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 Architect in the event of a failure by Architect to
adhere to any or ail 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. Architect shall be given an opportunity for
consultation with the City of Nashua prior to the effective date of the termination.
Architect may terminate the contract on 10 calendar days written notice if, through no
fault of Architect, the City of Nashua fails to pay Architect 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, Architect 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 termination unless and
until receipt of a written notice from the City of Nashua to resume performance.
In the event of a termination for cause, Architect shall receive all amounts due and not
previously paid to Architect 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 by reasons of Architect's failure. Architect shall not be
relieved of liability to the City of Nashua for damages sustained from the failure, and the
City of Nashua may withhold any payment to the Architect until such time as the exact
amount of damages due to the City of Nashua is determined. All claims for payment by
the Architect 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 Architect to adhere to any of 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, it is determined that Architect had not so failed, the termination shall be deemed
to have been a termination at will. In that event, the City of Nashua shall, if necessary,
make an adjustment in the compensation paid to Architect such that Architect receives
total compensation in the same amount as it would have received in the event of a
termination-at-will.
GC 5 of 12
