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Agreement is so terminated, Consultant shall be paid for that percentage of the work actually completed at the time the notice of termination is received. 10. Non-Assignability. Consultant shall not assign, sublet, or transfer this Agreement or any interest or obligation in the Agreement without the prior written consent of City, and then only upon such terms and conditions as City may set forth in writing. Consultant shall be solely responsible for reimbursing subcontractors. 11. Indemnity and Hold Harmless. Consultant shall defend, indemnify, and hold harmless, City and its officers, agents, and employees from and against all claims, losses, damage, injury, and liability for damages arising from, or alleged to have arisen from, errors, omissions, negligent, or wrongful acts of Consultant in the performance of its services under this Agreement, regardless of whether City has reviewed or approved the work or services which has given rise to the claim, loss, damage, injury, or liability for damages. This indemnification shall extend for a reasonable period of time after completion of the project 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 Consultant from its obligation under this paragraph. 12. Insurance. During the term of this Agreement, Consultant shall maintain in full force and effect at its own cost and expense the following insurance coverage with insures with an A.M. Best's rating of no less than A:VII. The specific coverage obligations set forth in this Section 12 are minimums only, and the Consultant shall have the obligation to provide the minimum coverages stated in this Agreement or such greater or broader coverage, if available in the Consultant's policies. a. General Liability and Bodily Iniury Insurance. Commercial general liability insurance with limits of at least $1,000,000 combined limit for bodily injury and property damage that provides that City, its officers, employees, and agents are named additional insureds under the policy. The policy shall state in writing either on the Certificate of Insurance or attached rider that this insurance will operate as primary insurance for work performed by Consultant and its subconsultants, and that no other insurance effected by City or other named insured will be called on to cover a loss. b. Automobile Liability Insurance. Automobile liability insurance with limits not less than $1,000,000 per person/per occurrence. c. Workers Compensation Insurance. Workers Compensation Insurance for all of Consultant's employees, in strict compliance with State laws, including a waiver of subrogation and Employer's Liability Insurance with limits of at least $1,000,000. d. Professional Liability Insurance. Professional liability insurance in the amount of$1,000,000. Page 3 of 6