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•Susan Musselman,Director <br />•Duncan Brown,Senior Managing Consultant <br />2.Changes in Staff Requested by the Client <br />The Client has the right to request,for any reason,PFM to replace any member of the <br />advisory team.Should the Client make such a request,PFM shall promptly suggest a substitute for <br />approval by the Client. <br />X.INSURANCE <br />PFM shall maintain insurance coverage with policy limits not less than as stated in Exhibit C. <br />XI.LIMITATIONOF LIABILITY <br />Except to the extent caused by willful misconduct,bad faith,gross negligence or reckless <br />disregard of obligations or duties under this Agreement on the part of PFM 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 with 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 other 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 PFM or any of its associated persons,upon any advice or recommendation <br />provided by PFM to Client. <br />XII.INDEPENDENTCONTRACTOR;NO THIRD-PARTYBENEFICIARY <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 claim under or in <br />respect of this Agreement or any provisions contained herein. <br />XIII.APPLICABLE LAW <br />This Agreement shall be construed,enforced,and administered according to the laws of the <br />State of Washington.PFM and the Client agree that,should a disagreement arise as to the terms or <br />enforcement of any provision of this Agreement,each party will in good faith attempt to resolve <br />said disagreement prior to pursuing other action. <br />XIV.ENTIRE AGREEMENT;SEVERABILITY <br />This Agreement represents the entire agreement between Client and PFM and may not be <br />amended or modified except in writing signed by both parties.The invalidity in whole or in part of <br />any provision of this Agreement shall not void or affect the validity of any other provision.