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CLAIMS, INCLUDING THOSE FOR LOSS OF USE OF PROPERTY, AS WELL <br />AS INTELLECTUAL PROPERTY INFRINGEMENT OR FAILURE TO PAY A <br />SUBCONTRACTOR OR SUPPLIER. <br />INDEMNIFIED ITEMS SHALL INCLUDE REASONABLE ATTORNEYS' <br />FEES IN PROPORTION TO THE CONSULTANT'S LIABILITY AND COSTS, <br />COURT COSTS, AND SETTLEMENT COSTS. INDEMNIFIED ITEMS SHALL <br />ALSO INCLUDE ANY EXPENSES, INCLUDING REASONABLE ATTORNEYS' <br />FEES AND EXPENSES, INCURRED BY AN INDEMNIFIED INDIVIDUAL OR <br />ENTITY IN ATTEMPTING TO ENFORCE THIS INDEMNITY. <br />XIII. <br />Inde endent Contractor <br />CONSULTANT's status shall be that of an Independent Contractor and not <br />an agent, servant, employee or representative of CITY in the performance of this <br />Contract. No term or provision of or act of CONSULTANT or CITY under this <br />Contract shall be construed as changing that status. CONSULTANT will have <br />exclusive control of and the exclusive right to control the details of the work <br />performed hereunder, and shall be liable for the acts and omissions of its <br />officers, agents, employees, contractors, subcontractors and engineers and the <br />doctrine of respondeat superior shall not apply as between CITY and <br />CONSULTANT, its officers, agents, employees, contractors, subcontractors and <br />engineers, and nothing herein shall be construed as creating a partnership or <br />joint enterprise between CITY and CONSULTANT. <br />XIV. <br />Default <br />If at any time during the term of this Contract, CONSULTANT shall fail to <br />commence the work in accordance with the provisions of this Contract or fail to <br />diligently provide services in an efficient, timely and careful manner and in strict <br />accordance with the provisions of this Contract or fail to use an adequate <br />number or quality of personnel to complete the work or fail to perform any of its <br />obligations under this Contract, then CITY shall have the right, if CONSULTANT <br />shall not cure any such default after thirty (30) days written notice thereof, to <br />terminate this Contract. Any such act by CITY shall not be deemed a waiver of <br />any other right or remedy of CITY. If after exercising any such remedy due to <br />CONSULTANT's nonperformance under this Contract, the cost to CITY to <br />complete the work to be performed under this Contract is in excess of that part <br />of the Contract sum which has not theretofore been paid to CONSULTANT <br />hereunder, CONSULTANT shall be liable for and shall reimburse CITY for such <br />excess. CONSULTANT'S liability under this provision shall be limited to the <br />total dollar amount of this Contract. <br />Architectural / Engineering Services Contract <br />(Toole Design Group, LLC) Page 8 of 16 <br />