Upon receipt of notice of termination, abandonment, or suspension at will, Professional Engineer
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
than as may be necessary or required for completion of such portion of work under
the contract that is not terminated.
3. Immediately make every reasonable effort to obtain cancellation upon terms
satisfactory to the City of all orders or subcontracts to the extent they relate to the
performance of work terminated, abandoned, or suspended under the notice, assign
to the City any orders or subcontracts specified in the notice, and revoke
agreements specified in the notice.
4, Not resume work after the effective date of a notice of suspension until receipt of a
written notice from the City to resume performance.
In the event of a termination, abandonment, or suspension at will, Professional Engineer shall
receive all amounts due and not previously paid to Professional Engineer for work satisfactorily
completed in accordance with the contract prior to the date of the notice and compensation for
work thereafter completed as specified in the notice. No amount shall be allowed or paid for
anticipated profit on unperformed services or other unperformed work.
B. TERMINATION FOR CAUSE. This agreement may be terminated by the City on 10
calendar day’s written notice to Professional Engineer in the event of a failure by Professional
Engineer to adhere to all the terms and conditions of the contract or for failure to satisfactorily, in
the sole opinion of the City, pursue the project or to complete work in a timely and professional
manner. Professional Engineer shall be given an opportunity for consultation with the City prior
to the effective date of the termination. Professional Engineer may terminate the contract on 10
calendar days written notice if, through no fault of Professional Engineer, the City fails to pay
Professional Engineer for 30 days after the date of approval of any submitted invoice forms and
progress reports.
In the event of a termination for cause, Professional Engineer shall receive all amounts due and
not previously paid to Professional Engineer for work satisfactorily completed in accordance
with the contract prior to the date of the notice, less all previous payments. No amount shall be
allowed or paid for anticipated profit on unperformed services or other unperformed work. Any
such payment may be adjusted to the extent of any additional costs occasioned to the City by
reasons of Professional Engineer's failure. Professional Engineer shall not be relieved of liability
to the City for damages sustained from the failure, and the City may withhold any payment to the
Professional Engineer until such time as the exact amount of damages due to the City is
determined. All claims for payment by the Professional Engineer must be submitted to the City
within 30 days of the effective date of the notice of termination.
If after termination for the failure of Professional Engineer to adhere to all the terms and
conditions of the contract or for failure to satisfactorily, in the sole opinion of the City, pursue
the project or to complete work in a timely and professional manner, it is determined that
Professional Engineer had not so failed, the termination shall be deemed to have been a
termination at will. In that event, the City shall make an equitable adjustment in the
compensation paid to Professional Engineer. The adjustment shall include a reasonable profit for
services or other work performed up to the effective date of termination less all previous
payments.
GC 6 of 13
