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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, no officer or employee of the City shall be personally liable to the
<br />Investment Banker, or any successor in interest, in the event of any default or breach by the City or
<br />for any amount which may become due to the Investment Banker or to its successor, or for breach of
<br />any obligation of the terms of this Agreement.
<br /> 6.3 Conflict of Interest. No officer or employee of the City shall have any
<br />financial interest, direct or indirect, in this Agreement nor shall any such officer or employee
<br />participate in any decision relating to the Agreement which affects his financial interest or the
<br />financial interest of any corporation, partnership or association in which he is, directly or indirectly,
<br />interested, in violation of any State statute or regulation. The Investment Banker represents that it
<br />has not paid or given and will not pay or give any third party any money or other consideration for
<br />obtaining this Agreement.
<br /> 6.4 Notice. Any notice, demand, request, document, consent, approval, or
<br />communication either party desires or is required to give to the other party or any other person shall
<br />be in writing and either served personally or sent by prepaid certified mail, return receipt requested,
<br />in the case of the City, to the City Manager and to the attention of the Contract Officer, Clerk of the
<br />Council, City of Santa Ana, 20 Civic Center Plaza (M-30), P.O. Box 1988, Santa Ana, California
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