In the event of a termination for cause, Custom Computer Specialists, Inc, shall receive all
amounts due and not previously paid to Custom Computer Specialists, Inc. 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. All claims for payment by the Custom Computer Specialists, Inc. must
be submitted to the City of Nashua within 30 days of the effective date of the notice of
termination. Any such payment may be adjusted to the extent of any additional costs occasioned to the
City of Nashua by reasons of Custom Computer Specialists, Inc.’s failure. Custom Computer
Specialists, Inc. 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 Custom Computer Specialists, Inc. until
such time as the exact amount of damages due to the City of Nashua is determined. All claims for
payment by Custom Computer Specialists, Inc. 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 Custom Computer Specialists, Inc. 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 Custom Computer Specialists, Inc. 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 Custom Computer Specialists, Inc. such that Custom Computer Specialists,
Inc. receives total compensation in the same amount as it would have received in the event of a
termination-at-will.
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 Custom Computer Specialists, Inc. shall cease conducting
business, the City of Nashua shall have the right to solicit applications for employment from any
employee of the Custom Computer Specialists, Inc. assigned to the performance of the contract.
Neither party shall be considered in default of the 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 Custom Computer Specialists, Inc.’s principals,
officers, employees, agents, sub-contractors, sub consultants, vendors, or suppliers are expressly
recognized to be within Custom Computer Specialists, Inc.’s control.
9. 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 of Nashua of Nashua
Representative and a Custom Computer Specialists, Inc.’s Representative. At all times, Custom
Computer Specialists, Inc. 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 of Nashua 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 Alderman for resolution. Ifthe parties are dissatisfied with the decision of the Board of
Alderman, 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.
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