CITY OF NASHUA
PROFESSIONAL SERVICES
GENERAL TERMS AND CONDITIONS
By mutual agreement on March 3, 2016
City of Nashua and Woodard & Curran
by a person authorized by the insurer and who is licensed by the State of New Hampshire. General
ici ity 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 shall 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
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 parties hereby only insofar as (1) the Professional
Engineer shall have no upfront duty to defend the City; however, the Professional Engineer shall
reimburse defense costs of the City to the same extent of the Professional Engineer’s indemnity obligation
under the Agreement; and (2) the Professional Engineer’s indemnity and hold harmless obligation is only
to the proportionate extent of Professional Engineer’s negligence and shall not apply to liability caused by
the negligence of the City.
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.
GC 8 of 13
