- 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 23, 2023

Request for Proposal (RFP) for Siphon Cleaning Services at the Winnipesaukee River Basin

The New Hampshire Department of Environmental Services (NHDES) operates a regional wastewater treatment facility located at 528 River Street, Franklin, New Hampshire under its Winnipesaukee River Basin Program (WRBP) and a collection system that serves ten communities in the Lakes Region. The WRBP is soliciting proposals from qualified contractors for the referenced work to be completed at several of the WRBP’s inverted siphon chambers, stormwater catch basins, septage receiving tanks and the influent channels at the Winnisquam Pump Station in Laconia, NH. The proposal will also provide for unscheduled services on an as-needed basis.

The contractor will be solely responsible for errors or omissions; therefore, it is strongly suggested that each firm arrange a visit prior to finalizing their proposal. This will provide contractors with an opportunity to evaluate access to the proposed work sites and evaluate the level of effort needed to complete the work.

The RFP and any addenda may be downloaded directly from the State’s purchasing website:

https://apps.das.nh.gov/bidscontracts/bids.aspx It is the responsibility of the proposing firm to check for addenda.

All proposals must be received by the Department of Environmental Services, Franklin Wastewater Treatment Plant, P.O. Box 68, 528 River Street, Franklin, NH 03235 no later than 2:00pm on April 17, 2026. Note that the USPS does not deliver directly to the Franklin WWTP, so it is the responsibility of proposing firms to assure receipt by the deadline. Exhibits A, B, and C shall be completed and returned as the proposal response. In addition, at least three (3) recent references for comparable work including contact names and phone numbers shall be provided as part of the proposal submitted for consideration.

All mailed or hand delivered proposals must be enclosed in sealed envelopes that are clearly marked “Siphon Cleaning Services” or email to mark.a.corliss@des.nh.gov. If mailed or emailed, contractor must confirm receipt.

Contacts All inquiries regarding this RFP should be directed to Mark Corliss at the treatment plant at (603) 934-9926.

Inquiries for the dual influent channels at the Winnisquam Pump station in Laconia should be directed to Ray Gordon at the Laconia maintenance shop at (603) 528-6746. Inquiries regarding the RFP or future contract should be directed to Sharon McMillin at (603)-934-9930 or the email above.

Basis of Award The low bidder will be selected based on bidding the menu of scheduled service work, plus one unscheduled service call per fiscal year involving 2 men and Vactor truck at overtime hourly rates, for the minimum number of hours per service call (to which is added other charges, if any). The contract price limitation is based upon the sum of the annual service costs, plus an additional $5,000.00 per year contingency for unscheduled service.

https://apps.das.nh.gov/bidscontracts/bids.aspx mailto:mark.a.corliss@des.nh.gov tel:+16039349926 tel:+16035286746 tel:+16039349930

The WRBP reserves the right to determine what constitutes a conforming quotation; to determine if a firm or individual is qualified; to waive irregularities that it considers not material to the quotation; 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 it is in the best interest of the WRBP.

The Contract The chosen contractor will be under contract to NHDES. We include herein a blank copy of a standard state service contract (P-37 form), as well as Exhibits A, B and C for the Agreement. Exhibit A “Special Conditions” provides a form confirming that the firm has a confined space policy which complies with state and federal regulations Exhibit B “The Services” will be the Scope of Work which describes the services. Exhibit C “Payment Terms,” is the form with your cost quote for the work. It is strongly recommended that you review the general conditions shown on the State contract form (P-37) including the insurance requirements contained in Item No.

14. Exhibits A, B, and C shall become part of the contract.

Should your firm be selected for the work, the WRBP will send you a “Notice of Intent to Award” along with a P- 37 contract form for execution. In addition to this form and Exhibits A, B, and C, the contract documents include:

A “Corporate Resolution” authorizing the signatory to enter into a contract for the work; an insurance certificate meeting the requirements shown in the P-37; and a “Certificate of Good Standing” from the NH Secretary of State’s office. 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 to process a contract. The contractor will be responsible for providing the WRBP with a current certificate issued by the NH Secretary of State dated after April 1, 2026.

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 WRBP’s option to disregard the contractor’s proposal.

The selected contractor shall also provide a valid State of NH vendor code to execute and maintain the contract.

A vendor code can be obtained on-line at https://www.das.nh.gov/purchasing/docs/info/Vendor-Application-and-W9.pdf

When the required documents are returned, a contract will be processed through the NHDES and the NH Governor and Executive Council, a process that usually requires eight (8) to twelve (12) weeks to complete.

Sincerely, Mark Corliss Chief Operator

NHDES, WRBP

Encl.

cc: Sharon McMillin, Program Administrator, WRBP-Franklin Ray Gordon, Administrator III, WRBP-Laconia https://www.das.nh.gov/purchasing/docs/info/Vendor-Application-and-W9.pdf https://www.das.nh.gov/purchasing/docs/info/Vendor-Application-and-W9.pdf

Initials __________ Date___________

EXHIBIT A

SPECIAL PROVISIONS

CONFINED SPACE CERTIFICATION

I, of (Name)

(Company Name) hereby certify that the confined space policy of

(Company Name) complies in all aspects with the Federal Occupational Safety and Health Standards (OSHA), 29 CFR Part 1910 and that

(Company Name) possesses all equipment required for compliance with all provisions of the rules.

Exhibit B Page 1 of 3

Date___________

EXHIBIT B

THE SERVICES

SCHEDULED SERVICES

Cleaning of the dual influent channels at the Winnisquam Pump Station located at 202 Water Street in Laconia, removal of grit from one raw and one degritted septage tank located at the Franklin wastewater treatment plant, several stormwater catch basins, and two inverted siphons and their associated inlet and outlet chambers which are located throughout the Winnipesaukee River Basin Program’s collection system. The siphons have either two or three pipes which cross under a river. On either bank of the river, there exists an access chamber to each inverted siphon to provide access for cleaning. Siphon pipe sizes vary from as small as 6" in diameter to as large as 12" in diameter. The WRBP will provide one member of its staff to accompany the contractor during all work.

Semi-annual cleaning Semi-annual cleaning will typically be performed during the months of May and October. Any alternative schedule shall be approved by the WRBP prior to work. The contract includes: two cleanings of the two (2) siphons; removal of grit from one (1) septage receiving and one (1) degritted septage tank; three (3) storm water catch basins; and the pair of influent channels in fiscal year 2026 (in October of 2026 and May of 2027), in fiscal year 2026 (in October of 2026 and May of 2027), and in fiscal year 2027 (October 2027 and May 2028).

Note that each siphon cleaning event must include pressure washing of the inside of each siphon chamber on both ends of the inverted siphons as well as flushing of siphon pipes.

Semi-annual grit removal from one (1) raw septage receiving tank and one (1) degritted septage tank, both tanks are approximately 17 feet 6 inches in depth with an access opening of 4 feet by 4 feet. A total of approximately 2 yards has been removed each time the grit has been removed from both tanks. Contractor is responsible for removing all grit regardless of volume. The grit will be deposited on site at the Franklin treatment plant, and the WRBP will be responsible for its disposal.

There are several storm water catch basins which will have their sumps vactored clean. There are two (2) catch basins at the Franklin treatment plant and one (1) at the Winnisquam pump station at 202 Water Street in Laconia, which are subjected to heavier use than the others; therefore, they will be cleaned more frequently on a scheduled basis. The two (2) in Franklin and the one (1) catch basin in Laconia are to be cleaned semi-annually, at the same time as the siphon chamber cleanings.

Semi-annual cleaning locations:

1) Franklin area at Senior Haven – under the Winnipesaukee River – 1 barrel at 6 inches in diameter and 1 barrel at 10 inches in diameter approximately 530 feet long.

2) Belmont area at NH Route 140 – under Tioga River – 1 barrel at 6 inches in diameter and 1 barrel at 12 inches in diameter approximately 55 feet long.

3) Franklin Treatment Plant grit removal from 1 raw septage tank and 1 degritted septage tank.

4) Winnisquam pump station at 202 Water Street, Laconia – influent channels – 2 open channels 30 inches wide and approximately 31 feet long

5) Two (2) catch basins at the Franklin wastewater treatment plant and one (1) at the Winnisquam pump station

One-time only cleaning:

The ten (10) catch basins at the wastewater treatment facility (WWTF) in Franklin will receive a one-time only cleaning in October 2026.

Exhibit B Page 2 of 3

Date___________

All work to be completed to the satisfaction of the WRBP staff who will accompany the contractor at the work locations.

UNSCHEDULED SERVICES

Unscheduled services will be paid under the terms outlined in Exhibit C of this Agreement. Contractor shall provide services per the regular and overtime per hour rate for a vactor truck including labor (2 men) and the minimum number of hours or service charge for unscheduled vactor services. Fuel surcharges, travel, mobilization/demobilization, and any other charges are included in the hourly rates delineated in Exhibit B.

CONTRACTOR RESPONSIBILITIES

The contractor shall provide all labor, materials, services, tools, equipment, transportation, and facilities to complete the scope of work. It shall be the sole responsibility of the contractor awarded the contract to comply with all local, state and federal rules and regulations in the commission of the work requested by this proposal.

The material removed from the catch basins, tanks, channels, and siphon chambers will be transported to the Franklin Wastewater Treatment Plant for disposal. It will be the plant’s responsibility to dispose of the material in accordance with all applicable federal, state and local regulations governing such waste. All work shall be performed in a neat and workmanlike manner in conformance with best modern trade practices by competent, experienced workers. All equipment used shall be operated in strict accordance with the manufacturer’s instructions. The contractor will be solely responsible for errors or omissions.

Work must be completed during normal treatment plant working hours of Monday-Friday, 7:00 A.M. to 3:00 P.M. The WRBP facilities are closed on State Holidays.

SAFETY

The WRBP operates an active safety program, with a safety committee and safety manual that augments NHDES Safety requirements. The selected contractor shall comply with all WRBP safety rules, in addition to all applicable state and federal worker safety laws and regulations, including those dealing with confined spaces.

The siphon chambers manholes are confined spaces (permit required) as per OSHA definition in 29 CFR Part 1910 and the NH Department of Labor Safety Regulations. Attached is Figure 7.3 taken from the WRBP’s confined space policy which shows expected hazards and required precautions for these confined spaces. Prior to beginning work, the contractor must provide WRBP with a copy of the confined space program that the contractor intends to follow or provide details of the contractor’s confined space program. Exhibit A of the contract contains a Certification Statement from the contractor stating compliance with OSHA confined space regulations. The contractor is responsible for all the safety equipment and procedures required in Figure 7.3, OSHA, and the contractor’s confined space program.

Information contained in the Request for Proposals, dated March 23, 2026, is hereby included in Exhibit B by reference.

Exhibit C Page 1 of 2

Date___________

EXHIBIT C

PAYMENT TERMS

A. SCHEDULED SERVICES

(Costs include all travel, labor, and equipment costs for the service)

Semi-annual cleaning:

October 2026 Siphon, grit removal and catch basin cleaning FY27 $

May 2027 Siphon, grit removal and catch basin cleaning FY27 $

October 2027 Siphon, grit removal and catch basin cleaning FY28 $

May 2028 Siphon, grit removal and catch basin cleaning FY28 $

October 2028 Siphon, grit removal and catch basin cleaning FY29 $

May 2029 Siphon, grit chamber and catch basin cleaning FY29 $

One-time cleaning:

October 2026, ten (10) catch basin cleanings at WWTF FY27 $

B. UNSCHEDULED SERVICES

FY27 FY28 FY29

Regular Hourly Rate (includes 2-men, travel time, equipment and cost for services) $ $ $

Overtime Hourly Rate (includes 2-men, travel time, equipment and cost for services) $ $ $

Minimum number of hours, minimum Service Charge, and any other charges that are applicable must be clearly noted below.

$____________ or ____________hours

FY27 FY28 FY29

A. Scheduled Services (Semi-annual and one time in FY24) $ $ $

B. Unscheduled Services (see Note 1) $ $ $

C. Contingency $___5,000 $ 5,000 $ 5,000

Total per FY (A + B+ C) $ $ $

Contract Price Limitation (FY27 + FY28 + FY29) $

NOTES:

1. The Basis of Award is the sum of scheduled services for the three fiscal years plus one unscheduled service call per fiscal year involving 2 men and the vactor truck and equipment at the overtime hourly rates, for the minimum number of hours per service call (to which is added other charges, if any). Basis of Award is the sum of A plus B above for the three fiscal years.

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Exhibit C Page 2 of 2

Date___________

2. The contract price limitation is based upon the sum of the scheduled servicing costs, plus unscheduled services as described in Note 1 including any minimum number of hours, plus an additional $5,000.00 per fiscal year contingency for unscheduled service at the rates above.

Contract price limitation is the sum of A plus B plus C above for the three fiscal years. Contingency funds may only be used upon prior authorization by the WRBP.

3. Contractor to be paid within thirty (30) days of submission of invoice after satisfactory completion of work. Approval of this contract does not authorize any expenditure over the contract price limitation.

4. FY27 is from July 1, 2026 to June 30, 2027. FY28 is from July 1, 2027 to June 30, 2028. FY29 is from July 1, 2028 to June 30, 2029.

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.