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, 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.
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 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, 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 Consultant's failure.
Professional Consultant 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 Consultant until such time as the exact amount of damages due to the City of
Nashua is determined. All claims for payment by the Professional Consultant 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 Consultant 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 Consultant had not so failed, the termination
GC 5 of 13
