Ma= Except for the Professional Liability insurance, the insurance provided herein is primary,
and no insurance held or owned by the City of Nashua shall be called upon to
contribute to aloss required to be covered by Professional Consultant’s insurance
policies hereunder.
12. INDEMNIFICATION Regardless of any coverage provided by any insurance, Professional Consultant
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agrees to indemnify and shall defend and hold harmless the City of Nashua, 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, or reasonable attorney’s fees, ,contributed to in whole or in part, brought against
any of the Indemnitees by reason of any negligent act, omission, or fault or willful misconduct,
whether active or passive, of Professional Consultant 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 Consultant’s indemnity, defense and hold harmless obligations, or portions thereof,
shall not apply to liability to the extent caused by the negligence or willful misconduct of the party
indemnified or heldharmless.
LIMITATION OF LIABILITY
In no event will Professional Consultant be liable to City of Nashua for procurement of substitute
goods or services; lost profits; lost sales; business expenditures; investments; business
commitments; loss of goodwill; or any indirect, special, exemplary, consequential, or incidental
damages arising out of or related to this Agreement, however caused or under any theory of
liability, even if Professional Consultant has been advised of the possibility of such damages.
Professional Consultant's total cumulative liability under this Agreement, from all causes of action
of any kind, will in no event exceed the amount of one-and-one-half times the amount actually paid
by the City of Nashua for Services under this Agreement from which the liability directly arose.
FISCAL CONTINGENCY AI] payments under this contract are contingent upon the availability to the
City of Nashua of the necessary funds. The City of Nashua shall obligate the full funding amount
for the project prior to end of fiscal year.
Nothing in this contract shall be construed to provide Professional Consultant with a right of
payment over any other entity. Any funds obligated by the City of Nashua under this contract that
are not paid to Professional Consultant shall automatically revert to the City of Nashua’s
discretionary control upon the completion, termination, or cancellation of the agreement. The City
of Nashua shall not have any obligation to re-award or to provide, in any manner, the unexpended
funds to Professional Consultant. Professional Consultant shall have no claim of any sort to the
unexpended funds.
COMPENSATION Review by the City of Nashua of Professional Consultant's submitted monthly
invoice forms and progress reports for payment will be promptly accomplished by the City of
Nashua. If there is insufficient information, the City of Nashua may require Professional Consultant
to submit additional information. The City of Nashua shall pay Professional Consultant in full
within 30 days of approval of the submitted monthly invoice forms and progress reports.
COMPLIANCE WITH APPLICABLE LAWS Professional Consultant, 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 Consultant 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 of Nashua 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. NONDISCRIMINATION If applicable or required under any federal or state
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