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11. Termination at 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 /> <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 /> <br /> 13. Indemnity and Hold Harmless. Consultant shall defend, indemnify, and hold <br />harmless, the City and its officers, agents and employees from and against all claims, losses, <br />damage, injury, and liability for damages arising from, or alleged to have arisen from, errors, <br />omissions, negligent or wrongful acts of the Consultant in the performance of its services under <br />this Agreement, regardless of whether the City has reviewed or approved the work or services <br />winch 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 of 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. <br /> <br /> 14. Insurance. During the term of this Agreement, Consultant shall maintain in full <br /> rome 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 /> <br /> a. General Liability and Bodily Iniur¥ Insurance. Commemial <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 <br /> the 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 /> <br /> b. Automobile Liability Insurance. Automobile liability insurance with <br /> limits not less than $1,000,000 per person/per occurrence. <br /> <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 /> <br /> d. Certificate of Insurance. Consultant shall file a certificate of insurance <br /> with the City prior to the City's execution of this Agreement, and prior to engaging in any <br /> operation or activity set forth in this Agreement. The Certificate of Insurance shall provide in <br /> writing that the insurance afforded by this Certificate shall not be canceled, without providing <br /> thirty (30) days prior written notice by mail, to the City. In addition, the insured shall provide <br /> <br /> 11/04 Page 3 of 5 <br /> <br /> <br />