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

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9. STANDARD TERMS. A. Affiliated Services: The Client acknowledges that certain affiliates of the Consultant provide real estate brokerage and management services for which they are paid brokerage, development, leasing, management and similar fees. In connection with the Services and with the prior written permission of the Client, such affiliates may be engaged to provide such services in consideration for the payment of such fees. B. Aqplicable Laws: The Consultant will abide by all laws, rules and regulations applicable to the provision of the Services. C. Insurance: The Consultant will carry all employee insurance necessary to comply with applicable state and federal laws. D. Third Partv Beneficiaries: This Agreement is for the sole benefit of the parties to this Agreement and their permitted successors and assigns. Nothing in this Agreement, whether express or implied, is intended to or will confer upon any other person or entity any legal or equitable right,benefit or remedy of any nature whatsoever under or by reason of this Agreement. E. Publici : The Client agrees that the Consultant may, from time-to-time, use the Client's name, logo and other identifying information on the Consultant's website and in marketing and sales materials. F. Entire Agreement: This Agreement, together with any exhibits or amendments hereto, constitutes the entire agreement of the parties, as a complete and final integration thereof with respect to its subject matter. Any prior written or oral understandings and agreements between the parties are merged into this Agreement, which alone fully and completely expresses their understanding. No representation,warranty,or covenant made by any party which is not contained in this Agreement or expressly referred to herein has been relied on by any party in entering into this Agreement. G. Further Assurances: Each party hereby agrees to perform any further acts and to execute and deliver any documents which may be reasonably necessary to carry out the provisions of this Agreement. H. Force Maieure: Neither party to this Agreement will hold the other party responsible for damages or delay in performance caused by acts of God, strikes, lockouts or other circumstances beyond the reasonable control of the other or the other party's employees, agents or contractors. I. Limitation on Liabilitv; Sole Remedv: Each party's liability to the other party arising out of or related to this Agreement or the Services will not exceed the amount of the Consulting Fee. The Client's sole remedy in the event of any alleged breach of this Agreement by the Consultant will be the notice,cure and refund provisions of Section 6(B) of this Agreement.