10.
If after termination for the failure of Independent Contractor 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 Independent Contractor 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 Independent Contractor such that Independent
Contractor 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 Independent Contractor shall cease conducting business, the City of
Nashua shall have the right to solicit applications for employment from any employee of the
Independent Contractor 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 Independent Contractor's principals, officers, employees, agents,
subcontractors, consultants, vendors, or suppliers are expressly recognized to be within
Independent Contractor'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 a City of Nashua Representative and the Independent Contractor’s
Representative. At all times, the Independent Contractor 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, if requested in writing by either the City of Nashua or the
Independent Contractor_within |4 days after the 30 days described above , the parties shall attempt
to resolve the dispute by entering into structured non-binding negotiations with the assistance of
a mediator on a without prejudice basis. The mediator shall be appointed by agreement of the
parties, which agreement shall not be unreasonably withheld. If the parties cannot agree to a
mediator within 30 days or the dispute cannot be settled within a period of thirty (30) days with
the mediator, 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 Independent Contractor for damages because of
hindrances or delays in the progress of the work from any cause, and Independent Contractor
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