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• Susan :Musselman, Director <br />• Duncan Brown, Senior Managing Consultant <br />2. Changes in Staff Requested by the Client <br />T11e Client bas the right to request, for any reason, PFl\[ to replace any member of the <br />advisory team. Should the Client make such a request, PFM shall promptly suggest a substitute for <br />approyal by the Client. <br />X. INSURANCE <br />PFM shall maintain insurance coverage ,vitll policy limits not less than as stated in E xh ib.ir C. <br />XI. LIMITATION OF LIABILITY <br />Except to the extent caused by \villfol misconduct, bad faith, gross negligence or reckless <br />disregard of obligations or duties under this Agreement on the part of Pfl1 or any of its associated <br />persons, neither PFM nor any of its associated persons shall have liability to any person for any act <br />or omission in connection ,vith performance of its services hereunder, or for any error of judgment <br />or mistake of law, or for any loss arising out of any issuance of municipal securities, any municipal <br />financial product or any otl1er financial product or investment, or for any financial or other damages <br />resulting from Client's election to act or not to act, as the case may be, contrary to or, absent <br />negligence on the part of PF]l.1 or any of its associated persons, upon any advice or recommendation <br />provided by PFM to Client. <br />XII. INDEPENDENT CONTRACTOR; NO THIRD-PARTY BENEFICIARY <br />PFM, its employees, officers and representatives at all times shall be independent contractors <br />and shall not be deemed to be employees, agents, partners, servants and/ or joint venturers of Client <br />by virtue of this Agreement or any actions or services rendered under this Agreement. Nothing in <br />this Agreement is intended or shall be construed to give any person, other than the Parties hereto, <br />their successors and permitted assigns, any legal or equitable rights, remedy or clainl under or in <br />.respect of this Agreement or any provisions contained herein. <br />XIII. APPLICABLE LAW <br />11us Agreement shall be construed, enforced, and administered according to the laws of the <br />State of Washington. PRvi and the Client agree that, should a disagreement arise as to the terms or <br />enforcement of any provision of tlus Agreement, each party \vill in good faith attempt to resolve <br />said disagreement prior to pursuing other action. <br />XIV. ENTIRE AGREEMENT; SEVERABILITY <br />11us Agreement represents the entire agreement between Client and PFM and may not be <br />amended or modified except in writing signed by both parties. T11e invalidity in whole or in part of <br />any provision of this Agreement shall not void or affect tlle validity of any other provision.