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CONSULTING AGREEMENT <br /> <br />THIS CONSULTING AGREEMENT ( the "Agreement") effective as of <br />the _day of _,2005, is made and entered into by and between The City <br />of Ramsey, Minnesota, USA ("City") and HSP & Associate ("Consultant"). <br /> <br />RECITALS: <br /> A. The Consultant has been engaged in and experience in assisting such cities as <br /> The City of Ramsey. <br /> B. The City desires to engage the Consultant in the planning and launch of its <br /> ventures; to clearly set forth the relationship between the parties. <br /> <br />AGREEMENT: <br />NOW, THEREFORE, in consideration of the foregoing recitals, which are incorporated <br />as a part of this Agreement, and of mutual covenants contained herein, and the mutual <br />benefits to be derived hereunder, the parties agree as follows: <br /> <br />Engagement: The City herby engages Consultant to perform those duties <br />generally described in this Agreement, and Consultant herby accepts and <br />agrees to such engagement on the terms and conditions hereinafter set forth. <br /> <br />Services: Consultant shall provide consulting and advisory services to the <br />City in connection with locating a suitable Chinese anchor store for its city <br />center. <br /> <br />3. Term. The Term of this Agreement shall be for a period of as of the date <br /> hereof and extending to:2008 <br /> <br />Compensation. For all services rendered by the Consultant during the term <br />hereof, the Company shall pay to Consultant: Annual retainer of $5,000.00 <br />and an hourly rate of $150.00 per hour, plus expenses. <br /> <br />Expenses. The City of Ramsey shall bear the cost of all expenses reasonably <br />incurred by the Consultant in performing his services under this Agreement; <br />provided, that the Consultant shall obtain the City of Ramsey's prior written <br />approval of any expenses in excess orS100. Consultant agrees to submit such <br />documentation as may be necessary to substantiate the deductibility of the <br />foregoing expense for income tax purposes which are permitted under the <br />Internal Revenue Code. Consultant agrees to keep such records as are <br />required under the Internal Revenue Code and the Regulations there under to <br />enable substantiation of each of the said expenditures or reimbursements. <br /> <br />6. Non-Solicitation. During the period that Consultant is engaged by the City, <br /> and for additional period of two years after termination or expiration of such <br /> <br /> <br />