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“Any bond purchase agreement that may be entered into by the City and the Investment Banker
<br />Formatted: Font: Times New Roman
<br />in connection with the Bonds will contain customary indemnification provisions between the
<br />parties as for similar agreements and transactions.”\]
<br />Consultant agrees to indemnify the City, its officers, agents and employees against, and will hold
<br />and save them and each of them harmless from, any and all actions, suits, claims, damages to
<br />persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities, including
<br />paying any legal costs, attorneys fees, or paying any judgment (herein "claims or liabilities") that
<br />may be asserted or claimed by any person, firm or entity arising out of or in connection with the
<br />performance of the work or services of the Consultant, its agents, employees, subcontractors, or
<br />invitees, provided for herein, or arising from the negligent acts or omissions of the Consultant
<br />hereunder, or arising from the Consultant's negligent performance of or failure to perform any term,
<br />provision covenant or condition of this Agreement, but excluding such claims or liabilities to the
<br />extent caused by the sole negligence or willful misconduct of the City.
<br /> 5.0 TERM
<br /> 5.1 Term. Unless earlier terminated in accordance with Section 5.2 below, this
<br />Agreement shall begin on the Effective Date and continue in full force and effect until December 31,
<br />2015. There is a one-year option to extend this Agreement subject to approval of both parties. City
<br />approval to extend may be granted in writing by the City Manager.
<br /> 5.2 Termination Prior to Expiration of Term. Either party may terminate this
<br />Agreement at any time, with or without cause, upon thirty (30) days' written notice to the other
<br />party. Upon receipt of the notice of termination, the Investment Banker shall immediately cease all
<br />work or services hereunder except as may be specifically approved by the Contract Officer. In the
<br />event of termination by the City, the Investment Banker shall be entitled to reimbursement for
<br />expenses incurred or compensation for all services rendered prior to the effectiveness of the notice of
<br />termination and for such additional services specifically authorized by the Contract Officer and the
<br />City shall be entitled to reimbursement for any compensation paid in excess of the services rendered.
<br /> 6.0 MISCELLANEOUS
<br /> 6.1 Covenant Against Discrimination. Investment Banker covenants that, by and
<br />for itself, its heirs, executors, assigns and all persons claiming under or through them, that there shall
<br />be no discrimination against or segregation of, any person or group of persons on account of race,
<br />color, creed, religion, sex, marital status, national origin, or ancestry in the performance of this
<br />Agreement. Investment Banker shall take affirmative action to ensure that applicants are employed
<br />and that employees are treated during employment without regard to their race, color, creed,
<br />religion, sex, marital status, national origin or ancestry.
<br /> 6.2 Non-liability of City Officers and Employees. Except for their gross
<br />negligence or willful misconduct, nNo officer or employee of the City shall be personally liable to
<br />the Investment Banker, or any successor in interest, in the event of any default or breach by the City
<br />or for any amount which may become due to the Investment Banker or to its successor, or for breach
<br />of any obligation of the terms of this Agreement.
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