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11. Termination of Convenience of City. The City may terminate this Agreement at <br /> any time by mailing a notice in writing to Consultant. The Agreement shall then be deemed <br /> terminated, and no further work shall be performed by Consultant. If the Agreement is so <br /> terminated, the Consultant shall be paid for that percentage of the work actually completed at the <br /> time the notice of termination is received. <br /> 12. Non-Assignability. The Consultant shall not assign, sublet, or transfer this <br /> Agreement or any interest or obligation in the Agreement without the prior written consent of the <br /> City, and then only upon such terms and conditions as City may set forth in writing. Consultant <br /> shall be solely responsible for reimbursing subcontractors. <br /> 13. Indemnity and Hold Harmless. Consultant shall defend, indemnify, and hold <br /> harmless, the City and its officers, and employees (collectively, "Indemnitees") from and against <br /> losses, damage, injury, and liability for damages in proportion to the extent caused by the <br /> negligent errors, omissions, or wrongful acts of the Consultant in the performance of its services <br /> under this Agreement, regardless of whether the City has reviewed or approved the work or <br /> services which has given rise to the claim, loss, damage, injury or liability for damages. This <br /> indemnification shall extend for a reasonable period of time after completion o the project as <br /> well as during the period of actual performance of services under this Agreement. The City's <br /> acceptance of the insurance certificates required under this Agreement does not relieve the <br /> Consultant from its obligation under this paragraph. Notwithstanding the foregoing, for any <br /> claim alleging Consultant's negligent performance of professional services, Consultant's <br /> obligations regarding any Indemnitee's defense under this paragraph shall be limited solely to <br /> the reimbursement of such Indemnitee's reasonable defense costs incurred in proportion to the <br /> extent actually caused by the negligence or willful misconduct of Consultant. <br /> 14. Insurance. During the term of this Agreement, Consultant shall maintain in full <br /> force and effect at its own cost and expense the following insurance coverage with insurers with <br /> an A.M. Best's rating of no less than A:VII: <br /> a. General Liability and Bodily Injury Insurance. Commercial <br /> general liability insurance with limits of at least $1,000,000 combined limit for bodily <br /> injury and property damage that provides that the City, its officers, employees are named <br /> additional insureds under the policy. The policy shall state in writing either on the <br /> Certificate of Insurance or attached rider that this insurance will operate as primary <br /> insurance for work performed by Consultant and its subconsultants, and that no other <br /> insurance effected by City or other named insured will be called on to cover a loss. <br /> b. Automobile Liability Insurance. Automobile liability in>urance with <br /> limits not less than $1,000,000 per person/per occurrence. <br /> c. Workers' Compensation Insurance. Workers' Compensation Insurance for <br /> all of Consultant's employees, in strict compliance with State laws, including a waiver of <br /> subrogation and Employer's Liability Insurance with limits of at least $1,000,000. <br /> d. Professional Liability Insurance. Professional liability insurance in the <br /> amount of$1,000,000. <br /> 5/13 Page 3 of 5 <br />