Independent Contractor, the City of Nashua fails to pay Independent Contractor for 45 days after
the date of approval by the City of Nashua of any Application for Payment.
Upon receipt of notice of termination for cause, Independent Contractor shall:
1. Immediately discontinue work on the date and to the extent specified in the notice.
. Provide the City of Nashua with a list of all unperformed services.
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. Notresume 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, Independent Contractor shall receive all amounts due and
not previously paid to Independent Contractor 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 Independent Contractor's failure. Independent Contractor 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 Independent Contractor until such time as the exact amount of damages due to
the City of Nashua is determined. All claims for payment by the Independent Contractor 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 Independent Contractor 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 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
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