12,
13.
14,
15.
Ry
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.
Z Professional Consultant 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 the Professional Consultant or anyone employed, directed, or supervised by
Professional Consultant.
INDEMNIFICATION Regardless of any coverage provided by any insurance, Professional Consultant
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 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 caused by the sole negligence or
willful misconduct of the party indemnified or held harmless.
FISCAL CONTINGENCY AJ]l 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 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. Unless the City of Nashua, in its sole discretion,
decides otherwise, 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.
GC7 of 11
