30. SEVERABILITY GC--12
31. MODIFICATION OF CONTRACT AND ENTIRE AGREEMENT GC--12
32. CHOICE OF LAW AND VENUE GC--13
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GENERAL CONDITIONS
1, DEFINITIONS. Unless otherwise required by the context, "Professional Engineer” includes any of
the Professional Engineer's consultants, sub consultants, contractors, and subcontractors
2. PROFESSIONAL ENGINEER STATUS AND PROVISION OF WORKERS’ COMPENSATION
COVERAGE. The parties agree that Professional Engineer shall have the status of and shall perform all
work under this contract as a Professional Engineer, maintaining control over all its consultants, sub
consultants, contractors, or subcontractors. The only contractual relationship created by this contract is
between the City and Professional Engineer, and nothing in this contract shall create any contractual
relationship between the City and Professional Engineer's consultants, sub consultants, contractors, or
subcontractors. The parties also agree that Professional Engineer is not a City employee and that there
shall be no:
(1) Withholding of income taxes by the City:
(2) Industrial insurance coverage provided by the City;
(3) Participation in group insurance plans which may be available to employees of the
City;
(4) Participation or contributions by either the Professional Engineer or the City to the
public employee’s retirement system;
(5) Accumulation of vacation leave or sick leave provided by the City;
(6) Unemployment compensation coverage provided by the City.
Professional Engineer agrees, if applicable and before commencing any work under the contract, to
complete and to provide the following written request to its insurer:
Wright-Pierce has entered into a contract with the City of Nashua to perform work upon
receipt of an Executed Contract_and_a valid Purchase Order issued from the City and requests
that the Insurer provide to the City of Nashua 1) a certificate of coverage, and 2) notice of any
lapse in coverage or nonpayment of coverage that the Professional Engineer is required to
maintain. The certificate and notice should be mailed to:
Risk Management
City of Nashua
229 Main Street
Nashua, NH 03060
Professional Engineer agrees, if not exempt, to maintain required workers’ compensation coverage
throughout the entire term of the contract. If Professional Engineer does not maintain coverage
throughout the entire term of the contract, Professional Engineer agrees that City may, at any time the
coverage is not maintained by Professional Engineer, order the Professional Engineer to stop work,
suspend the contract, or terminate the contract. For each six-month period this contract is in effect,
Professional Engineer agrees, prior to the expiration of the six-month period, to provide another written
request to its insurer for the provision of a certificate and notice of lapse in or nonpayment of coverage. If
Professional Engineer does not make the request or does not provide the certificate before the expiration
of the six-month period, Professional Engineer agrees that City may order the Professional Engineer to
stop work, suspend the contract, or terminate the contract.
3. STANDARD OF CARE. Professional Engineer shall be responsible for the professional quality,
technical accuracy, timely completion, and coordination of all work performed under this contract.
Professional Engineer warrants that all work shall be performed with the degree of professional skill,
care, diligence, and sound practices and judgment that are normally exercised by recognized professional
firms with respect to services of a similar nature. It shall be the duty of Professional Engineer to assure at
its own expense that all work is technically sound and in conformance with all applicable federal, state,
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DIVISION 1
0779-021022
2022 SEWER REPLACEMENT PROJECT
> BID FORM
> BID SCHEDULE
> BID BOND
> CONTRACTORS QUALIFICATIONS
and local laws, statutes, regulations, ordinances, orders, or other requirements. In addition to all other
rights which the City may have, Professional Engineer shall, at its own expense and without additional
compensation, re-perform work to correct or revise any deficiencies, omissions, or errors in the work or
the product of the work or which result from Professional Engineer's failure to perform in accordance
with this standard of care. Any approval by the City of any products or services furnished or used by
Professional Engineer shall not in any way relieve Professional Engineer of the responsibility for
professional and technical accuracy and adequacy of its work. City review, approval, or acceptance of, or
payment for any of Professional Engineer's work under this contract shall not operate as a waiver of any
of the City's rights or causes of action under this contract, and Professional Engineer shall be and remain
liable in accordance with the terms of the contract and applicable law.
Professional Engineer shall furnish competent and skilled personnel to perform the work under this
contract. The City reserves the right to approve key personnel assigned by Professional Engineer to
perform work under this contract. Approved key personnel shall not be taken off of the project by
Professional Engineer without the prior written approval of the City, except in the event of termination of
employment. Professional Engineer shall, if requested to do so by the City, remove from the job any
personnel whom the City determines to be incompetent, dishonest, or uncooperative.
4, CITY REPRESENTATIVE. The City may designate a City representative for this contract. If
designated, all notices, project materials, requests by Professional Engineer, and any other communication
about the contract shall be addressed or be delivered to the City Representative.
5. CHANGES TO SCOPE OF WORK. The City may, at any time, by written order, make changes to
the general scope, character, or cost of this contract and in the services or work to be performed, either
increasing or decreasing the scope, character, or cost of Professional Engineer's performance under the
contract. Professional Engineer shall provide to the City within 10 calendar days, a written proposal for
accomplishing the change. The proposal for a change shall provide enough detail, including personnel
hours for each sub-task and cost breakdowns of tasks, for the City to be able to adequately analyze the
proposal. The City will then determine in writing if Professional Engineer should proceed with any or all
of the proposed change. If the change causes an increase or a decrease in Professional Engineer's cost or
time required for performance of the contract as a whole, an equitable adjustment shall be made and the
contract accordingly modified in writing. Any claim of Professional Engineer for adjustment under this
clause shall be asserted in writing within 30 days of the date the City notified Professional Engineer of the
change.
When Professional Engineer seeks changes, Professional Engineer shall, before any work commences,
estimate their effect on the cost of the contract and on its schedule and notify the City in writing of the
estimate. The proposal for a change shall provide enough detail, including personnel hours for each sub-
task and cost breakdowns of tasks, for the City to be able to adequately analyze the proposal. The City
will then determine in writing if Professional Engineer should proceed with any or all of the proposed
change.
Except as provided in this paragraph, Professional Engineer shall implement no change unless the City in
writing approves the change. Unless otherwise agreed to in writing, the provisions of this contract shall
apply to all changes. The City may provide verbal approval of a change when the City, in its sole
discretion, determines that time is critical or public health and safety are of concern. Any verbal approval
shall be confirmed in writing as soon as practicable. Any change undertaken without prior City approval
shall not be compensated and is, at the City's election, sufficient reason for contract termination.
6. CITY COOPERATION. The City agrees that its personnel will cooperate with Professional
Engineer in the performance of its work under this contract and that such personnel will be available to
Professional Engineer for consultation at reasonable times and after being given sufficient advance notice
that will prevent conflict with their other responsibilities. The City also agrees to provide Professional
Engineer with access to City records in a reasonable time and manner and to schedule items that require
GC 4 of 12
action by the Board of Public Works and Finance Committee in a timely manner. The City and
Professional Engineer also agree to attend all meetings called by the City or Professional Engineer to
discuss the work under the Contract, and that Professional Engineer may elect to conduct and record such
meetings and shall later distribute prepared minutes of the meeting to the City.
7. DISCOVERY OF CONFLICTS, ERRORS, OMISSIONS, AMBIGUITIES, OR DISCREPANCIES,
PROFESSIONAL Professional Engineer warrants that it has examined all contract documents, has brought
all conflicts, errors, discrepancies, and ambiguities to the attention of the City in writing, and has
concluded that the City's resolution of each matter is satisfactory to Professional Engineer. All future
questions Professional Engineer may have concerning interpretation or clarification of this contract shall
be submitted in writing to the City within 10 calendar days of their arising. The writing shall state clearly
and in full detail the basis for Professional Engineer's question or position. The City representative shall
render a decision within 15 calendar days. The City's decision on the matter is final. Any work affected
by a conflict, error, omission, or discrepancy which has been performed by Professional Engineer prior to
having received the City's resolution shall be at Professional Engineer's risk and expense. 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 of the City. Professional Engineer is
responsible for requesting clarification or interpretation and is solely liable for any cost or expense arising
from its failure to do so.
8. TERMINATION OF CONTRACT
A. TERMINATION, ABANDONMENT, OR SUSPENSION AT WILL. The City, in its sole
discretion, shall have the right to terminate, abandon, or suspend all or part of the project and contract at
will. If the City chooses to terminate, abandon, or suspend all or part of the project, it shall provide
Professional Engineer 10 day’s written notice of its intent to do so.
If all or part of the project is suspended for more than 90 days, the suspension shall be treated as a
termination at will of all or part of the project and contract.
Upon receipt of notice of termination, abandonment, or suspension at will, Professional Engineer shall:
1. Immediately discontinue work on the date and to the extent specified in the notice.
2. Place no further orders or subcontracts 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.
3. Immediately make every reasonable effort to obtain cancellation upon terms satisfactory
to the City of all orders or subcontracts to the extent they relate to the performance of
work terminated, abandoned, or suspended under the notice, assign to the City any orders
or subcontracts specified in the notice, and revoke agreements specified in the notice.
4. Not resume work after the effective date of a notice of suspension until receipt of a
written notice from the City to resume performance.
In the event of a termination, abandonment, or suspension at will, Professional Engineer shall receive all
amounts due and not previously paid to Professional Engineer for work satisfactorily completed in
accordance with the contract prior to the date of the notice and compensation for work thereafter
completed as specified in the notice. No amount shall be allowed or paid for anticipated profit on
unperformed services or other unperformed work.
B. TERMINATION FOR CAUSE. This agreement may be terminated by the City on 10
calendar day’s written notice to Professional Engineer in the event of a failure by Professional Engineer to
adhere to all the terms and conditions of the contract or for failure to satisfactorily, in the sole opinion of
the City, pursue the project or to complete work in a timely and professional manner. Professional
Engineer shall be given an opportunity for consultation with the City prior to the effective date of the
GC 5 of 12
termination. Professional Engineer may terminate the contract on 10 calendar days written notice if,
through no fault of Professional Engineer, the City fails to pay Professional Engineer for 30 days after the
date of approval of any submitted invoice forms and progress reports.
In the event of a termination for cause, Professional Engineer shall receive all amounts due and not
previously paid to Professional Engineer 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 by reasons of Professional Engineer's
failure. Professional Engineer shall not be relieved of liability to the City for damages sustained from the
failure, and the City may withhold any payment to the Professional Engineer until such time as the exact
amount of damages due to the City is determined. All claims for payment by the Professional Engineer
must be submitted to the City within 30 days of the effective date of the notice of termination.
If after termination for the failure of Professional Engineer to adhere to all the terms and conditions of the
contract or for failure to satisfactorily, in the sole opinion of the City, pursue the project or to complete
work in a timely and professional manner, it is determined that Professional Engineer had not so failed,
the termination shall be deemed to have been a termination at will. In that event, the City shall make an
equitable adjustment in the compensation paid to Professional Engineer. The adjustment shall include a
reasonable profit for services or other work performed up to the effective date of termination less all
previous payments.
Cc. GENERAL PROVISIONS FOR TERMINATION. Upon termination of the contract, the City
may take over the work and prosecute it to completion by agreement with another party or otherwise. In
the event Professional Engineer shall cease conducting business, the City shall have the right to solicit
applications for employment from any employee of the Professional Engineer 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 Professional Engineer's principals, officers, employees, agents, subcontractors, consultants, vendors, or
suppliers are expressly recognized to be within Professional Engineer's control.
9. DISPUTE RESOLUTION. Any dispute not within the scope of section 7 or section 8 shall be
resolved under this paragraph. 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 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. If the dispute is not resolved
within 30 days, either party may request that the dispute be submitted to the Board of Public Works for
final resolution. The decision of the Board of Public Works shall be final and binding on the parties. If
either party is dissatisfied with the decision of the Board of Public Works, that party may immediately
terminate the contract under this paragraph, with Professional Engineer being entitled to compensation for
work actually and satisfactorily performed up to the time of the termination and the City being entitled to
all contract materials in accordance with paragraph 21, and compensation for any additional damages or
expenses incurred in completing the work under the contract, including, without limitation, the costs of
securing the services of other Professional Engineers.
GC 6 of 12
10. NO DAMAGES FOR DELAY. Apart from a written extension of time, no payment, compensation,
or adjustment of any kind shall be made to Professional Engineer for damages because of hindrances or
delays in the progress of the work from any cause, and Professional Engineer agrees to accept in full
satisfaction of such hindrances and delays any extension of time that the City may provide.
11. INSURANCE. Professional Engineer 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
Professional Engineer 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 Professional Engineer are intended to and shall not in any manner limit or qualify the
liabilities and obligations assumed by Professional Engineer under this contract. The City of
Nashua shall not maintain any insurance on behalf of Professional Engineer. Subcontractors are subject to
the same insurance requirements as Professional Engineer and it shall be the Professional Engineer’s
responsibility to ensure compliance of this requirement.
Professional Engineer will provide the City of Nashua with certificates of insurance for coverage as listed
below and endorsements affecting coverage required by the contract within ten calendar days after the
City issues the notice of award. The City of Nashua requires thirty days written notice of cancellation or
material change in coverage. The certificates and endorsements for each insurance policy must be signed
by a person authorized by the insurer and who is licensed by the State of New Hampshire. General
Liability and Auto Liability policies must name the City of Nashua as an additional insured and
reflect on the certificate of insurance. Professional Engineer is responsible for filing updated certificates
of insurance with the City of Nashua's Risk Management Department during the life of the contract.
= All deductibles and self-insured retentions shall be fully disclosed in the certificate(s) of
insurance.
= If aggregate limits of less than $2,000,000 are imposed on bodily injury and property damage,
Professional Engineer must maintain umbrella liability insurance of at least $1,000,000. All
aggregates must be fully disclosed on the required certificate of insurance.
= The specified insurance requirements do not relieve Professional Engineer of its responsibilities
or limit the amount of its liability to the City or other persons, and Professional Engineer is
encouraged to purchase such additional insurance, as it deems necessary.
« The insurance provided herein is primary, and no insurance held or owned by the City of Nashua
shall be called upon to contribute to a loss.
= Professional Engineer is responsible for and required to remedy all damage or loss to any
property, including property of the City, caused in whole or part by Professional Engineer or
anyone employed, directed, or supervised by Professional Engineer.
12. INDEMNIFICATION Regardless of any coverage provided by any insurance, Professional Engineer
agrees to indemnify and-shal-defend and hold harmless the City, its agents, officials, employees and
authorized representatives and their employees from and against any and all suits, causes of action, legal
or administrative proceedings, arbitrations, claims, demands, damages, liabilities, interest, attorney’s fees,
costs and expenses of any kind or nature in any manner caused, occasioned, or contributed to in whole or
in part by reason of any negligent act, omission, or fault or willful misconduct, whether active or passive,
of Professional Engineer or of anyone acting under its direction or control or on its behalf in connection
with or incidental to the performance of this contract. Professional Engineer’s indemnity, defense and
GC 7 of 12
hold harmless obligations, or portions thereof, shall not apply to liability caused by the sole negligence or
willful misconduct of the party indemnified or held harmless.
13. FISCAL CONTINGENCY. All payments under this contract are contingent upon the availability to
the City of the necessary funds. This contract shall terminate and the City's obligations under it shall be
extinguished at the end of any fiscal year in which the City fails to appropriate monies for the ensuing
fiscal year sufficient for the performance of this contract.
Nothing in this contract shall be construed to provide Professional Engineer with a right of payment over
any other entity. Any funds obligated by the City under this contract that are not paid to Professional
Engineer shall automatically revert to the City’s discretionary control upon the completion, termination,
or cancellation of the agreement. The City shall not have any obligation to re-award or to provide, in any
manner, the unexpended funds to Professional Engineer. Professional Engineer shall have no claim of any
sort to the unexpended funds.
14. COMPENSATION. Review by the City of Professional Engineer's submitted monthly invoice
forms and progress reports for payment will be promptly accomplished by the City. If there is insufficient
information, the City may require Professional Engineer to submit additional information. Unless the
City, in its sole discretion, decides otherwise, the City shall pay Professional Engineer in full within 30
days of approval of the submitted monthly invoice forms and progress reports.
15. COMPLIANCE WITH APPLICABLE LAWS. Professional Engineer, at all times, shall fully and
completely comply with all applicable local, state and federal laws, statutes, regulations, ordinances,
orders, or requirements of any sort in carrying out the obligations of this contract, including, but not
limited to, all federal, state, and local accounting procedures and requirements, all immigration and
naturalization laws, and the Americans With Disabilities Act. Professional Engineer shall, throughout the
period services are to be performed under this contract, monitor for any changes to the applicable laws,
statutes, regulations, ordinances, orders, or requirements, shall promptly notify the City in writing of any
changes to the same relating to or affecting this contract, and shall submit detailed documentation of any
effect of the change in terms of both time and cost of performing the contract.
16. NONDISCRIMINATION. If applicable or required under any federal or state law, statute,
regulation, order, or other requirement, Professional Engineer agrees to the following terms. Professional
Engineer will not discriminate against any employee or applicant for employment because of physical or
mental handicap in regard to any position for which the employee or applicant for employment is
qualified. Professional Engineer agrees to take affirmative action to employ, advance in employment, or
to otherwise treat qualified, handicapped individuals without discrimination based upon physical or
mental handicap in all employment practices, including but not limited to the following: employment,
upgrading, demotion, transfer, recruitment, advertising, layoff, termination, rates of pay, or other forms of
compensation and selection for training, including apprenticeship.
Without limitation of the foregoing, Professional Engineer's attention is directed to 41 C.F.R. § 60-1.4,
and the clause entitled "Equal Opportunity Clause" which, by reference, is incorporated into this contract,
to 41 C.F.R. § 60-250 et seq. and the clause entitled "Affirmative Action Obligations of Professional
Engineers and Subcontractor for Disabled Veterans and Veterans of the Vietnam Era," which, by
reference, is incorporated in this contract, and to 41 C.F.R. § 60-471 and the clause entitled "Affirmative
Action Obligations of Professional Engineers and Subcontractors for Handicapped Workers," which, by
this reference, is incorporated in this contract.
Professional Engineer agrees to assist disadvantaged business enterprises in obtaining business
opportunities by identifying and encouraging disadvantaged suppliers, consultants, and sub consultants to
participate to the extent possible, consistent with their qualification, quality of work, and obligation of
Professional Engineer under this contract.
GC 8 of 12
In connection with the performance of work under this contract, Professional Engineer agrees not to
discriminate against any employee or applicant for employment because of race, creed, color, national
origin, sex, age, or sexual orientation. This agreement includes, but is not limited to, the following:
employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or
termination, rates of pay or other forms of compensation, and selection for training, including
apprenticeship.
Professional Engineer agrees, if applicable, to insert these provisions in all subcontracts, except for
subcontracts for standard commercial supplies or raw materials. Any violation of any applicable
provision by Professional Engineer shall constitute a material breach of the contract.
17. FEDERAL SUBCONTRACTING REQUIREMENTS. If Professional Engineer awards a subcontract
under this contract, Professional Engineer, if applicable, shall use the following alternative steps:
A. Using the services of the Small Business Administration and the Minority
Business Development Agency of the United States Department of Commerce,
as appropriate; and
B. Requiring the subcontractor, if it awards subcontracts, to take the affirmative
steps set forth in paragraph A.
If applicable, Professional Engineer agrees to complete and submit to the City a Minority Business
Enterprise/‘Woman Business Enterprise (MBE/WBE) Utilization Report (Standard Form 334) within 30
days after the end of each fiscal quarter until the end of the contract.
18. ENDORSEMENT. Professional Engineer shall seal and/or stamp and sign professional documents
including drawings, plans, maps, reports, specifications, and other instruments of service prepared by
Professional Engineer or under its direction as required under the laws of the State of New Hampshire.
19, ASSIGNMENT, TRANSFER, DELEGATION, OR SUBCONTRACTING. Professional Engineer shall
not assign, transfer, delegate, or subcontract any rights, obligations, or duties under this contract without
the prior written consent of the City. Any such assignment, transfer, delegation, or subcontracting
without the prior written consent of the City is void. Any consent of the City to any assignment, transfer,
delegation, or subcontracting shall only apply to the incidents expressed and provided for in the written
consent and shall not be deemed to be a consent to any subsequent assignment, transfer, delegation, or
subcontracting. Any such assignment, transfer, delegation, or subcontract shall require compliance with
or shall incorporate all terms and conditions set forth in this agreement, including all incorporated
Exhibits and written amendments or modifications. Subject to the foregoing provisions, the contract
inures to the benefit of, and is binding upon, the successors and assigns of the parties.
20. CITY INSPECTION OF CONTRACT MATERIALS. The books, records, documents and accounting
procedures and practices of Professional Engineer related to this contract shall be subject to inspection,
examination and audit by the City, including, but not limited to, the contracting agency, the Board of
Public Works, Corporation Counsel, and, if applicable, the Comptroller General of the United States, or
any authorized representative of those entities.
21. DISPOSITION OF CONTRACT MATERIALS. Any books, reports, studies, photographs, negatives
or other documents, data, drawings or other materials, including but not limited to those contained in
media of any sort (e.g., electronic, magnetic, digital) prepared by or supplied to Professional Engineer in
the performance of its obligations under this contract shall be the exclusive property of the City and all
such materials shall be remitted and delivered, at Professional Engineer's expense, by Professional
Engineer to the City upon completion, termination, or cancellation of this contract. Alternatively, if the
City provides its written approval to Professional Engineer, any books, reports, studies, photographs,
negatives or other documents, data, drawings or other materials including but not limited to those
contained in media of any sort (e.g., electronic, magnetic, digital) prepared by or supplied to Professional
GC 9 of 12
Engineer in the performance of its obligations under this contract must be retained by Professional
Engineer for a minimum of four years after final payment is made and all other pending matters are
closed. If, at any time during the retention period, the City, in writing, requests any or all of the materials,
then Professional Engineer shall promptly remit and deliver the materials, at Professional Engineer's
expense, to the City. Professional Engineer shall not use, willingly allow or cause to have such materials
used for any purpose other than the performance of Professional Engineer's obligations under this contract
without the prior written consent of the City.
22, PUBLIC RECORDS LAW, COPYRIGHTS, AND PATENTS. Professional Engineer expressly agrees
that all documents ever submitted, filed, or deposited with the City by Professional Engineer (including
those remitted to the City by Professional Engineer pursuant to paragraph 21), unless designated as
confidential by a specific statue of the State of New Hampshire, shall be treated as public records and
shall be available for inspection and copying by any person, or any governmental entity.
No books, reports, studies, photographs, negatives or other documents, data, drawings or other materials
including but not limited to those contained in media of any sort (e.g., electronic, magnetic, digital)
prepared by or supplied to Professional Engineer in the performance of its obligations under this contract
shall be the subject of any application for a copyright or patent by or on behalf of Professional Engineer.
The City shall have the right to reproduce any such materials.
Professional Engineer expressly and indefinitely waives all of its rights to bring, including but not limited
to, by way of complaint, interpleader, intervention, or any third party practice, any claims, demands, suits,
actions, judgments, or executions, for damages or any other relief, in any administrative or judicial forum,
against the City or any of its officers or employees, in either their official or individual capacity, for
violations of or infringement of the copyright or patent laws of the United States or of any other nation.
Professional Engineer agrees to indemnify, to defend, and to hold harmless the City, its representatives,
and employees from any claim or action seeking to impose liability, costs, and attorney fees incurred as a
result of or in connection with any claim, whether rightful or otherwise, that any material prepared by or
supplied to Professional Engineer infringes any copyright or that any equipment, material, or process (or
any part thereof) specified by Professional Engineer infringes any patent.
Professional Engineer shall have the right, in order to avoid such claims or actions, to substitute at its
expense non-infringing materials, concepts, products, or processes, or to modify such infringing
materials, concepts, products, or processes so they become non-infringing, or to obtain the necessary
licenses to use the infringing materials, concepts, products, or processes, provided that such substituted or
modified materials, concepts, products, or processes shall meet all the requirements and be subject to all
the terms and conditions of this contract.
23. FINAL ACCEPTANCE. Upon completion of all work under the contract, Professional Engineer
shall notify the City in writing of the date of the completion of the work and request confirmation of the
completion from the City. Upon receipt of the notice, the City shall confirm to Professional Engineer in
writing that the whole of the work was completed on the date indicated in the notice or provide
Professional Engineer with a written list of work not completed. With respect to work listed by the City
as incomplete, Professional Engineer shall promptly complete the work and the final acceptance
procedure shall be repeated. The date of final acceptance of a project by the City shall be the date upon
which the Board of Public Works or other designated official accepts and approves the notice of
completion.
24, TAXES. Professional Engineer shall pay all taxes, levies, duties, and assessments of every nature
due in connection with any work performed under the contract and make any and all payroll deductions
required by law. The contract sum and agreed variations to it shall include all taxes imposed by law.
Professional Engineer hereby indemnifies and holds harmless the City from any liability on account of
any and all such taxes, levies, duties, assessments, and deductions.
GC 10 of 12
