Finance Committee - Agenda - 6/1/2022 - P76
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.
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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 right 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 is beyond the reasonable control of
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