11-10-08 Special Called Meeting of the La Porte Development Corporation Board of Directors

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Knudson # 0080990 081125 PROFESSIONAL SERVICES AGREEMENT This Professional Services Agreement (Agreement) is made this Pi' day of December, 2008, between Knudson, LP, a Texas Limited Partnership (Knudson) and the La Porte Development Corporation (Client). In consideration of the mutual promises set forth herein, the parties agree as follows: SCOPE OF SERVICES / SCHEDULES AND DELIVERABLES Knudson will provide professional consulting services for the (Project), more fully described in the Scope of Services, Schedule and Deliverables attached hereto and made a part of this Agreement (Attachment A). GENERAL TERMS AND CONDITIONS BILLING AND PAYMENT Knudson will invoice monthly in accordance with the A TT ACHMENT B-1 - HOURL Y RATE BASIS OF COMPENSATION. The Client hereby agrees to pay upon receipt of such invoice. A service charge of one and a half (1 12) percent per month will be charged on all balances remaining unpaid beyond thirty (30) days following receipt of invoice. In the event any portion of an invoice remains unpaid forty five (45) days after the invoice date, the Client agrees to pay the entire unpaid amount plus any and all actual and reasonable costs incurred to collect the outstanding balance, including collection costs and attorney fees. Knudson may stop all work (Stop Work Order) if the Client fails to pay invoices within forty five (45) days after Client's receipt of invoice. In order for Knudson to proceed with any further service or release any work product, Client will need to pay the entire balance on the Project in order to lift the Stop Work Order. It will also be necessary for Client to pay Knudson an additional fee for costs incurred by Knudson in mobilizing to complete the work. ADDITIONAL SERVICES Knudson will initiate regulatory reviews at the 60% and 90% stages of the Construction Documents Phase. Knudson will use best efforts to assist the Client to obtain approvals from regulatory authorities and necessary permits; however, Knudson does not guarantee or warrant approval by regulatory authorities or that all permits will be approved. Should changes be required to the Construction Documents after acceptance by the City in order to obtain the approvals or permits, this will be considered additional services and Knudson will be reimbursed by the Client for additional time or services required in connection therewith. After acceptance of the 60% Construction Documents, if the Client make changes to the Project Scope or Schedule resulting in additional work required of Knudson, these changes will be considered additional services for which Knudson will be reimbursed by the Client. TERMINATION This Agreement may be terminated at any time by Knudson or Client should the other party fail to perform any material obligations hereunder, or by the Client for its convenience, by giving thirty (30) days written notice of such termination by registered or certified mail or 10f7