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<br />SHEILA FRYE & ASSOCIATES <br />Housing Consultants <br />2208 Blodgett 8t. <br />Houston, Texas 77004 <br /> <br />CONSUL TING AGREEMENT <br /> <br />THIS CONSULTING AGREEMENT ("Agreement") is entered into and by City of LaPorte and <br />SHEILAFRYEASSOCIA TES ("SF A"). <br /> <br />NOW, THERFORE, together the parties hereto agree as follows: <br /> <br />1. Provision of Services. <br />Subject to the terms of this Agreement, City of LaPorte herby engages SF A to perform the services <br />("Services") set forth in Exhibit A attached hereto. SFA may, at SFA's discretion and at SFA's own <br />expense, use employees or consultants to perform the Services under Agreement. <br /> <br />2. Term of Engagement. <br />This Agreement shall be effective for ten months (10) as of February 14,2008 (the "Effective <br />Date") and shall automatically terminate (the "Termination Date") on December 14,2008. <br /> <br />3. Termination. <br />a. If for any reason SFA is unable to provide the Services, City of LaPorte may, at its option, <br />terminate this Agreement by delivering thirty (30) days written notice in advance of the termination <br />date. <br /> <br />b. City of LaPorte and SF A each have the right to terminate this Agreement for any reason upon <br />thirty (30) days written notice to the other party. <br /> <br />c. This Agreement terminates automatically upon the occurrence of any of the following events: (i) <br />Bankruptcy or insolvency of either party; or (ii) sale of the business. <br /> <br />d. If this agreement is terminated by either party for any reason, City of LaPorte shall have no <br />further obligation to make any payments, except for appropriate fees and expenses incurred by <br />Consultant pursuant to Section 4 but unpaid prior the date of termination. <br /> <br />4. Compensation. <br />a. The compensation for the Services to be performed hereunder is $12500.00. <br />b. SF A will maintain complete books and records with reasonable detail of revenues and <br />expenditures for inspection at reasonable times if deemed necessary by City of LaPorte <br /> <br />5. Expenses. <br />SF A will incur all reasonable out-of-pocket expenses while performing the Services for the City of <br />LaPorte. <br /> <br />