services Agreement document; (3) Tubman’s proposal. 2. Services. Tubman agrees to provide the City the services as described in the attached Exhibit A (collectively, the “Services”) in accordance with the terms and conditions of this Agreement. Tubman shall provide the Services in a manner consistent with industry standards for similar Services and in accordance with the standards, requirements, and timelines set out in Exhibit A. 3. Compensation. City shall compensate Tubman for the Services as provided in Exhibit A. Unless expressly provided otherwise in Exhibit A, the total amount or rate of compensation is the amount that Tubman incurs to cover staff time to provide the Services. a. The total amount to be paid by the City pursuant to the Services in this contract shall not exceed $20,000 annually (“City Costs”). City shall not be responsible for paying any amounts for the completion of the Services other than those expressly provided for in Exhibit A. The amount will be revisited annually to adjust for the average number of Services provided. th b. Amounts payable by the City shall be paid to Tubman on or before January 30of each year, or at a date mutually agreed upon by both parties, to cover the City’s share for that year. The payment for the period between January 1, 2025 and December 31, 2025 shall be made by the City within 30 days of execution of this Agreement. c. The City Costs for the period between January 1, 2025 and December 31, 2025 shall not exceed $20,000. 4. Notices. Any notices provided under this Agreement shall be to Tubman and Contract Manager as identified above. 5. Term. This Agreement shall commence on January 1, 2025 and shall terminate on December 31, 2025, unless it is terminated earlier as provided herein orthe parties agree in writing to an extension of this Agreement. 6. Deliverables. If Tubman is required to produce specific deliverables to Cityas part of the Services to be provided under this Agreement, such deliverables shall be identified in Exhibit A of the Agreement. 7. Termination. Either party may terminate this Agreement for any reason upon thirty (30) days written notice. If Consultant is in default and fails to cure the default within the period provided in the written notice of default as provided in this Agreement, City has the right to terminate this Agreement immediately upon written notice of termination. Tubman may retain the City Cost used for Services provided prior to the effective date of termination but shall return the proportionate share of the City Costs remaining from the effective date of termination until the end of the year within 30 days of the effective date of termination. The following provisions of this Agreement shall survive expiration, termination, or cancellation of this Agreement: Indemnification; Insurance; Applicable Law; Audit; and Data Practices. DOCSOPEN\\MU210\\35\\885030.v2-7/20/23 Qbhf!96!pg!264