In the event of a termination, abandonment, or suspension at will, Professional Engineer shall
receive al] 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 duc 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.
C. 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
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