22.
23.
24.
25.
26.
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.
Final Acceptance. Upon completion of all work under the contract, Professional Engineer
shall notify the City of Nashua in writing of the date of the completion of the work and
request confirmation of the completion from the City of Nashua. Upon receipt of the
notice, the City of Nashua 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
of Nashua 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 of Nashua shall be the date upon which the Board of Public Works or other
designated official accepts and approves the notice of completion.
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 of Nashua from any liability on account of any and all such taxes, levies,
duties, assessments, and deductions.
Non-Waiver of Terms and Conditions. None of the terms and conditions of this contract
shall be considered waived by the City of Nashua. There shall be no waiver of any past or
future default, breach, or modification of any of the terms and conditions of the contract
unless expressly stipulated to by the City of Nashua in a written waiver.
Rights and Remedies. The duties and obligations imposed by the contract and the rights
and remedies available under the contract shall be in addition to and not a limitation of any
duties, obligations, rights, and remedies otherwise imposed or available by law.
Prohibited Interests. Professional Engineer shall not allow any officer or employee of the
City of Nashua to have any indirect or direct interest in this contract or the proceeds of this
contract. Professional Engineer warrants that no officer or employee of the City of Nashua
has any direct or indirect interest, whether contractual, noncontractual, financial or
otherwise, in this contract or in the business of Professional Engineer. If any such interest
comes to the attention of Professional Engineer at any time, a full and complete disclosure
of the interest shall be immediately made in writing to the City of Nashua. Professional
Engineer also warrants that it presently has no interest and that it will not acquire any
interest, direct or indirect, which would conflict in any manner or degree with the
performance of services required to be performed under this contract. Professional
Engineer further warrants that no person having such an interest shall be employed in the
performance of this contract. If City of Nashua determines that a conflict exists and was not
disclosed to the City of Nashua, it may terminate the contract at will or for cause in
accordance with paragraph 8.
GC 11 of 13
