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.
Cc. GENERAL PROVISIONS FOR TERMINATION. Upon termination of the contract, the City
may take over the work and prosecute it to completion by agreement with another party or otherwise. In
the event Professional Engineer shall cease conducting business, the City shall have the right to solicit
applications for employment from any employee of the Professional Engineer assigned to the
performance of the contract.
Neither party shall be considered in default of the performance of its obligations hereunder to the extent
that performance of such obligations is prevented or delayed by any cause, existing or future, which is
beyond the reasonable control of such party. Delays arising from the actions or inactions of one or more
of Professional Engineer's principals, officers, employees, agents, subcontractors, consultants, vendors, or
suppliers are expressly recognized to be within Professional Engineer's control.
9. DISPUTE RESOLUTION. Any dispute not within the scope of section 7 or section 8 shall be
resolved under this paragraph. Either party shall provide to the other party, in writing and with full
documentation to verify and substantiate its decision, its stated position concerning the dispute. No
dispute shall be considered submitted and no dispute shall be valid under this provision unless and until
the submitting party has delivered the written statement of its position and full documentation to the other
party. The parties shall then attempt to resolve the dispute through good faith efforts and negotiation
between the City Representative and a Professional Engineer representative. 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 or direction of the City. If the dispute is not resolved
within 30 days, either party may request that the dispute be submitted to the Board of Public Works for
final resolution. The decision of the Board of Public Works shall be final and binding on the parties. If
either party is dissatisfied with the decision of the Board of Public Works, that party may immediately
terminate the contract under this paragraph, with Professional Engineer being entitled to compensation for
work actually and satisfactorily performed up to the time of the termination and the City being entitled to
all contract materials in accordance with paragraph 21, and compensation for any additional damages or
expenses incurred in completing the work under the contract, including, without limitation, the costs of
securing the services of other Professional Engineers.
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