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, 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 or make sufficient progress on the 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 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, Service Provider shall:
1. Immediately discontinue work on the date and to the extent specified in the notice.
. 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, 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, 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 Service Provider's failure. Service Provider 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
Service Provider until such time as the exact amount of damages due to the City of Nashua is
determined. All claims for payment by the Service Provider 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 Service Provider 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
Service Provider 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 Service Provider such that Service Provider receives total compensation in the same amount
as it would have received in the event of a termination-at-will.
GC5 of 11
