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Standard Agreement for Professional Services This Agreement ("Agreement") is made on the 9th day of January, 2017, between the Roseville Economic Development Authority, a public body corporate and politic and political subdivision of the state of Minnesota (hereinafter "REDA"), and Kennedy & Graven, Chartered, a professional association organized and existing under the laws of the State of Minnesota (hereinafter "Consultant"). Preliminary Statement REDA desires to hire the Consultant to render certain legal, technical, and/or professional assistance in connection with REDA's undertakings. The purpose of this Agreement is to set forth the terms and conditions for the performance of professional services by the Consultant. REDA and Consultant agree as follows: Scope of Work Proposa� The Consultant agrees to provide the professional services shown in Exhibit "A" attached hereto ("Work") in consideration for the compensation set forth in Provision 3 below. The terms of this Agreement shall take precedence over and supersede any provisions and/or conditions in any proposal submitted by the Consultant. 2. Term. The term of this Agreement shall be effective upon the approval of the REDA Board of Commissioners and execution by the President and Executive Director, the date of signature by the parties notwithstanding, and continue through the earlier of December 31, 2017, or the date of termination by either party upon 30-day written notice thereof as provided in paragraph 7 hereof. 3. Compensation for Services. REDA agrees to pay the Consultant the compensation described in Exhibit B attached hereto for the Wark. Fees shall be paid within 30 days following receipt of a monthly invoice for services performed on an as-needed basis. Consultant will also charge for reasonable out-of-pocket expenses such as reproductions, delivery services, long-distance telephone charges, and similar, subject to the following: A. Any changes in the Work which may result in an increase to the compensation due the Consultant shall require prior written approval of REDA. REDA will not pay additional compensation for Work that does not have such prior written approval. B. Third party independent contractors and/or subcontractors may be retained by the Consultant when required by the complex or specialized nature of the Work, but only when authorized in writing by REDA. The Consultant shall be responsible for and shall pay all costs and expenses payable to such third party contractors unless otherwise ageed to by the parties in writing.