Except as provided in this paragraph, Service Provider shall implement no change unless the
City in writing approves the change. Unless otherwise agreed to in writing, the provisions of this
contract shall apply to all changes. The City may provide verbal approval of a change when the
City, in its sole discretion, determines that time is critical or public health and safety are of
concern. Any verbal approval shall be confirmed in writing as soon as practicable. Any change
undertaken without prior City approval shall not be compensated and is, at the City's election,
sufficient reason for contract termination.
6. CITY COOPERATION. The City agrees that its personnel will cooperate with
Service Provider in the performance of its work under this contract and that such personnel
will be available to Service Provider for consultation at reasonable times and after being given
sufficient advance notice that will prevent conflict with their other responsibilities. The City
also agrees to provide Service Provider with access to City records in a reasonable time and
manner and to schedule items that require action by the City in a timely manner. The City
and Service Provider also agree to attend all mectings called by the City or Service Provider
to discuss the work under the Contract, and that Service Provider may elect to conduct and
record such meetings and shall later distribute prepared minutes of the meeting to the City.
7. DISCOVERY OF CONFLICTS, ERRORS, OMISSIONS, AMBIGUITIES, OR
DISCREPANCIES. Service Provider warrants that it has examined all contract documents, has
brought all conflicts, errors, discrepancies, and ambiguities to the attention of the City in
writing, and has concluded that the City's resolution of each matter is satisfactory to Service
Provider. All future questions Service Provider may have concerning interpretation or
clarification of this contract shall be submitted in writing to the City within 10 calendar days
of their arising. The writing shall state clearly and in full detail the basis for Service Provider's
question or position. The City representative shall render a decision within 15 calendar days.
The City's decision on the matter is final. Any work affected by a conflict, error, omission,
or discrepancy which has been performed by Service Provider prior to having received the
City's resolution shall be at Service Provider's risk and expense. At all times, Service
Provider shall carry on the work under this contract and maintain and complete work in
accordance with the requirements of the contract or determination of the City. Service Provider
is responsible for requesting clarification or interpretation and is solely liable for any cost or
expense arising from its failure to do so.
8. TERMINATION OF CONTRACT
A. TERMINATION, ABANDONMENT, OR SUSPENSION AT WILL. The
City, in its sole discretion, shall have the right to terminate, abandon, or suspend all or part of
the project and contract at will. If the City chooses to terminate, abandon, or suspend all or part
of the project, it shall provide Service Provider 10 day’s written notice of its intent to do so.
If all or part of the project is suspended for more than 90 days, the suspension shall be treated as
a termination at will of all or part of the project and contract.
Upon receipt of notice of termination, abandonment, or suspension at will, Service Provider
shall:
1. Immediately discontinue work on the date and to the extent specified in the notice.
2. Place no further orders or subcontracts for materials, services, or facilities, other
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