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default, CITY shall determine the amount of Services satisfactorily performed to the <br />date of termination and the amount owing to CONSUL TANT using the criteria set forth <br />below: provided that (a) no amount shall be allowed for anticipated profit ory <br />unperformed Services or other work, and (b) any payment due to CONSUL TANT at the <br />time of termination may be adjusted to the extent of any additional costs CITY incurs or <br />will Incur because of CONSULTANT's default. In such event, CITY shall consider the <br />actual costs incurred by CONSULTANT In performing the Services to the date of <br />termination, the amount of Services originally required which was satisfactorily <br />completed to the date of termlnatton, Whether the services or deliverables were in a <br />form or of a type which is usable and suitable to CITY at the date of termination, the <br />cost to CITY of either completing the-Services itself or employing another firm to <br />complete the Services in addition to the Inconvenience and time which may be required <br />to do so, and other factors which affect the value to CITY of the Services pe_rformed to <br />the date of 1ermination. Under no circumstances shall payments made under this <br />provision e>tceed the ·Schedule of Charges. This provision shall not preclude CITY from <br />filing claims and/or commencing litigation to secure compensation for damages Incurred <br />beyond that covered by withheld payments. <br />13.3'. In the event this Agreement is terminated prior to the completion of the <br />work, a final payment shall be made to the CONSUL TANT, which, when added to any <br />payments previously made, shall compensate the CONSUL TANT for the portion of work <br />completed. <br />14. INDEMNIFICATION/HOLD HARMLESS. <br />14.1. The indemnification and defense obligations specified in this Section 14 <br />("lndemnity ·Obligatioh.sj have been mutually negotiated and shall survive the <br />expiration, ~bandonment. or termination of this Agreement. The Indemnity Obligations <br />shall ex1end to claims that are not reduced to a suit and to any claims that may be <br />compromjsed prior to .the culmination of any 11tigation or the institution of any. litigation. <br />Inspection, ·acceptance or payment by CITY of or for any Services perfonned by <br />CONSUL TANT shall not be grounds for avoidance of any Indemnity Obligations. <br />14.1.1. Professional errors and omissions. For any losses that arise from <br />any error, omission, negligence or other malpractice in the exercise of CONSUL TANT's <br />professional judgment in the performance of architectural, landscape architectural, <br />engineering, or land surveying services such that RCW 4.24.115 would apply, <br />CONSUL TANT shall defend, Indemnify, and hold the CITY harmless from all such <br />losses to the extent caused, or alleged to be caused, by any violation of law, including <br />state, federal or municipal law or ordinance, or negligent act,· omission, breach of <br />contract, or· willful or intentional misconduct of CONSUL TANT. The obligation of <br />indemnity under this subparagraph does not. however, extend to losses caused by the <br />negligence (whet~er sole, concurrent or contributory) of the CITY. <br />14.2. In any and all claims against the CITY by any employee of <br />Professional Services Agreement for VIC Operations -Page 6 of 13