CITY OF NASHUA
PROFESSIONAL SERVICES
GENERAL TERMS AND CONDITIONS
EXHIBIT C
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 OWNER 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 OWNER 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 OWNER to resume performance.
In the event of a termination for cause, ENGINEER shall receive all amounts due and not previously paid
to 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 OWNER by reasons of ENGINEER's failure. ENGINEER shall not
be relieved of liability to the OWNER for damages sustained from the failure, and the OWNER may
withhold any payment to the ENGINEER until such time as the exact amount of damages due to the
OWNER is determined. All claims for payment by the ENGINEER must be submitted to the OWNER
within 30 days of the effective date of the notice of termination.
If after termination for the failure of ENGINEER to adhere to all the terms and conditions of the contract
or for failure to satisfactorily, in the sole opinion of the OWNER, pursue the project or to complete work
in a timely and professional manner, it is: determined: that ENGINEER had not so failed, the termination
shall be deemed to have been a termination at will. In that event, the OWNER shall make an equitable
adjustment in the compensation paid to ENGINEER. ‘The adjustment shall include a reasonable profit for
services or other work performed up to the effectivé date of termination less all previous payments.
In order that the ENGINEER shall receive payment under termination notice of any part of the work, all
plans, drawings, tracings, field notes, estimates, specifications, proposals, sketches, diagrams, and
calculations, together with all other materials and data collected or prepared in connection with the
PROJECT shall be transmitted to the OWNER in a form acceptable to the OWNER and DIVISION.
C. GENERAL PROVISIONS FOR TERMINATION. Upon termination of the contract, the
OWNER may take over the work and prosecute it to completion by agreement with another party or
otherwise. In the event ENGINEER shall cease conducting business, the OWNER shall have the right to
solicit applications for employment from any employee of the 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 ENGINEER's principals, officers, employees, agents, subcontractors, consultants, vendors, or suppliers
are expressly recognized to be within ENGINEER's control.
9. DISPUTE RESOLUTION. Any dispute not within the scope of section 7 or section 8 shall be
resolved under this paragraph. 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
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