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Page 3 of 10 <br /> <br />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 /> <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 /> <br />11. Indemnity and Hold Harmless. To the fullest extent permitted by law (including without <br />limitation, California Civil Code Section 2782, 2782.6 and 2782.8), Consultant shall defend, <br />indemnify, and hold harmless, the City and its officers, agents and employees from and against <br />all claims, losses, damage, injury, and liability for damages arising from, or alleged to have <br />arisen from, the negligence, reckless or willful misconduct errors, omissions, negligent or <br />wrongful acts of the Consultant 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, damage, injury or liability for damages. This indemnification shall extend <br />for a reasonable period of time after completion of the project as well as during the period of <br />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: <br /> <br />Such obligations to defend, hold harmless and indemnify any Indemnitee shall not <br />apply to the extent such Liabilities are caused by the sole negligence, active <br />negligence or willful misconduct of such Indemnitee. Obligation to defend shall be <br />proportionate as to Consultant's percentage of fault as provided in California Civil <br />Code § 2782.8. <br /> <br />Consultant shall not be responsible for warranties, guarantees, or implied warranties <br />of fitness for a particular purpose of any third-party materials or products <br />recommended by Consultant. <br /> <br />Additionally, Consultant shall not be responsible for acts and decisions of third <br />parties, including governmental agencies, other than Consultant's subconsultants, that <br />impact project completion and/or success. <br /> <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, or such greater or broader coverage for City, if <br />available in the Contractor’s policies: <br /> <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 />The policy shall state in writing either on the Certificate of Insurance or attached rider that this <br />Docusign Envelope ID: A2CEC78C-F0FD-4D4D-9F39-237EDFC2492E