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California Association of Business Brokers <br />Professional Service since 1987 <br />This form has been provided by the California Association of Business Brokers for the exclusive use of its members. A list of current members is available at www.cabb.org. <br /> <br /> ________ ________ <br /> Initials Initials <br />©2015 California Association of Business Brokers Page 1 of 3 Consulting Agreement, Rev 01/16 <br /> Consulting Agreement <br /> <br />Date of Agreement: <br />Consultant: <br />Address: <br />Client: <br />Address: <br /> <br />For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby <br />agree as follows: <br /> <br />1. Services: Consultant shall render to Client the services <br />set forth on Exhibit “A” (the “Services”) on the terms and <br />conditions set forth in this Agreement. THIS IS A LIMITED <br />SCOPE CONSULTING ENGAGEMENT. CONSULTANT IS <br />NOT SERVING AS AN AGENT OR BUSINESS BROKER <br />HEREUNDER AND ALL DUTIES COMMENSURATE WITH <br />SUCH AN AGENCY OR BROKER RELATIONSHIP ARE <br />HEREBY EXCLUDED AND DISCLAIMED. CONSULTANT <br />IS NOT ENGAGED TO PREPARE DEFINITIVE <br />TRANSACTION AGREEMENTS OR PROVIDE <br />ACCOUNTING, LEGAL OR TAX ADVICE. FOR SUCH <br />ADVICE, CLIENT MUST CONSULT APPROPRIATE <br />PROFESSIONALS. <br />2. Fees and Expenses: Consultant shall be paid as set <br />forth on Exhibit “A” attached hereto. Payment of invoices <br />for fees and expenses shall be due on receipt. If any sums <br />due to Consultant are not paid within 14 days, interest shall <br />accrue thereon at the rate of 1.5% per month until paid in <br />full. <br />3. Term/Termination: The term of this Agreement shall <br />commence on the Date of Agreement and continue until the <br />Services are completed. This Agreement may be terminated <br />earlier by either party immediately with cause, being breach <br />of this Agreement and failure to cure within ten (10) days <br />following written notice of breach, or by Consultant, upon <br />thirty (30) days prior written notice without cause. <br />4. Relationship: Consultant is an independent contractor, <br />and Consultant shall not in any way be deemed a partner, <br />joint venturer or employee of Client in connection with <br />Services rendered pursuant to this Agreement. No <br />relationship of employer and employee is created by this <br />Agreement. <br />5. Client Information: All information provided and <br />representations made by Client will be accurate and <br />complete in all material respects. Consultant may rely upon <br />the accuracy and completeness of all such information <br />without independent verification. <br />6. Non-Exclusivity: The Services rendered by Consultant <br />pursuant to this Agreement are non-exclusive. Consultant <br />may render services to such other parties or entities as <br />Consultant may desire, provided that the rendition of such <br />services is not otherwise contrary to any other term or <br />provision of this Agreement. <br />7. Proprietary Rights: Unless otherwise agreed in writing, <br />all copyrights and other proprietary rights of Consultant <br />which are incorporated into the work hereunder or arising <br />out of the performance of the Services are and shall remain <br />the proprietary rights of Consultant, and Client is granted a <br />perpetual, worldwide, royalty free right and license to use <br />and copy the same. <br />8. No Warranties: ALL WARRANTIES, CONDITIONS, <br />REPRESENTATIONS, INDEMNITIES AND GUARANTEES, <br />WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, <br />CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS BY <br />CONSULTANT OR OTHERWISE ARE HEREBY <br />OVERRIDDEN, EXCLUDED AND DISCLAIMED. <br />CONSULTANT MAKES NO GUARANTY AS TO THE <br />RESULTS OF CONSULTANT’S SERVICES. <br />9. No Consequential Damages: NEITHER PARTY WILL <br />BE LIABLE TO THE OTHER PARTY FOR ANY <br />CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR <br />INCIDENTAL DAMAGES. <br />10. Limited Remedy: In the event Consultant fails to <br />exercise due care in providing services, resulting in material <br />damage to Client for which Consultant is otherwise liable <br />hereunder, the exclusive remedy against Consultant shall be <br />damages which shall not exceed the total fees paid to <br />Consultant under this Agreement. <br />11. Indemnity: Client shall indemnify, defend and hold <br />Consultant harmless from any and all claims, liability, costs, <br />damages and expenses, including without limitation <br />attorneys’ fees, arising out of or relating to the services <br />provided by Consultant under this Agreement brought by <br />any third party except to the extent Consultant’s actions are <br />found to constitute willful misconduct. <br />12/21/22 <br />Steve Zimmerman / Restaurant Realty Company <br />79 Las Casas Dr, San Rafael, CA 94901 <br />Commiuity Development Dept City of San Leandro <br />835 E 14th St, San Leandro, CA 94577 <br />DocuSign Envelope ID: 58867286-9B22-4C32-AB0F-12E80B87EBC9