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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
