12.
13.
14.
on the certificate of insurance. Professional Engineer is responsible for filing updated
certificates of insurance with the City of Nashua's Risk Management Department during the
life of the contract.
>» All deductibles and self-insured retentions shall be fully disclosed in the
certificate(s) of insurance.
> If aggregate limits of less than $2,000,000 are imposed on bodily injury and
property damage, Professional Engineer must maintain umbrella liability
insurance of at least $1,000,000. All aggregates must be fully disclosed on the
required certificate of insurance.
> The specified insurance requirements do not relieve Professional Engineer of its
responsibilities or limit the amount of its liability to the City of Nashua or other
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 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
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.
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 night 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.
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,
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