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6. Termination . The City or the Association may terminate this Agreement by providing the other written notice of such action by regular U.S. mail. Given the nature of the services rendered, a notice period of ninety (90) days must be provided. Said Agreement shall then be deemed terminated and no further work shall be performed by the Association. If the Agreement is so terminated, the Association shall be paid for work actually completed. 7. Non - Assignability. The Association shall not assign, sublet, or transfer this Agreement or any interest or obligation therein without prior written consent of the City, and then only upon such terms and conditions as City may set forth in writing. 8. Indemnify and Hold Harmless. Association shall defend, indemnify, and hold harmless, the City and its officers and employees from and against all claims, losses, damage, injury, and liability for damages arising from errors, omissions, negligent or wrongful acts of the Association in the performance of its services under this Agreement, regardless of whether the City has reviewed and /or approved the work or services which has given risc to the claim, loss, damage, injury or liability for damages. This indemnification shall extend for a reasonable period of time after completion of the contract as well as during the period of actual performance of services under this Agreement. The City's acceptance of the insurance certificates required under this Agreement does not relieve the Association from this obligation under this paragraph. 9. Insurance. During the term of this Agreement, Association shall maintain in full force and effect at its own cost and expenses the following insurance coverages: a. General Liability and Bodily Injury Insurance. A comprehensive general liability insurance for not less than $1,000,000.00 combined limit for bodily injury and property damage and provide that the City, its officers, employees and agents are named additional insured under the policy. The policy shall state in writing either on the Certificate of Insurance or attached rider thereof that this insurance will operate as the primary insurance for work performed by Association, and that no other insurance effected by City or other named insured will be called on to cover a loss covered thereunder. b. Certificate of Insurance. Association shall complete and file with the City prior to the City's execution of this Agreement, and prior to engaging in any operation of activity set forth in this Agreement, certificates of insurance evidencing the insurance coverage(s) set forth in this Agreement and which shall provide in writing that no cancellation, suspension, reduction in coverage, major change in coverage, voiding or expiration by the insurance company will be made during the term of this Agreement without thirty (30) days written notice by certified mail, return receipt requested to the City prior to the effective date of such cancellation or change in coverage. The City reserves the right to require complete certified copies of policies. 2