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

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J. Amendment in Writing: This Agreement may not be amended, modified, altered, changed, terminated, or waived in any respect whatsoever, except by a further agreement in writing,properly executed by a duly authorized officer of the Consultant and the Client Representative, acting for and on behalf of the Client. K. Binding Effect: This Agreement will bind the parties and their respective successors and assigns. If any provision in this Agreement will be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby. L. Captions: The captions of this Agreement are for convenience and reference only, are not a part of this Agreement and in no way define,describe, extend,or limit the scope or intent of this Agreement. M. Construction: This Agreement will be construed in its entirety according to its plain meaning and will not be construed against the party who provided or drafted it. N. Prohibition on Assignment: No party to this Agreement may assign its interests or obligations hereunder without the written consent of the other party obtained in advance of any such assignment. No such assignment will in any manner whatsoever relieve any party from its obligations and duties hereunder and such assigning party will in all respects remain liable hereunder irrespective of such assignment. O. Waiver: Non-enforcement of any provision of this Agreement by either pariy will not constitute a waiver of that provision, nor will it affect the enforceability of that provision or of the remaining terms and conditions of this Agreement. P. Survival: Section 5 and Section 9(H)will survive termination of this Agreement. Q. CounterAarts; Electronic Transmission: This Agreement may be executed in counterparts, each of which will be deemed to be an original, and such counterparts will, together, constitute and be one and the same instrument. A signed copy of this Agreement delivered by telecopy, electronic transmission or other similar means will be deemed to have the same legal effect as delivery of an original signed copy of this Agreement. R. Most Favored Nation: During the Term of this Agreement, Consultant agrees not to enter into the same or any similar agreement for Professional Services with any municipalities within a 30-minute drive time radius of the Client (Origin point of 1 Gary K.Anderson Plaza Decatur,IL 62523),without first obtaining Client's written permission, which permission may be withheld solely at Client's discretion. [SIGNATURE PAGES FOLLOW]