12. INDEMNIFICATION Regardless of any coverage provided by any insurance, Independent
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Contractor agrees to indemnify 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 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, decides otherwise, the City of Nashua shall pay
Independent Contractor in full within 30 davs of approval of the submitted monthly
invoice forms and progress reports.
COMPLIANCE WITH APPLICABLE LAWS Independent Contractor, 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. Independent Contractor 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.
NONDISCRIMINATION If applicable or required under any federal or state law, statute,
regulation, order, or other requirement, Independent Contractor agrees to the following
terms. Independent Contractor will not discriminate against any employee or applicant
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