08-24-09 agreement LPRDA, TIRZ, CLP, and Hawes Hill Calderon LLP

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AGREEMENT BY AND BETWEEN LA PORTE REDEVELOPMENT AUTHORITY, REINVESTMENT ZONE NUMBER ONE, CITY OF LA PORTE, AND HAWES HILL CALDERON LLP This agreement is made by and between La Porte Redevelopment Authority and Reinvestment Zone Number One, City of La Porte," (the "Clients") and Hawes Hill Calderon LLP (the "Contractor"). WITNESSETH: WHEREAS, the Clients desire that the Contractor provide certain professional and administrative services; WHEREAS, the Contractor has the employees, office operations, and knowledge to ably provide the professional and administrative services required by the Clients; NOW THEREFORE, for and in consideration of the premises and mutual covenants and agreements herein contained, it is agreed as follows: I. Engagement of Contractor The Clients hereby engage the Contractor, and the Contractor hereby agrees to provide, furnish, or perform certain professional and administrative services with respect to the Zone and Public Improvement District including the services described on Exhibit A, annexed hereto. Such services herein collectively referred to as the "Services." if. Compensation and Reimbursement to Contractor For and in consideration of the professional services to be performed by the Contractor specified in Exhibit "A," Scope of Professional Consulting and Management Services, of this Agreement, the Client agrees to pay the Contractor a fixed fee of TWO THOUSAND DOLLARS ($2,000.00) per month for project management services performed on behalf of the Clients and ONE THOUSAND FIVE HUNDRED DOLLARS ($1,500.00) per meeting of the Board of Directors of the La Porte Redevelopment Authority and Reinvestment Zone Number One, City of La Porte, and % of I % of the par amount of each bond series issued, if any, for services performed in connection with issuance of bonds. Reimbursable out-of-pocket expenses and other expenses and charges incurred by the Contractor in performing the Services under this Agreement shall be made on a monthly basis upon submission by the Contractor of invoices and other documentation setting forth such expenses and charges; provided, however, all expenses and charges proposed to be incurred by the Contractor for the performance of the Services shall be subject to the Clients' prior written approval. The Schedule of Maximum Charges and Rates of Hawes Hill Calderon LLP for the performance of the Services by the Contractor under this Agreement as set forth on Exhibit "B" attached hereto for reference are hereby approved by the Clients. The Clients expressly disclaim any liability for reimbursement to the Contractor of any amounts in excess of those approved in writing by the Client. Contractor shall tender to the Clients a detailed invoice of the services performed and the allowable reimbursable expenses incurred to the Clients each month during the term of this Agreement. Payments on account of services rendered and for reimbursable expenses incurred shall be made within