L, Immediately discontinue work on the date and to the extent specified in the notice.
2. Provide the City of Nashua with a list of ail unperformed services.
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 City
of Nashua 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 City of Nashua 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 City of Nashua to resume performance.
In the event of a termination for cause, Service Provider shall receive all amounts due and not previously paid
to Service Provider 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 of Nashua by reasons of Service Provider's failure. Service Provider shall not be
relieved of liability to the City of Nashua for damages sustained from the failure, and the City of Nashua may
‘withhold any payment to the Service Provider until such time as the exact amount of damages due to the City
of Nashua is determined. All claims for payment by the Service Provider must be submitted to the City of
Nashua within 30 days of the effective date of the notice of termination.
If after termination for the failure of Service Provider 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 Service Provider 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 Service Provider such that
Service Provider receives total compensation in the same amount as it would have received in the event of a
termination-at-will.
Cc. 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.
Upon termination of the contract or in the event Service Provider shall cease conducting business, the City of
Nashua shall have the right to solicit applications for employment from any employee of the Service Provider
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 Service
Provider's principals, officers, employees, agents, sub-contractors, sub consultants, vendors, or "Suppliers are
expressly recognized to be within Service Provider's control.
7. 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 Service Provider Representative. At all times, Service Provider 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.
8. NO DAMAGES FOR DELAY. Apart from a written extension of time, no payment, compensation, or
adjustment of any kind shall be made to Service Provider for damages because of hindrances or delays in the
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