Contractor shall provide to the City of Nashua within 10 calendar days, a written proposal for accomplishing the
change. The proposal for a change shall provide enough detail, including personnel hours for each sub-task and
cost breakdowns of tasks, for the City of Nashua to be able to adequately analyze the proposal. The City of
Nashua will then determine in writing if Independent Contractor should proceed with any or all of the proposed
change, If the change causes an increase or a decrease in Independent Contractor's cost or time required for
performance of the contract as a whole, an equitable adjustment shall be made and the contract accordingly
modified in writing. Any claim of Independent Contractor for adjustment under this clause shall be asserted in
writing within 30 days of the date the City of Nashua notified Independent Contractor of the change.
When Independent Contractor seeks changes, Independent Contractor shall, before any work commences,
estimate their effect on the cost of the contract and on its schedule and notify the City of Nashua in writing of the
estimate. The proposal for a change shall provide enough detail, including personnel hours for each sub-task and
cost breakdowns of tasks, for the City of Nashua to be able to adequately analyze the proposal. The City of
Nashua will then determine in writing if Independent Contractor should proceed with any or all of the proposed
change.
Except as provided in this paragraph, Independent Contractor shall implement no change unless the City of
Nashua in writing approves the change. Unless otherwise agreed to in writing, the provisions of this contract
shall apply to all changes. The City of Nashua may provide verbal approval of a change when the City of Nashua,
in.its sole discretion, determines that time is critical or public health and safety are of concern, Any verbal
approval shail be confirmed in writing as soon as practicable. Any change undertaken without prior City of
Nashua approval shall not be compensated and is, at the City of Nashua's election, sufficient reason for contract
termination.
CITY OF NASHUA COOPERATION The City of Nashua agrees that its personnel will cooperate with Independent
Contractor in the performance of its work under this contract and that such personnel will be available to
Independent Contractor for consultation at reasonable times and after being given sufficient advance notice that
will prevent conflict with their other responsibilities. The City of Nashua also agrees to provide Independent
Contractor with access to City of Nashua records in a reasonable time and manner and to schedule items that
require action by the Finance Committee in a timely manner. The City of Nashua and Independent Contractor
also agree to attend all meetings called by the City of Nashua or Independent Contractor to discuss the work under
the Contract, and that Independent Contractor may elect to conduct and record such meetings and shall later
distribute prepared minutes of the meeting to the City of Nashua.
DISCOVERY OF CONFLICTS, ERRORS, OMISSIONS, AMBIGUITIES, OR DISCREPANCIES Independent Contractor
warrants that it has examined all contract documents, has brought all conflicts, errors, discrepancies, and
ambiguities to the attention of the City of Nashua in writing, and has concluded that the City of Nashua's
resolution of each matter is satisfactory to Independent Contractor. All future questions Independent Contractor
may have concerning interpretation or clarification of this contract shall be submitted in writing to the City of
Nashua within 10 calendar days of their arising. The writing shall state clearly and in full detail the basis for
Independent Contractor's question or position. The City of Nashua representative shall render a decision within
15 calendar days. The City of Nashua's decision on the matter is final. Any work affected by a conflict, error,
omission, or discrepancy which has been performed by Independent Contractor prior to having received the City
of Nashua's resolution shall be at Independent Contractor's risk and expense. 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 of the City of Nashua. Independent Contractor is responsible for requesting
clarification or interpretation and is solely liable for any cost or expense arising from its failure to do so.
TERMINATION OF CONTRACT
A. TERMINATION, ABANDONMENT, OR SUSPENSION AT WILL. The City of Nashua, in its sole discretion, shall
have the right to terminate, abandon, or suspend all or part of the project and contract at will. If the City of
Nashua chooses to terminate, abandon, or suspend all or part of the project, it shall provide Independent
Contractor 10 day’s written notice of its intent to do so.
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