RFB DOS 2024-07.pdf

STATE OF NEW HAMPSHIRE

Department of Safety Division of Administration

Financial Management & Planning Bureau

RFB DOS 2024-07

REQUEST FOR BIDS

FOR:

Replacing the hand rail and concrete edge Dover DMV 50 Boston Harbor Rd.

ISSUED:

BIDS DUE NO LATER THAN:

4/18/2024 at 2:30 EST(EDT)

CONTENTS:

Section 1: Overview and Requirements Section 2: Terms and Conditions Section 3: Bid Submission Instructions Section 4: Bid Response Documents

RFB DOS 2024-07 Page 2 of 11

SECTION 1: OVERVIEW & REQUIREMENTS

OVERVIEW:

Replacing the hand rail and concrete edging to match the existing handrail at Dover DMV 50 Boston Harbor Rd.

SECTION 2: TERMS & CONDITIONS

SPECIFICATIONS:

Replacing the existing broken hand rail, the entire length of the entrance. Replace the existing sidewalk edging where chipped. This is a onetime service and maintenance is not required.

VENDOR CERTIFICATIONS:

ALL bidders MUST be duly registered as a vendor authorized to conduct business in the State of New Hampshire.

STATE OF NEW HAMPSHIRE VENDOR APPLICATION: Bidders MUST have a completed Vendor Application and Alternate W-9 Form which MUST be on file with the NH Bureau of Purchase and Property. See the following website for information on obtaining and filing the required forms (no fee):

https://www.das.nh.gov/purchasing/vendorresources.aspx

NEW HAMPSHIRE SECRETARY OF STATE REGISTRATION: A bid award, in the form of a purchase order or contract, will ONLY be awarded to a vendor who is CURRENTLY registered to do business AND in good standing with the State of New Hampshire. Please visit the following website to find out more about the requirements for registration with the NH Secretary of State:

https://sos.nh.gov/corporation-ucc-securities/corporation/online-business-services/

VENDOR RESPONSIBILITY:

The successful vendor shall be solely responsible for meeting all terms and conditions specified in the RFB, their bid, and any resulting contract. Any subcontracted vendor shall first be approved by the State. The vendor shall remain wholly responsible for performance under the contract and will be considered the sole point of contact with regard to all contractual matters, including payment of any and all charges resulting from any contract.

Regardless of the vendors selected, DOS reserves the right to use any information presented in a bid response. The content of each vendor’s bid shall become public information once a contract has been awarded.

LIABILITY:

https://www.das.nh.gov/purchasing/vendorresources.aspx https://sos.nh.gov/corporation-ucc-securities/corporation/online-business-services/

RFB DOS 2024-07 Page 3 of 11

The State shall not be held liable for any costs incurred by the vendor in the preparation of their proposal or for work performed prior to contract issuance.

CERTIFICATE OF INSURANCE:

Prior to performing any services for the State, vendors awarded a contract shall be required to:

• Submit proof of comprehensive general liability insurance in accordance with Section 14 of the P-37 contract. The coverage shall have appropriate riders against all claims of bodily injury, death or property damage, in amounts of not less than $1,000,000.00 per occurrence and $2,000,000.00 aggregate.

• Certify compliance with, or exemption from, the requirements of NH RSA 281-A, Workers’ Compensation, in accordance with Section 15 of the P-37 contract.

CONTRACT TERMS AND CONDITIONS:

The form contract P-37 included herein shall be part of this bid and the basis for contract discussions. The successful vendor and the State, following notification of award, shall promptly execute this form of contract, which is to be completed by incorporating the service requirements and price conditions established by the vendor’s offer.

BID INQUIRIES/CLARIFICATIONS:

All questions regarding this RFB contact Annie Bullis, Department of Safety, Division of Administration, at DOSPurchasing@dos.nh.gov

All questions regarding the scope of service contact Jim Minery at 603-419-9451

Vendor Inquiry Period ends 04/15/2024 by 2:30 PM.

Final Agency Responses to Inquiries will be by 4/16/2024 at 2:30 PM

Vendor must include complete contact information including the vendor's name, telephone number and fax number and e-mail address.

ADDENDUM:

In the event it becomes necessary to add or revise any part of this bid prior to the scheduled Bid Opening/Due Date, the Division of Administration, Financial Management & Planning Bureau shall post any Addenda on the website. It is a vendor’s responsibility to access the website to ensure no bidding opportunity or addenda are overlooked which may impact this bid. The web address is The web address is https://apps.das.nh.gov/bidscontracts/bids.aspx

BID OPENING/DUE DATE:

All bid submissions must be received at the Department of Safety, Division of Administration, Financial Management & Planning Bureau no later than 2:30 PM EST on April 18,2024. Submissions received after the date and time specified will be marked as late and will not be eligible for consideration in the evaluation process. There will be no exceptions to this requirement.

https://apps.das.nh.gov/bidscontracts/bids.aspx

RFB DOS 2024-07 Page 4 of 11

The Agency will conduct an initial screening step to verify Vendor compliance with the submission requirements set forth in the RFB and the minimum substantive content and bid format set forth within this RFB. The Agency may waive or offer a limited opportunity to cure immaterial deviations from the RFB requirements if it is determined to be in the best interest of the State. A bid that fails to satisfy content, format or submission requirements may be rejected without further consideration.

All offers shall remain valid for a period of one hundred and twenty (120) days from the Bid Due Date. A vendor’s disclosure or distribution of proposals other than to Department of Safety, Division of Administration, Financial Management & Planning Bureau, will be grounds for disqualification. No more than one (1) bid per respondent should be submitted.

BID RECEIPT AND OPENING:

In accordance with RSA 21-G:37 I and II(a), to preserve the integrity of the bidding process, a public bid opening will be held at which it shall disclose the name of the bidders which submitted timely bids and the prices offered.

AWARD CONSIDERATION:

The contract award shall be made to a Vendor meeting all terms and conditions of this RFB and providing the lowest total cost of the price for books only, books with CD’s included and books with e-book option.

The State reserves the right to cancel all or any part of this RFB at any time. Cancellation of this RFB, in whole or in part, shall not bar the State from issuing an RFB for the same services or from purchasing the same services through other means. Any resulting contract(s) shall become effective on the date approved by Governor and her Executive Council for the State of New Hampshire.

If necessary, the vendor agrees to submit a properly executed State agreement form P37 and provide required supporting documentation/certifications within ten (10) business days of being notified they were the lowest bidder. Any agreement(s) that may result from this RFB shall not be binding on either party until final approval.

NOTIFICATION AND AWARD OF CONTRACTS:

Department of Safety, Division of Administration, Financial Management & Planning Bureau, shall provide written notification to a vendor who is awarded a contract relative to this RFB. Public announcements or news releases pertaining to any contract awarded shall not be made without the written permission of the Department.

Bid results will not be given by telephone. Bid results will be made public at the time of bid award which occurs upon the approval of the Governor & Council. Bid results may be viewed on our website at www.nh.gov/safety/commissioner/procurement/index.htm

INVOICING AND PAYMENT:

Invoices shall be submitted via email to the Department of Safety upon completion of services to the equipment. Payment of said invoices shall be paid in full within thirty (30) days after receipt of properly documented invoices and acceptance of the work to the State’s satisfaction.

Invoice Remit Email Address: accountspayable@dos.nh.gov http://www.nh.gov/safety/commissioner/procurement/index.htm

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SECTION 3: BID SUBMISSION INSTRUCTIONS

INSTRUCTIONS:

All vendors must summarize their prices in Section 4 and complete Attachment 1

All vendors must have a certificate of good standing from NH Secretary of State, a certificate of authority/vote and a certificate of lability insurance.

All vendors must be registered as a NH vendor with a NH vendor identification number.

Once the bidder is selected, the contract will go to the Governor and Council for final approval to award the contract.

BID SUBMISSION:

Vendors shall submit their sample product and bid in its entirety via hand-delivery, mail (address below), or electronically to DOSPurchasing@dos.nh.gov

Mailing Address:

Annie Bullis NH Department of Safety Division of Administration, Financial Management & Planning Bureau 33 Hazen Drive Concord, NH 03305

Hand-Delivered:

Annie Bullis NH Department of Safety Division of Administration, Financial Management & Planning Bureau 33 Hazen Drive Concord, NH 03305

Responses shall be marked as:

State of New Hampshire RFB DOS 2024-07 Due Date: 04/18/2024 _ @ 2:30 PM mailto:heather.clough@dos.nh.gov

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SECTION 4: BID RESPONSE DOCUMENTS

O FF ER :

The bidder hereby offers to provide services to replace the concrete sidewalk with a new asphalt sidewalk to the State of New Hampshire in accordance with all the requirements of this bid for the entire contract term.

QUALIFICATION OF CONTRACTORS:

The contractor shall provide, at least 2 clients currently being serviced and that the clients listed demonstrate successful services for the makes and types of services listed within this bid.

Client Name____________________, Contact Person____________________ Phone # ___________________

Client Name____________________, Contact Person____________________ Phone # ___________________

Client Name____________________, Contact Person____________________ Phone # ___________________

BIDDER CONTACT INFORMATION:

VENDOR NAME: ___________________________________________________________________________

VENDOR ADDRESS:

CONTACT NAME: __________________________________________________________________________

CONTACT EMAIL:

TEL. #_______________________________________ FAX#________________________________________

EMERGENCY RESPONSE # __________________________________________________________________

REMIT ADDRESS: __________________________________________________________________________

REMIT CITY, STATE ZIP: ____________________________________________________________________

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QUOTE FORM

The bidder hereby offers to provide services to replace the concrete sidewalk with a new asphalt sidewalk to the State of New Hampshire in accordance with all the requirements of this bid for the entire contract term.

COMPANY: _____________________________________________________________________________

CONTACT: ______________________________________________________________________________

ADDRESS: ______________________________________________________________________________

CITY/STATE/ZIP:_________________________________________________________________________

Itemized Goods / Services Description Qty Price

Total Bid $

Signed:________________________________________________ Date:___________________________

Printed Name:__________________________________________ Title:___________________________

Submit with other forms to: NH Department of Safety, Division of Administration, Financial Management & Planning Bureau 33 Hazen Drive Concord, NH 03305

Attention: Annie Bullis

Contractor Initials ________

Date ________

FORM NUMBER P-37 (version 12/11/2019)

AGREEMENT

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

GENERAL PROVISIONS

1. IDENTIFICATION.

1.1 State Agency Name

1.2 State Agency Address

1.3 Contractor Name

1.4 Contractor Address

1.5 Contractor Phone

Number

1.6 Account Number

1.7 Completion Date 1.8 Price Limitation

1.9 Contracting Officer for State Agency

1.10 State Agency Telephone Number

1.11 Contractor Signature

Date:

1.12 Name and Title of Contractor Signatory

1.13 State Agency Signature

Date:

1.14 Name and Title of State Agency Signatory

1.15 Approval by the N.H. Department of Administration, Division of Personnel (if applicable)

By: Director, On:

1.16 Approval by the Attorney General (Form, Substance and Execution) (if applicable)

By: On:

1.17 Approval by the Governor and Executive Council (if applicable)

G&C Item number: G&C Meeting Date:

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.

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 as indicated in block 1.17, 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.

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 affected 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. 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, 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 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. The State shall have no liability to the Contractor other than the contract price.

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 N.H. RSA 80:7 through RSA 80:7-c or any other provision of law.

5.4 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.

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. 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 race, color, religion, creed, age, sex, handicap, sexual orientation, or national origin and will take affirmative action to prevent such discrimination.

6.3. 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 all rules, regulations and orders, and 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 Unless otherwise authorized in writing, during the term of this Agreement, and for a period of six (6) months after the Completion Date in block 1.7, the Contractor shall not hire, and shall not permit any subcontractor or other person, firm or corporation with whom it is engaged in a combined effort to perform the Services to hire, any person who is a State employee or official, who is materially involved in the procurement, administration or performance of this Agreement. This provision shall survive termination of this Agreement.

7.3 The Contracting Officer specified in block 1.9, or his or her successor, shall be the State’s representative. In the event of any dispute concerning the interpretation of this Agreement, the Contracting Officer’s decision shall be final for the State.

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 anyone, 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) days from the date of the notice; and if the Event of Default is not timely cured, terminate this Agreement, effective two (2) 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.

8.3. No failure by the State to enforce any provisions hereof after any Event of Default shall be deemed a waiver of its rights with regard to that Event of Default, or any subsequent Event of Default. No express failure to enforce any Event of Default shall be deemed a waiver of the right of the State to enforce each and all of the provisions hereof upon any further or other Event of Default on the part of the Contractor.

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) 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) 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. The form, subject matter, content, and number of copies of the Termination Report shall be identical to those of any Final Report described in the attached EXHIBIT B.

In addition, at the State’s discretion, the Contractor shall, within 15 days of notice of early termination, develop and submit to the State a Transition Plan for services under the Agreement.

10. DATA/ACCESS/CONFIDENTIALITY/

PRESERVATION.

10.1 As used in this Agreement, the word “data” shall mean all information 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 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 Confidentiality of data shall be governed by N.H. RSA

chapter 91-A or other existing law. Disclosure of data 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 The Contractor shall not assign, or otherwise transfer any interest in this Agreement without the prior written notice, which shall be provided to the State at least fifteen (15) days prior to the assignment, and a written consent of the State. For purposes of this paragraph, 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.

12.2 None of the Services shall be subcontracted by the

Contractor without prior written notice and consent of the State.

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. Unless otherwise exempted by law, the Contractor shall indemnify and hold harmless the State, its officers and employees, from and against any and all claims, liabilities and costs for any personal injury or property damages, patent or copyright infringement, or other claims asserted against the State, its officers or employees, which arise out of (or which may be claimed to arise out of) the acts or omission of the Contractor, or subcontractors, including but not limited to the negligence, reckless or intentional conduct. The State shall not

Date ________ 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 sovereign immunity of the State, which immunity is hereby reserved to the State. This covenant in 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 N.H. 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 his or her successor, a certificate(s) of insurance for all insurance required under this Agreement.

Contractor shall also furnish to the Contracting Officer identified in block 1.9, or his or her successor, certificate(s) of insurance for all renewal(s) of insurance required under this Agreement no later than ten (10) days prior to the expiration date of each insurance policy. 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 N.H. RSA chapter 281-A (“Workers’ Compensation”).

15.2 To the extent the Contractor is subject to the requirements of N.H. 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 his or her successor, proof of Workers’ Compensation in the manner described in N.H. 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. 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 the parties at the addresses given in blocks 1.2 and 1.4, herein.

17. 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.

18. CHOICE OF LAW AND FORUM. This Agreement shall be governed, interpreted and construed in accordance with the laws of the State of New Hampshire, and is binding upon and inures to the benefit of the parties and their respective successors and assigns. 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.

Any actions arising out of this Agreement shall be brought and maintained in New Hampshire Superior Court which shall have exclusive jurisdiction thereof.

19. CONFLICTING TERMS. In the event of a conflict between the terms of this P-37 form (as modified in EXHIBIT A) and/or attachments and amendment thereof, the terms of the P-37 (as modified in EXHIBIT A) shall control.

20. THIRD PARTIES. The parties hereto do not intend to benefit any third parties and this Agreement shall not be construed to confer any such benefit.

21. 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.

22. SPECIAL PROVISIONS. Additional or modifying provisions set forth in the attached EXHIBIT A are incorporated herein by reference.

23. 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.

24. 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.

AGREEMENT