Common use of TERMINATION, SUSPENSION OR ABANDONMENT Clause in Contracts

TERMINATION, SUSPENSION OR ABANDONMENT. 8.1 This Agreement may be terminated by the Owner upon not less than seven (7) days’ written notice should the Consultant fail substantially to perform in accordance with the terms of this Agreement to the extent not due in whole or part to the fault of the Owner, the Town of Maynard, MassDOT, or any of their respective other consultants, and such failure is not cured within fourteen (14) days after receipt of such notice except as is otherwise expressly set forth herein including at Article 12 of this Agreement. Any termination of this Agreement hereunder shall not affect or impair the right of the Owner to recover damages occasioned by any default of the Consultant, to the extent not due to the fault of the Owner, the Town of Maynard, MassDOT or their respective other consultants, in whole or part, or to set off such damages against amounts otherwise owed to the Consultant. 8.2 If the Project is suspended by the Owner for more than one hundred and twenty (120) consecutive days, the Consultant shall be compensated for Services performed prior to notice of such suspension and expenses necessarily and reasonably incurred in order to suspend its services. If the Project is thereafter resumed, the Consultant shall not be entitled to additional compensation as a result of such interruption and resumption of the Consultant’s Services; provided that if the Project is suspended or the Consultant’s Services are suspended for more than one hundred eighty‌ (180) consecutive days, the Consultant may terminate the Agreement by giving not less than seven (7) days written notice. 8.3 This Agreement may be terminated by the Owner for its convenience and without cause upon not less than ten (10) days’ written notice to the Consultant. In the event the Owner so terminates this Agreement without cause or for convenience, the Consultant shall be compensated for any unpaid and undisputed amount owed for Services performed prior to termination, together with Reimbursable Expenses, as described in Paragraph 10.1 hereof, incurred prior to termination.‌ 8.4 For purposes of this section, it is acknowledged that the Consultant’s services under the contract are personal services and may not be assumed by or assigned by a trustee in bankruptcy. 8.5 In the event of termination, the Consultant shall promptly deliver to the Town copies of all Instruments of Service developed under this Agreement to the time of termination subject to the restrictions on use and re-use of Instruments of Service set forth in Article 6 “Use of Consultant’s Drawings, Specifications, and Documents”.‌

TERMINATION, SUSPENSION OR ABANDONMENT. 8.1 This Agreement may be terminated by the Owner upon not less than seven (7) days’ written notice should the Consultant fail substantially to perform in accordance with the terms of this Agreement to the extent not due in whole or part to the fault of the Owner, the MassDOT, Town of MaynardCarlisle, MassDOTTown of Westford, Town of Concord or any of their respective other consultants, and such failure is not cured within fourteen (14) days after receipt of such notice except as is otherwise expressly set forth herein including at Article 12 of this Agreement. Any termination of this Agreement hereunder shall not affect or impair the right of the Owner to recover damages occasioned by any default of the Consultant, to the extent not due to the fault of the Owner, the Town of Maynard, MassDOT or their respective other consultants, in whole or part, or to set off such damages against amounts otherwise owed to the Consultant.otherwise 8.2 If the Project is suspended by the Owner for more than one hundred and twenty (120) consecutive days, the Consultant shall be compensated for Services performed prior to notice of such suspension and expenses necessarily and reasonably incurred in order to suspend its services. If the Project is thereafter resumed, the Consultant shall not be entitled to additional compensation as a result of such interruption and resumption of the Consultant’s Services; provided that if the Project is suspended or the Consultant’s Services are suspended for more than one hundred eighty‌ (180) consecutive days, the Consultant may terminate the Agreement by giving not less than seven (7) days written notice.eighty 8.3 This Agreement may be terminated by the Owner for its convenience and without cause upon not less than ten (10) days’ written notice to the Consultant. In the event the Owner so terminates this Agreement without cause or for convenience, the Consultant shall be compensated for any unpaid and undisputed amount owed for Services performed prior to termination, together with Reimbursable Expenses, as described in Paragraph 10.1 hereof, incurred prior to termination.‌termination. 8.4 For purposes of this section, it is acknowledged that the Consultant’s services under the contract are personal services and may not be assumed by or assigned by a trustee in bankruptcy. 8.5 In the event of termination, the Consultant shall promptly deliver to the Town copies of all Instruments of Service developed under this Agreement to the time of termination subject to the restrictions on use and re-use of Instruments of Service set forth in Article 6 “Use of Consultant’s Drawings, Specifications, and Documents”.‌Documents”.

TERMINATION, SUSPENSION OR ABANDONMENT. 8.1 This Agreement may be terminated by the Owner upon not less than seven (7) days’ written notice should the Consultant fail substantially to perform in accordance with the terms of this Agreement to the extent not due in whole or part to the through no fault of the Owner, the Town of Maynard, MassDOT, or any of their respective other consultants, Owner and such failure is not cured within fourteen seven (147) days after receipt of such notice except as is otherwise expressly set forth herein including at Article 12 of this Agreementnotice. Any termination of this Agreement hereunder shall not affect or impair the right of the Owner Town to recover damages occasioned by any default of the Consultant, to the extent not due to the fault of the Owner, the Town of Maynard, MassDOT or their respective other consultants, in whole or part, Consultant or to set off such damages against amounts otherwise owed to the Consultant. 8.2 If the Project is suspended by the Owner for more than one hundred and twenty (120) consecutive days, the Consultant shall be compensated for Services performed prior to notice of such suspension and expenses necessarily and reasonably incurred in order to suspend its servicessuspension. If the Project is thereafter resumed, the Consultant shall not be entitled to additional compensation as a result of such interruption and resumption of the Consultant’s Services; provided that if the Project is suspended or the Consultant’s Services are suspended for more than one hundred eighty‌ (180) consecutive days, the Consultant may terminate the Agreement by giving not less than seven (7) days written notice.is 8.3 This Agreement may be terminated by the Owner for its convenience and without cause upon not less than ten (10) days’ written notice to the Consultant. In the event the Owner so terminates this Agreement without cause or for conveniencecause, the Consultant shall be compensated for any unpaid and undisputed amount owed for Services performed prior to termination, together with Reimbursable Expenses, as described in Paragraph 10.1 hereof, incurred prior to termination.‌termination. 8.4 For purposes of this section, it is acknowledged that the Consultant’s services under the contract are personal services and may not be assumed by or assigned by a trustee in bankruptcy. 8.5 In the event of termination, the Consultant shall promptly deliver to the Town copies of all Instruments of Service developed under this Agreement to the time of termination subject to the restrictions on use and re-use of Instruments of Service set forth in Article 6 “Use of Consultant’s Drawings, Specifications, and Documents”.‌termination.

TERMINATION, SUSPENSION OR ABANDONMENT. 8.1 This Agreement may be terminated by the Owner upon not less than seven (7) days’ written notice should the Consultant fail substantially to perform in accordance with the terms of this Agreement to the extent not due in whole or part to the fault of the Owner, the Town of Maynard, MassDOT, Owner or any of their respective other consultants, and such failure is not cured within fourteen (14) days after receipt of such notice except as is otherwise expressly set forth herein including at Article 12 of this Agreement. Any termination of this Agreement hereunder shall not affect or impair the right of the Owner Town to recover damages occasioned by any default of the Consultant, to the extent not due to the fault of the OwnerTown, the Town of Maynard, MassDOT or their respective other consultants, in whole or part, or to set off such damages against amounts otherwise owed to the Consultant. 8.2 . If the Project is suspended by the Owner for more than one hundred and twenty (120) consecutive daysdays during the development and prior to completion of the 25% design phase or during the development and prior to completion of the 25% to 100% design phase, the Consultant shall be compensated for Services performed prior to notice of such suspension and expenses necessarily and reasonably incurred in order to suspend its services. If the Project is thereafter resumed, the Consultant shall not be entitled to additional compensation as a result of such interruption and resumption of the Consultant’s Services; provided that if the Project is suspended or the Consultant’s Services are suspended for more than one hundred eighty‌ eighty (180) consecutive daysdays prior to completion of the 25% design phase or prior to completion of the 25% to 100% design phase, the Consultant may terminate the Agreement by giving not less than seven (7) days written notice. 8.3 . If, pursuant to the Section A. Project Phasing, the Owner suspends the project after the completion of the 25% design phase, but before commencing with tasks associated with the 25% to 100% design phase, for more than one (1) year, the Owner and Consultant shall reevaluate and adjust the hourly billing rates in Exhibit D. to accommodate wage increases accordingly. This Agreement may be terminated by the Owner for its convenience and without cause upon not less than ten (10) days’ written notice to the Consultant. In the event the Owner so terminates this Agreement without cause or for convenience, the Consultant shall be compensated for any unpaid and undisputed amount owed for Services performed prior to termination, together with Reimbursable Expenses, as described in Paragraph 10.1 hereof, incurred prior to termination.‌ 8.4 termination. For purposes of this section, it is acknowledged that the Consultant’s services under the contract this Agreement are personal services and may not be assumed by or assigned by a trustee in bankruptcy. 8.5 In the event of termination, the Consultant shall promptly deliver to the Town copies of all Instruments of Service developed under this Agreement to the time of termination subject to the restrictions on use and re-use of Instruments of Service set forth in Article 6 “Use of Consultant’s Drawings, Specifications, and Documents”.‌