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<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 />10.Non-Assignability. The Consultant shall not assign, sublet, or transfer this Agreement or
<br />any interest or obligation in the Agreement without the prior written consent of the City, and
<br />then only upon such terms and conditions as City may set forth in writing. Consultant shall be
<br />solely responsible for reimbursing subcontractors.
<br />11.Indemnity and Hold Harmless. To the fullest extent permitted by law (including, without
<br />limitation, California Civil Code §§ 2782, 2782.6 and 2782.8), Consultant shall defend (with
<br />legal counsel reasonably acceptable to the City), indemnify, and hold harmless, the City and its
<br />officers, agents and employees (collectively "Indemnitees") from and against any and all claims,
<br />loss, cost, damage, injury (including, without limitation, injury to or death of an employee of
<br />Consultant or its Subconsultants), expense, and liability of every kind, nature and description
<br />(including, without limitation, consequential damages, court costs, attorneys' fees litigation
<br />expenses and fees of expert consultants or expert witnesses incurred in connection therewith and
<br />costs of investigation) arising from, or alleged to have arisen from, pertain to, or relate to,
<br />directly or indirectly, in whole or in part, the negligence, reckless, or willful misconduct of the
<br />Consultant, any Subconsultant, anyone directly or indirectly employed by them, or anyone that
<br />they control (collectively "Liabilities") 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, cost, damage, injury or liability for damages. This indemnification shall
<br />extend for a reasonable period of time after completion of the project as well as during the period
<br />of 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. To the extent that there is an obligation to indemnify under this Section 11,
<br />Consultant shall be responsible for consequential damages resulting directly or indirectly, in
<br />whole or in part, from Consultant's negligence, reckless or willful misconduct.
<br />Such obligations to defend, hold harmless and indemnify any Indemnitee shall not apply
<br />to the extent such Liabilities are caused by the sole negligence, active negligence or willful
<br />misconduct of such Indemnitee. Obligation to defend shall be proportionate as to Consultant's
<br />percentage of fault as provided in California Civil Code § 2782.8.
<br />Consultant shall not be responsible for warranties, guarantees, or implied warranties of
<br />fitness for a particular purpose of any third party materials or products recommended by
<br />Consultant.
<br />Additionally, Consultant shall not be responsible for acts and decisions of third parties,
<br />including governmental agencies, other than Consultant's subconsultants, that impact project
<br />completion and/or success.
<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. Consultant shall have the obligation to furnish City, as additional insured,
<br />Docusign Envelope ID: 271FE856-C5AE-4E67-BBDD-ED81F3311151
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