on the work in a timely and professional manner. Professional Engineer shall be given an
opportunity for consultation with the City of Nashua prior to the effective date of the
termination. Professional Engineer may terminate the contract on 10 calendar days written
notice if, through no fault of Professional Engineer, the City of Nashua fails to pay Professional
Engineer 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, Professional Engineer 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, 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, 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 Professional Engineer's failure. Professional Engineer 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 Professional Engineer until such time as the exact
amount of damages due to the City of Nashua is determined. All claims for payment by the
Professional Engineer 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 Professional Engineer 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 Professional Engineer 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 Professional Engineer such that Professional
Engineer receives total compensation in the same amount as it would have received in the event
of a termination-at-will.
C. GENERAL PROVISIONS FOR TERMINATION Upon termination of the contract, the City of
Nashua may take over the work and prosecute it to completion by agreement with another party
or otherwise. In the event Professional Engineer shall cease conducting business, the City of
Nashua shall have the nght to solicit applications for employment from any employee of the
Professional Engineer assigned to the performance of the contract.
Neither party shall be considered in default of the performance of its obligations hereunder to
the extent that performance of such obligations is prevented or delayed by any cause, existing
or future, which 1s beyond the reasonable control of such party. Delays arising from the actions
or inactions of one or more of Professional Engineer's principals, officers, employees, agents,
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