rfb-tpk-2025-04.pdf

JOHN O. MORTON BUILDING 7 HAZEN DRIVE P.O. BOX 483 CONCORD, NEW HAMPSHIRE 03302-0483 TELEPHONE: (603) 271-3734 FAX: (603) 271-3914 TDD: RELAY NH 1-800-735-2964 DOT.NH.GOV

THE STATE OF NEW HAMPSHIRE

DEPARTMENT OF TRANSPORTATION

William Cass, P.E.

Commissioner

David Rodrigue, P.E.

Assistant Commissioner

Andre Briere, Colonel, USAF (RET) Deputy Commissioner

January 23, 2025

Dear Sir or Madam, The State of New Hampshire, Department of Transportation, Bureau of Turnpikes is soliciting price proposals for Overhead Door Services from July 1, 2025, through June 30, 2027, effective upon Governor and Council approval.

Enclosed is a proposal form, which outlines the Scope of Services required, and solicits your price proposal. Please contact Colby Powelson (colby.e.powelson@dot.nh.gov) and/or Pat Levy (Patricia.A.Levy@dot.nh.gov) with any questions about the scope of work.

Please note that the Department of Transportation requires the following documentation (subject to change) for Governor and Council approval of its contracts.

Certificate of Authorization from the Secretary of State office, dated after April 1, 2024.

Certificate of Insurance naming the State of New Hampshire, Department of Transportation, as additional insured under the contractual provision on the general liability policy.

Corporate Certificate of Vote signed and sealed.

The above listed documents are only required from the bidder who is awarded the contract.

Should you be interested in bidding to provide these services, please complete the enclosed proposal form. Proposals shall be placed in two envelopes, with the inner envelope sealed and plainly marked “Bid for Overhead Door Services - NHDOT Bureau of Turnpikes” mailed to: Bureau of Turnpikes, PO Box 2950, Concord NH 03302-2950 or hand/courier delivered to Bureau of Turnpikes, Turnpikes

JOHN O. MORTON BUILDING 7 HAZEN DRIVE P.O. BOX 483 CONCORD, NEW HAMPSHIRE 03302-0483 TELEPHONE: (603) 271-3734 FAX: (603) 271-3914 TDD: RELAY NH 1-800-735-2964 DOT.NH.GOV

Administration Building, 36 Hackett Hill Rd, Hooksett NH 03106 (USPS will not deliver to the Bureau of Turnpikes’ physical address).

Sealed proposals shall be received and deposited in the bid box at the location specified above prior to 2:00 o’clock p.m., prevailing time on Wednesday, February 28, 2025, at which time they will be opened and read aloud. It shall be the bidder’s responsibility to ensure the proposal is deposited as specified. Proposals delivered to the bureau by alternative means to hand-delivery are submitted at the sole risk of the bidder. The Department will not accept responsibility for any reason if the proposal is not deposited in the bid box by the specified time and date. Proposals received after the time for opening bids will be returned to the bidder unopened.

Questions on this matter and site visits should be directed to Colby Powelson at (603) 485-3806.

Sincerely, Pat Levy Business Manager Bureau of Turnpikes 603-485-3806 Patricia.A.Levy@dot.nh.gov

Enclosures

CC: John Corcoran Sam Newsom Colby Powelson Samantha L. Fauteux

RFB TPK 2025-04

NEW HAMPSHIRE DEPARTMENT OF TRANSPORTATION

BUREAU OF TURNPIKES

PROPOSAL BID FOR OVERHEAD DOOR SERVICES AT THE

BUREAU OF TURNPIKES MAINTENANCE AND TOLL FACILITIES

(Write Company Name, Address and Telephone Number)

(Hereinafter referred to as the CONTRACTOR) submits the bid in a sealed envelope marked “Bid for Overhead Door Services NHDOT Bureau of Turnpikes” as spelled out in Section F: COMPENSATION PROPOSAL below to the State of New Hampshire, Department of Transportation, Bureau of Turnpikes (hereinafter referred to as the DEPARTMENT) to furnish services under the Terms of Agreement spelled out below for door services.

A. INTRODUCTION: The DEPARTMENT seeks to engage a contractor for the purpose of providing overhead door services including maintenance, repairs, alterations, and new installations at each of the fifteen (15) maintenance, welcome center, and toll facilities. See the attached location list (Attachment A). Contractors may visit the locations before submitting bids by calling the Turnpikes Facility Engineer at (603) 485-3806.

B. TERMS OF AGREEMENT: The CONTRACTOR agrees to the following:

1. Provide all labor, materials and equipment to perform maintenance, repairs, alterations, and new installations of the doors at each of the fifteen (15) maintenance, welcome center, and toll facilities during normal business hours. Doors can consist of, but not limited to security key punched doors, fire egress doors, handicap doors with openers, standard interior and exterior doors, tollbooth doors, overhead/garage bay doors, sliding doors and safety glass doors. Should specific doors fall outside of the contractor’s expertise, subcontractors may be used with a pass-through labor cost and standard percentage mark-up on materials as specified in the compensation section as stated below. See the attached location list (Attachment A). Please note the new maintenance facility in Newington, which replaces our maintenance facility in Dover. Also, by the end of the Contract the toll plaza in Bedford should be converted to All Electronic Tolling.

2. Perform emergency repairs to the doors at each of the fifteen (15) maintenance, welcome center, and toll facilities, as directed by the DEPARTMENT. Upon notification of a deficiency, the CONTRACTOR will respond to the affected site within twenty-four (24) hours and complete the repairs within forty-eight (48) hours of notification.

3. The CONTRACTOR shall coordinate with the Bureau of Turnpikes Maintenance Mechanic Foreman for maintenance, repairs, alterations and new installations of the doors at each of the fifteen (15) maintenance, welcome center, and toll facilities, during normal business hours, 7:00 am to 4:00 pm, Monday thru Friday, unless otherwise directed by the DEPARTMENT.

4. The CONTRACTOR shall make recommendations pertaining to the door design that affects the ability of the building to meet the stated goals and objectives of all governing codes and standards and the authority having jurisdiction.

5. The CONTRACTOR shall make service available twenty-four (24) hours per day, seven (7) days per week, including holidays. Normal system maintenance shall occur on Monday through Friday between 7:00 AM and

4:00 PM.

6. The CONTRACTOR shall, in performing the maintenance services as described herein, utilize technicians skilled in the service of the described systems. The CONTRACTOR shall have a sufficient number of trained technicians so that all service calls are answered promptly. The CONTRACTOR shall respond to the DEPARTMENT by telephone to all service calls within one (1) hour of report of occurrence. The CONTRACTOR shall physically respond to the site within twenty-four (24) hours after report of occurrence and shall complete the work within forty-eight (48) hours of notification.

7. All work specified in Nos. 1 through 4 shall be invoiced at a fixed hourly rate (portal to portal). The fixed rate shall be inclusive of labor, overhead, and travel costs. Parts shall be invoiced at a fixed percentage of the published manufacturer’s price list. The CONTRACTOR will invoice the DEPARTMENT following the completion and acceptance of each job. The invoice must include the following:

a. Date work was completed and technician who performed the work.

b. Brief description of work done and any other required future repairs.

c. Hourly rate charged and materials.

d. Location of work per Attachment A.

8. Itemized invoices shall be submitted after the delivery/completion of job/services. Invoices can be submitted by email or mail. The DEPARTMENT will make payment through the normal State of NH payment process, which is up to thirty (30) days following an approved invoice.

9. Invoices shall be sent to:

State of New Hampshire Department of Transportation

Bureau of Turnpikes P.O. Box 2950

Concord, N.H. 03302-2950 Or

DOT-NHTurnpikesAP@dot.nh.gov

10. Should the CONTRACTOR be unable to complete an emergency repair within the 48-hour time period, the CONTRACTOR must request an extension of time, in writing, to the Bureau’s Administrator or authorized representative. Examples of valid reasons are:

a. Part unavailable with explanation why.

b. Repair is ongoing and requires additional time to complete.

c. Parts and labor exceed $1,000.00 cumulative and appropriate DEPARTMENT personnel were unavailable to authorize.

Written notification must include all pertinent information regarding the delayed repair which include:

a. Specified time period when repair can be completed.

b. Devices affected and how the system is affected.

c. Reason(s) for delay of repair.

d. And any other information to justify the request for non-compliance of the 48-hour provision.

11. The CONTRACTOR shall maintain or have readily available spare parts and properly trained personnel to support the equipment at the CONTRACTOR’s cost throughout the duration of the contract. The CONTRACTOR shall provide only replacement parts that are new and have the same quality and brand name that is being replaced. Substitutions will be permitted only with prior authorization of the Bureau of Turnpikes.

12. Service shall encompass all facilities and equipment necessary to implement the desired operations. The CONTRACTOR shall be required to coordinate all activities with prior contractors as needed in order to maintain a smooth transition of service.

13. All work must be performed in such a manner as not to inconvenience building occupants. The CONTRACTOR shall determine the DEPARTMENT’s normal working conditions and activities in progress and shall conduct the work in the least disruptive manner.

14. The CONTRACTOR shall present after each scheduled or emergency call and before leaving the job site, a written summary of the work performed and obtain the DEPARTMENT’s supervising employee’s signature thereon.

15. The DEPARTMENT shall be responsible to provide reasonable means of access to all equipment covered by this agreement and promptly notify the CONTRACTOR of any malfunction in the system(s), which comes to the DEPARTMENT’s attention.

C. SAFETY and ENVIRONMENTAL ISSUES and COMPLIANCE REQUIREMENTS

1. The safety and environmental protection of DEPARTMENT personnel and property shall be of the utmost concern. All work shall be conducted so as to interfere as little as possible with DEPARTMENT business. The CONTRACTOR shall at its own expense, wherever necessary or required, furnish safety/environmental devices and take such other precautions as may be necessary to protect life and property.

2. All work shall be performed in a manner compliant with all existing state and federal safety laws, rules, regulations and standards including but not limited to NHDES, OSHA, EPA, NFPA and the U.S. Department of Labor to ensure the safety and environment of the workers as well as NH DEPARTMENT staff, general public, and property.

3. The DEPARTMENT operates under Environmental Policy ENV1 (Attachment B) which states that NHDOT activities affect the cultural and natural environment through land use, natural resource consumption, and transportation corridor development/redevelopment and maintenance activities. Operating in compliance with applicable state and federal regulations, NHDOT will seek to avoid, minimize, and/or mitigate environmental impacts when planning, constructing and maintaining the state’s transportation infrastructure, and when providing for public safety and the economic strength of the state. After contract approval, the Bureau’s Safety and Environmental Coordinator or other representative will meet with the CONTRACTOR one time at the beginning of the contract to review the Department’s Contractor Safety & Environmental Checklist (Attachment C) and provide additional information about the facilities’ needs. It is the CONTRACTOR’s responsibility to fill out the checklist.

D. WARRANTEES

1. The Contractor shall guarantee the quality of its parts/workmanship and that of its employees in accordance with manufacturer specifications and acceptability to DEPARTMENT for a period of one (1) year. The CONTRACTOR shall bear all expenses to repair any Contractor warrantee work, to include parts, labor and any trip charges associated with that repair.

2. The DEPARTMENT retains the right to require the CONTRACTOR to counsel or reassign any employee whose actions or appearance are not consistent with the standards of the DEPARTMENT and in the best interest of those utilizing the service. DEPARTMENT may, at any time, restrict a CONTRACTOR’s employee from servicing DEPARTMENT equipment. Such employee(s) shall be replaced with an alternate qualified CONTRACTOR’s employee meeting the agency’s acceptance.

E: OTHER

1. The CONTRACTOR also agrees to all the requirements of the P-37 contract (Attachment D). The P-37 is the official contract used by the DEPARTMENT.

2. It is understood that the DEPARTMENT reserves the right to terminate this agreement at any time and for any reason, upon thirty (30) days written notice to the CONTRACTOR, at the address above.

3. Any Sub-Contractors hourly rates will be billed to the DEPARTMENT as pass through labor costs, with copies of the sub-contractor’s invoices submitted to support the Contractor’s request for payment. If the Sub- Contractor refuses to perform, the contractor may substitute another Sub-Contractor with approval from the DEPARTMENT at the same rate as previously approved. The DEPARTMENT has the right to request another sub-contractor be used if the rates are excessively high.

4. This service agreement is subject to Governor and Council approval. Services shall not begin until the agreement is approved by Governor and Council, but no earlier than July 1, 2025, and shall end on June 30, 2027.

5. Locations can be added or deleted within 30 (thirty) days by notifying the vendor via email.

F: COMPENSATION PROPOSAL:

Company Name: _____________________________________________________________________________

1. The CONTRACTOR agrees to provide priority response for door service inclusive of labor, overhead and travel costs at a fixed hourly rate (portal to portal) Monday through Friday 7 AM to 4 PM (words and numerals) of:

_________________________________________________________per hour ($__________per hour).

The hourly bid rate should be calculated for 1 person and a vehicle. Billing for Overhead doors that require 2 people, and a vehicle will use the hourly bid rate multiplied by 2 (2 people at x rate per hour). Invoices should identify the employees on the job.

2. The CONTRACTOR agrees to provide priority response for door service inclusive of labor, overhead and travel costs at a fixed hourly rate (portal to portal) Monday through Friday 4 PM to 7 AM, weekends and State Holidays period (words and numerals) of: ______________________________________________per hour ($__________per hour).

The hourly bid rate should be calculated for 1 person and a vehicle. Billing for Overhead doors that require 2 people, and a vehicle will use the hourly bid rate multiplied by 2 (2 people at x rate per hour). Invoices should identify the employees on the job.

3. The CONTRACTOR agrees to supply repair parts, new doors and all new related door hardware at a fixed percentage of the published manufacturer’s price list. Fixed Percentage (words and numerals):

__________________________Percent (___________%).

4. Payments shall be made at the completion of the work and after the CONTRACTOR’S submission of invoices to the DEPARTMENT, indicating the work has been completed.

G. CERTIFICATION AND SIGNATURE:

In accordance with the advertisement of the DEPARTMENT’S inviting proposals for the project herein before named, and in conformity with the specifications on file in the offices of the DEPARTMENT. I/We hereby certify that I am / We are the only person or persons, interested in this proposal as principals; that it is made without collusion with any person, firm, or corporation; that an examination has been made of the specifications and of the site of the work (if desired); and propose to furnish all necessary machinery, equipment, tools, and labor; and to furnish all materials specified in the manner and at the time prescribed at the prices proposed in Section F.:

Signature

Printed Name of Signer

Title

Company Name

Address

City, State, Zip Code

Phone Number/Email Address

Date

STATE OF NEW HAMPSHIRE

DEPARTMENT OF TRANSPORTATION

BUREAU OF TURNPIKES

Overhead Door Services

Summary of Attachments

Attachment A: Location List

Attachment B: ENV 1 Environmental Policy

Attachment C: Contractor Safety and Environmental Checklist

Attachment D: P37

ATTACHMENT A

Location List

Hooksett Main Toll Rochester Maintenance Facility

I-93 MM 28.7 47 Rte. 16 Connector Rd

Hooksett, NH Rochester, NH

Hooksett Ramp Toll Rochester Toll Shelter

I-93 Exit 11 Spaulding Turnpike MM 17.7

Hooksett, NH Rochester, NH

Hooksett Maintenance Dover Toll Shelter

36 Hackett Hill Rd Spaulding Turnpike MM 5.7

Hooksett, NH Dover, NH

Hooksett Admin NEW 36 Hackett Hill Rd Replaces Dover Maintenance

Hooksett, NH

Newington Turnpike Maintenance Shed

21 Nimble Hill Rd

Newington, NH Bedford Main Toll F.E. Everett (FEE) Turnpike MM 17.2 Bedford, NH Hampton Main Toll

I-95 MM 5.8

Hampton, NH Merrimack Maintenance Facility 226 Daniel Webster Highway Merrimack, NH Hampton Side Toll

I-95 Exit 2

Hampton, NH

Exit 10 Construction Office NB F.E. Everett Turnpike Merrimack, NH Hampton Maintenance Facility

2 Liberty Lane West

Hampton, NH

ENV 1

Environmental Policy

Last Updated: February 3, 2023

POLICY NUMBER:

ENV 1

POLICY NAME:

ENVIRONMENTAL POLICY

ADOPTION DATE:

July 23, 2018

LAST UPDATED:

February 3, 2023

POLICY APPROVED BY:

Commissioner, NHDOT

SIGNATURE:

RESPONSIBLE OFFICE:

Bureau of Environment

CONTACT PERSON:

Administrator, Bureau of Environment

REQUIREMENTS:

All Employees must read and sign this policy within 60 calendar days of implementation and/or date of hire.

PROCEDURES AND RESOURCES:

This Policy is supported by documents in the Standard

Operating System (SOS) Index.

State and Federal Environmental Regulations

POLICY STATEMENT

The New Hampshire Department of Transportation’s (NHDOT) activities affect the cultural and natural environment through land use, natural resource consumption, and transportation corridor development/redevelopment and maintenance activities. Operating in compliance with applicable state and federal regulations, NHDOT will seek to avoid, minimize, and/or mitigate environmental impacts when planning, constructing, and maintaining the state’s transportation infrastructure, and when providing for public safety and the economic strength of the state.

SCOPE

This policy shall apply to all employees in all organizational units of NHDOT.

DEFINITIONS

Cultural and natural environment (collectively referred to as “environment”): The manmade and non-manmade features of the landscape. Examples of the natural environment include, but are not limited to, wetlands, waterways, forests, fields, and their associated wildlife. Examples of the cultural environment include, but are not limited to, historic buildings and bridges, archaeological sites, stone walls, and cemeteries.

Additional definitions related to this policy may be viewed on the SOS Index.

N70PAL

Text Box Attachment B

Last Updated: February 3, 2023

COMMENTS

1. NHDOT will strive to avoid and/or minimize generated waste by reducing, reusing, or recycling materials, and by using environmentally friendly materials and products.

2. NHDOT will strive to avoid, minimize, and/or mitigate impacts to natural and cultural resources when planning, constructing, and maintaining the state’s transportation infrastructure.

3. NHDOT will communicate and enforce its commitment to this policy to our employees, consultants, contractors, and other interested parties. Contract managers and/or consultant supervisors are responsible for consultant and contractor compliance with applicable environmental rules and regulations.

4. NHDOT is committed to continuously improving environmental performance through regular activity reviews, and by implementing improved processes for avoiding, minimizing, or mitigating negative environmental impacts.

5. NHDOT will develop, implement, and maintain management systems that encompass the environmental functions of the Department and support compliance with regulations and stewardship of the environment.

6. NHDOT will provide employees with the appropriate environmental training to perform their functions. Specific training requirements will be detailed in supporting procedures.

7. NHDOT will ensure that consultants and contractors doing work on its behalf are qualified and/or appropriately trained on the requirements of applicable environmental rules and regulations.

8. NHDOT will utilize an appropriate, proactive stakeholder involvement process to address this environmental policy and facilitate problem solving in a collaborative manner.

9. Existing NHDOT environmental policies, directives, procedures, manuals, forms, programs, and systems shall remain in effect and enforceable until incorporated into the SOS.

10. Any employee found to have violated this policy and/or directives, procedures, manuals, forms, programs, and systems that support it will be subject to appropriate disciplinary action up to and including discharge from employment pursuant to PART Per 1002 of the Rules of the Division of Personnel.

Last Updated: February 3, 2023

11. Any contractor or consultant doing work on behalf of NHDOT found to have violated applicable environmental rules and regulations will be subject to applicable contractual provisions.

12. The SOS and all documents pertaining to it will be located in the SOS Index on the NHDOT

Intranet, accessible to all employees with computer access. For employees without computer access, hard copies of the SOS will be made available upon request and at all Department work facilities.

REQUIREMENTS

All employees shall receive and review this policy, have the opportunity to discuss and ask questions, sign below, and return to the Bureau of Human Resources within 60 calendar days of the implementation date or date of hire.

1. For newly hired employees, this policy shall be provided at orientation with appropriate training.

2. For existing employees, Appointing Authorities shall provide a copy of the policy and ensure it is signed and returned to the Bureau of Human Resources within 60 calendar days.

3. All original, signed policies will be retained in the employee’s personnel file in the Bureau of Human Resources.

I received this policy and have been provided the opportunity to ask questions.

Employee Name (printed) Date

Employee Signature

AMENDMENT RECORD

This policy is reviewed every two years to ensure its continuing relevance and accuracy. Record any amendments below.

Date Comments Name Title 2/3/2023 Biennial review resulted in no revisions William Cass Commissioner

7/23/2018 Original Policy Adopted Victoria Sheehan Commissioner

Contractor Initials: __________________

Date: ________________ 9

New Hampshire Department of Transportation

BUREAU OF TURNPIKES

Attachment C

Contractor Safety & Environmental Checklist

Contractor Company Name:

Date Reviewed:

Project Description:

Contractor Name:

Please complete the following Contractor Safety & Environmental Checklist:

Reviewed Not Applicable Topic: Contractors Requirements:

Yes N/A Sign In All contractors must sign in and out at the main office.

Yes N/A Communication Contractors must meet with Building Maintenance or other designee to discuss project and checklist.

Yes N/A Smoking Smoking is not permitted within 50 feet from any building.

Yes N/A Emergency

Plans Evacuate when building alarms sounds or alarm lights activate. Meet at meeting point.

Yes N/A Personal Protective Equipment

Appropriate personal protective equipment must be used when contractors are working.

Yes N/A Contractor Equipment

All equipment on site must be maintained in a safe operating condition. Only competent and certified workers may operate tools and equipment.

Yes N/A Safety Regulations

Comply with all applicable federal, state, and municipal safety regulations.

Yes N/A Environmental Regulations

Comply with all applicable federal, state, and municipal environmental regulations.

Yes N/A Housekeeping Maintain acceptable housekeeping and material organization around work site.

Yes N/A Chemicals Copies of SDS must be available on site.

Yes N/A Ladders May only be used for ascent or descent or light work where the worker can maintain a three-point stance. Metal ladders shall not be used around electrical work.

Yes N/A Scaffolds Erected in accordance with legislated requirements Yes N/A Fall Protection Required when a worker is working at a elevated height of

4 or more feet.

Yes N/A Disposal Solid waste can be disposed of in our receptacles. All hazardous waste and chemicals must depart with contractor.

Yes N/A EMS The Bureau operates under Environmental Policy ENV 1.

Yes N/A EMS Projects Reduce energy use, reduce paper usage, and working with contractors.

Contractor Initials_______

Date_______

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

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

1.3 Contractor Name

1.4 Contractor Address

1.5 Contractor Phone

Number

1.6 Account Unit and Class

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.

N70PAL

Text Box Attachment D

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.

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 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.

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 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 N.H. 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 paragraph 13 shall survive the termination of this Agreement.

Date_______

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 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 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 any 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. 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 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.