This Contract is made and shall be interpreted and enforced in accordance with the laws of
the State of New Hampshire without regard to its conflict of laws provision. If any provision
of this Contract shall be determined to be invalid or unenforceable under applicable law,
such provision shall, insofar as possible, be construed or applied in such manner as will
permit enforcement; otherwise this Contract shall be construed as ifs such provision had
never been made part thereof.
9.12 Independent Contractor
The Contractor shall perform its duties hereunder as an independent contractor and not as
an employee. Neither the Contractor nor any agent or employee of the Contractor shall be
deemed to be an agent or employee of the State of New Hampshire or any agency of
subdivision thereof. Contractor shall be responsible for all payroll taxes and benefits for its
employees and the acts and omissions of its employees, agents, contractors, and
subcontractors.
9.13 Complete Contract
This Contract, together with any documents incorporated herein by attachment as an exhibit
or by reference, shall constitute the entire and exclusive Contract between both parties,
except as may be provided by relevantlaw or regulation, and supersedes and terminates all
prior or contemporaneous arrangements, understandings and agreements, whether oral or
written, and this Contract may not be amended or modified except in writing and executed
by the Customer and ESCO. The RFP and ESCO’s response thereto are incorporated by
reference to the extent not superseded by the Scope of Work or this Contract.
The failure of either ESCO or the Customer to insist upon the strict performance of any term
or condition hereof shall not constitute or be construed as a waiver or relinquishment of
either party’s right to thereafter enforce the same in accordance with this Contract.
9.14 Further Documents
The parties shall timely execute and deliver all documents and perform all further acts that
may be reasonably necessary to effectuate the provisions of this Contract.
9.15 Counterparts
This Contract may be executed in any number of counterparts, each of which shall be an
original, with the same effect as if the signatures thereto and hereto were upon the same
instrument, and in making proof of this Contract it shall not be necessary to produce or
account for more than one such counterpart.
9.16 Enforceability
ESCO acknowedges that Customer is a government entity that enjoys limited immunity and
other protections under state law from tort claims. As a result, any language in the Contract
that provides for indemnification by Customer, including but not limited to Section 5.17, shall
be enforceable only to the extent permitted by law and shall be limited to the extent of
available proceeds under the insurance policies actually maintained by Customer. Further,
no indemnification by Customer under the Contract shall be deemed or construed to operate
31 ESCO Contract — Nashua Schools & EEI, Inc.
