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, Professional Consultant shall receive all amounts due and
not previously paid to Professional Consultant 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 Professional Consultant's failure. Professional Consultant 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 Professional Consultant until such time as the exact amount of damages due to the
City of Nashua is determined. All claims for payment by the Professional Consultant 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 Professional Consultant 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 Professional Consultant 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 Professional Consultant such that Professional Consultant receives total
compensation in the same amount as it would have received in the event of atermination-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 Professional Consultant shall cease conducting business, the City of Nashua
shall have the right to solicit applications for employment from any employee of the Professional
Consultant assigned to the performance of thecontract.
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 Professional Consultant's principals, officers, employees, agents, subcontractors,
consultants, vendors, or suppliers are expressly recognized to be within Professional Consultant'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 the City of Nashua Representative and a Professional Consultant
Representative. At all times, Professional Consultant 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
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