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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 /> 10. Non-Assignability. The Consultant shall not assign, sublet, or transfer this Agreement or any
<br /> interest or obligation in the Agreement without the prior written consent of the City, and then
<br /> only upon such terms and conditions as City may set forth in writing. Consultant shall be solely
<br /> responsible for reimbursing subcontractors.
<br /> 11. Indemnity and Hold Harmless and Limitation of Liability.
<br /> Consultant shall defend, indemnify, and hold harmless, the City and its officers, agents and
<br /> employees from and against all third party claims, losses, damage, injury, and liability for
<br /> damages arising from, or alleged to have arisen from, the errors, omissions, gross negligence,
<br /> willful or wrongful acts of the Consultant in the performance of its services under this
<br /> Agreement, regardless of whether the City has reviewed or approved the work or services which
<br /> has given rise to the claim, loss, damage, injury or liability for damages. This indemnification
<br /> shall extend for a reasonable period of time after completion of the project as well as during the
<br /> period of actual performance of services under this Agreement. The City's acceptance of the
<br /> insurance certificates required under this Agreement does not relieve the Consultant from its
<br /> obligation under this paragraph.
<br /> To the extent allowed under applicable law, the aggregate liability (including attorney's fees and
<br /> all other costs) of either party and its present or former partners, principals, agents or employees
<br /> to the other party related to the services performed under an applicable Scope of Work(s) shall
<br /> not exceed a multiple of two-times(2X)the fees paid to Consultant under this Agreement.
<br /> Additionally, in no event shall either party be liable for any lost profits, lost business
<br /> opportunity, lost data, consequential, special, incidental, exemplary or punitive damages, delays
<br /> or interruptions arising out of or related to this Engagement Letter or the applicable Scope of
<br /> Work(s) as even if the other party has been advised of the possibility of such damages.
<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. Contractor shall have the obligation to furnish City, as additional insured,
<br /> the minimum coverages identified below, excluding Workers' Compensation and Professional
<br /> Liability Insurance
<br /> a. General Liability and Bodily injury Insurance. Commercial general liability insurance
<br /> with limits of at least $2,000,000 combined limit for bodily injury and property damage that
<br /> provides that the City, its officers, employees and agents are named as additional insureds under
<br /> the policy as evidenced by an additional insured endorsement satisfactory to the City Attorney.
<br /> b. Automobile Liability Insurance. Automobile liability insurance with limits not less than
<br /> $1,000,000 per person/per occurrence.
<br /> c. Workers' Compensation Insurance. Workers' Compensation Insurance for all of
<br /> Consultant's employees, in strict compliance with State laws, and Employer's Liability
<br /> Insurance with limits of at least $1,000,000.
<br /> d. Professional Liability Insurance. Professional liability insurance in the amount of
<br /> $2,000,000.
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