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General Terms and Conditions
DEFINITIONS Unless otherwise required by the context, "Professional Consultant”, and its
successors, transferees and assignees (together “Professional Consultant”) includes any of the
Professional Consultant's consultants, sub consultants, contractors, and subcontractors
PROFESSIONAL CONSULTANT STATUS The parties agree that Professional Consultant shall have
the status of and shall perform all work under this contract as a Professional Consultant, maintaining
control over all its consultants, sub consultants, contractors, or subcontractors. The only contractual
relationship created by this contract is between the City of Nashua and Professional Consultant, and
nothing in this contract shall create any contractual relationship between the City of Nashua and
Professional Consultant's consultants, sub consultants, contractors, or subcontractors. The parties
also agree that Professional Consultant is not a City of Nashua employee and that there shall be no:
(1) Withholding of income taxes by the City of Nashua:
(2) Industrial insurance coverage provided by the City ofNashua;
(3) Participation in group insurance plans which may be available to employees of the
City of Nashua;
(4) Participation or contributions by cither the Professional Consultant or the City of
Nashua to the public employee’s retirementsystem;
(5) Accumulation of vacation leave or sick leave provided by the City of Nashua;
(6) Unemployment compensation coverage provided by the City of Nashua.
STANDARD OF CARE Professional Consultant shall be responsible for the professional quality,
technical accuracy, timely completion, and coordination of all work performed under this contract.
Professional Consultant warrants that all work shall be performed with the degree of professional
skill, care, diligence, and sound practices and judgment that are normally exercised by recognized
professional firms with respect to services of a similar nature. It shall be the duty of Professional
Consultant to assure at its own expense that all work is technically sound and in conformance with
all applicable federal, state, and local laws, statutes, regulations, ordinances, orders, or other
requirements. In addition to all other rights which the City of Nashua may have, Professional
Consultant shall, at its own expense and without additional compensation, re-perform work to
correct or revise any deficiencies, omissions, or errors in the work or the product of the work or
which result from Professional Consultant's failure to perform in accordance with this standard of
care. Any approval by the City of Nashua of any products or services furnished or used by
Professional Consultant shall not in any way relieve Professional Consultant of the responsibility for
professional and technical accuracy and adequacy of its work. City of Nashua review, approval, or
acceptance of, or payment for any of Professional Consultant's work under this contract shall not
operate as a waiver of any of the City of Nashua’s rights or causes of action under this contract, and
Professional Consultant shall be and remain liable in accordance with the terms of the contract and
applicable law.
Professional Consultant shall furnish competent and skilled personnel to perform the work under
this contract. The City of Nashua reserves the right to approve key personnel assigned by
Professional Consultant to perform work under this contract. Approved key personnel shall not be
taken off of the project by Professional Consultant without the prior written approval of the City of
Nashua, except in the event of termination of employment. Professional Consultant shall, if
requested to do so by the City of Nashua, provide a replacement on the job for any personnel whom
the City of Nashua determines to be incompetent, dishonest, or uncooperative.
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