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9. Termination for Convenience of City. The City may terminate this Agreement at any time
<br /> by mailing a notice in writing to Consultant. The Agreement shall then be deemed terminated,
<br /> and no further work shall be performed by Consultant. If the Agreement is so terminated,the
<br /> Consultant shall be paid for that percentage of the work actually completed at the time the notice
<br /> of termination is received.
<br /> 10. Non-Assignability. The Consultant shall not assign, sublet, or transfer this Agreement or
<br /> any interest or obligation in the Agreement without the prior written consent of the City, and
<br /> then only upon such terms and conditions as City may set forth in writing. Consultant shall be
<br /> solely responsible for reimbursing subcontractors.
<br /> 11. Indemnity and Hold Harmless. To the fullest extent permitted by law(including, without
<br /> limitation, California Civil Code §§ 2782, 2782.6 and 2782.8),Consultant shall defend(with
<br /> legal counsel reasonably acceptable to the City), indemnify, and hold harmless,the City and its
<br /> officers, agents and employees(collectively "Indemnitees") from and against any and all claims,
<br /> loss, cost,damage, injury (including, without limitation, injury to or death of an employee of
<br /> Consultant or its Subconsultants), expense,and liability of every kind, nature and description
<br /> (including,without limitation,consequential damages, court costs, attorneys' fees litigation
<br /> expenses and fees of expert consultants or expert witnesses incurred in connection therewith and
<br /> costs of investigation)arising from, or alleged to have arisen from, pertain to, or relate to,
<br /> directly or indirectly, in whole or in part, the negligence, reckless, or willful misconduct of the
<br /> Consultant, any Subconsultant, anyone directly or indirectly employed by them, or anyone that
<br /> they control (collectively "Liabilities") in the performance of its services under this Agreement,
<br /> regardless of whether the City has reviewed or approved the work or services which has given
<br /> rise to the claim, loss, cost, damage, injury or liability for damages. This indemnification shall
<br /> extend for a reasonable period of time after completion of the project as well as during the period
<br /> of actual performance of services under this Agreement. The City's acceptance of the insurance
<br /> certificates required under this Agreement does not relieve the Consultant from its obligation
<br /> under this paragraph. To the extent that there is an obligation to indemnify under this Section 11,
<br /> Consultant shall be responsible for consequential damages resulting directly or indirectly, in
<br /> whole or 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. Obligation to defend shall be proportionate as to Consultant's
<br /> percentage of fault as provided in California Civil Code § 2782.8.
<br /> Consultant shall not be responsible for warranties, guarantees, or implied warranties of
<br /> fitness for a particular purpose of any third party materials or products recommended by
<br /> Consultant.
<br /> Additionally, Consultant shall not be responsible for acts and decisions of third parties,
<br /> including governmental agencies, other than Consultant's subconsultants,that impact project
<br /> completion and/or success.
<br /> 12. Insurance. During the term of this Agreement, Consultant shall maintain in full force and
<br /> effect, at its own cost and expense, insurance coverages with insurers with an A.M. Best's rating
<br /> of no less than A:VII. Consultant shall have the obligation to furnish City, as additional insured,
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