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6.1A <br /> Page 3 <br /> 5. Indemnification. City shall indemnify, hold harmless, and defend Partners <br /> from and against any and all claims (including all litigation, demands, damages, <br /> liabilities, costs, and expenses, and including court costs and attorney's fees) resulting <br /> or arising from performance, or failure to perform, under this Agreement. <br /> 6. Personnel. Partners represents that it has, or will secure at its own expense, <br /> all personnel required in performing all of the services required under this Agreement. <br /> Such personnel shall not be employees of or have any contractual relationships with <br /> City. Services required hereunder will be performed by Partners or under its supervision <br /> and personnel engaged in the work shall be fully qualified and shall be authorized or <br /> permitted under state and local law to perform such services. <br /> 7. Discrimination Prohibited. In performing the services required hereunder, <br /> Partners shall not discriminate against any person on the basis of race, color, religion, <br /> sex, national origin or ancestry, sexual orientation, age, physical handicap, or disability <br /> as defined in the American with Disabilities Act of 1990, as now enacted or hereafter <br /> amended. <br /> 8. Assignability. Partners shall not assign any interest in this Agreement and <br /> shall not transfer any interest in this Agreement (whether by assignment or novation), <br /> without the prior written consent of City. <br /> 9. Termination. City may terminate this Agreement at any time by giving at least <br /> fifteen (15) days' notice in writing to Partners. If Partners is terminated by City as <br /> provided herein, Partners will be paid for the services actually performed to the time of <br /> termination. <br /> 10. Construction and Severability. If any part of this Agreement is held to be <br /> invalid or unenforceable, such holding will not affect the validity or enforceability of any <br /> other part of this Agreement so long as the remainder of the Agreement is reasonably <br /> capable of completion. <br /> 11. Applicable Law. This Agreement shall be governed by and construed and <br /> enforced in accordance with the laws of the State of California. <br /> IN WITNESS WHEREOF, City and Partners have executed this Agreement as of <br /> the date first above written. <br /> City of Redwood City, California Management Partners, Inc. <br /> (signature) Gerald E. Newfarmer, President & CEO <br /> Title <br /> Date <br /> ATTY /AGR/2010.140 <br /> 121510 <br /> 2 <br />