7. DISCOVERY OF CONFLICTS, ERRORS, OMISSIONS, AMBIGUITIES, OR DISCREPANCIES
Professional Engineer 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
Professional Engineer. All future questions Professional Engineer 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 Professional Engineer'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
Professional Engineer prior to having received the City of Nashua's resolution shall be at
Professional Engineer's risk and expense. At all times, Professional Engineer 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 Engineer is
responsible for requesting clarification or interpretation and is solely liable for any cost or
expense arising from its failure to do so.
8. 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 Professional Engineer 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
Engineer shall:
1. Immediately discontinue work on the date and to the extent specified in the notice.
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 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 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 Engineer in the event of a failure by Professional
Engineer 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
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