10.
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 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 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.
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 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.
INSURANCE Service Provider shall carry and maintain in effect during the performance of services
under this contract:
> General Liability insurance in the amount of $1,000,000 per occurrence; $2,000,000
aggregate;
¥ $1,000,000 Combined Single Limit Automobile Liability;
*Coverage must include all owned, non-owned and hired vehicles.
$1,000,000 Profession Liability;
and Workers' Compensation Coverage in compliance with the State of New
Hampshire statutes, $100,000/$500,000/$ 100,000.
vv
Service Provider shall maintain in effect at all times during the performance under this contract all
specified insurance coverage with insurers. None of the requirements as to types and limits to be
maintained by Service Provider are intended to and shall not in any manner limit or qualify the
liabilities and obligations assumed by Service Provider under this contract. The City of Nashua
shall not maintain any insurance on behalf of Service Provider, Subcontractors are subject to the
same insurance requirements as Service Provider and it shall be the Service Provider's
responsibility to ensure compliance of this requirement.
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Exhibits Page 5 of 13
