TERMINATION, SUSPENSION OR ABANDONMENT. 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 to the fault of the 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 Town to recover damages occasioned by any default of the Consultant, to the extent not due to the fault of the Town, or their respective other consultants, in whole or part, or to set off such damages against amounts otherwise owed to the Consultant. If the Project is suspended by the Owner for more than one hundred and twenty (120) consecutive days 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 (180) consecutive days 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. 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. For purposes of this section, it is acknowledged that the Consultant’s services under this Agreement are personal services and may not be assumed by or assigned by a trustee in bankruptcy.
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TERMINATION, SUSPENSION OR ABANDONMENT. 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 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 Town to recover damages occasioned by any default of the Consultant, to the extent not due to the fault of the Town, or their respective other consultants, in whole or part, or to set off such damages against amounts otherwise owed to the Consultant. If the Project is suspended by the Owner for more than one hundred and twenty (120) consecutive days 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 (180) consecutive days 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. 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 10010% 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. For purposes of this section, it is acknowledged that the Consultant’s services under this Agreement the contract are personal services and may not be assumed by or assigned by a trustee in bankruptcy.. 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”. MISCELLANEOUS PROVISIONS This Agreement shall be governed by the laws of Massachusetts. To the maximum extent permitted by law, the Consultant, at its expense, shall indemnify, hold harmless and defend with counsel acceptable to the Owner, the Owner and any of its or their boards, committees, subcommittees, commissions and other affiliated or related entities and/or its officials, members, directors, officers and employees from and against all claims, causes of action, suits, demands, losses, damages, liabilities and expenses (including reasonable attorneys’ fees) to the extent the same result from the misconduct, breach or negligence (including without limitation negligent professional acts, errors or omissions) of the Consultant or its subconsultants in performance of Services under this Agreement. The Consultant shall cause this indemnity obligation to be insured under its commercial general liability and professional liability insurance policies, as applicable, to the extent that such obligation is covered by generally available policy terms or endorsements and subject to the terms, conditions and exclusions of the Consultant’s insurance policies. Such obligation shall not be construed to negate or abridge any other obligation of indemnification running to the benefit of the Owner or such other indemnitees that would otherwise exist. This indemnification and hold harmless agreement shall not be limited by any provision of insurance required pursuant to Paragraph 12.1 of this Agreement. The Consultant shall specifically include in its agreements with its Consultants an indemnification provision identical in substance to the provisions of this Paragraph 9.2, by which each subconsultant agrees to indemnify the Consultant and the Owner. To the extent permitted by law, the Owner agrees to indemnify and hold harmless the Consultant and its subconsultants and their respective affiliates or related entities and/or their, members, directors, officers and employees from and against all claims, causes of action, suits, demands, losses, damages, liabilities and expenses (including reasonable attorneys’ fees), claims or disputes resulting from the misconduct, breach, negligent errors or omissions, or wrongful act of the Owner’s Consultant’s or subconsultants of any tier, to the extent that such claims, causes of action, suits, demands, losses, damages, liabilities and expenses (including reasonable attorneys’ fees), claims or disputes result, arise from, or directly relate to the Consultant or its subconsultants Services under this Agreement. The Owner and the Consultant waive all rights against each other and against the contractors, consultants, agents and employees of the other for property damage, but only to the extent such property damage is covered by property insurance maintained by the Owner or the Consultant, as applicable, and only to the extent that such waiver shall not result in a denial or reduction in coverage under such property insurance policies. The Owner and the Consultant shall each require similar waivers from their contractors, consultants and agents. This Agreement shall be binding upon and inure to the benefit of the Owner and Consultant and their respective successors, assigns and legal representatives. Neither the Consultant nor the Owner shall directly or indirectly assign this Agreement without the written consent of the other. This Agreement including all Exhibits thereto represents the entire and integrated agreement between the Owner and Consultant and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both the Owner and the Consultant. Nothing contained in this Agreement shall create a contractual relationship with or cause of action in favor of a third party against either the Owner or the Consultant. The Consultant and the Consultant’s Consultants shall have no right to take, collect, test or analyze soil or water samples from the Project site and shall have no responsibility for the handling, removal or disposal of hazardous materials in any form at the Project site, including but not limited to asbestos, asbestos products, polychlorinated biphenyl (PCB) or other toxic substances. If any such hazardous materials are encountered at the Project site, and a Licensed Site Professional (LSP), retained by the Owner at its sole expense, reasonably determines that the Consultant’s continued performance of any of its Services hereunder could expose the Consultant to loss, damage or liability as a result of the presence of such hazardous materials, the Consultant may, upon reasonable prior notice to the Owner, suspend performance of those of its Services affected thereby until adequate arrangements are made by the Owner to remediate the hazardous materials. Any and all notices, demands, consents, approvals, requests, offers, elections and other communications required or permitted under this Agreement (“notice”) shall be given in writing and the same shall be delivered either in hand, by telecopier with hard copy confirmation of transmission, or by mail or Federal Express or similar expedited commercial carrier, addressed to the recipient of the notice, postpaid and registered or certified with return receipt requested (if by mail), or with all delivery charges prepaid (if by Federal Express or similar carrier). If, pursuant to the provisions of this Agreement, a notice is required to be given or delivered on or before a specific date which is not a business day, the deadline for giving such notice shall automatically be extended to the next following business day. All notices required or permitted to be sent hereunder shall be deemed to have been given for all purposes of this Agreement upon the date of confirmed transmission, in the case of a notice by telecopier, and, in all other cases, upon the date of receipt or refusal of delivery, except that if a notice is so given on a day which is not a business day, such notice shall be deemed to have been given on the next following business day. All such notices shall be addressed, if to the Owner to: Xxxxxx Xxxxxx Town Manager Town of Acton 000 Xxxx Xxxxxx Xxxxx, Xxxxxxxxxxxxx 00000 and if to the Consultant, to: [ ] By notice given as herein provided, the parties hereto and their respective successors and assigns shall have the right from time to time and at any time during the term of this Agreement to change their respective addresses effective upon receipt by the other parties of such notice and each shall have the right to specify as its address any other address within the United States of America. No action or inaction by the Owner or the Consultant pursuant to this Agreement or with respect to the Project shall operate as a waiver of any rights under this Agreement, except as expressly provided herein. No official, member, director, officer, consultant, trustee, joint venturer, partner, beneficiary, employee, volunteer, agent or representative of the Owner or any affiliate or related entity of the Owner shall be individually or personally liable to the Consultant under any term or provision of this Agreement for the Owner’s payment obligations or otherwise, or because of any breach hereof, or otherwise liable in connection with any claim or matter arising out of this Agreement or the Project, the Consultant agreeing to look solely to the assets of the Owner for the satisfaction of any liability of the Owner hereunder. In no event shall the Owner be liable to the Consultant except for payment for services rendered pursuant to and in accordance with this Agreement. Neither Owner nor Consultant or any affiliate or related entity of either shall ever be liable to the other for indirect, special, incidental or consequential damages, or for damages or loss from causes beyond their respective reasonable control arising from or related to this Agreement. Duties, responsibilities and limitations of authority of the Consultant under any provision of this Agreement shall not be restricted, modified or extended except by the written agreement of the Owner and the Consultant. The Owner’s review, approval, acceptance or payment for Services under this Agreement shall not operate as a waiver of any rights under this Agreement. The rights and remedies of the Owner provided for under this Agreement are in addition to and not in limitation of any other rights or remedies provided by law or in equity. The Owner may assert a right to recover damages either during or after performance of this Agreement. If any provision of this Agreement shall to any extent be held invalid or unenforceable, the remainder of this Agreement shall not be deemed affected thereby. Under this Agreement, the Consultant is obligated to ensure that the Project be conducted, and that all services and other work performed by the Consultant under the Agreement shall be performed in a manner consistent with Consultant’s standard of care set forth in paragraph 1.1.3, so as to comply with all applicable federal, State and municipal laws, regulations, codes, and ordinances, including regulations pertaining to approvals for state grants. The provisions of Article 6, Article 7, Paragraph 9.2, Paragraph 9.8, Paragraph 9.9, Paragraph 9.10, Paragraph 10.6.1, Paragraph 12.1, and any other provisions of this Agreement that by their terms or by implication are intended to continue in effect after the expiration (full performance) or earlier termination of this Agreement, shall survive the expiration (full performance) or termination for any reason of this Agreement. PAYMENTS TO THE CONSULTANT REIMBURSABLE EXPENSES
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Samples: Agreement
TERMINATION, SUSPENSION OR ABANDONMENT. 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 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 Town to recover damages occasioned by any default of the Consultant, to the extent not due to the fault of the Town, or their respective other consultants, in whole or part, or to set off such damages against amounts otherwise owed to the Consultant. If the Project is suspended by the Owner for more than one hundred and twenty (120) consecutive days 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 (180) consecutive days 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. 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. 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.
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Samples: Agreement
