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<br />II. 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. Ifthe 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-Assienabilitv. 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. Indemnitv 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, <br />errors, omissions or negligent acts of the Consultant in the performance of its services <br />under this Agreement, regardless of whether the City has reviewed or approved the work <br />or services which has given rise to the claim, loss, damage, injury or liability for damages. <br />This indemnification shall extend for a reasonable period of time after completion of the <br />project as well as during the period of actual performance of services under this <br />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. <br /> <br />14. Insurance. During the term ofthis Agreement, Consultant shall maintain in full <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 /> <br />a. General Liabilitv and Bodilv Iniury 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 <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 Liabilitv 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 suspended, voided, canceled, <br />reduced in coverage or in limits without providing thirty (30) days prior written notice by <br /> <br />04/05 <br /> <br />Page 3 of5 <br />