CiTy OF NASHUA
PROFESSIONAL SERVICES
GENERAL TERMS AND CONDITIONS
By mutual agreement on March 3, 2016
City of Nashua and Woodard & Curran
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.
25. NON-WAIVER OF TERMS AND CONDITIONS. None of the terms and conditions of this contract
shall be considered waived by the City. 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
in a written waiver.
26. 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.
27. PROHIBITED INTERESTS. Professional Engineer shall not allow any officer or employee of the
City 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 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. 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 determines that a conflict exists and
was not disclosed to the City, it may terminate the contract at will or for cause in accordance with
paragraph 8.
In the event Professional Engineer (or any of its officers, partners, principals, or employees acting with its
authority) is convicted of a crime involving a public official arising out or in connection with the
procurement of work to be done or payments to be made under this contract, City may terminate the
contract at will or for cause in accordance with paragraph 8. Upon termination, Professional Engineer
shall refund to the City any profits realized under this contract, and Professional Engineer shall be liable
to the City for any costs incurred by the City in completing the work described in this contract. At the
discretion of the City, these sanctions shall also be applicable to any such conviction obtained after the
expiration or completion of the contract.
Professional Engineer warrants that no gratuities (including, but not limited to, entertainment or gifts)
were offered or given by Professional Engineer to any officer or employee of the City with a view toward
securing a contract or securing favorable treatment with respect to the awarding or amending or making
of any determinations with respect to the performance of this contract. If City determines that such
gratuities were or offered or given, it may terminate the contract at will or for cause in accordance with
paragraph 8.
The rights and remedies of this section shall in no way be considered for be construed as a waiver of any
other rights or remedies available to the City under this contract or at law.
28. THIRD PARTY INTERESTS AND LIABILITIES. The City and Professional Engineer, including
any of their respective agents or employees, shall not be liable to third parties for any act or omission of
the other party. This contract is not intended to create any rights, powers, or interest in any third party
and this agreement is entered into for the exclusive benefit of the City and Professional Engineer.
GC 12 of 13
