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 1s 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, Independent Contractor shall receive all amounts due and
not previously paid to Independent Contractor 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 Independent Contractor's failure. Independent Contractor 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 Independent Contractor until such time as the exact
amount of damages due to the City of Nashua is determined. All claims for payment by the
Independent Contractor 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 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 the City of Nashua Representative and a Independent Contractor
Representative. At all times, 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
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