26.
27.
28.
29.
PROHIBITED INTERESTS Professional Engineer shall not allow any officer or employee of the
City of Nashua to have any indirect or direct interest in this contract or the proceeds of this
contract. Professional Engineer warrants that no officer or employee of the City of Nashua has
any direct or indirect interest, whether contractual, noncontractual, financial or otherwise, in
this contract or in the business of Professional Engineer. If any such interest comes to the
attention of Professional Engineer at any time, a full and complete disclosure of the interest
shall be immediately made in writing to the City of Nashua. Professional Engineer also
warrants that it presently has no interest and that it will not acquire any interest, direct or
indirect, which would conflict in any manner or degree with the performance of services
required to be performed under this contract. Professional Engineer further warrants that no
person having such an interest shall be employed in the performance of this contract. If City
of Nashua determines that a conflict exists and was not disclosed to the City of Nashua, it may
terminate the contract at will or for cause in accordance with paragraph 8.
In the event Professional Engineer (or any of its officers, partners, principals, or employees
acting with its authority) is convicted of a crime involving a public official arising out or in
connection with the procurement of work to be done or payments to be made under this
contract, City of Nashua may terminate the contract at will or for cause in accordance with
paragraph 8. Upon termination, Professional Engineer shall refund to the City of Nashua any
profits realized under this contract, and Professional Engineer shall be liable to the City of
Nashua for any costs incurred by the City of Nashua in completing the work described in this
contract. At the discretion of the City of Nashua, these sanctions shall also be applicable to
any such conviction obtained after the expiration or completion of the contract.
Professional Engineer warrants that no gratuities (including, but not limited to, entertainment
or gifts) were offered or given by Professional Engineer to any officer or employee of the City
of Nashua with a view toward securing a contract or securing favorable treatment with respect
to the awarding or amending or making of any determinations with respect to the performance
of this contract. If City of Nashua determines that such gratuities were or offered or given, it
may terminate the contract at will or for cause in accordance with paragraph 8.
The rights and remedies of this section shall in no way be considered for be construed as a
waiver of any other rights or remedies available to the City of Nashua under this contract or at
law.
THIRD PARTY INTERESTS AND LIABILITIES The City of Nashua and Professional Engineer,
including any of their respective agents or employees, shall not be liable to third parties for any
act or omission of the other party. This contract is not intended to create any rights, powers,
or interest in any third party and this agreement is entered into for the exclusive benefit of the
City of Nashua and Professional Engineer.
SURVIVAL OF RIGHTS AND OBLIGATIONS The rights and obligations of the parties that by
their nature survive termination or completion of this contract shall remain in full force and
effect.
SEVERABILITY In the event that any provision of this contract is rendered invalid or
unenforceable by any valid act of Congress or of the New Hampshire legislature or any court
of competent jurisdiction, or is found to be in violation of state statutes or regulations, the
invalidity or unenforceability of any particular provision of this contract shall not affect any
other provision, the contract shall be construed as if such invalid or unenforceable provisions
were omitted, and the parties may renegotiate the invalid or unenforceable provisions for sole
purpose of rectifying the invalidity or unenforceability.
GC 11 of 12
