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 all the terms and conditions of the contract or for failure to
satisfactorily, in the sole opinion of the City of Nashua, 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 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 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 of
Nashua of by reasons of Professional Engineer's failure. Professional Engineer shall not be
relieved of liability to the City of Nashua for damages sustained from the failure, and the City of
Nashua of Nashua may withhold any payment to the Professional Engineer until such time as the
exact amount of damages due to the City of Nashua is determined. All claims for payment by
the Professional Engineer must be submitted to the City of Nashua 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 of
Nashua, 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 of Nashua 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 of Nashua of Nashua 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 of Nashua 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.
GC 6 of 13
