12.
13.
14.
insurance. Independent Contractor 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, Independent Contractor 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 Independent Contractor of its
responsibilities or limit the amount of its liability to the City of Nashua or other
persons, and Independent Contractor 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.
>» Independent Contractor is responsible for and required to remedy all damage or loss to
any property, including property of the City of Nashua, caused in whole or part by
Independent Contractor or anyone employed, directed, or supervised by Professional
Engineer.
INDEMNIFICATION Regardless of any coverage provided by any insurance, Independent
Contractor 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, 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 Independent Contractor or
of anyone acting under its direction or control or on its behalf in connection with or incidental to
the performance of this contract. Independent Contractor’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.
FISCAL CONTINGENCY All payments under this contract are contingent upon the availability to
the City of Nashua of the necessary funds. This contract shall terminate and the City of Nashua's
obligations under it shall be extinguished at the end of any fiscal year in which the City of Nashua
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 Independent Contractor 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 Independent Contractor 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 Independent Contractor. Independent Contractor shall have no claim of any
sort to the unexpended funds.
COMPENSATION Review by the City of Nashua of Independent Contractor'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 Independent
Contractor to submit additional information. Unless the City of Nashua, in its sole discretion,
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