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23.
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26.
States or of any other nation. Professional Engineer agrees to indemnify, to defend, and
to hold harmless the City of Nashua, its representatives, and employees from any claim or
action seeking to impose liability, costs, and attorney fees incurred as a result of or in
connection with any claim, whether rightful or otherwise, that any material prepared by
or supplied to Professional Engineer infringes any copyright or that any equipment,
material, or process (or any part thereof) specified by Professional Engineer infringes any
patent.
Professional Engineer shall have the right, in order to avoid such claims or actions, to
substitute at its expense non-infringing materials, concepts, products, or processes, or to
modify such infringing materials, concepts, products, or processes so they become non-
infringing, or to obtain the necessary licenses to use the infringing materials, concepts,
products, or processes, provided that such substituted or modified materials, concepts,
products, or processes shall meet all the requirements and be subject to all the terms and
conditions of this contract.
. FINAL ACCEPTANCE Upon completion of all work under the contract, Professional
Engineer shall notify the City of Nashua in writing of the date of the completion of the
work and request confirmation of the completion from the City of Nashua. Upon receipt
of the notice, the City of Nashua shall confirm to Professional Engineer in writing that
the whole of the work was completed on the date indicated in the notice or provide
Professional Engineer with a written list of work not completed. With respect to work
listed by the City of Nashua as incomplete, Professional Engineer shall promptly
complete the work and the final acceptance procedure shall be repeated. The date of final
acceptance of a project by the City of Nashua shall be the date upon which the Board of
Public Works or other designated official accepts and approves the notice of completion.
TAXES Professional Engineer shall pay all taxes, levies, duties, and assessments of every
nature due in connection with any work performed under the contract and make any and
all payroll deductions required by law. The contract sum and agreed variations to it shall
include all taxes imposed by law. Professional Engineer hereby indemnifies and holds
harmless the City of Nashua from any liability on account of any and all such taxes,
levies, duties, assessments, and deductions.
NON-WAIVER OF TERMS AND CONDITIONS None of the terms and conditions of this
contract shall be considered waived by the City of Nashua. There shall be no waiver of
any past or future default, breach, or modification of any of the terms and conditions of
the contract unless expressly stipulated to by the City of Nashua in a written waiver.
RIGHTS AND REMEDIES The duties and obligations imposed by the contract and the
rights and remedies available under the contract shall be in addition to and not a
limitation of any duties, obligations, rights, and remedies otherwise imposed or available
by law.
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
GC 11 of 13
