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, 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 shalt 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 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
Professional Engineer Representative. At all times, Professional Engineer 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 Professional
Engineer 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
