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 rightful 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.
19.
20.
21.
assignment, transfer, delegation, or subcontract shall require compliance with or shall incorporate
all terms and conditions set forth in this agreement, including all incorporated Exhibits and written
amendments or modifications. Subject to the foregoing provisions, the contract inures to the benefit
of, and is binding upon, the successors and assigns of the parties.
16.
17.
18.
Contractor shall, throughout the period services are to be performed under this contract, monitor
for any changes to the applicable laws, statutes, regulations, ordinances, orders, or requirements,
shall promptly notify the City of Nashua in writing of any changes to the same relating to or
affecting this contract, and shall submit detailed documentation of any effect of the change in terms
of both time and cost of performing the contract.
12.
13.
14.
15.
> If aggregate limits of less than $2,000,000 are imposed on bodily injury and
property damage, Independent Contractor must maintain umbrella liability
insurance of at least $1,000,000. All aggregates must be fully disclosed on the
required certificate of insurance.
Independent Contractor, the City of Nashua fails to pay Independent Contractor for 45 days after
the date of approval by the City of Nashua of any Application for Payment.
Upon receipt of notice of termination for cause, Independent Contractor shall:
1. Immediately discontinue work on the date and to the extent specified in the notice.
. Provide the City of Nashua with a list of all unperformed services.
and has concluded that the City of Nashua's resolution of each matter is satisfactory to Independent
Contractor. All future questions Independent Contractor may have concerning interpretation or
clarification of this contract shall be submitted in writing to the City of Nashua within 10 calendar
days of their arising. The writing shall state clearly and in full detail the basis for Independent
Contractor's question or position. The City of Nashua representative shall render a decision within
4. 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.
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
NO Dw FY NN
EXHIBIT A
TABLE OF CONTENTS
GENERAL CONDITIONS
DEFINITIONS
INDEPENDENT CONTRACTOR STATUS
STANDARD OF CARE
CITY OF NASHUA REPRESENTATIVE
CHANGES TO SCOPE OF WORK
CITY OF NASHUA COOPERATION
DISCOVERY OF CONFLICTS, ERRORS, OMISSIONS, AMBIGUITIES, OR
DISCREPANCIES
TERMINATION OF CONTRACT
DISPUTE RESOLUTION
NO DAMAGES FOR DELAY
INSURANCE
INDEMNIFICATION
FISCAL CONTINGENCY
COMPENSATION
COMPLIANCE WITH APPLICABLE LAWS
NONDISCRIMINATION
