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C.For lawsuits or legal actions brought by a third party against the Client,which <br />also names the consultant,resulting from negligence,reckless,or improper <br />actions of the Client or the consultant,each party shall be liable for its own acts <br />to the extent provided by law,and each party hereby agrees to indemnify,hold <br />harmless and defend the other,its officers and employees against any and all <br />liability,loss,costs,damages,expenses,claims or actions,including attorney’s <br />fees which the other,its officers and employees may hereafter sustain,incur or <br />be required to pay,arising out of or by reason of any act or omission of the party, <br />its agents,servants and employees in the execution,performance or failure to <br />adequately perform its obligations pursuant to this Agreement. <br />D.Insurance Requirements.The Consultant agrees that,in order to protect itself, <br />as well as the Client,under the indemnity provision set forth above,it will at all <br />times during the term of this Agreement keep in full force and effect the following <br />insurance protection in amounts not less than the limits specified below,or <br />greater as necessary: <br />1.Commercial General Liability -$2,000,000.00 per incident,including the <br />following endorsements: <br />a.Automobile coverage - $100,000/$300,000. <br />Any policy obtained and maintained under this clause shall provide that it shall <br />not be canceled,materially changed or not renewed without thirty (30)days prior <br />notice thereof to the Client. <br />E.In the event that the Client consists of two (2)or more municipal or corporate <br />entities,each shall be jointly and severably liable for all payments due the <br />Consultant authorized pursuant to this contract. <br />ARTICLE 6. TERMINATION <br />A.This Agreement may be terminated by either party upon thirty (30)days written <br />notice for any reason. <br />B.In the event of termination by the Client,the Client shall pay the Consultant for <br />work completed prior to the termination date on a time plus materials basis,such <br />payment to be made within thirty (30)days after receipt of Client of a final invoice <br />showing work completed and delivery of all materials prepared for the Client for <br />which payment has been made. <br />C.In the event of termination by the Consultant,the Consultant shall forward to the <br />Client on or prior to the termination date any unearned fees or retainers held by <br />the Consultant within thirty (30) days of termination date.