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 of Nashua. 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 of Nashua, in its
sole discretion, shall have the right to terminate, abandon, or suspend ali or part of the project and
contract at will. If the City of Nashua 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 Nashua 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 of Nashua 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 of Nashua 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 of Nashua on 10 calendar day’s written notice to
Professional Engineer in the event of a failure by Professional Engineer to adhere to any or all the terms
and conditions of the contract or for failure to satisfactorily, in the sole opinion of the City of Nashua, to
complete or make sufficient progress on the work in a timely and professional manner. Professional
Engineer shall be given an opportunity for consultation with the City of Nashua 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 of Nashua fails to pay Professional Engineer for 45
days after the date of approval by the City of Nashua of any Application for Payment.
Upon receipt of notice of termination for cause, Professional Engineer shall:
i. Immediately discontinue work on the date and to the extent specified in the notice.
2. Provide the City of Nashua with a list of all unperformed services.
3. Place no further orders or sub-contracts 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.
4. Immediately make every reasonable effort to obtain cancellation upon terms satisfactory
to the City of Nashua of all orders or sub contracts to the extent they relate to the
GC 4 of 11
