CITY OF NASHUA
PROFESSIONAL SERVICES
GENERAL TERMS AND CONDITIONS
EXHIBIT C
= If aggregate limits of less than $2,000,000 are imposed on bodily injury and property damage,
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 ENGINEER of its responsibilities or limit the
amount of its liability to the OWNER or other persons, and 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 OWNER of
Nashua shall be called upon to contribute to a loss.
= ENGINEER is responsible for and required to remedy all damage or loss to any property,
including property of the OWNER, caused in whole or part by ENGINEER or anyone employed,
directed, or supervised by ENGINEER.
12. INDEMNIFICATION Regardless of:any coverage provided by any insurance, ENGINEER agrees to
indemnify and shall defend and hold harmless the OWNER, 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 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. ENGINEER’s indemnity, defense and 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. ©
The indemnification provision is modified by the nani hereby only insofar as (1) the ENGINEER shall
have no upfront duty to defend the OWNER; however, the ENGINEER shall reimburse defense costs of
the OWNER to the same extent of the ENGINEER’s indemnity obligation under the Agreement; and (2)
the ENGINEER’s indemnity and hold: ‘harmless Obligation is only to the proportionate extent of
ENGINEER’s negligence and shall not apply to liability caused by the negligence of the OWNER.
13. FISCAL CONTINGENCY. All payments under this contract are contingent upon the availability to
the OWNER of the necessary funds. This contract shall terminate and the OWNER's obligations under it
shall be extinguished at the end of any fiscal year in which the OWNER 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 ENGINEER with a right of payment over any other
entity. Any funds obligated by the OWNER under this contract that are not paid to ENGINEER shall
automatically revert to the OWNER’s discretionary control upon the completion, termination, or
cancellation of the agreement. The OWNER shall not have any obligation to re-award or to provide, in
any manner, the unexpended funds to ENGINEER. ENGINEER shall have no claim of any sort to the
unexpended funds.
14, COMPENSATION. Review by the OWNER of ENGINEER's submitted monthly invoice forms
and progress reports for payment will be promptly accomplished by the OWNER. If there is insufficient
information, the OWNER may require ENGINEER to submit additional information. Unless the
OWNER, in its sole discretion, decides otherwise, the OWNER shall pay ENGINEER in full within 30
days of approval of the submitted monthly invoice forms and progress reports.
15. COMPLIANCE WITH APPLICABLE LAWS. 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
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