22.
23.
24.
25.
26.
employees from any claim or action seeking to impose liability, costs, and attorney fees incurred
as a result of or in connection with any claim, whether nghtful or otherwise, that any material
prepared by or supplied to Independent Contractor infringes any copyright or that any equipment,
material, or process (or any part thereof) specified by Independent Contractor infringes any patent.
Independent Contractor shall have the nght, in order to avoid such claims or actions, to substitute
at its expense non-infringing materials, concepts, products, or processes, or to modify such
infringing materials, concepts, products, or processes so they become non-infringing, or to obtain
the necessary licenses to use the infringing materials, concepts, products, or processes, provided
that such substituted or modified materials, concepts, products, or processes shall meet all the
requirements and be subject to all the terms and conditions of this contract.
FINAL ACCEPTANCE Upon completion of all work under the contract, Independent Contractor
shall notify the City of Nashua in writing of the date of the completion of the work and request
confirmation of the completion from the City of Nashua. Upon receipt of the notice, the City of
Nashua shall confirm to Independent Contractor in writing that the whole of the work was
completed on the date indicated in the notice or provide Independent Contractor with a written list
of work not completed. With respect to work listed by the City of Nashua as incomplete,
Independent Contractor shall promptly complete the work and the final acceptance procedure shall
be repeated. The date of final acceptance of a project by the City of Nashua shall be the date upon
which the Community Development Division Director or other designated official accepts and
approves the notice of completion.
TAXES Independent Contractor shall pay all taxes, levies, duties, and assessments of every nature
due in connection with any work performed under the contract and make any and all payroll
deductions required by law. The contract sum and agreed variations to it shall include all taxes
imposed by law. Independent Contractor hereby indemnifies and holds harmless the City of Nashua
from any liability on account of any and all such taxes, levies, duties, assessments, and deductions.
NON-WAIVER OF TERMS AND CONDITIONS None of the terms and conditions of this contract shall
be considered waived by the City of Nashua. There shall be no waiver of any past or future default,
breach, or modification of any of the terms and conditions of the contract unless expressly
stipulated to by the City of Nashua in a written waiver.
RIGHTS AND REMEDIES The duties and obligations imposed by the contract and the rights and
remedies available under the contract shall be in addition to and not a limitation of any duties,
obligations, rights, and remedies otherwise imposed or available by law.
PROHIBITED INTERESTS Independent Contractor shall not allow any officer or employee of the
City of Nashua to have any indirect or direct interest in this contract or the proceeds of this contract.
Independent Contractor warrants that no officer or employee of the City of Nashua has any direct
or indirect interest, whether contractual, noncontractual, financial or otherwise, in this contract or
in the business of Independent Contractor. If any such interest comes to the attention of
Independent Contractor at any time, a full and complete disclosure of the interest shall be
immediately made in writing to the City of Nashua. Independent Contractor also warrants that it
presently has no interest and that it will not acquire any interest, direct or indirect, which would
conflict in any manner or degree with the performance of services required to be performed under
this contract. Independent Contractor further warrants that no person having such an interest shall
be employed in the performance of this contract. If City of Nashua determines that a conflict exists
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