5. DISCOVERY OF CONFLICTS, ERRORS, OMISSIONS, AMBIGUITIES, OR DISCREPANCIES,
PROFESSIONAL Service Provider warrants that it has examined all contract documents, has brought all
conflicts, errors, discrepancies, and ambiguities to the attention of the City of Nashua in writing, and has
concluded that the City of Nashua’s resolution of each matter is satisfactory to Service Provider. All future
questions Service Provider may have concerning interpretation or clarification of this contract shall be
submitted in writing to the City of Nashua within 10 calendar days of their arising. The writing shall state
clearly and in full detail the basis for Service Provider's question or position.
The City of Nashua representative shall render a decision within 15 calendar days. The City of Nashua's
decision on the matter is final. Any work affected by a conflict, error, omission, or discrepancy which has
been performed by Service Provider prior to having received the City of Nashua's resolution shall be at
Service Provider's risk and expense. At all times, Service Provider 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. Service Provider is responsible for requesting clarification or interpretation and is solely
liable for any cost or expense arising from its failure to do so.
6. 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 all 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
Service Provider 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, Service Provider shall:
1, 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 performance
of work terminated, abandoned, or suspended under the notice, assign to the City of Nashua
any orders or sub contracts specified in the notice, and revoke agreements specified in the
notice.
5. 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, Service Provider shall receive all] amounts
due and not previously paid to Service Provider 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 Service Provider in the event of a failure by Service Provider 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 work in a timely and professional manner. Service Provider shall be given an
opportunity for consultation with the City of Nashua prior to the effective date of the termination. Service
Provider may terminate the contract on 10 calendar days written notice if, through no fault of Service
Provider, the City of Nashua fails to pay Service Provider for 30 days after the date of approval of any
Application for Payment.
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