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3.1 As a material inducement for City to enter into this Agreement, Consultant <br />represents and warrants to and covenants with Owner, as follows: <br />3.1.1 Consultant has the power and authority to enter into and perform its <br />obligations under this Agreement, and such performance will not conflict with or <br />result in a breach of any of the terms, conditions or provisions of any agreement or <br />instrument to which Consultant is a party or by which it is bound, or constitute a <br />default under any of the foregoing; this Agreement is valid, binding and enforceable <br />against Consultant in accordance with its terms. <br />3.1.2 Consultant is, and at all times during the Term shall remain, a <br />licensed real estate broker in the State of Minnesota. <br />3.1.3 Consultant is financially responsible, of good reputation, and has <br />sufficient equity to meet its financial responsibilities hereunder. <br />3.2 As a material inducement for Consultant to enter into this Agreement, <br />Owner represents and warrants to and covenants with Consultant that City has the power <br />and authority to enter into and perform its obligations under this Agreement, and such <br />performance will not conflict with or result in a breach of any of the terms, conditions or <br />provisions of any agreement or instrument to which City is a party or by which it is <br />bound, or constitute a default under any of the foregoing; this Agreement is valid, binding <br />and enforceable against City in accordance with its terms. City agrees to defend, <br />indemnify and hold harmless Consultant from and against any loss, claim, damage or <br />expense including, without limitation, reasonable attorneys' fees and costs, sustained by <br />Consultant to the extent caused by reason of the breach of any of City's representations <br />and warranties contained herein. <br />4) Term of Agreement. <br />a) Except as otherwise provided herein, the initial term of this Agreement <br />("Term") shall commence on the Effective Date and shall end on December 31, 2011. <br />b) Anything in this Agreement to the contrary notwithstanding, Owner and <br />Consultant each reserve the right to terminate this Agreement at any time, for any reason or <br />no reason, upon and subject to the conditions and limitations set forth in this Paragraph <br />4(b). If either party (the "Terminating Party") desires to exercise the option to terminate <br />pursuant to this Paragraph 4(b), then the Terminating Party shall deliver written notice <br />("Termination Notice") of its election to so terminate to the other party, which Termination <br />Notice shall set forth the date upon which the term of this Agreement shall terminate <br />("Termination Date"), which Termination Date shall not be earlier than the date five (5) <br />days from the date of the Termination Notice. Upon any such termination of this <br />Agreement, Consultant shall be entitled to the Consulting Fee and any other amount due <br />and payable hereunder prior to the date of such termination. <br />2 <br />