RFP DES 2026-06.pdf

www.des.nh.gov 29 Hazen Drive • PO Box 95 • Concord, NH 03302-0095

(603) 271-3503 • Fax: (603) 271-2867 • TDD Access: Relay NH 1-800-735-2964

The State of New Hampshire

DEPARTMENT OF ENVIRONMENTAL SERVICES

Winnipesaukee River Basin Program Franklin WWTP

528 River St. Franklin, NH 03235

(603) 934-4032

November 7, 2025

Request for Proposals

Asbestos Containing Material (ACM) Testing of Pump Station Roof Materials

INTRODUCTION

The New Hampshire Department of Environmental Services (NHDES), under its Winnipesaukee River Basin Program (WRBP) owns and operates the regional wastewater collection and treatment system serving the Lakes Region communities of Center Harbor, Moultonborough, Gilford, Meredith, Laconia, Belmont, Sanbornton, Northfield, Tilton and Franklin. The WRBP owns and maintains over 60 miles of interceptor sewer and 14 pump stations.

The WRBP is seeking proposals from qualified contractors to complete Asbestos Containing Material (ACM) testing of existing exterior ballasted roofing materials for five pump station roofs. The contract for Asbestos Containing Material (ACM) Testing of Pump Station Roof Materials described in Exhibit B will cover the contractor’s responsibilities including sampling, testing and reporting requirements. This information will be used to determine the applicability of asbestos abatement activities during subsequent roof replacement at these pump stations.

It is the responsibility of the contractor to confirm dimension of each roof and provide all appropriate materials, supplies, and labor to complete the work. Costs to prepare proposals or perform site visits are the sole responsibility of the proposing firm. Errors or omissions are the sole responsibility of the selected contractor, so it is strongly recommended that site visits be conducted to ascertain site conditions, accessibility, and extent of work areas and adjacent structures. Contractors shall coordinate site visits prior to the proposal submission date.

GENERAL REQUIREMENTS

The selected contractor will be under contract to the WRBP. Exhibit A indicates any “Special Terms and Conditions.” Exhibit B is the “Scope of Services” that describes the work. Exhibit C “Price and Payment Terms” is the form to be submitted as your cost proposal for the services requested. We include herein a blank copy of a standard state service contract (P-37), as well as Exhibits A, B and C. We suggest you review the general contract conditions shown on the P-37 Agreement. Note that the contractor will be required to provide certificates documenting the insurance specified in Item 14 of the P-37.

Should your business be selected to do the work, we will send you a “Notice of Intent to Award”, along with a contract for execution, instructions for completing a “Corporate Resolution” authorizing the person who signs the P-37 to do so, and for obtaining a current “Certificate of Good Standing” from the New Hampshire Secretary of State’s Office. The selected firm shall also need to be an approved vendor with the State with a current vendor code. When the original, executed contract documents are returned to us, the contract will be processed for approval. This process typically takes six (6) to eight

(8) weeks after the original contract documents are returned to us.

Be aware that any corporation, individual (sole proprietorship) or partnership doing business with the State must be registered and in good standing with the New Hampshire Secretary of State’s Office Corporate Division in order to execute a contract. If your company is not registered with that office, you will have 14 days to become registered. If the company is not registered at the end of 14 days, it will be at WRBP’s option to disregard the proposal.

INFORMATION REQUIRED FROM SUBMITTERS

When submitting the proposal, a copy of the following QA/QC information and references shall accompany your submittal:

1. The certified asbestos inspector(s) responsible for performing the work (copy or verifiable license # per RSA 141-E and Env-A 1800).

2. List of similar projects along with current contact information and description of the project (minimum of 3 in the last 3 years).

Proposals received without this information shall be rejected as non-responsive to this RFP. If you intend to subcontract any of the work, you shall clearly indicate in your proposal which type of work is to be subcontracted and the name and qualifications of the proposed subcontractor(s). It shall be the responsibility of the firm awarded the contract to perform all work in conformance with all state and federal requirements and standards that are in existence when the contract is awarded or that may come into existence during the life of the contract. The selected firm shall also be solely responsible for their subcontractor(s), if applicable.

PROPOSAL SUBMISSION AND AWARD

Proposals and supporting information from qualified firms must be submitted and received on or before the specified due date and time. All proposals must be received at the New Hampshire Department of Environmental Services, Franklin Wastewater Treatment Plant, P.O. Box 68, 528 River Street, Franklin, NH 03235, no later than 3:00 PM on December 5, 2025. Quotes on the Exhibit C form, license documentation and references may be emailed to nicholas.d.fontaine@des.nh.gov with a subject line of “Asbestos Containing Material (ACM) Testing of Pump Station Roof Materials” or sent/delivered to the Franklin WWTF in a sealed envelope that is clearly marked “Asbestos Containing Material (ACM) Testing of Pump Station Roof Materials”. Note that the U.S. Postal Service does not deliver directly to the Franklin Wastewater Treatment Plant. The submitting firm is responsible for confirming receipt of their complete proposal package at the facility before the due date and time.

The contract award shall be based upon the lowest total cost for the services as depicted on Exhibit C “Price and Payment Terms” submitted by a qualified firm. The WRBP reserves the right to reject or mailto:nicholas.d.fontaine@des.nh.gov accept all or any part of any proposal, to determine what constitutes a conforming proposal and a qualified contractor, to award the contract(s) solely as it deems to be in the best interest of the WRBP, and to waive irregularities that it considers not material to the proposal.

If you have any questions regarding this request for proposals or wish to schedule site visits, please call me at (603) 934-2809 between 7:00 a.m. and 3:00 p.m. or email me at nicholas.d.fontaine@des.nh.gov.

Best Regards, Nicholas D. Fontaine Industrial Pretreatment Coordinator

NHDES-WRBP

Enclosures:

1. State P-37 Agreement Form: Contractors’ General Provisions - Blank for reference.

2. Exhibits A, B and C.

Attachments:

1. Pump Station Roof Plans—additional plans can be provided upon request.

2. Photo Examples of Pump Station Ballasted Roof.

3. ACM testing report WRBP WWTF roofs completed in 2024 – for reference only.

cc: Sharon McMillin, Ph.D., WRBP-Franklin Ray Gordon, WRBP-Franklin

Joseph Irving, WRBP-Laconia Emily Antoni, WRBP-Franklin mailto:nicholas.d.fontaine@des.nh.gov

EXHIBIT A – Page 1 of 1 Initials________

Date________

EXHIBIT A

SPECIAL TERMS AND CONDITIONS

None.

EXHIBIT B – Page 1 of 2

Date________

EXHIBIT B

SCOPE OF SERVICES

PROJECT BACKGROUND

The WRBP will be replacing five of their pump station roofs at a future date. Prior to the execution of roof replacement, the WRBP is contracting for testing to determine presence/absence of ACM within each location’s existing exterior ballasted roofing materials. The specific services of the contractor include the performance of pre-construction ACM assessments in accordance with state and federal regulatory standards. Services consist of sampling and laboratory analysis of suspect materials for ACM, the recording and reporting thereof. The contractor is required to adhere to state and federal environmental and safety rules and regulations pursuant to the scope of work.

This work pertains only to accessible exterior roofing materials including but not limited to felts, vapor barriers, membranes, insulation boards, as well as flashing, fascia, and adhesives, that will be removed during roof replacement. Door materials and interior sampling are not included in this request. The final summary report will be used to identify the applicability of future ACM abatement activities prior to roof replacement. The supplied report is not intended to be used as an abatement specification or work plan.

These activities may require the selective removal of material that could result in the roof and roofing materials to allow precipitation to enter the structures. Temporary patches shall be placed by the WRBP to minimize leakage into these structures until ACM determination is made and roofing replacement (with or without abatement as determined to be necessary by this contract) proceeds under separate contract.

EXISTING CONDITIONS

These five roofs are gravel surface asphalt (ballasted) roofs with wet, light weight concrete tapered fill. Asbestos may be present in the Built-Up roofing felt, edge flashing compound, and/or penetration flashing compound.

Based on prior testing of similar buildings, roof filler insulation, fiberboard, foam, tar, roll roofing and caulking were determined to be “non-detect” for asbestos. The contractor shall verify this during their assessment.

The roofs are not located on a single property. Each have their own specific address located in Franklin and Laconia, New Hampshire. All roof access shall require WRBP personnel to be onsite for access and spot patching after sampling. The table below shows the location and approximate square footage of the five roofs.

Roof # Location Address Approximate Area Roof 1 River Street Pump Station* 101 River St, Franklin 886 Ft2 Roof 2 Winnisquam Pump Station* 202 Water St, Laconia 1548 Ft2 Roof 3 North Main Pump Station* 1539 Old North Main, Laconia 1989 Ft2 Roof 4 Paugus Park Pump Station* 29 Paugus Park Rd, Laconia 1989 Ft2 Roof 5 Maiden Lady Pump Station 763 Scenic Rd, Laconia 1486 Ft2

*Pump station is gated, requiring WRBP to be onsite. Ladder access to each single-story pump station roof and other required safety gear to be provided by the contractor.

EXHIBIT B – Page 1 of 2

Date________

CONTRACTOR RESPONSIBILITIES

The contractor shall conduct an ACM survey for the five pump station roofs, including, but not limited to, the following:

1. Coordinate scheduling with the WRBP. The WRBP requires a minimum 48 hours’ notice prior to work being scheduled. All work shall be conducted during normal WRBP working hours between 8 a.m. to 3 p.m. Monday-Friday.

2. Sample exterior roofing materials for the presence of asbestos.

a. The contractor shall identify sample locations and number of samples for each roof.

b. The samples shall be collected by a certified Asbestos Inspector.

c. The samples collected shall each have a unique sample ID and dates/times of sampling shall be recorded on a chain of custody form.

d. The contractor shall provide all the equipment that is necessary to perform the sampling. This includes tools, ladders and accident prevention devices as required by state and local laws.

e. Samples or other debris created by the work shall be properly disposed of by the contractor.

They shall not be left on site.

f. Immediately after sampling, WRBP staff shall temporarily repair the roofing material with roofing cement, caulk, or adhesive materials until roofing replacement is completed by others under separate contract.

3. Asbestos Sample Analysis

a. Analyze the samples collected via EPA Method 600/R-93/116 “Polarized Light Microscopy

(PLM).”

b. Identify both the asbestos type and estimated percentages in the sample material.

4. Final Report

a. Include data tables, laboratory results, chain of custody(s), survey/testing methodologies and limitations.

b. Each data table shall include the sample ID, a description of the sample including material collected and location, and a breakdown of the asbestos content and components.

c. Photos of the sampling location shall be provided.

d. Asbestos Inspectors and their certificate numbers shall be included in the report.

Safety and Compliance:

1. Compliance with all applicable state, local and federal laws and rules governing the work, shall be maintained.

2. The contractor shall be solely responsible for their worker safety and maintaining a safe work environment.

Information contained in the RFP dated November 7, 2025, and any addenda or attachments thereto are hereby incorporated by reference.

EXHIBIT C – Page 1 of 1

Date________

EXHIBIT C

PRICE AND PAYMENTS TERMS

I (we) agree to furnish the services specified in Exhibit B for the cost of:

ACM roof materials sampling, testing, lab reporting and summary documentation.

Roof # Location Address Cost per location ($) Roof 1 River Street Pump Station* 101 River St, Franklin Roof 2 Winnisquam Pump Station* 202 Water St, Laconia Roof 3 North Main Pump Station* 1539 Old North Main, Laconia Roof 4 Paugus Pump Station* 29 Paugus Park Rd, Laconia Roof 5 Maiden Lady Pump Station 763 Scenic Rd, Laconia

Total – contract price limitation $

Notes:

1. The contractor to be paid within thirty (30) days of submission of invoice after satisfactory completion of work. Approval of this work does not authorize any expenditure over the contract 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

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.

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.