affected by a conflict, error, omission, or discrepancy which has been performed by Professional
Consultant prior to having received the City of Nashua's resolution shall be at Professional
Consultant's risk and expense. At all times, Professional Consultant 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 Consultant is responsible for
requesting clarification or interpretation and is solely liable for any cost or expense arising from its
failure to do so.
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, {the City of Nashua chooses to terminate, abandon, er suspend all or part of the
project, it shal] provide Professional Consultant 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 Consultant
shall:
—
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 Consultant shall
receive all amounts due and not previously paid to Professional Consultant 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 Consultant in the event of a failure by Professional
Consultant 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 Consultant shall be given an
opportunity for consultation with the City of Nashua prior to the effective date of the termination.
Professional Consultant may terminate the contract on 10 calendar days written notice if, through
no fault of Professional Consultant, the City of Nashua fails to pay Professional Consultant 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, the Professional Consultant
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.
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