12.
13.
14.
15.
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 right
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, decides otherwise, the City of Nashua shall pay
Professional Engineer in full within 30 days of approval of the submitted monthly
invoice forms and progress reports.
COMPLIANCE WITH APPLICABLE LAWS Professional Engineer, 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. Professional Engineer 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
