Agreement to Provide Professional Consulting Services

THIS AGREEMENT is entered into by and between Dossett Consulting, LLC., (hereinafter "Consultant"), and Delaware County, Indiana (hereinafter "Client"). The parties hereto, in consideration of mutual promises and covenants, agree as follows:

(1)

Scope of Services. Consultant shall perform in a professional manner the services as detailed in Exhibit A.

(2)

Term. This Agreement shall commence on 1 day of June, 2026 ("effective date") and be in full force and effect for the term as stated in Exhibit B.

(3)

Compensation. Client shall pay Consultant a fee for services rendered as set forth in Exhibit B, incorporated herein by reference as if fully set forth as part of this Agreement.

(4)

Termination. Client or Consultant may terminate this Agreement for any reason upon thirty (30) days prior written notice to Consultant or Client. Client shall reimburse Consultant for all reasonable costs incurred by Consultant due to such early termination.

Upon termination for whatever reason and regardless of the nature of the default (if any), Client agrees to pay Consultant in full for all goods and/or services provided to, and accepted by, Client under this Agreement, or any amendment thereto, as of the effective date of the Agreement. In no event shall the making of any payment to Consultant constitute or be construed as a waiver by Client or shall in no way impair or prejudice any right or remedy available to Client.

(5)

Services and Materials to be Furnished by Client. Consultant shall provide guidance to Client in determining the data required. The Client acknowledges and agrees that Consultant shall be entitled to rely upon the accuracy and completeness of the data it provided by the Client to perform the Services. Client shall provide all such data in a timely manner sufficient to allow Consultant to provide the Services. Consultant shall have no liability to Client whatsoever if Client provides incomplete or inaccurate data or provides data in an untimely manner.

(6)

Records and Inspections. Consultant shall maintain full and accurate records with respect to all matters covered under this Agreement for three (3) years after the completion of the Services. During such period, Client shall have the right to examine and audit the records and to make transcripts therefrom. Client shall provide thirty (30) days written notice of its intent to inspect or audit any such records and shall conduct such inspection or audit only during Consultant's normal business hours. Any Client's employee, consultant, subcontractor or agent who may have access to such records shall execute a non-disclosure agreement prior to being granted such access.