10.
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, Service Provider shall receive all amounts due and not
previously paid to Service Provider 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 Service Provider's failure. Service Provider 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
Service Provider until such time as the exact amount of damages due to the City of Nashua is
determined. All claims for payment by the Service Provider 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 Service Provider 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
Service Provider 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 Service Provider such that Service Provider 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 Service Provider shall cease conducting business, the City of Nashua shall
have the right to solicit applications for employment from any employee of the Service Provider
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 Service Provider's principals, officers, employees, agents, subcontractors,
consultants, vendors, or suppliers are expressly recognized to be within Service Provider'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 Service Provider Representative. At
all times, Service Provider 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, the
parties may request that the dispute be submitted to the Board of Public Works for resolution. If
the parties are dissatisfied with the decision of the Board of Public Works, 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 Service Provider for damages because of hindrances or
delays in the progress of the work from any cause, and Service Provider agrees to accept in full
GC 5o0f11
