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Agreement. The CITY shall not be responsible for paying for such extra work <br />unless and until the written supplement is executed by both parties. <br />14. TERMINATION. <br />14.1.The CITY may terminate this Agreement in whole or in part whenever the <br />CITY determines, in its sole discretion that such termination is in the best interests of <br />the CITY, upon not less than ten (10) days'written notice to the CONSULTANT. Written <br />notice will be by certified mail sent to the consultant's designated representative at the <br />address provided by the CONSULTANT. <br />14.2. The CITY may terminate this Agreement, in whole or in part and at any <br />time, in writing if CONSULTANT substantially fails to fulfill any or all of its material <br />obligations through no fault of CITY. lf CITY terminates all or part of this Agreement <br />for default, CITY shall determine the amount of Services satisfactorily performed to <br />the date of termination and the amount owing to CONSULTANT using the criteria set <br />forth below; provided that (a) no amount shall be allowed for anticipated profit on <br />unperformed Services or other work, and (b) any payment due to CONSULTANT at <br />the time of termination may be adjusted to the extent of any additional costs CITY <br />incurs or will incur because of CONSULTANT's default. ln such event, CITY shall <br />consider the actual costs incurred by CONSULTANT in performing the Services to the <br />date of termination, the amount of Services originally required which was satisfactorily <br />completed to the date of termination, 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 <br />required to do so, and other factors which affect the value to CITY of the Services <br />performed to the date of termination. Under no circumstances shall payments made <br />under this provision exceed the Schedule of Charges. This provision shall not preclude <br />CITY from filing claims and/or commencing litigation to secure compensation for <br />damages incurred beyond that covered by withheld payments. <br />14.3. ln the event this Agreement is terminated prior to the completion of the <br />work, a final payment shall be made to the CONSULTANT, which, when added to any <br />payments previously made, shall compensate the CONSULTANT for the portion of <br />work completed. Whenever the Agreement is terminated in accordance with this <br />Section 14, the CONSULTANT shall be entitled to payment for actual work performed <br />up to the termination date. Upon such termination, whether for convenience or default, <br />an equitable adjustment in the contract price will be made by the CITY for partially <br />completed items of work, but such adjustment shall not include provision for loss of <br />anticipated profit on deleted or uncompleted work. Termination under this Section 14 <br />shall not constitute a breach of the Agreement by the CITY. <br />15. INDEMNIFICATION/HOLDHARMLESS. <br />Professional Services Agreement for Reecer Creek Floodplain Mapping and Levee Certification Support <br />Page6of11 <br />(PSA Form rev. 04/19)