General Terms and Conditions
The Contract represents the entire and integrated agreement between the parties and supersedes prior
negotiations, proposals, representations or agreements, either written or oral. Any other documents which
are not listed in this Article are not part of the Contract.
In the event of a conflict between the terms of the Proposal and the terms of this Agreement, a written
change order and/or fully executed City of Nashua Purchase Order, the terms of this Agreement, the
written change order or the fully executed City of Nashua Purchase Order shall control over the terms of
the Proposal.
1.
DEFINITIONS Unless otherwise required by the context, "Professional Engineer”, and its
successors, transferees and assignees (together “Professional Engineer”) includes any of the
Professional Engineer's consultants, sub consultants, contractors, and subcontractors
PROFESSIONAL ENGINEER STATUS The parties agree that Professional Engineer shall have the
status of and shall perform all work under this contract as a Professional Engineer, 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
Engineer, and nothing in this contract shall create any contractual relationship between the City
of Nashua and Professional Engineer's consultants, sub consultants, contractors, or
subcontractors. The parties also agree that Professional Engineer 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 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 Professional Engineer 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 Professional Engineer shall be responsible for the professional quality,
technical accuracy, timely completion, and coordination of all work performed under this
contract. Prefessional_Engineer-warrantsthat All work shall be performed with the degree of
professional skill, care, diligence, and seund practices and judgment that are normally exercised
by recognized professional firms with respect to services of a similar nature. -H-shal-bethe duty
ef Professional Engineer shall perform the services te-assure-atits-own-expensethat-al-weork
istechnicallyseund—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 Engineer shall, at its own expense and without
additional compensation, re-perform work to correct erreyise-any_deficiencies,_onHssiens, OF
errors in the work or the product of the work or which result from Professional Engineer'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 Engineer shall not in any way relieve
Professional Engineer 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 Engineer'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 Engineer shall be and
remain liable in accordance with the terms of the contract and applicable law.
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