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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. To the fullest extent permitted by law
<br /> (including, without limitation, California Civil Code §§ 2782, 2782.6 and 2782.8), Consultant
<br /> shall defend(with legal counsel reasonably acceptable to the City), indemnify, and hold
<br /> harmless,the City and its officers, agents and employees (collectively"Indemnitees") from and
<br /> against any and all claims, loss, cost, damage, injury (including, without limitation, injury to or
<br /> death of an employee of Consultant or its Subconsultants), expense, and liability of every kind,
<br /> nature and description (including, without limitation, incidental and consequential damages,
<br /> court costs, attorneys' fees, litigation expenses and fees of expert consultants or expert witnesses
<br /> incurred in connection therewith and costs of investigation)arising from, or alleged to have
<br /> arisen from,pertain to, or relate to, directly or indirectly, in whole or in part, the negligence,
<br /> reckless, or willful misconduct of the Consultant, any Subconsultant, anyone directly or
<br /> indirectly employed by them, or anyone that they control (collectively "Liabilities") in the
<br /> performance of its services under this Agreement, regardless of whether the City has reviewed or
<br /> approved the work or services which has given rise to the claim, loss, cost, damage, injury or
<br /> liability for damages. This indemnification shall extend for a reasonable period of time after
<br /> completion of the project as well as during the period of actual performance of services under
<br /> this Agreement. The City's acceptance of the insurance certificates required under this
<br /> Agreement does not relieve the Consultant from its obligation under this paragraph. To the
<br /> extent that there is an obligation to indemnify under this Section 13, Consultant shall be
<br /> responsible for incidental and consequential damages resulting directly or indirectly, in whole or
<br /> in part, from Consultant's negligence, reckless or willful misconduct.
<br /> Such obligations to defend, hold harmless and indemnify any Indemnitee shall not apply
<br /> to the extent such Liabilities are caused by the sole negligence, active negligence or willful
<br /> misconduct of such Indemnitee.
<br /> 14. Insurance. During the term of this Agreement, Consultant shall maintain in fill
<br /> force and effect at its own cost and expense the following insurance coverage with insures 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 and agents
<br /> are named additional insureds under the policy. The policy shall state in writing either on
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