- 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

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

March 16, 2026

Request for Proposals for Standing Seam Metal Roofing on Three Pump Station Buildings for the WRBP Collection System.

Introduction The New Hampshire Department of Environmental Services (NHDES), Winnipesaukee River Basin Program (WRBP) owns and operates the regional Wastewater Collection and Treatment System serving ten communities in central New Hampshire.

The WRBP is soliciting proposals for an overlay of Standing Seam Metal Roof at three (3) of our system’s pump stations: Gilford Pump Station, Pendleton Pump Station, and Belmont Pump Station as described in Exbibit B and its attachments. This project should be completed as soon after contract approval as conditions and scheduling allow, but no later than June 30, 2026.

Description of Existing Structures Gilford Pump Station (GPS) 74 Weirs Rd., Gilford, NH 03249 The roof on GPS consists of pre-stressed concrete, roof tees, vapor barrier, 2” of rigid insulation, 2 layers of roofing felt, 2” x 6” blocking around the perimeter, and extruded metal gravel stop edging; with one roof penetration for the generator exhaust stack, and one vent pipe penetration.

Pendleton Pump Station (PPS) 67 Pendleton Beach Rd, Laconia, NH 03246 The roof on PPS consists of pre-stressed concrete, roof tees, vapor barrier, 2” of rigid insulation, 2 layers of roofing felt, 2’ x 6” blocking around the perimeter, and extruded metal gravel stop edging; with one roof penetration for the generator exhaust stack, and one vent pipe roof penetration.

Belmont Pump Station (BPS) 74 South Rd, Belmont, NH 03220 The roof on BPS consists of 2x4 roof trusts 16 on center with asphalt shingles; #15 felt on ½ CDX plywood.

Contacts All inquiries regarding the scope of this request for proposals for the WRBP locations should be directed to Joseph Irving at (603) 406-0355 between the hours of 7:00 a.m. and 3:00 p.m. Monday through Friday.

Contract questions should be directed to Sharon McMillin at (603) 934-9930 or Ray Gordon at (603) 934- 9936. Errors or omissions are the sole responsibility of the selected contractor, so mandatory site visits are required to ascertain site conditions, accessibility, and extent of work areas and adjacent structures. Contractors shall coordinate site visits prior to the proposal submission date.

Submission of proposals and supporting documents Price quotations are to be submitted on Exhibit C. Each page of Exhibit A, B and C must be hand initialed and dated and returned as part of the submission. If there are any addenda, the submission shall include an affirmative statement acknowledging their receipt and incorporation into the proposal. In addition, at least three (3) recent references for comparable work including contact names and phone numbers shall be tel:+6034060355 tel:+6039349930 tel:+6039349936 tel:+6039349936

(603) 271-3504 TDD Access: Relay NH 1-800-735-2964 provided as part of the proposal submitted for consideration. Subcontractors shall be identified and their qualifications, including any required licenses or certifications for their proposed work tasks and at least three references for similar work shall also be included in the proposal submission.

Complete submission including completed Exhibits A, B and C, references, and proposed subcontractors’ information can be mailed or delivered to WRBP Franklin WWTP, 528 River St., PO Box 68, Franklin, NH 03235 in envelopes clearly marked “Request for Proposal for Standing Seam Metal Roofing” or emailed to joseph.a.irving@des.nh.gov. Note that the USPS does not deliver directly to this facility so, if mailed, the PO Box must be used.

Proposals must be received no later than 3 p.m. on April 10, 2026. It is the sole responsibility of those submitting proposals to confirm receipt before the deadline.

Contracting Requirements The selected firm shall be under contract with the New Hampshire Department of Environmental Services. A service contract will be carried out based on the scope of work; plus, a contract allowance available to cover preapproved, unforeseen costs as per Exhibit C.

A blank copy of the standard State Service contract Agreement (Form P-37) is attached for reference. Firms should review the general conditions of the P-37 Agreement form, especially the insurance requirements contained in Item 14.

Mandatory Site Visits The contractor shall conduct a thorough inspection of the existing roofs and sub-structure to determine their condition and recommend any other additional repairs that should be made. This will provide contractors with an opportunity to evaluate access to the project and site conditions, with respect to their equipment needs, and evaluate the level of effort needed to complete the project. If a firm identifies additional work they think may be necessary to satisfactorily complete the work, they shall immediately notify the WRBP after the mandatory site visits and provide their findings and recommendations to the WRBP. If deemed necessary by the WRBP, an amendment to this RFQ will be issued so that a not-to-exceed price limitation for all necessary materials and labor are included in the submitted quotation package. Site visit requests shall be coordinated with the WRBP contact provided above.

The contractor shall be solely responsible for errors or omissions and for payment, performance, errors or omissions of their subcontractors, if any.

Selection The proposals will be evaluated based upon the information provided by the respondent and any other due diligence inquiries made by the WRBP. The contract will be awarded to the lowest responsive and responsible qualified firm with the necessary experience, skills, and equipment to perform the scope of work. The basis of award costs and contract price limitation are detailed on Exhibit C.

A qualified firm shall be one that can demonstrate that they can perform the scope of services, has demonstrated project and personnel experience in successfully performing similar services, has sufficient resources and is willing to assign adequate, qualified personnel and equipment to successfully complete the scope of work in the time allocated.

The WRBP reserves the right to accept or reject all proposals or any part thereof, to waive minor discrepancies or any formality in the bidding process and to accept the proposal considered to be in the best interest of the WRBP. Failure to submit all the information called for may be sufficient grounds for disqualification. The WRBP

(603) 271-3504 TDD Access: Relay NH 1-800-735-2964 reserves the right to cancel this proposal request at any time for any reason. Costs to prepare the proposal and for site visits are solely the responsibility of the proposing firms.

Award The WRBP reserves the right to determine what constitutes a conforming proposal; to determine if a firm is qualified and award the contract solely as it deems to be in the best interest of the State. The basis of the award is the lowest total price submitted on Exhibit C from a qualified firm in the best interest of the WRBP. The WRBP may perform any due diligence inquiries it deems necessary to make these determinations.

The selected contractor will be sent a “Notice of Intent to Award” along with a contract for execution and a checklist of required documents. Upon request, the WRBP will also provide instructions for completing a “Corporate Resolution” confirming the authority of the person executing the contract and for obtaining a “Certificate of Good Standing” from the New Hampshire Secretary of State's office. Please note that any firm doing business with the State must be registered and in good standing with the New Hampshire Secretary of State’s Office in order to process a contract. The selected contractor is responsible for providing the WRBP with a current certificate issued by the New Hampshire Secretary of State dated after April 1, 2026. If, at the time the firm receives the “Notice of Intent to Award” it is not properly registered, the contractor will be allowed ten (10) days to complete this task. If, at the end of the ten (10) days the firm is not registered, it will be the WRBP’s option to disregard the firm’s proposal and disqualify the firm. The selected contractor shall also have a current, active vendor code issued by the State.

The selected contractor shall provide insurance certificates meeting or exceeding the requirements in Form P-37 Section 14 and name the State of New Hampshire NHDES-WRBP as additional insured, not just certificate holder, and shall provide copies of all certificates within 30 days of renewal so insurance remains in full force during the contract period. No bonds are required for this project.

When the original, executed contract, Exhibits, and all supporting documents are returned, the contract will be approved by the Commissioner of the Department of Environmental Services, the New Hampshire Attorney General’s office, and the Governor and Executive Council of the State of New Hampshire; a process that usually takes 6-8 weeks.

Enclosures:

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

2. Exhibits A, B and C and Attachments thereto.

3. Pump station roof plans.

Initials _______________ Date _______________

EXHIBIT A

SPECIAL TERMS AND PROVISIONS

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 Page 1 of 2 Initials __________ Date __________

EXHIBIT B

SCOPE OF WORK

Scope of Work The contractor shall provide the following to complete the installation of standing seam metal roofing over existing roof structures at two RBP pump stations. The contractor shall provide all labor, materials, services, tools, equipment, transportation, material disposal, site clean-up and facilities to complete the scope of work.

Contractor Responsibilities The contractor shall provide the following as part of the scope of services:

Gilford Pump Station: Install approximately 1400 square feet of 24 gauge Standing Seam Metal roofing, over new 2x4 furring fastened to concrete deck at 2’ (two) feet on center max. over existing roof, with matching drip edge. Complete installation scope shall be based on measurements and assessments made during the mandatory site visit. Final color in the brown tone range will be determined by the WRBP (contractor to supply samples for selection on site visit). Existing roof vents/exhausts shall be restored to operation and properly sealed to prevent water penetration.

Pendleton Pump Station: Install approximately 1400 square feet of 24 gauge Standing Seam Metal roofing, over new 2x4 furring fastened to concrete deck at 2’ (two) feet on center max. over existing roof, with matching drip edge. Complete installation scope shall be based on measurements and assessments made during the mandatory site visit. Final color in the brown tone range will be determined by the WRBP (contractor to supply samples for selection on site visit). Existing roof vents/exhausts shall be restored to operation and properly sealed to prevent water penetration.

Belmont Pump Station: Install approximately 525 square feet of 24 gauge Standing Seam Metal roofing, over new ¾ strapping 16 on center over existing asphalt roof, with matching drip edge and vinyl soffit and facia, based on measurements taken during the site visit. Final color in the brown tone range will be determined by the WRBP (contractor to supply sample). Ice stop located over door entry ways, new metal wrap and vented soffit.

The contractor shall be responsible for off-site disposal of all debris and waste products in accordance with all local, state and federal rules and regulations for off-site disposal of such waste materials. All work shall be performed in a neat and workman-like manner, in conformance with the best modern trade practices by competent, experienced workers. The contractor is solely responsible for securing and protecting their materials, supplies, and equipment during performance of the work. Storage inside WRBP buildings is not available.

The operating hours of the WRBP maintenance staff are Monday through Friday 7 a.m. to 3 p.m. Hours beyond this period on weekdays may be worked by the contractor only upon approval by the WRBP. Overtime costs for WRBP staff shall be paid by the contractor.

This work is to be completed as soon after contract approval as conditions at the pump stations allow, but no later than December 31, 2026.

EXHIBIT B

SCOPE OF WORK - CONTINUED

Exhibit B Page 2 of 2 Initials __________ Date ___________

Temporary Electricity Temporary electricity is available from the existing service at each building. The contractor shall provide all labor and materials necessary to connect electrical power and lighting safely and compliantly for construction purposes.

Staging, scaffolding, and ladders Contractor shall furnish, erect, and maintain all staging, scaffolding, ladders and all other required safety equipment or gear during the project. Such equipment shall be of approved design, erected and removed by experienced and qualified personnel and shall have all accident prevention devices as required by state and local laws.

Air Compressors If the contractor requires air compressor(s) for their work, they are solely responsible for providing that equipment and all necessary hoses and connectors.

Safety and Compliance The contractor is responsible for the safe performance of all work and for appropriate training and safety devices, fall protection and PPE for their personnel. It shall be the sole responsibility of the contractor to comply with all local, state and federal rules and regulations in the commission of the work.

Hot Work Permit (if necessary) Any activity involving open flames, sparks, or heat-producing tools (e.g., welding, cutting, grinding) requires a Hot Work Permit. If any of the work involves open flames or produces heat and/or sparks, the Contractor must:

• Review and comply with NFPA 51B standards and NFPA Hot Work Fact Sheet (attached for reference).

• Complete the WRBP Hot Work Permit (example attached) prior to starting any hot work.

• Visibly post daily Hot Work Permit at work location and notify WRBP staff of proposed Hot Work.

• Provide appropriate fire watch personnel, fire extinguishers and spark containment.

• Ensure the work area is free of flammable materials or properly shielded.

Incident Reporting

• All incidents, accidents, near misses or unsafe conditions must be reported to WRBP staff immediately.

• A written incident report may be required to be submitted to the WRBP.

Warranties A minimum 1-year materials and workmanship written warranty is required. Warranty term shall start at final inspection and acceptance of work by the WRBP. Contractor shall be responsible for correcting any defects prior to final acceptance.

Information contained in the RFP dated March 16, 2026 and any addenda or attachments thereto are hereby incorporated by reference.

Initials__________ Date_________

EXHIBIT C

PRICE AND TERMS OF PAYMENT

1. Pump Station #1 I (We) agree to furnish the scope of services specified in Exhibit B for the installation of standing seam metal roofing at Gilford pump station at the cost of:

2. Pump Station #2 I (We) agree to furnish the scope of services specified in Exhibit B for the installation of standing seam metal roofing at Pendleton pump station at the cost of:

3. Pump Station #3 I (We) agree to furnish the scope of services specified in Exhibit B for the installation of standing seam metal roofing at Belmont pump station at the cost of:

4. Contingency (Sum of 10% of items 1, 2 and 3)

Total Price Limitation - Total of the 4 items above

Terms:

1. Contractor to be paid within thirty (30) days of submission of an invoice at satisfactory completion of work.

2. Each line item may be paid separately upon successful completion of work, submission of supporting documents including but not limited to subcontractor invoices and release of liens, documentation, and proper invoice.

3. Contingency shall be used for necessary items not included in the Scope of Work but that need to be completed during the course of the project such as replacement of previously damaged flashing or underlayment. The WRBP reserves the right to buy and install such items or ask contractor to buy and/or install the items. All contractor requests for contingent items shall be pre-approved by the WRBP and shall be supported by verifiable additional time worked and materials invoices from suppliers.

4. 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.