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 Architect shall receive all amounts due and
not previously paid to Professional Architect 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 Architect's failure. Professional Architect 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 Architect until such time as the exact amount of damages
due to the City of Nashua is determined. All claims for payment by the Professional Architect
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 Architect to adhere to any of the terms and
conditions of the contract or for failure to satisfactorily, m 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 Architect 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 Architect such that Professional Architect 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 Professional Architect shall cease conducting business, the City of Nashua
shall have the right to solicit applications for employment from any employee of the Professional
Architect 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 Professional Architect's principals, officers, employees, agents,
subcontractors, consultants, vendors, or suppliers are expressly recognized to be within
Professional Architect'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 shali 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 Professtonal Architect Representative.
At all times, Professional Architect 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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