12.
13.
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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 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.
GC 8 of 13
