Res-2019-159 CoC - Laserfiche WebLink

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default. CITY shall determine the amount of Services satisfactorily performed to the date of tennination and the amount owing to CONSUL TANT using the criteria set forth below; provided that (a) no amount shall be allowed for anticipated profit on unperformed Service~.or other wor1<, and (b) any payment due to CONSUL TANT at the time-of termination may be adjusted to the extent of any additional costs CITY incurs or will incur because of CONSUL TANT's default. In such event, CITY shall consider the actual costs incurred by CONSUL TANT in performing the Services to the date of termination, the amount of Services originally required which was satlsfaoto(il.y completed to the date of termination, whether the Services or deliverables were in a fonn or of a type which is usable and suitable to CITY at the date of tennination, the cost to CITY of either completing the Services itself or employing another firm to complete the Services in addition to the Inconvenience and time which may b·e requited to do so, and other factors which affect the value to CITY of the Services performed to the date of termination. Under no circumstances shall payments made under this provision eiceed the Schedule of Charges . This provision shall not preclude CITY from filing claim~·.and/or commencing litigation to secure compensation for damages incurred beyond that covered by withheld payments. 13.3. In the event this Agreement is terminated prior to the completiqn of the work, a final payment shall be made to the CONSUL TANT, which, when added to any payments previously made, shall compensate the CONSUL TANT for the portion of work completed. 14. INDEMNIFICATION/HOLD HARMLESS. 14.1. The indemnification and defense obligations specified in this Section 14 ("Indemnity ObUgations") have been mutually negotiated and shall survive the expiration " abandonment, or termination of this Agreement. The Indemnity Obligations shall exten~ to claims that are not reduced to a suit and to any claims that may be compromi~d prior to the culmination of any litigation or the institution of any litigation. lnspectior:i, acceptance or payment by CITY of or for ~oy Services performed by CONSUL TANT shall not be grounds for avoidance of any Indemnity Obligations. 14.1.1. Professional errors and omissions. For any losses that arise from any error, omission , negligence or other malpractice in the exercise of CONSUL TANT's professional judgment in the performance of architectural, landscape architectural. engineering, or land surveying services such that RCW 4.24.115 would apply, CONSUL TANT shall defend, indemnify, and hold the CITY hannless from all such losses to t~e extent caused I or alleged to be caused, by any violation of law I including state , feder;:al or municipal law or ordinance, or negligent act, omission, breach of contract, or willful or intentional misconduct of CONSUL TANT. The obligation of indemnity 1.tnder this subparagraph does not, however, extend to losses caused by the negligence (whether sole, concurrent or contributory) of the CITY. 14.2. In any and all claims against the CITY by any employee of Professional Services Agreement for Tourism Marketing/Advertising -Page 6 of 14