10.
11.
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 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.
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.
No Damages for Delay. Apart from a written extension of time, no payment, compensation,
or adjustment of any kind shall be made to Professional Engineer for damages because of
hindrances or delays in the progress of the work from any cause, and Professional Engineer
agrees to accept in full satisfaction of such hindrances and delays any extension of time that
the City of Nashua may provide.
Insurance. Professional Engineer shall carry and maintain in effect during the performance
of services under this contract:
> General Liability insurance in the amount of $1,000,000 per occurrence;
$2,000,000 aggregate;
> $1,000,000 Combined Single Limit Automobile Liability;
*Coverage must include all owned, non-owned and hired vehicles.
> $1,000,000 Profession Liability;
GC 6 of 13
