1.
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) 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 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 shal! be and remain liable in accordance with the terms of the contract and applicable law.
Independent Contractor 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 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.
