attachment_2_RFP DOIT 2026-13.pdf

STATE OF NEW HAMPSHIRE

<AGENCY NAME>

<DoIT #> - <CONTRACT TITLE>

AGREEMENT

Contractor Initials:

Date:

State of New Hampshire

<Agency Name>

<Contract Title>

<Agency Acronym> – <DoIT #>

Version 7.0 2/2025

<DoIT #> - <CONTRACT TITLE>

AGREEMENT

Contractor Initials:

Date:

CONTENTS

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

EXHIBIT A - SPECIAL PROVISIONS

EXHIBIT B – STATEMENT OF WORK (SOW) BUSINESS AND TECHNICAL REQUIREMENTS AND DELIVERABLES .. 15

EXHIBIT C – PRICE AND PAYMENT SCHEDULE

EXHIBIT D – SOFTWARE LICENSE AGREEMENT

EXHIBIT D1 - CUSTOM SOFTWARE AGREEMENT

EXHIBIT E – ADMINISTRATIVE SERVICES

EXHIBIT F – TERMS AND DEFINITIONS

EXHIBIT G – ATTACHMENTS AND CONTRACTOR CERTIFICATES

CERTIFICATION REGARDING LOBBYING

CERTIFACTE REGARDING DEBARMENT, SUSPENSION, AND OTHERS

<DoIT #> - <CONTRACT TITLE>

AGREEMENT

Contractor Initials:

Date:

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

NOTICE: This agreement and all of its attachments shall become public upon submission to Governor and

Executive Council for approval. Any information that is private, confidential or proprietary must be clearly identified to the agency and agreed to in writing 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

Click or tap here to enter text.

1.2. State Agency Address

Click or tap here to enter text.

1.3. Contractor Name

Click or tap here to enter text.

1.4. Contractor Address

Click or tap here to enter text.

1.5. Contractor Phone

Number

Click or tap here to enter text.

1.6. Account Unit and

Class

Click or tap here to enter text.

1.7. Completion Date

Click or tap here to enter text.

1.8. Price Limitation

Click or tap here to enter text.

1.9. Contracting Officer for State

Click or tap here to enter text.

1.10. State Agency Telephone Number

Click or tap here to enter text.

1.11. Contractor Signature

Date: Click or tap here to enter text.

1.12. Name and Title of Contractor Signatory

Click or tap here to enter text.

1.13. State Agency Signature

Date: Click or tap to enter a date.

1.14. Name and Title of State Agency Signatory

Click or tap here to enter text.

1.15. Approval by the NH Department of Administration, 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 Attorney General (Form, Substance and Execution) (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 Executive Council (if applicable) G&C item number: Click or tap here to enter text.

G&C meeting date: Click or tap to enter a date.

<DoIT #> - <CONTRACT TITLE>

AGREEMENT

Contractor Initials:

Date:

2. SERVICES TO BE PERFORMED

The State of New Hampshire, acting through the agency identified in block 1.1 (“State”), engages contractor identified in block 1.3 (“Contractor”) to perform, and the Contractor shall perform, the work or sale of goods, or both, identified and more particularly described in the attached 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 Executive

Council of the State of New Hampshire, if applicable, this Agreement, and all obligations of the parties hereunder, shall become effective on the date the Governor and Executive Council approve this

Agreement, unless no such approval is required, in which case the Agreement shall become effective on the date the Agreement is signed by the State Agency as shown in block 1.13 (“Effective Date”).

3.2. If the Contractor commences the Services

prior to the Effective Date, all Services performed by the Contractor prior to the

Effective Date shall be performed at the sole risk of the Contractor, and in the event that this Agreement does not become effective, the State shall have no liability to the

Contractor, including without limitation, any obligation to pay the Contractor for any costs incurred or Services performed.

3.3. Contractor must complete all Services by

the Completion Date specified in block 1.7.

4. CONDITIONAL NATURE OF AGREEMENT

Notwithstanding any provision of this Agreement to the contrary, all obligations of the State hereunder, including, without limitation, the continuance of payments hereunder, are contingent upon the availability and continued appropriation 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 reduction or termination of appropriated funds by any state or federal legislative or executive action that reduces, eliminates or otherwise modifies the appropriation 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 until 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 notice of such reduction or termination.

The State shall not be required to transfer funds from any other account or source to the Account identified 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 identified and more particularly 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 Limitation 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 compensation to the Contractor for the

Services.

<DoIT #> - <CONTRACT TITLE>

AGREEMENT

Contractor Initials:

Date:

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 permitted 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 connection with the performance of the

Services, the Contractor shall comply with all applicable statutes, laws, regulations, and orders of federal, state, county or municipal authorities which impose any obligation 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, Executive order 2020-01. In addition, if this Agreement is funded in any part by monies of the United States, the

Contractor shall comply with all federal executive orders, rules, regulations and statutes, and with any rules, regulations and guidelines as the State or the United States issue to implement these regulations. 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 orientation, race, color, marital status, physical or mental disability, religious creed, national origin, gender identity, or gender expression, and will take affirmative action to prevent such discrimination, unless exempt by state or federal law. The Contractor shall ensure any subcontractors comply with these nondiscrimination requirements.

6.3. No payments or transfers of value by

Contractor or its representatives in connection 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 extortion, 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, regulations and orders pertaining to the covenants, terms and conditions 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 Contracting Officer specified in block

1.9, or any successor, shall be the State’s point of contact pertaining to this

Agreement.

<DoIT #> - <CONTRACT TITLE>

AGREEMENT

Contractor Initials:

Date:

8. EVENT OF DEFAULT/REMEDIES

8.1. Any one or more of the following acts or

omissions of the Contractor shall constitute an event of default hereunder (“Event of

Default”):

8.1.1. failure to perform the Services satisfactorily 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 condition 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 actions:

8.2.1. give the Contractor a written notice specifying the Event of Default and requiring it to be remedied within, in the absence of a greater or lesser specification of time, thirty (30) calendar days from the date of the notice; and if the Event of Default is not timely cured, terminate this

Agreement, effective two (2) calendar days after giving the Contractor notice of termination;

8.2.2. give the Contractor a written notice specifying the Event of Default and suspending all payments to be made under this Agreement and ordering that the portion of the contract price which would otherwise accrue to the

Contractor during the period from the date of such notice until such time 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 written notice specifying the Event of Default and set off against any other obligations 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 written notice 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 discretion, terminate the

Agreement for any reason, in whole or in part, by thirty (30) calendar days written notice to the Contractor that the State is exercising its option to terminate the

Agreement.

9.2. In the event of an early termination of this

Agreement for any reason other than the completion of the Services, the Contractor shall, at the State’s discretion, deliver to the

Contracting Officer, not later than fifteen

(15) calendar days after the date of termination, a report (“Termination Report”) describing in detail all Services performed, and the contract price earned, to and including the date of termination. In addition, at the State’s discretion, the

Contractor shall, within fifteen (15) calendar days of notice of early termination, develop and submit to the State a transition plan for

Services under the Agreement.

10. PROPERTY OWNERSHIP/DISCLOSURE

10.1. As used in this Agreement, the word

“Property” shall mean all data, information and things developed or obtained during the performance of, or acquired or developed by reason of, this Agreement, including, but not

<DoIT #> - <CONTRACT TITLE>

AGREEMENT

Contractor Initials:

Date:

limited to, all studies, reports, files, formulae, surveys, maps, charts, sound recordings, video recordings, pictorial reproductions, drawings, analyses, graphic representations, computer programs, computer printouts, notes, letters, 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 termination of this

Agreement for any reason.

10.3. Disclosure of data, information and other

records shall be governed by NH RSA chapter 91 A and/or other applicable law.

Disclosure requires prior written 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’ compensation or other emoluments provided by the

State to its employees.

12. ASSIGNMENT/DELEGATION/ SUBCONTRACTS

12.1. Contractor shall provide the State written

notice at least fifteen (15) calendar days before any proposed assignment, delegation, or other transfer of any interest in this Agreement. No such assignment, delegation, or other transfer shall be effective without the written consent of the

State.

12.2. For purposes of paragraph 12, a Change of

Control shall constitute assignment.

“Change of Control” means: (a) merger, consolidation, or a transaction or series of related transactions in which a third party, together with its affiliates, becomes the direct or indirect owner of fifty percent (50%) or more of the voting shares or similar equity interests, or combined voting power of the

Contractor; or (b) the sale of all or substantially all of the assets of the

Contractor.

12.3. None of the Services shall be subcontracted

by the Contractor without prior written notice and consent of the State.

12.4. The State is entitled 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 actions, claims, damages, demands, judgments, fines, liabilities, losses, and other expenses, including, without limitation, reasonable attorneys’ fees, arising out of or relating 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 constitute a waiver of the State’s sovereign immunity, which immunity is hereby reserved to the State. This covenant in

<DoIT #> - <CONTRACT TITLE>

AGREEMENT

Contractor Initials:

Date:

paragraph 13 shall survive the termination of this

Agreement.

14. INSURANCE

14.1. The Contractor shall, at its sole expense, obtain and continuously 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

Contracting Officer identified in block 1.9, or any successor, a certificate(s) of insurance for all insurance required under this

Agreement. At the request of the

Contracting Officer, or any successor, the

Contractor shall provide certificate(s) of insurance for all renewal(s) of insurance required under this Agreement. The certificate(s) of insurance and any renewals thereof shall be attached and are incorporated herein by reference.

15. WORKERS’ COMPENSATION

15.1. By signing this agreement, the Contractor

agrees, certifies and warrants that the

Contractor is in compliance with or exempt from, the requirements of NH RSA chapter

281-A (“Workers’ Compensation”).

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’

Compensation in connection with activities which the person proposes to undertake pursuant to this Agreement. The Contractor shall furnish the Contracting Officer identified in block 1.9, or any successor, proof of Workers’ Compensation in the manner described in NH RSA chapter 281-A and any applicable renewal(s) thereof, which shall be attached and are incorporated herein by reference. The State shall not be responsible for payment of any Workers’

Compensation 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’ Compensation laws in connection 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 continuing 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 notice by a party hereto to the other party shall be deemed to have been duly delivered or given at the time of mailing by certified mail, postage prepaid, in a United States Post Office addressed to

<DoIT #> - <CONTRACT TITLE>

AGREEMENT

Contractor Initials:

Date:

the parties 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 writing signed by the parties hereto and only after approval of such amendment, waiver or discharge by the Governor and Executive 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 parties to express their mutual intent, and no rule of construction shall be applied against or in favor of any party.

19.2. Any actions arising out of this Agreement, including the breach or alleged breach thereof, may not be submitted to binding arbitration, but must, instead, be brought and maintained in the Merrimack County

Superior Court of New Hampshire which shall have exclusive jurisdiction 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 portion of this Agreement including any attachments 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 parties 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 interpretation, construction or meaning of the provisions of this Agreement.

23. SPECIAL PROVISIONS

Additional or modifying provisions set forth in the attached 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 additional documents and take such further actions as may be reasonably required to carry out the provisions of this Agreement and give effect to the transactions contemplated hereby.

25. SEVERABILITY

In the event any of the provisions of this Agreement are held by a court of competent jurisdiction 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, constitutes the entire agreement and understanding between the parties, and supersedes all prior agreements and understandings with respect to the subject matter hereof.

<DoIT #> - <CONTRACT TITLE>

EXHIBIT A – SPECIAL PROVISIONS

Contractor Initials:

Date:

EXHIBIT A - SPECIAL PROVISIONS

The terms outlined in the P-37 General Provisions are modified as set forth below:

1. Provision 3, Effective Date/Completion of Services, is updated with the following addition:

3.4 The Term may be extended up to Number of Years Choose an item. years(s), (“Extended Term”) at the sole option of the State, subject to the Parties prior written Agreement on applicable fees for each extended

Term under the same terms and conditions, subject to approval of the Governor and Executive Council.

2. Provision 9, Termination, Section 9.2 is deleted and replaced with the following:

9.2 In the event of the termination pursuant to subparagraph 9.1, the contractor shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work.

The State will pay for cost of all Services and Deliverables for which Acceptance has been given by the State, provided through the date of termination but will not be liable for any costs for incomplete Services or winding down the Contract activities. The Contractor shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

9.3 Upon termination of the Contract, the State, in addition to any other rights provided in the Contract, may require Contractor to deliver to the State any property, including without limitation, Software and Written

Deliverables, for such part of the Contract as has been terminated. After receipt of a notice of termination, and except as otherwise directed by the State, Contractor shall:

a. Stop work under the Contract on the date, and to the extent specified, in the notice;

b. Promptly, but in no event longer than ten (10) days after termination, terminate its orders and subcontracts related to the work which has been terminated, and settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts, with the approval or ratification of the State to the extent required, which approval or ratification shall be final for the purpose of this

Section;

c. Take such action as the State directs, or as necessary to preserve and protect the property related to the Contract which is in the possession of Contractor and in which the State has an interest;

d. Take no action to intentionally erase any State data until directed by the State;

e. Transfer title to the State and deliver in the manner, at the times, and to the extent directed by the

State, any property which is required to be furnished to the State and which has been accepted or requested by the State;

f. Implement an orderly return of State data in a CSV (Comma-separated values) or another mutually agreeable format at a time agreed to by the parties;

g. Securely dispose/destroy of all requested data in all of its forms, such as disk, CD/DVD, backup tape and paper, when requested by the State. Data shall be permanently deleted and shall not be

<DoIT #> - <CONTRACT TITLE>

EXHIBIT A – SPECIAL PROVISIONS

Contractor Initials:

Date:

recoverable, according to National Institute of Standards and Technology (NIST)-Special Publication

(SP) 800-88 approved methods. Certificates of destruction shall be provided to the State; and

h. Provide written Certification to the State that Contractor has surrendered to the State all said property and after 180 days has erased all State data.

9.4 If the Contract has expired, or terminated prior to the Completion Date, for any reason, the Contractor shall provide, for a period up to ninety (90) days after the expiration or termination, all transition services requested by the State, at no additional cost, to allow for the expired or terminated portion of the Services to continue without interruption or adverse effect, and to facilitate the orderly transfer of such Services to the

State or its designees (“Transition Services”).

9.5 This covenant in paragraph 9 shall survive the termination of this Contract.

3. Provision 10, Data/Access/Confidentiality/Preservation, is updated with the following addition:

10.4 In performing its obligations under this Agreement, Contractor may gain access to Confidential

Information. The Contractor shall not use the Confidential Information developed or obtained during the performance of, or acquired, or developed by reason of the Agreement, except as directly connected to and necessary for the performance of the Agreement. Contractor shall maintain the confidentiality of and protect from unauthorized use, disclosure, publication, and reproduction (collectively “release”), all

Confidential Information.

10.4.1 In the event of the unauthorized release of Confidential Information, Contractor shall immediately notify the State’s Chief Information Security Officer, and the State may immediately be entitled to pursue any remedy at law and in equity, including, but not limited to, injunctive relief.

10.5 Subject to applicable federal or State laws and regulations, Confidential Information shall not include information which:

a. shall have otherwise become publicly available other than as a result of disclosure by the receiving Party in breach hereof;

b. was disclosed to the receiving Party on a non-confidential basis from a source other than the disclosing Party, which the receiving Party believes is not prohibited from disclosing such information as a result of an obligation in favor of the disclosing Party;

c. is developed by the receiving Party independently of, or was known by the receiving Party prior to, any disclosure of such information made by the disclosing Party; or

d. is disclosed with the written consent of the disclosing Party.

10.6 A receiving Party also may disclose the disclosing Party’s Confidential Information to the extent required by law or an order of a court of competent jurisdiction. Any disclosure of the Confidential Information shall require the prior written approval of the State. Contractor shall immediately notify the State if any request, subpoena or other legal process is served upon Contractor regarding the Confidential Information, and

Contractor shall cooperate with the State in any effort the State undertakes to contest the request, subpoena or other legal process, at no additional cost to the State.

<DoIT #> - <CONTRACT TITLE>

EXHIBIT A – SPECIAL PROVISIONS

Contractor Initials:

Date:

10.7 Contractor Confidential Information. Contractor shall clearly identify in writing all information it claims to be confidential or proprietary upon providing such information to the State. For the purposes of complying with its legal obligations, the State is under no obligation to accept the Contractor’s designation of material as confidential. Contractor acknowledges that the State is subject to State and federal laws governing disclosure of information including, but not limited to, RSA Chapter 91-A. In the event the State receives a request for the information identified by Contractor as confidential, the State shall notify Contractor and specify the date the State will be releasing the requested information. At the request of the State, Contractor shall cooperate and assist the State with the collection and review of Contractor’s information, at no additional expense to the State. Any effort to prohibit or enjoin the release of the information shall be

Contractor’s sole responsibility and at Contractor’s sole expense. If Contractor fails to obtain a court order enjoining the disclosure, the State shall release the information on the date specified in the State’s notice to

Contractor, without any liability to the State.

10.8 This covenant in paragraph 10 shall survive the termination of this Contract.

4. Provision 12, Assignment/Delegation/Subcontracts, is updated with the following addition:

12.5 In the event that Contractor should change ownership for any reason whatsoever that results in a change of control of the Contractor, the State shall have the option of:

a. continuing under the Agreement with Contractor, its successors or assigns for the full remaining

Term of the Agreement or for such period of time as determined necessary by the State;

b. immediately terminate the Agreement without liability to or further compensation owed to

Contractor, its successors or assigns.

5. The following Provisions are added and made part of the P37:

27. FORCE MAJEURE

27.1 Neither Contractor nor the State shall be responsible for delays or failures in performance resulting from events beyond the control of such Party and without fault or negligence of such Party. Such events shall include, but not be limited to, acts of God, strikes, lock outs, riots, and acts of War, epidemics, acts of

Government, fire, power failures, nuclear accidents, earthquakes, and unusually severe weather.

27.2 Except in the event of the foregoing, Force Majeure events shall not include the Contractor’s inability to hire or provide personnel needed for the Contractor’s performance under the Contract.

28. REQUIREMENTS FOR WEB CONTENT AND MOBILE APPLICATION ACCESSIBILITY.

28.1 Under Title II of the Americans with Disabilities Act, the State is required to provide equal access to all of its services, programs, and activities that are provided or made available to the public (whether directly or through contractual, licensing, or other arrangements) via the web and mobile applications. Accordingly, all web content and mobile applications developed, delivered, or otherwise furnished by Contractor pursuant to the terms and conditions of this Agreement shall comply with all applicable accessibility requirements under

<DoIT #> - <CONTRACT TITLE>

EXHIBIT A – SPECIAL PROVISIONS

Contractor Initials:

Date:

28 C.F.R. § 35.200 and the technical standards for web content and mobile application accessibility specified in version 2.1 of the Web Content Accessibility Guidelines at Level AA conformance.

28.2 Contractor acknowledges and agrees that the State may require Contractor’s compliance with the web content and mobile application accessibility standards set forth in Paragraph 28.1 to be determined by a third-party selected by the State in its sole and absolute discretion.

29. EXHIBITS/ATTACHMENTS

The Exhibits and Attachments referred to in and attached to the Contract are incorporated by reference as if fully included in the text of the Contract.

30. NON-EXCLUSIVE CONTRACT

The State reserves the right, at its discretion, to retain other vendors to provide any of the Services or

Deliverables identified under this Agreement. Contractor shall make best efforts to coordinate work with all other State vendors performing Services which relate to the work or Deliverables set forth in the Agreement.

The State intends to use, whenever possible, existing Software and hardware contracts to acquire supporting

Software and hardware.

31. PROHIBITED TECHNOLOGIES

a. No equipment or services on the State of New Hampshire's Prohibited Technologies List; and

b. No equipment or services on the FCC Covered List.

32. ORDER OF PRECEDENCE

In the event of conflict or ambiguity among any of the text within this agreement, the following Order of

Precedence shall govern:

I. State of New Hampshire, <AGENCY NAME> Contract Agreement <AGENCY

TRACKING/CONTRACT 202X-XXX P-37 as amended by Exhibit A.

II. State of New Hampshire, <AGENCY NAME> Contract Exhibits in order of precedence:

a. Exhibit B.

b. Exhibit C.

c. Exhibit D (or D-1).

d. Exhibit E.

e. Exhibit F.

f. Exhibit G.

III. State of New Hampshire, <AGENCY NAME> <AGENCY RFP#> <RFP TITLE>.

IV. Vendor Proposal Response to <AGENCY NAME> <AGENCY RFP#> <RFP TITLE> dated Click or tap to enter a date.

<DoIT #> - <CONTRACT TITLE>

EXHIBIT A – SPECIAL PROVISIONS

Contractor Initials:

Date:

V. Additional Contractor Provided Documents (Exhibit H).

Remainder of this page intentionally left blank.

<DoIT #> - <CONTRACT TITLE> EXHIBIT B – STATEMENT OF WORK BUSINESS AND TECHNICAL REQUIREMENTS AND DELIVERABLES

Contractor Initials:

Date:

EXHIBIT B – STATEMENT OF WORK (SOW) BUSINESS AND

TECHNICAL REQUIREMENTS AND DELIVERABLES

The Statement of Work, Business and Technical Requirements, and Deliverables are set forth below:

1. STATEMENT OF WORK

<Detailed SOW>

2. BUSINESS / TECHNICAL REQUIREMENTS

2.1. Business Requirements

Table B-2.1 Business Requirements

2.2. Technical Requirements

Table B-2.2 Technical Requirements

2.3. Service Level Agreement (SLA) – Table B-2.3 Service Level Requirements

Contractor agrees to the following Service Level Requirements

Criticality (M = Mandatory; P = Preferred).

Requirement # Requirement Description Criticality

SLA-1

Contractor’s System support and maintenance shall commence upon the Effective Date and extend through the end of the Contract term, and any extensions thereof.

M

SLA-2

Contractor shall maintain the hardware and Software in accordance with the specifications, terms, and requirements of the Contract, including providing upgrades and fixes as required.

M

SLA-3

Contractor shall repair or replace the hardware or software, or any portion thereof, so that the System operates in accordance with the Specifications, terms, and requirements of the Contract.

M

SLA-4

All hardware and software components of the Contractor hosting infrastructure shall be fully supported by their respective manufacturers at all times. All critical patches for operating systems, databases, web services, etc., shall be applied within sixty (60) days of release by their respective manufacturers. (RA- 5)

M

SLA-5

The State shall have unlimited access, via phone or Email, to the Contractor technical support staff between the hours of 8:30 AM to 5:00 PM, Monday through Friday EST.

M

SLA-6

Contractor shall conform to the specific deficiency class as described below or as agreed to by the parties:

Class A Deficiency – Software - Critical, does not allow System to operate, no work around, demands immediate action; Written Documentation - missing significant portions of information or unintelligible to State; Non-Software -

M

<DoIT #> - <CONTRACT TITLE> EXHIBIT B – STATEMENT OF WORK BUSINESS AND TECHNICAL REQUIREMENTS AND DELIVERABLES

Contractor Initials:

Date:

Services were inadequate and require re-performance of the Service.

Class B Deficiency – Software - important, does not stop operation and/or there is a work around and user can perform tasks; Written Documentation - portions of information are missing but not enough to make the document unintelligible; Non-Software - Services were deficient, require reworking, but do not require re-performance of the Service.

Class C Deficiency – Software - minimal, cosmetic in nature, minimal effect on System, low priority and/or user can use System; Written Documentation - minimal changes required and of minor editing nature; Non-Software - Services require only minor reworking and do not require re-performance of the Service.

SLA-7

As part of the maintenance agreement, ongoing support issues shall be responded to according to the following:

Class A Deficiency – Contractor shall have available to the State on-call telephone assistance, with issue tracking available to the State, eight (8) hours per day and five (5) days a week with an email / telephone response within two (2) hours of request; or the Contractor shall provide support onsite or with remote diagnostic Services, within four (4) business hours of a request;

Class B & C Deficiency – The State shall notify the Contractor of such Deficiencies during regular business hours and the Contractor shall respond back within four (4) hours of notification of planned corrective action; Contractor shall repair or replace Software, and provide maintenance of the Software in accordance with the Specifications, Terms and Requirements of the Contract.

M

SLA-8

The hosting server for the State shall be available twenty-four (24) hours a day, 7 days a week except for during scheduled maintenance.

M

SLA-9

A regularly scheduled maintenance window shall be identified (such as weekly, monthly, or quarterly) at which time all relevant server patches and application upgrades shall be applied.

M

SLA-10

If Contractor is unable to meet the uptime requirement, Contractor shall credit State’s account in an amount based upon the following formula: (Total Contract Item Price/365) x Number of Days Contract Item Not Provided. The State must request this credit in writing.

M

SLA-11

Contractor shall use a change management policy for notification and tracking of change requests as well as critical outages.

M

<DoIT #> - <CONTRACT TITLE> EXHIBIT B – STATEMENT OF WORK BUSINESS AND TECHNICAL REQUIREMENTS AND DELIVERABLES

Contractor Initials:

Date:

SLA-12

A critical outage will be designated when a business function cannot be met by a nonperforming application and there is no work around to the problem.

M

SLA-13

Contractor shall maintain a record of the activities related to repair or maintenance activities performed for the State and shall report quarterly on the following: Server up-time; All change requests implemented, including operating system patches; All critical outages reported including actual issue and resolution;

Number of deficiencies reported by class with initial response time as well as time to close.

M

SLA-14

Contractor will give two-business days prior notification to the State Project Manager of all changes/updates and provide the State with training due to the upgrades and changes.

M

SLA-15

Contractor shall make available to the State the latest program updates, general maintenance releases, selected functionality releases, patches, and Documentation that are generally offered to its customers, at no additional cost.

M

SLA-16

For all maintenance Services calls, Contractor shall ensure the following information will be collected and maintained:

1. Nature of the Deficiency.

2. Status of the Deficiency.

3. Action plans, dates, and times.

4. Expected and actual completion time.

5. Deficiency resolution information.

6. Resolved by.

7. Identifying number i.e., work order number.

8. Issue identified by.

P

SLA-17

Contractor must work with the State to identify and troubleshoot potentially large-scale System failures or Deficiencies by collecting the following information:

1. Mean time between reported Deficiencies with the Software.

2. Diagnosis of the root cause of the problem.

3. Identification of repeat calls or repeat Software problems.

P

2.4. Compliance Requirements

Agency Compliance Documents are identified in Exhibit G: Attachment 2

3. ACTIVITY, DELIVERABLE, AND MILESTONE

<Table B-3 DELIVERABLES>

<DoIT #> - <CONTRACT TITLE> EXHIBIT B – STATEMENT OF WORK BUSINESS AND TECHNICAL REQUIREMENTS AND DELIVERABLES

Contractor Initials:

Date:

4. DELIVERABLE REVIEW AND ACCEPTANCE

4.1. Non-Software and Written Deliverables Review and Acceptance

The Contractor shall provide a written Certification that a non-software, written deliverable

(such as the Test Plan) is final, complete, and ready for Review. After receiving such

Certification from the Contractor, the State will Review the Deliverable to determine whether it meets the requirements outlined in this Exhibit. The State will notify the Contractor in writing of its Acceptance or rejection of the Deliverable, or its partial or conditional Acceptance of the

Deliverable, within five (5) business days of the State’s receipt of the Contractor’s written

Certification; provided that if the State determines that the State needs more than five (5) days, then the State shall be entitled to an extension of up to an additional ten (10) business days. If the State rejects the Deliverable or any portion of the Deliverable, or if any Acceptance by the

State is conditioned upon completion of any related matter, then the State shall notify the

Contractor of the nature and class of the Deficiency, or the terms of the conditional

Acceptance, and the Contractor shall correct the Deficiency or resolve the condition to

Acceptance within the period identified in the Work Plan. If no period for the Contractor’s correction of the Deliverable or resolution of condition is identified, the Contractor shall correct the Deficiency in the Deliverable or resolve the condition within five (5) business days or such longer period as the State (in its sole discretion) may agree. Upon receipt of the corrected

Deliverable, the State shall have five (5) business days to review the Deliverable and notify the

Contractor of its Acceptance, Acceptance in part, conditional Acceptance, or rejection thereof, with the option to extend the Review Period up to five (5) additional business days, or mutually agreed upon timeframe. If the Contractor fails to correct the Deficiency within the allotted period, the State may, at its option, continue reviewing the Deliverable and require the

Contractor to continue until the Deficiency is corrected, or immediately terminate the Contract, declare the Contractor in default, and or pursue its remedies at law and in equity.

4.2. Software Deliverables Review and Acceptance

System/Software Testing and Acceptance shall be performed as set forth in the Test Plan and more particularly described in Acceptance and Testing Services described herein.

4.3. Number of Deliverables

Unless the State otherwise specifically agrees in writing, in no event shall the Contractor certify for testing and deliver to the State more than three (3) Deliverables for review or testing at one time. As the State accepts a Deliverable, an additional Deliverable may be presented for review but at no time can the Deliverables exceed three (3) at a time without the authorization of the

State.

4.4. Conditional and Unconditional Acceptance

By accepting a Deliverable, the State reserves the right to reject any and all Deliverables in the event the State detects any Deficiency in the System, in whole or in part, through completion of all Acceptance Testing, including but not limited to, Software/System Acceptance Testing, and any extensions thereof.

<DoIT #> - <CONTRACT TITLE> EXHIBIT B – STATEMENT OF WORK BUSINESS AND TECHNICAL REQUIREMENTS AND DELIVERABLES

Contractor Initials:

Date:

5. CHANGE ORDER

The State may make changes, revisions or request enhancements to the Scope of Work at any time by written Change Order. The State originated changes, revisions or enhancements shall be approved by the Department of Information Technology. Within five (5) business days of

Contractor’s receipt of a Change Order, Contractor shall advise the State, in detail, of any impact on cost (e.g., increase or decrease), the Schedule, and the Work Plan.

Contractor may propose a change within the scope of the Contract by written Change Order, identifying any impact on cost, the Schedule, and the Work Plan. The State shall acknowledge receipt of Contractor’s requested Change Order within five (5) business days. The State Agency, as well as the Department of Information Technology, must review and approve all Change

Orders in writing. The State shall be deemed to have rejected the Change Order if the Parties are unable to reach an agreement in writing within 30 days of receipt of the Change Order.

Change orders resulting in an increase of Price Limitation, an extension of time for Contract completion or a significant change to the scope of the Contract may require approval by the

Governor and Council.

A Change Order which is accepted and executed by both Parties, and if applicable approved by

Governor and Council, shall amend the terms of this Agreement.

6. IMPLEMENTATION SERVICES

The Contractor shall employ an industry-standard Implementation strategy with a timeline set forth in accordance with the Work Plan.

The Contractor shall manage Project execution and provide the tools needed to create and manage the Project’s Work Plan and tasks, manage and schedule Project staff, track and manage issues, manage changing requirements, maintain communication within the Project

Team, and Report status.

The Contractor and the State shall adopt a Change Management approach to identify and plan key strategies, communication initiatives, and training plans.

7. PROJECT MANAGEMENT

7.1. Project Management Outline

The Contractor shall provide project tracking tools and templates to record and manage Issues, Risks, Change Requests, Requirements, and other documents used in the management and tracking of the project. The State believes that effective communication and Reporting are essential to Project success. The Contractor shall employ effective communication and

Reporting strategies to ensure Project success. The Contractor Key Project Staff shall participate in meetings as requested by the State, in accordance with the requirements and terms of this Contract.

The Project requires the coordinated efforts of a Project Team consisting of both Contractor and

State personnel. Contractor shall provide all necessary resources to perform its obligations

<DoIT #> - <CONTRACT TITLE> EXHIBIT B – STATEMENT OF WORK BUSINESS AND TECHNICAL REQUIREMENTS AND DELIVERABLES

Contractor Initials:

Date:

under the Contract. Contractor is responsible for providing all appropriate resources and personnel to manage this Project to a successful completion.

The Contractor shall conduct criminal background checks and not utilize any staff, including subcontractors, to fulfill the obligations of the contract who have been convicted of any crime of dishonesty, including but not limited to criminal fraud, or otherwise convicted of any felony or misdemeanor offense for which incarceration for up to 1 year is an authorized penalty. The

Contractor shall promote and maintain an awareness of the importance of securing the State’s information among the Contractor’s employees and agents.

The State may, at its sole expense, conduct reference and background screening of the

Contractor’s Project Manager and Key Project Staff. The State shall maintain the confidentiality of background screening results in accordance with the Contract Agreement.

The Contractor shall be responsible for knowledge transfer between all Contractor project teams for all deliverables defined in this Project Agreement.

7.2. The Contractor Key Project Staff

The Contractor’s Contract Manager

Contractor shall assign a Contract Manager who will be responsible for all Contract authorization and administration, including but not limited to processing Contract documentation, obtaining executive approvals, tracking costs and payments, and representing the parties in all Contract administrative activities. Contractor’s Contract Manager is:

<CONTRACTOR CONTRACT MANAGER NAME>

<CONTRACTOR TELEPHONE>

<CONTRACTOR POC EMAIL>

The Contractor’s Project Manager

Contractor shall assign a Project Manager who is qualified to perform or supervise the

Contractor’s obligations under this Agreement. Contractor’s Project Manager is:

<CONTRACTOR PROJECT MANAGER NAME>

<CONTRACTOR TELEPHONE>

<CONTRACTOR POC EMAIL>

Contractor’s selection of the Project Manager shall be subject to the prior written approval of the State. The State’s approval process may include, without limitation, at the State’s discretion, review of the proposed Project Manager’s resume, qualifications, references, and background checks, and an interview. The State may require removal or reassignment of Project

Manager who, in the sole judgment of the State, is found unacceptable or is not performing to the State’s satisfaction.

Project Manager must be qualified to perform the obligations required of the position under the

Contract, shall have full authority to make binding decisions under the Contract, and shall

<DoIT #> - <CONTRACT TITLE> EXHIBIT B – STATEMENT OF WORK BUSINESS AND TECHNICAL REQUIREMENTS AND DELIVERABLES

Contractor Initials:

Date:

function as Contractor’s representative for all administrative and management matters. Project

Manager must be available to promptly respond during normal Business Hours within Select # of hours hour(s) of inquiries from the State and be at the site as needed. Project Manager must work diligently and use his/ her best efforts on the Project.

Change of Project Manager

Contractor may not replace the Project Manager or change its assignment of Project Manager without providing the State written notice and obtaining the prior approval of the State of the replacement Project Manager. State approvals for replacement of Project Manager shall not be unreasonably withheld. The replacement Project Manager is subject to the same requirements and Review as set forth above. Contractor shall assign a replacement Project Manager within ten (10) business days of the departure of the prior Project Manager, and Contractor shall continue during the ten (10) business day period to provide competent project management

Services through a qualified interim Project Manager.

The Contractors Additional Key Project Staff

The State considers the following individuals to be Key Project Staff for this Project:

<CONTRACTOR STAFF NAME>

<TITLE>

…