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 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 make an equitable
adjustment in the compensation paid to Service Provider. The adjustment shall include a reasonable profit for
services or other work performed up to the effective date of termination less all previous payments.
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.
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, 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
progress of the work from any cause, and Service Provider agrees to accept in full satisfaction of such
hindrances and delays any extension of time that the City of Nashua may provide.
9. INSURANCE. Service Provider shall carry and maintain in effect during the performance of services
under this contract:
> General liability insurance in the amount of $1,000,000 per occurrence, $2,000,000 aggregate;
> Motor Vehicle Liability: $1,000,000 Combined Single Limit;
*Coverage must include all owned, non-owned and hired vehicles.
> Workers’ Compensation Coverage in compliance with the State of NH Statutes,
$100,000/$500,000/$100,000.
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