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<br />CONSULTANT AGREEMENT
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<br />038 - la030 ---506 J60Cf
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<br />DATE: 9;{11o 7
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<br />Consultivo LLP
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<br />This agreement is entered into by City of La Porte hereinafter referred to as "The City," and
<br />Consultivo LLP, hereinafter referred to as the "CONSULTANT." Acting as a legally registered
<br />company and as a HUB certified company in the State of Texas, the CONSULTANT is performing
<br />services as an independent contractor, and this agreement does not create a partnership, joint
<br />enterprise, or employment relationship between the parties.
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<br />The City wishes to obtain the CONSULTANTs services and the CONSULTANT is willing to
<br />perform them personally in accordance with the following terms and conditions:
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<br />1. Services: Scope of CONSULTANT's Services shall be to facilitate a solicitation for
<br />developer interest for an hotel development for The City based on the attached Scope of
<br />Service; Exhibit A dated August 27, 2007.
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<br />2. Period of Performance: The period in which the CONSULTANT's services will be
<br />performed shall commence upon date of execution and shall terminate upon completion of
<br />the services (see scope), whichever comes first, unless terminated in accordance with
<br />Paragraph 11.
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<br />Consideration: City shall pay the CONSUL TANT.according to the followingCanticipated
<br />Scope of Service, see Exhibit A, a fee of $ 9,875,00 for the dellverables in Section A.
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<br />3. Expenses: The fee and costs referenced in paragraph 2 is all inclusive and includes any
<br />normal expenses incurred by the CONSULTANT, as described in Exhibit A, Section A.
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<br />.4. Payment Schedule: . City shall pay the CONSULTANT after acceptance of the
<br />CONSULTANTs services and receipt from the CONSULTANT of a signed invoice, including
<br />any receipts, invoices, and other substantiation as City may reasonably require, unless
<br />otherwise stipulated and agreed upon by City. Such invoice shall specify the period for which
<br />compensation is claimed. City shall be entitled to withhold payment for services which are
<br />unacceptable, as determined by City, until such services are made acceptable by the
<br />CONSULTANT and are accepted by City.
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<br />5. Taxes. Benefits and Insurance: As an independent contractor performing services for City,
<br />the CONSULTANT understands and agrees that it is solely responsible for his State and
<br />Federal taxes and for the payment of certain other payroll related expenses. _
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<br />The CONSULTANT authorizes City not to withhold from its wages any amount for Federal
<br />Insurance Contributions Act (FICA) and for Federal and State income taxes.
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<br />The CONSULTANT understands that it is not covered by any benefit plans maintained by
<br />City.
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<br />6. Trade Secrets: The CONSULTANT shall not, during the term of this agreement or at any
<br />time thereafter, divulge, use, furnish, disclose, or make accessible to anyone other than City,
<br />or its employees, officers or directors, or other than in the City's usual course of business,
<br />any knowledge or information with respect to (i) confidential or secret processes, plans,
<br />formulae, programs or material relating to the business, services, or activities of the City, its
<br />affiliates, or subsidiaries, (ii) any confidential or secret development or other original work of
<br />the City, its affiliates, or subsidiaries, (iii) any other confidential or secret aspect of the
<br />business, products, services, or activities of the City, its affiliates, or subsidiaries.
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<br />7. Indemnification: CONSULTANTs services shall be performed with the usual thoroughness
<br />and competence of the consulting profession, in accordance with the standard for
<br />professional services at the time such services are rendered. No other warranty or
<br />representation, either expressed or implied, is included or intended hereunder.
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