12.
13.
14.
15.
Indemnification. Regardless of any coverage provided by any insurance, Independent
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 invoice
forms 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 days of approval of the submitted
invoice forms.
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.
GC 8 of 13
