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l 1. Termination of Convenience of City. "Che City may terminate this Agreement at <br />any time by mailing a notice in writing to Consultant. 'Che 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 ach~ally completed at the <br />time the notice of termination is received. <br />I2. Non-AssiffnabilitV. The Consultant shall not assign, sublet, or transler 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. Consultant shall defend, indemnity, and hold <br />harmless, the City and its ofticcrs, agents and employees Crom 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 />which has given rise to the claim, loss, damage, injury or liability for damages. This <br />indemnitication 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. "Che 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 />14. Insurance. During the term of this 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:V[C <br />a. General Liability and Bodily 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. "I'he 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 subconsulrmts, and that no other <br />insurance effected by City or other named insured will be called on to cover a loss. <br />b. Automobile Liability Insurance. Automobile liability insurance with <br />limits not Icss than $1,000,000 per person per occurrence. <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 />If services ar•e~or legal, medical, archileclural, engineering, sierveying or <br />geotechnical work, check this box, and Cons:dtant must provide: <br />d. Professional Liability Insurance- Professional liability insurance <br />in the amount of $1,000,000. <br />I I /04 Page 3 of 5 <br />