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<br />I <br /> <br />I <br /> <br />I <br /> <br />Mr Dan O'Leary <br />January 21,2005 <br />Page 2 <br /> <br />Economic Development: Winstead shall aSSIst the CIty of San Marcos WIth the <br />recruItment of sIgmficant commercIal and mdustnal busIness opportumtIes. Winstead wIll adVIse <br />and aSSIst the CIty WIth the development of appropnate IncentIve packages for prospectIve <br />busInesses as well as aSSIst WIth leveragIng the Governors office, Texas EconomIc Development <br />CommISSIOn and the Texas Department of TransportatIon for aSSIstance In the recruItment and <br />constructIOn efforts of the prospectIve busInesses. <br /> <br />TERMS OF ENGAGEMENT <br /> <br />The terms of thIS engagement shall commence on February 1, 2005 and termmate on <br />September 30, 2005 <br /> <br />REMUNERATION <br /> <br />Fees for the aforementIoned scope of work shall be $10,000 per month payable In the <br />form of a monthly retaIner billed on the first day of each month. In addItIon to the monthly <br />retamer WInstead shall be reImbursed for any reasonable, ordInary and necessary out-of-pocket <br />expenses actually Incurred In the performance of servIces rendered under thIS agreement, <br />proVIded that such expenses are clearly documented In accordance WIth the CIty of San Marcos <br />polICIes. <br /> <br />Additional fees. In the case of successfully recruItIng a SIgnIficant bUSIness opportumty <br />to the CIty of San Marcos the CIty WIshes to engage Winstead In the draftIng of legal documents <br />pertaInIng to the IncentIve packages and/or terms of any legal contracts, addItIonal fees wIll be <br />negotIated at the hourly rate of the WInstead law firm. The contract for these addItIonal servIces <br />wIll be negotIated separately outSIde the scope of work outlIned In thIS contract WIth The <br />Winstead ConsultIng Group <br /> <br />ThIS agreement may be termInated at any tIme by eIther party upon at least thIrty (30) <br />days pnor wntten notIce to the other party Should thIS agreement be termInated, payment of any <br />fee for servIces rendered or expenses Incurred would be paId as owed. <br /> <br />Winstead agrees to preserve as confidentIal all InfOrmatIOn related to the busmess and <br />actIVItIes of the CIty of San Marcos, ItS SubsIdIanes and affilIates, then clIents, supplIers and <br />other entItIes WIth whom they do bUSIness unless authonzed for release by the CIty of San <br />Marcos. <br /> <br />We are very pleased to have the opportumty to work WIth and to prOVIde our servIces to <br />the CIty of San Marcos. <br />