12.
13.
14,
15.
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 of Nashua, caused in whole or part by
Professional Engineer or anyone employed, directed, or supervised by Professional
Engineer.
INDEMNIFICATION Regardless of any coverage provided by any insurance, Professional
Engineer agrees to indemnify and shall hold harmless the City of Nashua, its officials, employees
and authorized representatives and their employees from and against any and all actions, legal or
administrative proceedings, arbitrations, damages, liabilities, interest, reasonable attorney’s fees,
costs and expenses of any kind or nature in any manner caused, occasioned, or contributed 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 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.
Notwithstanding the above, under no circumstances shall Professional Engineer be responsible
for the negligence or intentional acts of City of Nashua.
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 Professional Engineer 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 Engineer 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 Engineer. Professional Engineer shall have no claim of any sort
to the unexpended funds.
The City of Nashua shall provide notice to Professional Engineer in the event the City of Nashua
fails to appropriate funds, and in such event Professional Engineer’s obligations under the
contract shall immediately cease, except for completion of any services paid in advance if any.
COMPENSATION Review by the City of Nashua of Professional Engineer'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
Engineer to submit additional information. Unless the City of Nashua, in its sole discretion,
decides otherwise, the City of Nashua shall pay Professional Engineer tn full within 30 days of
approval of the submitted monthly invoice forms and progress reports.
COMPLIANCE WITH APPLICABLE LAWS Professional 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 federal, state, and local accounting procedures and requirements,
all immigration and naturalization laws, and the Americans With Disabilities Act. Professional
Engineer shall, throughout the period services are to be performed under this contract, monitor fer
any changes to the applicable laws, statutes, regulations, ordinances, orders, or requirements,
GC 7 of 11
