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<br />2. Comoensation. Agency agrees to pay City a sum not-to-exceed Two
<br />Million Seven Hundred Eighteen Thousand Three Hundred Thirty-six Dollars
<br />($2.718,336) each fiscal year for the Services. At the beginning of each Fiscal Year, the
<br />Executive Director and City Manager are authorized to make adjustments in
<br />compensation for the services to account for additional administrative services. inflation,
<br />increases in personnel compensation and increases in benefits, which said increases
<br />will be reflected in an amended Exhibit 16A." Such payments shall be made by the
<br />Agency out of Tax Revenues. The obligations hereunder shall be considered a debt of
<br />the Agency.
<br />
<br />3. Tenn. The term of this Agreement will be for a ten (10) year period,
<br />commencing July 1, 2002, and terminating on July 1, 2012, provided that, the Parties
<br />may amend the Agreement by written instrument to extend its term for two (2)
<br />consecutive ten (10) year periods.
<br />
<br />4. Indemnification. Except as to the sole negligence or willful misconduct of
<br />City, City will defend, indemnify and hold Agency, its officers. agents and employees,
<br />harmless from any and all loss, damage, claims, demands, liability, expense or cost,
<br />including attorney's fees, which arises out of, or is in any way connected with the
<br />performance of, the Services by City or any of City's employees, agents or
<br />subcontractors, notwithstanding that Agency may have benefited from their services.
<br />
<br />Except as to the sole negligence or willful misconduct of Agency, Agency
<br />will defend, indemnify and hold City, its officers. agents and employees. harmless from
<br />any and all loss, damage, claims, demands, liability, expense or cost, including
<br />attorney's fees, which arises out of, or is in any way connected with the performance of,
<br />the services by Agency or any of Agency's employees, agents or subcontractors,
<br />notwithstanding that Agency may have benefited from their services.
<br />
<br />5. Insurance. The Parties are responsible for the maintenance of insurance
<br />to provide protection for any claims pursuant to Section 4 Indemnification of this
<br />Agreement.
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<br />6. Non-Discrimination and Eaual Oooortunitv. The Parties hereby warrant
<br />and agree, in connection with the performance of this Agreement, that they will not
<br />discriminate against any employee or applicant for employment because of race,
<br />religion, color, sex, sexual orientation, physical disability, or national origin.
<br />
<br />7. Entire Aareement. This Agreement, together with any other written
<br />document referred to or contemplated by it. embody the entire Agreement and
<br />understanding between the parties relating to the subject matter of it. Neither this
<br />Agreement nor any of its provisions may be amended, modified, waived or discharged
<br />except in a writing signed by both parties. The City Manager and Executive Director are
<br />authorized to approve, on behalf of their respective Party, non-material written
<br />amendments to this Agreement or any of its Exhibits.
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<br />F:Atty/Agr/Agr.087
<br />010703
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