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

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installment of the Consulting Fee previously paid for the contract period during which such termination occurs based upon the number of days remaining in such contract period. C. B_y the Consultant At-Will. The Consultant may terminate this Agreement at any time for any or no reason upon delivery of 30 days' prior written notice to the Client. Within 30 days of such termination of this Agreement,the Consultant will refund a pro rata portion of the installment of the Consulting Fee previously paid for the period during which such termination occurs based upon the number of days remaining in such period. D. Bv the Consultant Uqon the Client's Default. The Consultant may notify the Client within 90 days of the day that the Consultant knows or should have known that the Client breached this Agreement. The Client will have 30 days following receipt of such notice to cure any alleged breach. If the Client fails to cure any alleged breach within that 30-day period,then the Consultant may terminate this Agreement. Any portion of the Consulting Fee paid prior to such termination of this Agreement is earned when paid and nonrefundable. 7. NOTICES. Any notice or communication in connection with this Agreement will be in writing and either delivered personally, sent by certified or registered mail, postage prepaid, delivered by a recognized overnight courier service,or transmitted via facsimile or other electronic transmission, addressed as follows: Client: Jon Kindseth 1 Gary K. Anderson Plaza Decatur, IL 62523-1196 Email:jkindseth cr,decaturil. o�v Phone: (217)450-2323 Attention: Jon Kindseth, Deputy City Manager Consultant: Retail Strategies, LLC 2200 Magnolia Ave. South, Suite 100 Birmingham, AL 35205 Email: sleara(�a,retailstrate�ies.com Fax: (205) 313-3677 Attention: Stephen P. Leara, Esq—EVP � General Counsel or to such other address as may be furnished in writing by either party in the preceding manner. Notice shall be deemed to have been properly given for all purposes: (i) if sent by a nationally recognized overnight carrier for next business day delivery, on the first business day following deposit of such notice with such carrier, (ii) if personally delivered, on the actual date of delivery, (iii) if sent by certified U.S. Mail, return receipt requested postage prepaid, on the third business day following the date of mailing, or (iv) if sent by facsimile or email of a PDF document (with confirmation of transmission), then on the actual date of delivery if sent prior to 5 p.m. Central Time, and on the next business day if sent after such time. 8. INDEPENDENT CONTRACTOR. The Consultant, in its capacity as a professional consultant to the Client, is and will be at all times an independent contractor. The Consultant does not have the express, implied or apparent authority either (A) to act as the Client's agent or legal representative or(B)to legally bind the Client, its officers, agents or employees.