attachment-1-rfp-dos-2026-06.pdf

FORM NUMBER P-37 (VERSION 2/23/2023)

NOTICE: This agreement and all of its atachments shall become public upon submission to Governor and Execu�ve Council for approval. Any informa�on that is private, confiden�al or proprietary must be clearly iden�fied to the agency and agreed to in wri�ng prior to signing the contract.

AGREEMENT

The State of New Hampshire and the Contractor hereby mutually agree as follows:

GENERAL PROVISIONS

1. IDENTIFICATION

1.1. State Agency Name

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1.2. State Agency Address

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1.3. Contractor Name

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1.4. Contractor Address

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1.5. Contractor Phone

Number

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1.6. Account Unit and

Class

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1.7. Comple�on Date

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1.8. Price Limita�on

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1.9. Contrac�ng Officer for State

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1.10. State Agency Telephone Number

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1.11. Contractor Signature

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1.12. Name and Title of Contractor Signatory

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1.13. State Agency Signature

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1.14. Name and Title of State Agency Signatory

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1.15. Approval by the NH Department of Administra�on, Division of Personnel (if applicable) Director: Click or tap here to enter text.

Date: Click or tap to enter a date.

1.16. Approval by the Atorney General (Form, Substance and Execu�on) (if applicable) By: Click or tap here to enter text.

Date: Click or tap to enter a date.

1.17. Approval by the Governor and Execu�ve Council (if applicable) G&C item number: Click or tap here to enter text.

G&C mee�ng date: Click or tap to enter a date.

STATE OF NEW HAMPSHIRE

<AGENCY NAME>

<DoIT #> - <CONTRACT TITLE>

AGREEMENT

2. SERVICES TO BE PERFORMED

The State of New Hampshire, ac�ng through the agency iden�fied in block 1.1 (“State”), engages contractor iden�fied in block 1.3 (“Contractor”) to perform, and the Contractor shall perform, the work or sale of goods, or both, iden�fied and more par�cularly described in the atached EXHIBIT B which is incorporated herein by reference (“Services”).

3. EFFECTIVE DATE/COMPLETION OF SERVICES

3.1. Notwithstanding any provision of this Agreement to the contrary, and subject to the approval of the Governor and Execu�ve Council of the State of New Hampshire, if applicable, this Agreement, and all obliga�ons of the par�es hereunder, shall become effec�ve on the date the Governor and Execu�ve Council approve this Agreement, unless no such approval is required, in which case the Agreement shall become effec�ve on the date the Agreement is signed by the State Agency as shown in block 1.13 (“Effec�ve Date”).

3.2. If the Contractor commences the Services prior to the Effec�ve Date, all Services performed by the Contractor prior to the Effec�ve Date shall be performed at the sole risk of the Contractor, and in the event that this Agreement does not become effec�ve, the State shall have no liability to the Contractor, including without limita�on, any obliga�on to pay the Contractor for any costs incurred or Services performed.

3.3. Contractor must complete all Services by the Comple�on Date specified in block 1.7.

4. CONDITIONAL NATURE OF AGREEMENT

Notwithstanding any provision of this Agreement to the contrary, all obliga�ons of the State hereunder, including, without limita�on, the con�nuance of payments hereunder, are con�ngent upon the availability and con�nued appropria�on of funds. In no event shall the State be liable for any payments hereunder in excess of such available appropriated funds. In the event of a reduc�on or termina�on of appropriated funds by any state or federal legisla�ve or execu�ve ac�on that reduces, eliminates or otherwise modifies the appropria�on or availability of funding for this Agreement and the Scope for Services provided in EXHIBIT B, in whole or in part, the State shall have the right to withhold payment un�l such funds become available, if ever, and shall have the right to reduce or terminate the Services under this Agreement immediately upon giving the Contractor no�ce of such reduc�on or termina�on.

The State shall not be required to transfer funds from any other account or source to the Account iden�fied in block 1.6 in the event funds in that Account are reduced or unavailable.

5. CONTRACT PRICE/PRICE LIMITATION/ PAYMENT

5.1. The contract price, method of payment, and terms of payment are iden�fied and more par�cularly described in EXHIBIT C which is incorporated herein by reference.

5.2. Notwithstanding any provision in this Agreement to the contrary, and notwithstanding unexpected circumstances, in no event shall the total of all payments authorized, or actually made hereunder, exceed the Price Limita�on set forth in block 1.8. The payment by the State of the contract price shall be the only and the complete reimbursement to the Contractor for all expenses, of whatever nature incurred by the Contractor in the performance hereof, and shall be the only and the complete compensa�on to the Contractor for the Services.

5.3. The State reserves the right to offset from any amounts otherwise payable to the Contractor under this Agreement those liquidated amounts required or permited by NH RSA 80:7 through RSA 80:7 c or any other provision of law.

5.4. The State’s liability under this Agreement shall be limited to monetary damages not to exceed the total fees paid. The Contractor agrees that it has an adequate remedy at law for any breach of this Agreement by the State and hereby waives any right to specific performance or other equitable remedies against the State.

6. COMPLIANCE BY CONTRACTOR WITH LAWS AND REGULATIONS/EQUAL EMPLOYMENT

OPPORTUNITY

6.1. In connec�on with the performance of the Services, the Contractor shall comply with all applicable statutes, laws, regula�ons, and orders of federal, state, county or municipal authori�es which impose any obliga�on or duty upon the Contractor, including, but not limited to, civil rights and equal employment opportunity laws and the Governor’s order on Respect and Civility in the Workplace, Execu�ve order 2020-01. In addi�on, if this Agreement is funded in any part by monies of the United States, the Contractor shall comply with all federal execu�ve orders, rules, regula�ons and statutes, and with any rules, regula�ons and guidelines as the State or the United States issue to implement these regula�ons. The Contractor shall also comply with all applicable intellectual property laws.

6.2. During the term of this Agreement, the Contractor shall not discriminate against employees or applicants for employment because of age, sex, sexual orienta�on, race, color, marital status, physical or mental disability, religious creed, na�onal origin, gender iden�ty, or gender expression, and will take affirma�ve ac�on to prevent such discrimina�on, unless exempt by state or federal law. The Contractor shall ensure any subcontractors comply with these nondiscrimina�on requirements.

6.3. No payments or transfers of value by Contractor or its representa�ves in connec�on with this Agreement have or shall be made which have the purpose or effect of public or commercial bribery, or acceptance of or acquiescence in extor�on, kickbacks, or other unlawful or improper means of obtaining business.

6.4. The Contractor agrees to permit the State or United States access to any of the Contractor’s books, records and accounts for the purpose of ascertaining compliance with this Agreement and all rules, regula�ons and orders pertaining to the covenants, terms and condi�ons of this Agreement.

7. PERSONNEL

7.1. The Contractor shall at its own expense provide all personnel necessary to perform the Services.

The Contractor warrants that all personnel engaged in the Services shall be qualified to perform the Services, and shall be properly licensed and otherwise authorized to do so under all applicable laws.

7.2. The Contrac�ng Officer specified in block 1.9, or any successor, shall be the State’s point of contact pertaining to this Agreement.

8. EVENT OF DEFAULT/REMEDIES

8.1. Any one or more of the following acts or omissions of the Contractor shall cons�tute an event of default hereunder (“Event of Default”):

8.1.1. failure to perform the Services sa�sfactorily or on schedule;

8.1.2. failure to submit any report required hereunder; and/or

8.1.3. failure to perform any other covenant, term or condi�on of this Agreement.

8.2. Upon the occurrence of any Event of Default, the State may take any one, or more, or all, of the following ac�ons:

8.2.1. give the Contractor a writen no�ce specifying the Event of Default and requiring it to be remedied within, in the absence of a greater or lesser specifica�on of �me, thirty (30) calendar days from the date of the no�ce; and if the Event of Default is not �mely cured, terminate this Agreement, effec�ve two (2) calendar days a�er giving the Contractor no�ce of termina�on;

8.2.2. give the Contractor a writen no�ce specifying the Event of Default and suspending all payments to be made under this Agreement and ordering that the por�on of the contract price which would otherwise accrue to the Contractor during the period from the date of such no�ce un�l such �me as the State determines that the Contractor has cured the Event of Default shall never be paid to the Contractor;

8.2.3. give the Contractor a writen no�ce specifying the Event of Default and set off against any other obliga�ons the State may owe to the Contractor any damages the State suffers by reason of any Event of Default; and/or

8.2.4. give the Contractor a writen no�ce specifying the Event of Default, treat the Agreement as breached, terminate the Agreement and pursue any of its remedies at law or in equity, or both.

9. TERMINATION

9.1. Notwithstanding paragraph 8, the State may, at its sole discre�on, terminate the Agreement for any reason, in whole or in part, by thirty (30) calendar days writen no�ce to the Contractor that the State is exercising its op�on to terminate the Agreement.

9.2. In the event of an early termina�on of this Agreement for any reason other than the comple�on of the Services, the Contractor shall, at the State’s discre�on, deliver to the Contrac�ng Officer, not later than fi�een (15) calendar days a�er the date of termina�on, a report (“Termina�on Report”) describing in detail all Services performed, and the contract price earned, to and including the date of termina�on. In addi�on, at the State’s discre�on, the Contractor shall, within fi�een (15) calendar days of no�ce of early termina�on, develop and submit to the State a transi�on plan for Services under the Agreement.

10. PROPERTY OWNERSHIP/DISCLOSURE

10.1. As used in this Agreement, the word “Property” shall mean all data, informa�on and things developed or obtained during the performance of, or acquired or developed by reason of, this Agreement, including, but not limited to, all studies, reports, files, formulae, surveys, maps, charts, sound recordings, video recordings, pictorial reproduc�ons, drawings, analyses, graphic representa�ons, computer programs, computer printouts, notes, leters, memoranda, papers, and documents, all whether finished or unfinished.

10.2. All data and any Property which has been received from the State, or purchased with funds provided for that purpose under this Agreement, shall be the property of the State, and shall be returned to the State upon demand or upon termina�on of this Agreement for any reason.

10.3. Disclosure of data, informa�on and other records shall be governed by NH RSA chapter 91 A and/or other applicable law. Disclosure requires prior writen approval of the State.

11. CONTRACTOR’S RELATION TO THE STATE

In the performance of this Agreement the Contractor is in all respects an independent contractor, and is neither an agent nor an employee of the State. Neither the Contractor nor any of its officers, employees, agents or members shall have authority to bind the State or receive any benefits, workers’ compensa�on or other emoluments provided by the State to its employees.

12. ASSIGNMENT/DELEGATION/ SUBCONTRACTS

12.1. Contractor shall provide the State writen no�ce at least fi�een (15) calendar days before any proposed assignment, delega�on, or other transfer of any interest in this Agreement. No such assignment, delega�on, or other transfer shall be effec�ve without the writen consent of the State.

12.2. For purposes of paragraph 12, a Change of Control shall cons�tute assignment. “Change of Control” means: (a) merger, consolida�on, or a transac�on or series of related transac�ons in which a third party, together with its affiliates, becomes the direct or indirect owner of fi�y percent (50%) or more of the vo�ng shares or similar equity interests, or combined vo�ng power of the Contractor; or (b) the sale of all or substan�ally all of the assets of the Contractor.

12.3. None of the Services shall be subcontracted by the Contractor without prior writen no�ce and consent of the State.

12.4. The State is en�tled to copies of all subcontracts and assignment agreements and shall not be bound by any provisions contained in a subcontract or an assignment agreement to which it is not a party.

13. INDEMNIFICATION

The Contractor shall indemnify, defend, and hold harmless the State, its officers, and employees from and against all ac�ons, claims, damages, demands, judgments, fines, liabili�es, losses, and other expenses, including, without limita�on, reasonable atorneys’ fees, arising out of or rela�ng to this Agreement directly or indirectly arising from death, personal injury, property damage, intellectual property infringement, or other claims asserted against the State, its officers, or employees caused by the acts or omissions of negligence, reckless or willful misconduct, or fraud by the Contractor, its employees, agents, or subcontractors. The State shall not be liable for any costs incurred by the Contractor arising under this paragraph 13. Notwithstanding the foregoing, nothing herein contained shall be deemed to cons�tute a waiver of the State’s sovereign immunity, which immunity is hereby reserved to the State. This covenant in paragraph 13 shall survive the termina�on of this Agreement.

14. INSURANCE

14.1. The Contractor shall, at its sole expense, obtain and con�nuously maintain in force, and shall require any subcontractor or assignee to obtain and maintain in force, the following insurance:

14.1.1. commercial general liability insurance against all claims of bodily injury, death or property damage, in amounts of not less than $1,000,000 per occurrence and $2,000,000 aggregate or excess; and

14.1.2. special cause of loss coverage form covering all Property subject to subparagraph 10.2 herein, in an amount not less than 80% of the whole replacement value of the Property.

14.2. The policies described in subparagraph 14.1 herein shall be on policy forms and endorsements approved for use in the State of New Hampshire by the New Hampshire Department of Insurance, and issued by insurers licensed in the State of New Hampshire.

14.3. The Contractor shall furnish to the Contrac�ng Officer iden�fied in block 1.9, or any successor, a cer�ficate(s) of insurance for all insurance required under this Agreement. At the request of the Contrac�ng Officer, or any successor, the Contractor shall provide cer�ficate(s) of insurance for all renewal(s) of insurance required under this Agreement. The cer�ficate(s) of insurance and any renewals thereof shall be atached and are incorporated herein by reference.

15. WORKERS’ COMPENSATION

15.1. By signing this agreement, the Contractor agrees, cer�fies and warrants that the Contractor is in compliance with or exempt from, the requirements of NH RSA chapter 281-A (“Workers’ Compensa�on”).

15.2. To the extent the Contractor is subject to the requirements of NH RSA chapter 281-A, Contractor shall maintain, and require any subcontractor or assignee to secure and maintain, payment of Workers’ Compensa�on in connec�on with ac�vi�es which the person proposes to undertake pursuant to this Agreement. The Contractor shall furnish the Contrac�ng Officer iden�fied in block 1.9, or any successor, proof of Workers’ Compensa�on in the manner described in NH RSA chapter 281-A and any applicable renewal(s) thereof, which shall be atached and are incorporated herein by reference. The State shall not be responsible for payment of any Workers’ Compensa�on premiums or for any other claim or benefit for Contractor, or any subcontractor or employee of Contractor, which might arise under applicable State of New Hampshire Workers’ Compensa�on laws in connec�on with the performance of the Services under this Agreement.

16. WAIVER OF BREACH

A State's failure to enforce its rights with respect to any single or con�nuing breach of this Agreement shall not act as a waiver of the right of the State to later enforce any such rights or to enforce any other or any subsequent breach.

17. NOTICE

Any no�ce by a party hereto to the other party shall be deemed to have been duly delivered or given at the �me of mailing by cer�fied mail, postage prepaid, in a United States Post Office addressed to the par�es at the addresses given in blocks 1.2 and 1.4, herein.

18. AMENDMENT

This Agreement may be amended, waived or discharged only by an instrument in wri�ng signed by the par�es hereto and only a�er approval of such amendment, waiver or discharge by the Governor and Execu�ve Council of the State of New Hampshire unless no such approval is required under the circumstances pursuant to State law, rule or policy.

19. CHOICE OF LAW AND FORUM

19.1. This Agreement shall be governed, interpreted and construed in accordance with the laws of the State of New Hampshire except where the Federal supremacy clause requires otherwise. The wording used in this Agreement is the wording chosen by the par�es to express their mutual intent, and no rule of construc�on shall be applied against or in favor of any party.

19.2. Any ac�ons arising out of this Agreement, including the breach or alleged breach thereof, may not be submited to binding arbitra�on, but must, instead, be brought and maintained in the Merrimack County Superior Court of New Hampshire which shall have exclusive jurisdic�on thereof.

20. CONFLICTING TERMS

In the event of a conflict between the terms of this P-37 form (as modified in EXHIBIT A) and any other por�on of this Agreement including any atachments thereto, the terms of the P-37 (as modified in EXHIBIT A) shall control.

21. THIRD PARTIES

This Agreement is being entered into for the sole benefit of the par�es hereto, and nothing herein, express or implied, is intended to or will confer any legal or equitable right, benefit, or remedy of any nature upon any other person.

22. HEADINGS

The headings throughout the Agreement are for reference purposes only, and the words contained therein shall in no way be held to explain, modify, amplify or aid in the interpreta�on, construc�on or meaning of the provisions of this Agreement.

23. SPECIAL PROVISIONS

Addi�onal or modifying provisions set forth in the atached EXHIBIT A are incorporated herein by reference.

24. FURTHER ASSURANCES

The Contractor, along with its agents and affiliates, shall, at its own cost and expense, execute any addi�onal documents and take such further ac�ons as may be reasonably required to carry out the provisions of this Agreement and give effect to the transac�ons contemplated hereby.

25. SEVERABILITY

In the event any of the provisions of this Agreement are held by a court of competent jurisdic�on to be contrary to any state or federal law, the remaining provisions of this Agreement will remain in full force and effect.

26. ENTIRE AGREEMENT

This Agreement, which may be executed in a number of counterparts, each of which shall be deemed an original, cons�tutes the en�re agreement and understanding between the par�es, and supersedes all prior agreements and understandings with respect to the subject mater hereof.

FORM NUMBER P-37 (VERSION 2/23/2023)