rfp-des-2025-15.pdf

The State of New Hampshire

DEPARTMENT OF ENVIRONMENTAL SERVICES

Winnipesaukee River Basin Program

Franklin WWTP 528 River St. Franklin, NH 03235

(603) 934-4032 Fax (603) 934-4831

- CONCORD OFFICE -

29 Hazen Drive, P.O. Box 95, Concord, New Hampshire 03302-0095

(603) 271-3504

TDD Access: Relay NH 1-800-735-2964

February 13, 2025

Re: Request for Proposals for Paving River Street Extension, the WRBP River Street Pump Station, and WRBP Wastewater Treatment Facility (WWTF) Compound in Franklin, NH.

The New Hampshire Department of Environmental Services (NHDES), under the Winnipesaukee River Basin Program (WRBP), owns and operates the regional wastewater treatment facility (WWTF) located at 528 River Street, Franklin, New Hampshire. The WRBP is soliciting proposals from paving contractors for the referenced work to be performed on the access road to the Wastewater Treatment Facility (River Street Extension between Winnipesaukee St. and the Franklin WWTF), River Street Pump Station located on River Street Extension including the top parking area, and the entire WWTF compound (inside the fence line) at the WRBP Franklin WWTF. Paving shall be performed when weather permits after contract approval but shall be completed before June 30, 2025.

If a contractor wishes to submit a proposal for this work, proposals must be submitted to the WRBP by 3:00 pm on March 14, 2025. The solicitation is posted on the state’s purchase and property website at https://apps.das.nh.gov/bidscontracts/bids.aspx. Addenda may be posted to answer any substantive questions received during the solicitation period. It is the responsibility of proposing firm to check the state’s purchasing website for any addenda.

The contractor will be solely responsible for errors or omissions; therefore, it is strongly recommended each firm arrange a visit prior to finalizing their proposal. This will provide contractors an opportunity to evaluate access to the work sites and the level of effort needed to complete the work. Facility operations shall not be disrupted during project completion. Traffic access along River Street Extension shall be maintained during performance of the work, including coordination with property owners needing access.

PROPOSED CONTRACT

The chosen contractor will be under contract to the NHDES WRBP. We include herein a blank copy of a standard state service contract (P-37), as well as Exhibits A, B, and C for the Agreement. Exhibit A of the contract is reserved for any special conditions. Exhibit B of the contract (“The Services”) is the Scope of Work, which more fully describes the services. Exhibit C “Costs and Terms of Payment” is the bid form to be completed for the work. It is strongly recommended that you review the general conditions shown on the contract form (P-37), including the insurance requirements contained in Item No. 14 and naming the WRBP as an additional insured.

BASIS OF AWARD

Work will be awarded to the lowest responsive, qualified firm who meets all the conditions of the solicitation.

Should your firm be selected for the work, the WRBP will send you a “Notice of Intent to Award” along with a contract (P-37 form) for execution. If the firm is a corporation, instructions for completing a “Corporate Resolution” and for obtaining a “Certificate of Good Standing” from the NH Secretary of State’s office will be provided. Any corporation, individual (sole proprietorship) or partnership doing business with the State must be registered and in good standing with the Secretary of State’s Office in order to process a contract. The contractor is responsible for providing the WRBP with a current certificate (dated after April1, 2024 or after April 1, 2025 if the contract has not yet been awarded) issued by the NH Secretary of State. The chosen firm shall also https://apps.das.nh.gov/bidscontracts/bids.aspx have a current vendor code with the state and shall provide insurance certificates to satisfy the requirements in the P-37 item 14. When the contract documents and attachments are returned to the WRBP, it will be processed through the NHDES, NH AG’s office, and the Governor and Executive Council; a process that typically requires six

(6) to eight (8) weeks to complete. Therefore, timely return of all original, executed paperwork is required.

Because it is necessary for the selected contractor to be registered and in good standing with the Secretary of State’s office, if at the time the contractor receives the “Notice of Intent to Award” the contractor is not registered, the contractor will be allowed fourteen (14) days to complete this task. If at the end of the fourteen

(14) days the contractor is not registered, it will be the Department’s option to disregard the contractor’s proposal.

The WRBP reserves the right to determine what constitutes a conforming proposal; to determine if a firm or individual is qualified; to waive irregularities that it considers not material to the proposal; and award the contract solely as it deems to be in the best interest of the State. Basis of award is the lowest total price submitted from a qualified firm as is in the best interest of the WRBP. The WRBP reserves the right to reject any or all proposals, or advertise for new proposals as it determines to be in the best interest of the state.

CONTACT PERSONS

All inquiries regarding this request for proposals should be directed to Mark Corliss at (603) 934-9926 mark.a.corlisss@des.nh.gov or Sam Wood at (603) 934-9925 samuel.n.wood@des.nh.gov.

PROPOSAL SUBMISSION

Contractors who wish to propose on the work must complete and return Exhibits A, B, and C, provide a minimum of three (3) references for similar work, and shall provide evidence that they have been in the paving business successfully performing this type, scale, and quality of work for a minimum of five years. Please submit your proposal by 3:00 pm on March 14, 2025 to the NHDES-WRBP, Franklin Wastewater Treatment Plant, P.O.

Box 68, 528 River Street, Franklin, NH 03235, Attention: Mark Corliss. Proposals can be delivered/sent in sealed envelopes that are clearly marked “WRBP Paving Proposal” or emailed to Mark Corliss at mark.a.corliss@des.nh.gov. Proposals received after the closing time and date will be deemed unresponsive and, therefore, will not be evaluated. Note that the US Postal Service does not deliver directly to the facility so it is the responsibility of the proposing firm to confirm receipt before the deadline.

We look forward to receiving your proposal for our work. If you have any questions, please contact us.

Sincerely, Mark Corliss Chief Operator

Encl.

mailto:mark.a.corlisss@des.nh.gov mailto:samuel.n.wood@des.nh.gov mailto:mark.a.corliss@des.nh.gov

EXHIBIT A

SPECIAL PROVISIONS

Exhibit A Page 1 of 1 Intials _______________

Date _______________

1. Waste materials shall be properly disposed off-site and all shipping receipts and manifests shall be returned to the WRBP, as required by law.

EXHIBIT B

SCOPE OF WORK

Exhibit B Page 1 of 4 Initials _________

Date ________

This work includes site preparation/clean-up, paving and all necessary shoulder work of River Street Extension (the portion maintained by the NHDES-WRBP) which is the access road to the Franklin Wastewater Treatment Facility (WWTF), the River Street Pump Station, and the Franklin WWTF compound. Aerial photos provide an overview of work areas. All measurements, depictions, and quantities are estimates. Contractor is solely responsible for sufficient supply and installation to complete the scope of work.

River Street Extension (avg. 22’ W x 11,600’ L - Approx: 28,356 sq. yd.)

Grind, trim, level, shim, overlay/pave, raise manholes, and complete shoulder work on River Street Extension which is the access road to the Franklin WWTF maintained by the WRBP.

• Shim the old pavement areas with an average of 1”, overlay entire road with 1” compacted, raise SMH covers with risers and install 2’ wide shoulders.

• Shim old pavement areas with 3/8” asphalt mix at an average compacted depth of 1”

• Overlay/pave entire road with 3/8” asphalt mix at 1” thick compacted

• Trim end joints and side streets

• Sweep road

• Asphalt emulsion

• Install 2’ wide shoulders

• Pave all driveway entrances to property line to match existing paving grade on properties.

• One private driveway access is included in the scope of work so contractor shall make every effort to maintain, at a minimum, access to the driveway onto private property.

• Contractor is responsible for notification to the affected property owner and coordination of work.

• Contractor is responsible for all necessary permits and permissions to complete the work.

• One lane must always remain open to traffic, and the contractor shall be responsible for traffic control and safety.

River Street Pump Station Paving (Approx: 1,000 sq. yd.), overlay areas only)

Grind, trim, level, shim, overlay/pave all existing parking and drive areas. Pave the vegetated area behind the railing. Pave the walking area behind the fence. Add bituminous curbing down the slope below railing to reduce the erosion of the vegetated area (now to be paved) behind the railing.

• Asphalt trim along River Street Extension and sweep.

• Asphalt emulsion.

SCOPE OF WORK - Continued

Exhibit B Page 2 of 4 Initials _________

Date ________

• Overlay entire existed paved areas with ½” asphalt mix, total to be average of 1 ½” compacted.

• Prepare the vegetates area for paving including removal and appropriate disposal of materials.

• Grade and pave the vegetated area behind the railing with ½” asphalt mix at 2” thick compacted.

• Pave the walking area behind the fence with ½” asphalt mix at 1 ½” compacted.

• Asphalt Bituminous Curb below railing.

• Contractor is responsible for all necessary permits and permissions to complete the work.

• Contractor shall be responsible for traffic control and safety.

WWTF Paving (Approx: 11,800 sq. yd.)

Grind, trim, level, shim, overlay/pave all the existing pave dive and parking areas. Trim around walkways and doorways. This work does not include any walkway replacements or overlays. Manual Road outside the fence line is not included in this work but gradual transition onto Manual Road from WWTF compound paving shall be created so that there is no dip, bump, or gap.

• Shim, grind, trim existing pavement areas, where needed.

• Overlay/pave entire existing paved areas with 3/8” asphalt mix, total to be average of 1 ½” compacted.

• Trim end joints and sidewalk or concrete aprons.

• Sweep areas.

• Asphalt emulsion.

• Contractor is responsible for all necessary permits and permissions to complete the work.

• Contractor shall be responsible for traffic control and safety.

Adjusting manholes and other surface gratings/openings – regardless of location

• Manholes and other surface gratings/openings shall be flush with the finished grade within ¼” max. of surrounding surface and provide a smooth riding surface.

• In no case shall a structure be below the new grade or more than ¼” above the new grade.

• Structures shall be raised to new paved grade using pre-cast grade rings installed per manufacturer’s specifications and/or reset with clay brick and mortar or concrete. Raise Stormwater manhole covers with risers and install 2’ wide shoulders.

Exhibit B Page 3 of 4 Initials _________

Date ________

General Requirements

Contractor shall provide all labor, materials, services, tools, equipment, transportation, material disposal, and facilities to complete the Scope of Work. Any subcontractors shall be pre-approved by the WRBP, but the contractor shall be solely responsible for their subcontractors’ work.

No vehicular traffic or loads shall be permitted on newly completed pavement until adequate stability has been attained and the material has cooled sufficiently to prevent distortion or loss of fines. Contractor shall determine when vehicular traffic may resume, and the sole responsibility for repairs due to premature loading will reside with the contractor. Contractor may coordinate work on weekends to facilitate work only with prior approval by the WRBP since the WRBP’s normal operating hours are Monday through Friday 7am to 3:30pm.

The contractor shall be responsible for any repair or maintenance due to poor workmanship or damage to facilities. It shall be the responsibility of the contractor to protect existing property from damage. Any damage caused by the contractor in the performance of the work shall be repaired or replaced at their expense to the satisfaction of the WRBP prior to completion of the work.

All paving work shall comply with the most current NH DOT Division 400-Pavements specifications that can be found at http://www.nh.gov/dot/bureaus/highwaydesign/specification/index.htm

No asphalt shall be placed on frozen ground.

Contractor shall comply with all local, state, and federal rules and regulations in commission of the work.

Permits permissions, and licenses required to successfully complete the Scope of Work are the sole responsibility of the contractor.

The contractor shall be responsible for the disposal of all waste products in accordance with all local, state, and federal rules and regulations governing such materials.

All materials used shall be applied in strict accordance with the manufacturer’s instructions.

All work shall be performed in a neat and workmanlike manner, in conformance with the best modern trade practices and by competent, experienced workers who have been actively engaged in performing the type of work specified under this contract for the last two years.

All work is to be completed no later than June 30, 2025.

All work shall be guaranteed by the Contractor for one year from the date of substantial completion of the work.

In the opinion of the WRBP, if repairs or changes are required in connection with guaranteed work as a result of the use of materials, equipment or workmanship which are inferior, defective, or not in accordance with the terms of the Contract, the Contractor shall, promptly upon receipt of notice from the WRBP, and at their sole expense:

1) Place in satisfactory condition in every particular, all of such guaranteed work, correcting all defects and deficiencies therein,

2) Make good all damage to the site, its buildings or equipment or contents thereof, as the result of the use of materials, equipment or workmanship which are inferior, defective, or not in accordance with the terms of the Contract, and http://www.state.nh.us/dot/specification/index.htm

Exhibit B Page 4 of 4 Initials _________

Date ________

3) Make good any work or material, or the equipment and contents of said building or site disturbed in fulfilling the guarantee.

Information contained in the State’s Request for Proposals dated February 13, 2025 and any addenda thereto is hereby included in Exhibit B by reference.

EXHIBIT C

COSTS AND TERMS OF PAYMENT

Exhibit C Page 1 of 1 Initials ____________

Date __________

I (we) agree to complete the paving of River Street Extension, River Street Pump Station, and the Wastewater Treatment Facility compound as described in Exhibit B for the cost of:

Amount in Figures

Amount in Words

Contractor to paid within thirty (30) days of submission of invoice and satisfactory completion of work.

Approval of this work does not authorize any expenditure over the price limitation.

Company Name

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

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.

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.