12.
13.
14.
15.
>» 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 shall defend 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, defense 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.
This indemnification provision of the General Conditions is modified by the parties hereby only
insofar as (1) the Professional Engineer shall have no upfront duty to defend the City; however,
the Professional Engineer shall reimburse defense costs of the City to the same extent of the
Professional Engineer’s indemnity obligation under the Agreement; and (2) the Professional
Engineer’s indemnity and hold harmless obligation is only to the proportionate extent of
Professional Engineer’s negligence and shall not apply to liability caused by the negligence of the
City.
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,
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
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