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

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30 days after the Clients receive Contractor's detailed invoice therefor. .In the event of a disputed or contested invoice, the Clients may withhold any such disputed or contested amount without penalty. III. Administrative Policies and Procedures The Contractor shall conduct the administrative activities of the Clients in accordance with the instructions and guidance of the Clients. IV. Accounts, Records, Accounting Reports and Audits The Contractor shall maintain the books of records and accounts of the Clients in order to establish the amount due by the Clients to the Contractor in accordance with this Agreement. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. The Contractor shall provide free access to the Clients and allow for inspection and audit of all work, data, documents, proceedings, and activities related to this Agreement. Such right of access and audit shall continue for a period three (3) years from the date of termination of this Agreement. V. Compliance With Applicable Laws Concerning Redevelopment Authorities Local Government Corporations, Tax Increment Reinvestment Zones and Public Improvement Districts The Contractor, in performance of its duties under this Agreement for the Clients, will comply of with all applicable provisions of Texas law and municipal ordinances concerning redevelopment authorities, local government corporations, tax increment reinvestment zones and public improvement districts under which these entities are created. VI. Right of Ownership All data, information, maps, books, reports, files, photography, artwork, software, equipment, and materials purchased, created or maintained by the Clients or purchased, created or maintained by the Contractor on behalf of the Clients shall remain the property of the Clients. It shall be clearly marked as property of the Clients in such manner that it may at any time be removed from the premises of the Contractor. V11. Laws to be Observed In performing its obligations under this Agreement, the Contractor at all times shall observe and comply with all federal and state laws, local laws, ordinances, orders, and regulations of the federal, state, county, or city governments. The federal, state, and local laws, ordinances, and regulations which affect those engaged or employed in the work, or the equipment used in the work, or which in any way affects the conduct of the work, shall be at all times in effect, and no pleas of misunderstanding will be considered on account of ignorance thereof. 7