General Terms and Conditions
DEFINITIONS Unless otherwise required by the context, "Independent Contractor”, and its successors, transferees
and assignees (together “Independent Contractor”) includes any of the Independent Contractor's consultants, sub
consultants, contractors, and subcontractors
INDEPENDENT CONTRACTOR STATUS The parties agree that Independent Contractor shall have the status of and
shall perform all work under this contract as an Independent Contractor, 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 Independent Contractor, and nothing in this contract shall create any
contractual relationship between the City of Nashua and Independent Contractor's consultants, sub consultants,
contractors, or subcontractors. The parties also agree that Independent Contractor is not a City of Nashua
employee and that there shall be no:
(1) Withholding of income taxes by the City of Nashua:
(2) Indusirial insurance coverage provided by the City of Nashua;
(3) Participation in group insurance plans which may be available to employees of the City of
Nashua;
(4) Participation or contributions by either the Independent Contractor or the City of Nashua to the
public employee’s retirement system;
(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 Independent Contractor shall be responsible for the professional quality, technical
accuracy, timely completion, and coordination of all work performed under this contract. Independent Contractor
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 Independent Contractor 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, Independent
Contractor 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 Independent
Contractor'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 Independent Contractor shall not in any way relieve Independent
Contractor 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 Independent Contractor'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
Independent Contractor shall be and remain liable in accordance with the terms of the contract and applicable law.
Independent Contractor shail 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 Independent Contractor to perform
work under this contract. Approved key personnel shall not be taken off of the project by Independent Contractor
without the prior written approval of the City of Nashua, except in the event of termination of employment.
Independent Contractor shall, if requested to do so by the City of Nashua, remove from the job any personnel
whom the City of Nashua determines to be incompetent, dishonest, or uncooperative.
CITY OF NASHUA REPRESENTATIVE The City of Nashua may designate a City of Nashua representative for this
contract. If designated, all notices, project materials, requests by Independent Contractor, and any other
communication about the contract shall be addressed or be delivered to the City of Nashua Representative.
CHANGES TO SCOPE OF WORK The City of Nashua may, at any time, by written order, make changes to the
general scope, character, or cost of this contract and in the services or work to be performed, either increasing or
decreasing the scope, character, or cost of Independent Contractor's performance under the contract. Independent
GC 2 of §
