CITY OF NASHUA
PROFESSIONAL SERVICES
GENERAL TERMS AND CONDITIONS
By mutual agreement on March 3, 2016
City of Nashua and Woodard & Curran
Except as provided in this paragraph, Professional Engineer shall implement no change unless the City in
writing approves the change. Unless otherwise agreed to in writing, the provisions of this contract shall
apply to all changes. The City may provide verbal approval of a change when the City, in its sole
discretion, determines that time is critical or public health and safety are of concern. Any verbal approval
shall be confirmed in writing as soon as practicable. Any change undertaken without prior City approval
shall not be compensated and is, at the City's election, sufficient reason for contract termination.
6. Ciry COOPERATION. The City agrees that its personnel will cooperate with Professional
Engineer in the performance of its work under this contract and that such personnel will be available to
Professional Engineer for consultation at reasonable times and after being given sufficient advance notice
that will prevent conflict with their other responsibilities. The City also agrees to provide Professional
Engineer with access to City records in a reasonable time and manner and to schedule items that require
action by the Board of Public Works and Finance Committee in a timely manner. The City and
Professional Engineer also agree to attend all meetings called by the City or Professional Engineer to
discuss the work under the Contract, and that Professional Engineer may elect to conduct and record such
meetings and shall later distribute prepared minutes of the meeting to the City.
7. DISCOVERY OF CONFLICTS, ERRORS, OMISSIONS, AMBIGUITIES, OR DISCREPANCIES.
Professional Engineer warrants that it has examined all contract documents, has brought all conflicts,
errors, discrepancies, and ambiguities to the attention of the City in writing, and has concluded that the
City's resolution of each matter is satisfactory to Professional Engineer. All future questions Professional
Engineer may have concerning interpretation or clarification of this contract shall be submitted in writing
to the City within 10 calendar days of their arising. The writing shall state clearly and in full detail the
basis for Professional Engineer's question or position. The City representative shall render a decision
within 15 calendar days. The City's decision on the matter is final. Any work affected by a conflict,
error, omission, or discrepancy which has been performed by Professional Engineer prior to having
received the City's resolution shall be at Professional Engineer's risk and expense. 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 of the City. Professional Engineer is
responsible for requesting clarification or interpretation and is solely liable for any cost or expense arising
from its failure to do so.
8. TERMINATION OF CONTRACT
A. TERMINATION, ABANDONMENT, OR SUSPENSION AT WILL. The City, in its sole
discretion, shall have the right to terminate, abandon, or suspend all or part of the project and contract at
will. If the City chooses to terminate, abandon, or suspend all or part of the project, it shall provide
Professional Engineer 10 day’s written notice of its intent to do so.
If all or part of the project is suspended for more than 90 days, the suspension shall be treated as a
termination at will of all or part of the project and contract.
Upon receipt of notice of termination, abandonment, or suspension at will, Professional Engineer shall:
1. Immediately discontinue work on the date and to the extent specified in the notice.
2. Place no further orders or subcontracts 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.
GC 5 of 13
