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.
Cc. 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 such party. Delays arising from the actions or inactions of one or more
of Professional Engineer's principals, officers, employees, agents, subcontractors, consultants, vendors, or
suppliers are expressly recognized to be within Professional Engineer's control.
9. DISPUTE RESOLUTION. The parties shall attempt to resolve any dispute related to this contract
as follows. Either party shall provide to the other party, in writing and with full documentation to verify
and substantiate its decision, its stated position concerning the dispute. No dispute shall be considered
submitted and no dispute shall be valid under this provision unless and until the submitting party has
delivered the written statement of its position and full documentation to the other party. The parties shall
then attempt to resolve the dispute through good faith efforts and negotiation between the City of Nashua
Representative and a Professional Engineer Representative. At all times, Professional Engineer shall
carry on the work under this contract and maintain and complete work in accordance with the
requirements of the contract or determination or direction of the City of Nashua. If the parties are unable
to resolve their dispute as described above within 30 days, the parties may request that the dispute be
submitted to the Board of Public Works for resolution. If the parties are dissatisfied with the decision of
the Board of Public Works, the parties’ reserve the right to pursue any available legal and/or equitable
remedies for any breaches of this contract except as that right may be limited by the terms of this
contract.
GC 5 of 11
