action by the Board of Public Works and Finance Committee in a timely manner. The City and
Professional Engineer also agree to attend all meetings called by the City or Professional Engineer to
discuss the work under the Contract, and that Professional Engineer 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,
PROFESSIONAL Professional Engineer 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 Professional Engineer. All future
questions Professional Engineer 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 Professional Engineer'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 Professional Engineer prior to
having received the City's resolution shall be at Professional Engineer's risk and expense. At all times,
Professional Engineer 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. Professional Engineer 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
Professional Engineer 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, 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
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