26. Successors. This Contract shall inure to the benefit of and shall be
binding upon the parties to this Contract and their respective heirs, successors in interest,
and assigns. This Contract may only be assigned upon written approval and agreement of
the parties, which approval will not be unreasonably withheld. Any purported assignment
of this Contract without the prior written approval of all parties shall be null and void.
27. Governing Law. The parties acknowledge that the Contract Documents
have been negotiated and entered into in the State of New Hampshire, Hillsborough
County. The parties agree that the Contract Documents shall be governed by, interpreted.
under, and construed and enforced in accordance with the laws of the State of New
Hampshire. Venue for any action or proceeding relating to or arising out of the Contract
Documents shall be in the State of New Hampshire Superior Court Hillsborough County
South.
28. No Third Party Beneficiary Rights. This Contract is entered into for the
sole benefit of City and Seller. No other parties are intended to be direct or incidental
beneficiaries of this Contract and no third party shall have any right in, under or to this
Contract.
29. No Joint Venture or Other Relationship Created. The relationship
between City and Seller is that solely of a seller and a buyer and no joint venture,
partnership or other relationship is created or implied by the Contract Documents.
30. Fiscal Contingency. All payments under this Contract are contingent upon
the availability to the City of the necessary funds. This contract shall terminate and the
City’s obligations under it shall be extinguished at the end of any fiscal year in which the
City fails to appropriate monies for the ensuing fiscal year sufficient for the performance of
this contract.
Nothing in this Contract shall be construed to provide Seller with a right of payment over
any other entity. Any funds obligated by the City under this Contract that are not paid to
Seller shall automatically revert to the City’s discretionary control upon the completion,
termination, or cancellation of the Contract. The City shall not have any obligation to re-
award or to provide, in any manner, the unexpended funds to Seller, except for those
payments which are owed to the Seller due to amounts incurred by the Seller up to and
including the date it is determined by the City that the necessary funds are not available
(the “Lack of Funding Date”). Operator shall have no claim of any sort to the unexpended
funds following the Lack of Funding Date.
31. 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. Unless otherwise directed by the
City, at all times Seller shall continue performance under the Contract Documents while
8
