CITY OF NASHUA
PROFESSIONAL SERVICES
GENERAL TERMS AND CONDITIONS
By mutual agreement on March 3, 2016
City of Nashua and Woodard & Curran
3. Immediately make every reasonable effort to obtain cancellation upon terms satisfactory
to the City of all orders or subcontracts to the extent they relate to the performance of
work terminated, abandoned, or suspended under the notice, assign to the City any orders
or subcontracts specified in the notice, and revoke agreements specified in the notice.
4. Not resume work after the effective date of a notice of suspension until receipt of a
written notice from the City to resume performance.
In the event of a termination, abandonment, or suspension at will, 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 and compensation for work thereafter
completed as specified in the notice. No amount shall be allowed or paid for anticipated profit on
unperformed services or other unperformed work.
B. TERMINATION FOR CAUSE. ‘This agreement may be terminated by the City on 10
calendar day’s written notice to Professional Engineer in the event of a failure by Professional Engineer to
adhere to all the terms and conditions of the contract or for failure to satisfactorily, in the sole opinion of
the City, pursue the project or to complete work in a timely and professional manner. Professional
Engineer shall be given an opportunity for consultation with the City 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 fails to pay Professional Engineer for 30 days after the
date of approval of any submitted invoice forms and progress reports.
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 by reasons of Professional Engineer's
failure. Professional Engineer shall not be relieved of liability to the City for damages sustained from the
failure, and the City may withhold any payment to the Professional Engineer until such time as the exact
amount of damages due to the City is determined. All claims for payment by the Professional Engineer
must be submitted to the City within 30 days of the effective date of the notice of termination.
If after termination for the failure of Professional Engineer to adhere to all the terms and conditions of the
contract or for failure to satisfactorily, in the sole opinion of the City, pursue the project or to complete
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 shall make an
equitable adjustment in the compensation paid to Professional Engineer. The adjustment shall include a
reasonable profit for services or other work performed up to the effective date of termination less all
previous payments.
CG GENERAL PROVISIONS FOR TERMINATION. Upon termination of the contract, the City
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 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
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