R2019-183 Resolution Authorizing an Agreement between the City of Decatur and Retail Strategies, LLC

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2. TERM. The Consultant's engagement and provision of Services will commence upon the Execution Date as set forth above. The Consultant's engagement and this Agreement will terminate automatically on the third anniversary of the Execution Date (the "Term") unless earlier terminated as provided in Section 6 below. At the end of the Term, the Client, acting by and through the Client Representative, may extend the Term at its option for successive one year periods on such terms and conditions as the Client Representative, acting for and on behalf of the Client, and the Consultant may agree upon in writing. 3. CONSULTING FEE. A. Consulting Fee. In consideration for providing the Services, the Client agrees to pay the Consultant a consulting fee (the "Consulting Fee") in an amount equal to $125,000. The Consulting Fee will be paid in installments of immediately available funds as follows: Contract Period Pa ment Date Pa ment Amount Year One Due on or before January 10, $45,000 2020 On or before the 1 st Year Two anniversary of the Effective $40,000 Date On or before the 2°a Year Three anniversary of the Effective $40,000 Date B. Pavment Default. If the Client fails to pay any portion of the Consulting Fee on the requisite payment date, the Consultant will immediately cease all Services, including but not limited to: (1) negotiation of incentive agreements; (2) all recruiting and marketing efforts; (3)representation of the Client at trade shows; (4)booking meetings for the Client with prospective retailers; and (5) including the Client in marketing materials. C. Web Platform Service Fees. Consultant will update demographic information annually during the Term of this Agreement. Modifications, corrections, and/or additions to the Client's Web Platform (As described in Section 4 Below) within the first sixty (60) days of delivery to Client are included within the Consulting Fee as set forth above. Should the Client request Web Platform changes, modifications, or corrections after the designated sixty(60)day Consultant will bill an hourly rate not to exceed One Hundred and no Dollars ($100) per hour for time spent ("Web Platform Service Fee"). Request for Web Platform service must be made to the Consultant in writing. Consultant will use good faith effort to complete such requests within ten(10)days of receiving written request from client.Upon completion of preforming Web Platform service, the Consultant shall submit invoices to the Client supported by information in such detail as may be required by the Client and shall be sufficient to substantiate that the Consultant has performed the services. 4. CLIENT INFORMATION AND ACCESS. A. To the extent permitted by law, the Client will provide the Consultant with access to relevant personnel, facilities, records, reports and other information (including any information specified in the Consultant's proposal to the Client) accessible by the Client that the Consultant may reasonably request from time-to-time during the Term. The Client