10.
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 an
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 as described above within 30 days, if requested in writing
by either the City of Nashua or the Independent Contractor within 14 days after the 30 days
described above,, the parties shall attempt to resolve the dispute by entering into structured
non-binding negotiations with the assistance of a mediator on a without prejudice basis. The
mediator shall be appointed by agreement of the parties, which agreement shall not be
unreasonably withheld. If the parties cannot agree to a mediator within 30 days or the dispute
cannot be settled within a period of thirty (30) days with the mediator, the parties’ reserve the
right to pursue any available legal and/or equitable remedies for any breaches of this contract
except as that right may be limited by the terms of this contract.
No Damages for Delay. Apart from a written extension of time, no payment, compensation, or
adjustment of any kind shall be made to Independent Contractor for damages because of
hindrances or delays in the progress of the work from any cause, and Independent Contractor
agrees to accept in full satisfaction of such hindrances and delays any extension of time that
the City of Nashua may provide.
GC 6 of 13
