Contract: Propane Supply and Delivery

Page 3 of 16 Contractor Initials___________ Date___________ TERMS OF SUBMISSION: All material received in response to this bid shall become the property of the State and shall not be returned to the Vendor. Regardless of the Vendors selected, the State reserves the right to use any information presented in a bid response. The content of each Vendors bid shall become public information once a contract(s) has been awarded. A responding bid that has been completed and signed by your representative shall constitute your companys acceptance of all State of New Hampshire terms and conditions and shall legally obligate your company to these terms and conditions. A signed response further signifies that from the time the bid is published (bid solicitation date and time) until a contract is awarded, no bidder shall offer or give, directly or indirectly, any gift, expense reimbursement, or honorarium, as defined by RSA 15-B, to any elected official, public official, public employee,

constitutional official, or family member of any such official or employee who shall select, evaluate, or award the RFB. Furthermore, a signed response signifies that any terms and/or conditions that may be or have been submitted by the Vendor are specifically null and void and are not a part of this bid invitation or any awarded purchase order, even if said terms and/or conditions contain language to the contrary. The form P-37 Contract attached hereto shall be part of this bid and the basis for the contract(s). The successful Vendor and the State, following notification, shall promptly execute this contract form, which is to be completed by incorporating the service requirements and price conditions established by the vendors offer. CHAPTER ADM 600 PROCUREMENT AND PROPERTY RULES APPLY TO AND ARE MADE A PART HEREOF. Complete bids shall be filled out on the original documents and format that are a part of this bid invitation. Vendors may submit additional paperwork with pricing, but all pricing shall be on the documents provided with this bid invitation and in the States format. CONTRACT TERM: The term of the contract shall commence on August 1, 2024, or upon approval of the Governor and Executive Council, whichever is later, through July 31, 2026, a period of approximately two (2) years. The contract may be extended for up to an additional two (2) years thereafter under the same terms, conditions and pricing structure upon the mutual agreement between the successful Vendor and the State with the approval of the Commissioner of the Department of Administrative Services. CONTRACT AWARD: The award shall be made to the Vendor(s) meeting the criteria established in this RFB and providing the lowest cost by District in total. The State reserves the right to reject any or all bids or any part thereof and add/delete items/locations to the contract. All award(s) shall be, in the form of a State of New Hampshire Contract(s). Successful Vendor shall not be allowed to require any other type of order, nor shall the successful Vendor be allowed to require the filling out or signing of any other document by State of New Hampshire personnel. NOTIFICATION AND AWARD OF CONTRACT(S): Bid results shall not be given by telephone. For Vendors wishing to attend the bid closing, the names of the vendors submitting responses and pricing shall be made public. Other specific response information shall not be given out. Bid results shall be made public after final approval of the contract(s). Bid results may also be viewed on our website at https://apps.das.nh.gov/bidscontracts/bids.aspx. For Vendors wishing to attend the bid closing: Names of the Vendors submitting responses and pricing shall be made public. In lieu of in person public bid openings the State shall conduct openings via electronic means until further notice. LIABILITY: The State shall not be held liable for any costs incurred by Vendors in the preparation of bids or for work performed prior to contract issuance. PUBLIC DISCLOSURE OF BID OR PROPOSAL SUBMISSIONS: Generally, the full contents of any proposal (including all materials submitted in connection with it, such as attachments, exhibits, addenda, and vendor presentations) become public information upon completion of final contract or purchase order negotiations with the selected vendor. Certain information concerning proposals, including but not limited to scoring, is generally available to the public even before this time, in accordance with the provisions of NH RSA 21-G:37. https://apps.das.nh.gov/bidscontracts/bids.aspx Page 4 of 16 Contractor Initials___________ Date___________ Confidential, commercial or financial information may be exempt from public disclosure under RSA 91-A:5, IV. Any and all information contained in or connected to a bid or proposal that a Bidder considers confidential shall be clearly designated in the following manner: If the Bidder considers any portion of a submission confidential, they shall provide a separate copy of the full and complete document, fully redacting those portions by blacking them out and shall note on the applicable page or pages of the document that the redacted portion or portions are confidential. Use of any other term or method, such as stating that a document or portion thereof is proprietary, not for public use, or for clients use only, is not acceptable. In addition to providing an additional fully redacted copy of the bid submission to the person listed as the point of contact on Page one (1) of this document, the identified information considered to be confidential must be accompanied by a separate letter stating the rationale for each item designated as confidential. In other words, the letter must specifically state why and under what legal authority each redaction has been made. Submissions which do not conform to these instructions by failing to include a redacted copy (if required), by failing to include a letter specifying the rationale for each redaction, by failing to designate redactions in the manner required by these instructions, or by including redactions which are contrary to these instructions or operative law may be rejected by the State as not conforming to the requirements of the bid or proposal. Marking or designating an entire proposal, attachment or section as confidential shall neither be accepted nor honored by the State. Marking an entire bid, proposal, attachment or full sections thereof confidential without taking into consideration the publics right to know shall neither be accepted nor honored by the State. Notwithstanding any provision of this request for submission to the contrary, proposed pricing shall be subject to public disclosure REGARDLESS of whether or not marked as confidential. If a request is made to the State by any person or entity to view or receive copies of any portion of a proposal, the State will assess what information it believes is subject to release; notify the Bidder that the request has been made; indicate what, if any, portions of the proposal or related material shall be released; and notify the Bidder of the date it plans to release the materials. To halt the release of information by the State, a Bidder must initiate and provide to the State, prior to the date specified in the notice, a court action in the Superior Court of the State of New Hampshire, at its sole expense, seeking to enjoin the release of the requested information. By submitting a proposal, Bidders acknowledge and agree that: The State may disclose any and all portions of the proposal or related materials which are not marked as confidential and/or which have not been specifically explained in the letter to the person identified as the point of contact for this RFP; The State is not obligated to comply with a Bidders designations regarding confidentiality and must conduct an independent analysis to assess the confidentiality of the information submitted in your proposal; and The State may, unless otherwise prohibited by court order, release the information on the date specified in the notice described above without any liability to a Bidder. TERMINATION: The State of New Hampshire shall have the right to add and/or remove locations, and/or terminate the contract at any time with a thirty (30) day written notice to the successful Vendor. VENDOR CERTIFICATIONS: All Vendors shall be duly registered with the NH Bureau of Purchase and Property as State of New Hampshire vendors. All Vendors that are corporations, limited liability companies, or other limited liability business entities (this excludes sole proprietors and general partnerships) shall be duly registered with the New Hampshire Secretary of State to conduct business in the State of New Hampshire. STATE OF NEW HAMPSHIRE VENDOR APPLICATION: To be eligible for a contract award, a Vendor must have a completed Vendor Application Package on file with the NH Bureau of Purchase and Property. See the following website for information on obtaining and filing the required forms (no fee: https://DAS.NH.Gov/Purchasing. NEW HAMPSHIRE SECRETARY OF STATE REGISTRATION: To be eligible for a contract award, a Vendor that is a corporation, limited liability company, or other limited liability business entity (this excludes sole proprietors and general partnerships) must be registered to conduct business in the State of New Hampshire AND in good standing with the NH Secretary of State. Please visit the following website to find out more about the requirements for registration with the NH Secretary of State: https://sos.nh.gov/corporation-division/. CONFIDENTIALITY & CRIMINAL RECORD: If Applicable, any employee or approved subcontractor of the Vendor who will be accessing or working with records of the State of New Hampshire shall be required to sign a Confidentiality and Non- https://das.nh.gov/Purchasing https://sos.nh.gov/corporation-division/ Page 5 of 16 Contractor Initials___________ Date___________ Disclosure Agreement and a Release of Criminal Record Authorization Form. These forms shall be returned to the designated State agency prior to commencing any work. CERTIFICATE OF INSURANCE: Prior to being awarded a contract the Vendor shall be required to submit proof of comprehensive general liability insurance coverage prior to performing any services for the State. The coverage shall insure 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. Coverage shall also include State of New Hampshire workers compensation insurance to the extent required by RSA Chapter 281-A. BID PRICES: Bid prices shall remain firm for the entire contract period and shall be in US dollars and shall include delivery and all other costs required by this bid invitation. Special charges, surcharges (including credit card transaction fees), or fuel charges of any kind (by whatever name) may not be added on at any time. Any and all charges shall be built into your bid price at the time of the bid. Unless otherwise specified, prices shall be F.O.B. DESTINATION, (included in the price bid), which means delivered to a state agency's receiving dock or other designated point as specified in this contract or subsequent purchase orders without additional charge. Shipments shall be made in order to arrive at the destination at a satisfactory time for unloading during receiving hours. Per Administrative Rule 606.01(e) if there is a discrepancy between the unit price and the extension price in a response to an RFP, RFB or RFQ, the unit price shall be binding upon the vendor. Price decreases shall become effective immediately as they become effective to the general trade. AUDITS AND ACCOUNTING: The successful Vendor shall allow representatives of the State of New Hampshire to have complete access to all records for the purpose of determining compliance with the terms and conditions of this bid invitation and in determining the award and for monitoring any resulting contract. At intervals during the contract term, and prior to the termination of the contract, the successful Vendor may be required to provide a complete and accurate accounting of all products and quantities ordered by each agency and institution and by political sub-divisions and authorized non-profit organizations. ESTIMATED USAGE: The quantities indicated in the offer section of this bid invitation are an estimate only for the State of New Hampshire's annual requirements. These quantities are indicated for informational purposes only and shall not be considered minimum or guaranteed quantities, nor shall they be considered maximum quantities. These quantities do not include any eligible participant usage. USAGE REPORTING: The successful Vendor shall be required to submit a quarterly and annual usage report for analysis for each state agency or eligible participant. Reports are due no later than 30 days after each end of each calendar quarter to C. Ryan Fuller at The Bureau of Procurement & Support Services and sent electronic to Christopher.r.fuller@das.nh.gov. At a minimum, the Report shall include: Contract Number Utilizing Agency and Eligible Participant Services/Products Purchased (showing the manufacturer, item, part number, and the final cost.) Recycling documentation with respect to content used in the manufacture, development and distribution process of goods and services sold. This report shall include but not be limited to: o Percentage of recycled materials contained within finished products o Percentage of waste recycled throughout the manufacturing process o Types and volume of packaging used for transport o Any associated material avoided and/or recycled as applicable under contract o A standardized reporting form will be provided after contract award Total Cost of all Services/Products Purchased. Ability to sort by agency/eligible participant. In Excel format ESTABLISHMENT OF ACCOUNTS: Each State of New Hampshire agency shall have its own individual customer account number. There may also be instances where divisions or bureaus within an agency will need their own individual customer account numbers. Should any State of New Hampshire agency place an order under the contract, the successful Vendor agrees to establish an account within three business days from the date the order is placed. However, there shall be no delay in any shipment; the agency shall receive the items ordered in accordance with the delivery time required under this bid invitation, as if an account already exists for the agency. mailto:Christopher.r.fuller@das.nh.gov Page 6 of 16 Contractor Initials___________ Date___________ ELIGIBLE PARTICIPANTS: Political sub-divisions (counties, cities, towns, school districts, special district or precinct, or any other governmental organization), or any nonprofit agency under the provisions of section 501c of the federal internal revenue code, are eligible to participate under this contract whenever said sub-division or nonprofit agency so desires. These entities are autonomous and may participate at their sole discretion. In doing so, they are entitled to the prices established under the contract. However, they are solely responsible for their association with the successful Vendor. The State of New Hampshire assumes no liability between the successful Vendor and any of these entities. PAYMENT: Payments shall be made via ACH or Procurement Card (P-card = Credit Card) unless otherwise specified by the state of New Hampshire. Use the following link to enroll with the State Treasury for ACH payments: https://www.nh.gov/treasury/state- vendors/index.htm. Eligible participants shall negotiate their own payment methods with the successful Vendor. INVOICING: Invoices shall be submitted to the corresponding State agency after completion of work/acceptance of delivery. Invoicing shall be done to the Agency Remit Account on the basis of each order completed. Invoices shall clearly indicate the quantity, description, packaging, date delivered, and contract price. Invoicing for eligible participants shall be in accordance with their individual requirements. It will be the responsibility of the Vendor to see that all invoices are complete and priced accurately per the terms, conditions and format of the bid. Inaccurate or incomplete invoices will be returned to the Vendor with a request for a new accurate and complete invoice. The State will make all efforts to pay all accurate and complete invoices within the payment term stated within this bid; however, errors within the original invoice will relieve the State of the original net-30 term time frame for payment. Vendors are allowed to pass on any discounts to the State of New Hampshire. Any invoices with pricing lower than the OPIS Propane Daily posting plus mark-up shall be considered a discount, unless notification to the agency, and a revised invoice, are not provided within 5 business days. Invoices shall indicate all data stated below at minimum: Proper remit address Description of product delivered Date of delivery Tank I.D. number if available Delivery location, agency and physical address State contract reference number Contract price per gallon, index price plus (mark up or fixed as stated in offer section), on date of delivery PERC fee charged Vendor may offer a cash discount for earlier payment on invoices INVOICING FOR DELIVERIES ON WEEKENDS OR HOLIDAYS: When deliveries are required on weekends invoices for those delivery dates will be calculated against the posted journal price on the previous Friday. Weekends are defined between the hours or 12:01 AM Saturday and 12:00 PM midnight Sunday. If deliveries occur on a holiday that falls in the middle of the week (EXAMPLE: THANKSGIVING IS OBSERVED ON A THURSDAY), invoices for those delivery dates will be calculated against the posted price on the previous business day. The State of New Hampshire observes the following holidays: New Years Day Martin Luther King Day Presidents Day Memorial Day Independence Day Labor Day Veterans Day Thanksgiving Day Day after Thanksgiving Christmas Day TERMS OF PAYMENT: Payment shall be made in full within thirty (30) days after receipt of the invoice and acceptance of the corresponding goods and/or services to the States satisfaction. https://www.nh.gov/treasury/state-vendors/index.htm https://www.nh.gov/treasury/state-vendors/index.htm Page 7 of 16 Contractor Initials___________ Date___________ VENDOR RESPONSIBILITY: The successful Vendor shall be solely responsible for meeting all terms and conditions specified in the bid, and any resulting contract. All State of New Hampshire bid invitations and addenda to such bid invitations are advertised on our website at: https://apps.das.nh.gov/bidscontracts/bids.aspx. It is a prospective Vendors responsibility to access our website to determine any bid invitation under which the Vendor desires to participate. It is also the Vendors responsibility to access our website for any posted addenda. The website is updated several times per day; it is the responsibility of the prospective Vendor to access the website frequently to ensure that no bidding opportunity or addendum is overlooked. It is the prospective Vendors responsibility to forward a signed copy of any addendum requiring the Vendors signature to the Bureau of Purchase and Property with the bid response. In preparation of a bid response, the prospective Vendor shall: Provide pricing information as indicated in the Offer section; and Provide all other information required for the bid response (if applicable); and Complete the Vendor Contact Information section; and Complete the company information on the Transmittal Letter page, and sign under penalty of unsworn falsification in the space provided on that page. It is the responsibility of the Vendor to maintain this any awarded contract and New Hampshire Vendor Registration with up to date contact information. Contract specific contact information (Sales contact, Contractor contract manager, etc.) shall be sent to the States Contracting Office listed in Box 1.9 of Form P-37. Additionally, all updates i.e., telephone numbers, contact names, email addresses, W9, tax identification numbers are required to be current through a formal electronic submission to the Bureau of Purchase and Property at: https://www.das.nh.gov/purchasing/vendorresources.aspx. IF AWARDED A CONTRACT: The successful Vendor shall complete the following sections if awarded a contract of the Agreement State of New Hampshire Form #P-37 see Appendix A (sample): Section 1.3 Contractor Name Section 1.4 Contractor Address Section 1.11 Contractor Signature Section 1.12 Name & Title of Contractor Signatory (if Vendor is not a sole proprietor) Provide certificate of insurance indicating the coverage amounts required by Section 14 of the Form Number P-37. Provide proof of sufficient workers compensation insurance coverage or evidence of exemption from RSA Chapter 81-A. If the successful Vendor is a corporation, limited liability company, or other limited liability business entity, then provide a certificate of good standing issued by the NH Secretary of State or, for a newly incorporated, formed, or registered entity, a copy of the appropriate registration document certified by the NH Secretary of State. SPECIFICATION COMPLIANCE: Vendor's offer shall meet or exceed the required specifications as written. The State of New Hampshire shall be the sole determining factor of what meets or exceeds the required specifications. Unless otherwise specified by the Bureau of Purchase and Property in this bid invitation document, all equipment/items offered by the Vendor shall be new (and of the current model year, if applicable); shall not be used, rebuilt, refurbished; shall not have been used as demonstration equipment, and shall not have been placed anywhere for evaluation purposes. Successful Vendor(s) at their sole expense shall furnish, upon request by a using agency, an analysis from an approved laboratory of the fuel delivered to any State location. PRODUCT TESTING: The State reserves the right to test any product delivered to any of the fuel locations stated within this bid, or any locations added to the resulting contract over its term, for compliance to the product ordered or the specifications and standards herein. If the results of any such test performed determine that the product sold, furnished and delivered to any State location, does not meet the specifications of the product ordered or the specifications and standards established by the State of New Hampshire and/or the Federal Government, the Vendor responsible for the error will be reported to the NH Department of Environmental Services and held responsible for removing the incorrect product from the delivery location, cleaning of the tank if necessary, delivering the correct product and paying all charges associated with the error including the testing procedure. While the error conditions exist, the State reserves the right to purchase said fuel elsewhere charging any additional cost to the Vendor. The Vendor would also be subject to the relative default conditions as stated in the Terms and Conditions section of this bid. FEES AND TAXES: Any and all relevant fees and taxes that are in place at the time of the bid offer will be included in the offered markup charge stated by the Vendor. This includes any environmental, superfund, transportation or excise tax or fees, which the Vendor may be deemed https://apps.das.nh.gov/bidscontracts/bids.aspx https://www.das.nh.gov/purchasing/vendorresources.aspx Page 8 of 16 Contractor Initials___________ Date___________ responsible. The State will allow increases or require decreases in the posted markup and transportation cost equal to the value of the fee or tax if such increases or decreases occur after the award of the contract and are instituted by the State or federal government. No increases in the posted mark-up and transportation cost will be allowed without the prior written approval from the Director of the Division of Procurement and Support Services. SPECIFICATIONS: Complete specifications required are detailed in the SCOPE OF WORK section of this bid invitation. In responding to the bid invitation, the prospective Vendor shall address all requirements for information as outlined herein. SCOPE OF WORK: Vendor shall supply all labor, tools, transportation, materials, equipment and permits as necessary and required to perform services as described herein. DELIVERY POLICY, PROCEDURES, REQUIREMENTS MINIMUM ORDERS: There will be no minimum order whether in item quantity or dollar value associated with any contract resulting from this bid. CHANGING AWARDED LOCATIONS APPLIES TO BOTH FORMATS: Vendors that have multiple distribution sites (stores) from this bid will not transfer the management of a location from one store to another without giving the Bureau of Purchase and Property a fifteen (15) day advance written notice. CHANGES IN FIXED PRICES OR MARK UPS: The State will allow increases or require decreases in the posted markup cost or the fixed price stated equal to the value of the fee or tax if such increases or decreases occur after the award of the contract and are instituted by the State of federal government. This shall also apply to the PERC fee. No increases in the posted mark-up cost will be allowed without the prior approval from the Administrator of the Bureau of Purchase and Property. The State of New Hampshire Department of Administrative Services shall provide a Certificate of Exemption with respect to State purchases to the Vendor in support of a claim for credit or payment under section 6427 of the Internal Revenue Code. The supplied exemption certificates shall not apply to entities that choose to participate under the RSA 21-I provision. TRANSITION OF AWARDED LOCATIONS AT CONTRACT INCEPTION: The Vendor relinquishing the location to another vendor shall work with the agency affected to work out a schedule for picking up their tanks so as not to leave the agency without propane tanks and fuel. Upon picking up the tanks, the Vendor relinquishing the location shall weigh the tanks and credit the agency on their last invoice for any unused propane gas left in the tank at the time of pick up. For tanks too large to weigh, the Vendor shall credit the agency for the unused percentage of fuel in the tank at time of pick up. This credit process shall not apply to existing tanks that transfer ownership from the relinquishing Vendor to the new one. PERMITS: Some towns and cities may require permits to deliver/install tanks, please note, the agency requesting propane, shall be responsible for the payment of the permit. DELIVERY - GENERAL: State agencies shall contact successful vendor(s) and coordinate deliveries; All deliveries will be made within 72 hours after receipt of order, regardless of method of delivery (tank wagon or motor transport). If a delivery cannot be made within the 72 hours after order receipt, the Vendor will contact the ordering agency and work to achieve a mutually beneficial delivery time. Weekends and holidays are NOT exempt from the stated delivery schedule and it is understood that bidders are a 365-day delivery operation. DELIVERY SLIP / BOL All deliveries including tanker loads shall include a bill of lading and / or documentation to identify the type product left at each delivery. Delivery and load slips must be left at each delivery site. Failure to leave delivery documentation at each delivery site may result in delayed payments for said deliveries. SPILLS/ OVERFILLS Most underground tanks are equipped with 4" tight fill adapters. (Exception: above ground skid tanks.) Delivery trucks should be equipped with appropriate hardware to seal delivery-lines to prevent over-fills and/or spills. If a spill should occur during delivery or Vendor should deliver the wrong product to tanks, the Vendor assumes all responsibility and liability for spill, clean - up and/or cleaning of tank and the delivery driver will report the incident to onsite agency personnel immediately. Page 9 of 16 Contractor Initials___________ Date___________ OVERFILLS Delivery personnel shall unload product at a reasonable pace and rate to allow the flapper valve to perform its function. Over filling of the tank will require the Vendor to return to the site, pump out the overfill and clean out the manhole. All cost associated with correcting the overfill will be the Vendors sole responsibility. Violations of this requirement shall be reported to the State of New Hampshire Department of Environmental Services. The State reserves the right to make additions or deletions to the list of delivery points and to increase or decrease the estimated quantity of propane fuel, as it may deem necessary, during the contract period. The State of New Hampshire will do everything possible to prevent over ordering, although if a tank is unable to take the full amount ordered, the ordering agency will attempt to place the fuel at another location where Vendor has a contract at no additional cost to the State. EMERGENCIES Vendor(s) further agrees to deliver in less time in case of emergencies to the best of their ability. If delivery requirements are not met, the State reserves the right to purchase elsewhere, charging any additional costs back to the Vendor. The use of a private carrier to make delivery does not relieve the successful Vendor from the responsibility of meeting the delivery requirement. DELIVERY SLIPS: Delivery slips shall be left at each delivery location. Delivery slip shall indicate at minimum all data stated below. Quantity of product delivered; Description of product delivered; Date of delivery; Tank I.D. number if available; Delivery location, agency and physical address; State contract number. Delivery driver shall make reasonable effort to obtain signature by agency or interested party; if no one is available to sign, driver shall sign delivery slip to include date and time DELIVERY WILL CALL OR AUTOMATIC: There are locations stated on the attached location sheets that require automatic delivery and some do not. If they are not marked as automatic delivery, it shall be assumed they are will call locations. Agencies wishing to change location delivery status from will call to automatic delivery shall contact the Vendor in writing and request the delivery format change. Agencies shall also provide the necessary previous delivery history data. DELIVERY - AUTOMATIC REQUIREMENTS VENDOR RESPONSIBILITIES: The successful Vendor shall manage the fuel levels in each automatic delivery required location. The tank(s) shall be managed in such a manner that the individual tank will not run out of fuel. If for any reason a tank runs dry, the successful bidder will be responsible to: 1. Immediately refuel tank. 2. Restart any or all boilers / furnaces and or water heaters affected and perform any boiler / furnace maintenance required due to the fuel outage. 3. Accept and process claims for damage caused to the building because of loss of heat such as, broken pipes, frozen coils, water damage, etc. DELIVERY - AUTOMATIC REQUIREMENTS STATE AGENCY RESPONSIBILITIES: To assist in a smooth delivery operation (especially at the beginning of a new contract with a new delivery company), the ordering agency shall provide the Vendor with one (1) years previous delivery history data so the Vendor may provide the delivery service in an accurate and efficient manner. This history data is available by request from the previous contracted vendor. Agencies shall monitor their fuel tank consumption for the first four (4) months of a new contract to be sure they do not run out while the automatic delivery program builds a consumption history. DELIVERY- SAFETY REQUIREMENTS AND PROCEDURES: All delivery personnel will adopt the following safety procedures when making deliveries to any State location: 1. Exercise caution when maneuvering to avoid damage to containment walls. 2. Inspect tank, fittings and liquid level indicator prior to filling. 3. Place drip pans under all hose fittings prior to loading or unloading. 4. Block truck wheels before starting to load or unload. 5. Remain with the vehicle while loading or unloading. Page 10 of 16 Contractor Initials___________ Date___________ 6. Drain loading or unloading line to storage tank when loading or unloading is complete. 7. Verify that all drain valves are closed before disconnecting loading or unloading lines. 8. Inspect vehicle before departure to be sure all loading or unloading lines have been disconnected and vent valves are closed. 9. Immediately report any leakage or spillage to the onsite State personnel. 10. All delivery vehicles will be equipped with appropriate hardware to seal delivery-line to prevent over-fills and/or spills. If a spill should occur during delivery, the bidder assumes all physical and financial responsibility, as well as all liability for any spill. All corrective action will take place within 24 hours upon incident awareness. 11. Delivery personnel will shut off all electrical devices (cellular phones, pagers etc.) while unloading product. Successful Vendor(s) are responsible for replacement of any State property that is damaged by the bidder(s) employees or equipment whether as the result of an incident at time of delivery or caused by heating system failure due to late delivery of fuel (building freeze ups). This stipulation applies to call in fuel requests exceeding the delivery time stated within and automatic delivery specified locations stated herein. Unless otherwise specified herein, all services/deliveries performed under this Contract(s) shall be performed between the hours of 7:30 AM and 4:00 PM for State business days, unless other arrangements are made in advance with the State. Any deviation in work hours shall be pre-approved by the Contracting Officer. The State requires ten-day advance knowledge of said work schedules to provide security and access to respective work areas. No premium charges shall be paid for any off-hour work. The Vendor shall not commence work until a conference is held with each agency, at which representatives of the Vendor and the State are present. The conference shall be arranged by the requesting agency (State). The State shall require correction of defective work or damages to any part of a building or its appurtenances when caused by the Vendors employees, equipment or supplies. The Vendor shall replace in satisfactory condition all defective work and damages rendered thereby or any other damages incurred. Upon failure of the Vendor to proceed promptly with the necessary corrections, the State may withhold any amount necessary to correct all defective work or damages from payments to the Vendor. The work staff shall consist of qualified persons completely familiar with the products and equipment they shall use. The Contracting Officer may require the Vendor to dismiss from the work such employees as deems incompetent, careless, insubordinate, or otherwise objectionable, or whose continued employment on the work is deemed to be contrary to the public interest or inconsistent with the best interest of security and the State. The Vendor or their personnel shall not represent themselves as employees or agents of the State. While on State property, employees shall be subject to the control of the State, but under no circumstances shall such persons be deemed to be employees of the State. All personnel shall observe all regulations or special restrictions in effect at the State Agency. The Vendors personnel shall be allowed only in areas where services are being performed. The use of State telephones is prohibited. If sub-contractors are to be utilized, please include information regarding the proposed sub-contractors including the name of the company, their address, contact person and three references for clients they are currently servicing. Approval by the State must be received prior to a sub-contractor starting any work. WARRANTY REQUIREMENTS: The successful Vendor shall be required to provide warranties on all equipment provided by the Vendor for a period of not less than one (1) year or the manufacturers standard warranty period, whichever is greater, commencing on the date that the equipment is received, inspected, and accepted by the State of New Hampshire. The warranty shall cover 100% of repair or replacement costs, including all parts, shipping, labor, travel, lodging, and expenses. OBLIGATIONS AND LIABILITY OF THE VENDOR: The successful Vendor shall perform all work and furnish all materials, tools, equipment and safety devices necessary to perform the requested services in the manner and within the time hereinafter specified. The Vendor shall provide said services to the satisfaction of the State and in accordance with the specifications and at the price set forth herein. All work to be performed and all equipment to be furnished pursuant to the Scope of Services included herein shall be performed and furnished in strict accordance with the specifications included herein, the terms of any contract awarded as a result of this solicitation, any associated contract drawings, and the directions of State representatives as may be given from time to time while the work is in progress. Page 11 of 16 Contractor Initials___________ Date___________ The successful Vendor shall take full responsibility for the work to be performed pursuant to the Scope of Work included herein; for the protection of said work; and for preventing injuries to persons and damage to property and utilities on or about said work. The Vendor shall in no way be relieved of such responsibility by any authority of the State to give permission or issue orders relating to any part of the work, by any such permission given or orders issued, or by any failure of the State to give such permission or issue such orders. The successful Vendor shall bear all losses accruing to the Vendor as a result of the amount, quality, or character of the work required, or because the nature or characteristics of the work location is different from what the Vendor estimated or expected, or due to delays or other complications caused by the weather, elements, or other natural causes. The successful Vendor agrees that any damage or injury to any buildings, materials, equipment, or other property resulting from the Vendors performance of the requested services shall be repaired at the Vendors own expense so that such buildings, materials, equipment, or other property are satisfactorily restored to their prior condition. NON-EXCLUSIVE CONTRACT: Any resulting Contract from this RFB will be a non-exclusive Contract. The State reserves the right, at its discretion, to retain other Contractors to provide any of the Services or Deliverables identified under this procurement or make an award by item, part or portion of an item, group of items, or total Proposal. DISASTER RECOVERY: Do you provide emergency preparedness plan to aid the State during an emergency or disaster recovery with specifics as to response time, availability of supplies and goods and services offered? Yes or No (circle one) If yes, please include hard copy and/or link to website for further information. This information is not considered part of award criteria and is considered informational only. DELIVERY TIME: The successful Vendor shall be required to accomplish delivery of any item ordered under the contract within 72 hours from the placement of the order. If a delivery cannot be made within the 72 hours after order receipt, the Vendor will contact the ordering agency and work to achieve a mutually beneficial delivery time. The use of a private carrier to make delivery does not relieve the successful Vendor from the responsibility of meeting the delivery requirement. RETURNED GOODS: The successful Vendor shall resolve all order and invoice discrepancies within five (5) business days from notification. Products returned due to quality issues, duplicate shipments, over-shipments, etc. shall be picked up by the successful Vendor within ten (10) business days of notification with no restocking or freight charges and shall be replaced with specified products or the agency shall be refunded/credited for the full purchase price. Unauthorized substitutions for any products are not allowed. Standard stock products ordered in error by the State of New Hampshire shall be returned for full credit within fifteen (15) business days of receipt. Products shall be in re-saleable condition (original container, unused) and there shall be no restocking fee charged for these products. The using agency shall be responsible for any freight charges to return these items to the successful Vendor. PRICING BIDDING FORMATS FIXED PRICE FORMAT BID BASIS: Under the fixed price format, Vendor shall offer a price per gallon minus the PERC fee. The PERC fee shall be added to the Vendors offered fixed price per gallon, by the State, to achieve the total fixed price per gallon per location as shown in the offer section. The total price offered shall remain firm for the contract term specified. The total price shall be based on the ESTIMATED volume stated for each of the locations being bid and the fixed price shall include all taxes, fees, delivery cost and all other charges. INDEXED BASED FORMAT BID BASIS: The propane prices shall be based on OPIS PROPANE DAILY RACK UPDATE, location: Selkirk NY. The OPIS PROPANE DAILY index prices shall be posted with 5 places to the right of the decimal (EX $1.25251) If your company billing system can only go to the 4th decimal place, you may bill using only the 4 numbers to the right of the decimal. However, there will be no rounding up of the 5th place digit; pricing shall be formulated against the actual posted numbers within the index. NOTE: Pricing offered under the fixed price format and the Indexed based format shall remain firm from the bidding opening date/time until 4:30 PM the next business day. The Bureau of Purchase and Property shall notify the apparent low bidder of their awarded locations based on the price format chosen within this period. Page 12 of 16 Contractor Initials___________ Date___________ All vendors quoting will use the attached daily rack update average propane price posted on page two (2) in the OPIS PROPANE DAILY out of Selkirk, New York as their base price. Thereafter, bidders will base their pricing, during the term of the contract, on the OPIS PROPANE DAILY RACK UPDATE average plus their mark-up cost. Mark-up prices bid by the successful bidder shall remain firm for the product category for the term of the contract and any extension thereof and shall include delivery and all other charges. Fuel price postings may increase or decrease during the term of the contract in accordance with the OPIS PROPANE DAILY RACK UPDATE average propane price posted on Page 2. Mark-up prices offered by the bidder shall include all current taxes and fees (except the PERC fee) to achieve the total mark-up cost per gallon offered by the bidder. This value shall be added to the index price posted for the date of delivery to achieve the total price per gallon for the product delivered. OFFER: Vendor hereby offers to furnish to State of New Hampshire agencies and institutions and to any political sub-division and authorized non-profit organization wishing to participate, in accordance with all of the requirements of this bid invitation at the following prices for the entire contract term and any extension. Please see Attachment 1: Vendor Offer Sheet for offer section. Quotes in lieu of a completed offer sheet will not be accepted. Additionally, Vendor shall provide pricing below for State temporary locations: Department Location Contact Person and Telephone Physical Address Remit Address Tank Quantity Tank Size (Gallons) Estimated Annual Usage (Gallons) Tank Supplied By Fixed Price/Gallon (Excludes PERC Fee) Varies Varies Varies Varies Varies Varies Varies 1,000 Department VENDOR CONTACT INFORMATION: Please provide contact information below for a person knowledgeable of and who can answer questions regarding this bid response. ____________________________________________ ___________________________ __________________________ Contact Person Local Telephone Number Toll Free Telephone Number ___________________________________________ _______________________________________________________ E-mail Address Company Website __________________________________________ _______________________________________________________ Vendor Company Name Vendor Address _______________________________________________________ __________________________________________ _______________________________________________________ Vendor Number DUNS and/or SAM.GOV Number DELIVERY LOCATIONS: Attachment 1: Vendor Offer Sheet contains the current State of New Hampshire agency/institution locations which, if you are awarded a contract, you are expected to service. The State of New Hampshire reserves the right to add locations to this list at the contract prices or to delete locations, as needed. This listing does not include any eligible participants. ATTACHMENTS: The following attachments are an integral part of this bid invitation: Appendix A: Sample Form Number P-37 Attachment 1: Vendor Offer Sheet THE BID OPENING IS OPEN TO THE PUBLIC ONLINE AT THE FOLLOWING: Microsoft Teams meeting Join on your computer, mobile app or room device Click here to join the meeting https://teams.microsoft.com/l/meetup-join/19%3ameeting_OTY5ZmZmNTItNzM0Ni00MzRmLThmZTctNGM0YTE3ZDlkNzM0%40thread.v2/0?context=%7b%22Tid%22%3a%22992deae9-1c4c-42c8-a310-5088af55ba74%22%2c%22Oid%22%3a%22463a14e4-a708-45d4-849b-9337540f32be%22%7d Page 13 of 16 Contractor Initials___________ Date___________ Meeting ID: 290 672 970 513 Passcode: 2Wj4UD Download Teams | Join on the web Join with a video conferencing device nhgov@m.webex.com Video Conference ID: 113 025 221 7 Alternate VTC instructions Or call in (audio only) +1 603-931-4944,,384723982# United States, Concord Phone Conference ID: 384 723 982# Find a local number | Reset PIN Learn More | Meeting options https://www.microsoft.com/en-us/microsoft-teams/download-app https://www.microsoft.com/microsoft-teams/join-a-meeting https://www.webex.com/msteams?confid=1130252217&tenantkey=nhgov&domain=m.webex.com tel:+16039314944,,384723982#%20 https://dialin.teams.microsoft.com/f7a647af-ea74-46b0-81b7-19cbfe838a27?id=384723982 https://dialin.teams.microsoft.com/usp/pstnconferencing https://aka.ms/JoinTeamsMeeting https://teams.microsoft.com/meetingOptions/?organizerId=463a14e4-a708-45d4-849b-9337540f32be&tenantId=992deae9-1c4c-42c8-a310-5088af55ba74&threadId=19_meeting_OTY5ZmZmNTItNzM0Ni00MzRmLThmZTctNGM0YTE3ZDlkNzM0@thread.v2&messageId=0&language=en-US Page 14 of 16 Contractor Initials___________ Date___________ APPENDIX A SAMPLE FORM TO BE COMPLETED UPON AWARD FORM NUMBER P-37 (version 2/23/2023) AGREEMENT The State of New Hampshire and the Contractor hereby mutually agree as follows: GENERAL PROVISIONS 1. IDENTIFICATION. 1.1 State Agency Name 1.2 State Agency Address 1.3 Contractor Name 1.4 Contractor Address 1.5 Contractor Phone Number 1.6 Account Unit and Class 1.7 Completion Date 1.8 Price Limitation 1.9 Contracting Officer for State Agency 1.10 State Agency Telephone Number 1.11 Contractor Signature Date: 1.12 Name and Title of Contractor Signatory 1.13 State Agency Signature Date: 1.14 Name and Title of State Agency Signatory 1.15 Approval by the N.H. Department of Administration, Division of Personnel (if applicable) By: Director, On: 1.16 Approval by the Attorney General (Form, Substance and Execution) (if applicable) By: On: 1.17 Approval by the Governor and Executive Council (if applicable) G&C Item number: G&C Meeting Date: Notice: This agreement and all of its attachments shall become public upon submission to Governor and Executive Council for approval. Any information that is private, confidential or proprietary must be clearly identified to the agency and agreed to in writing prior to signing the contract. Page 15 of 16 Contractor Initials___________ 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 States 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 Governors 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 Contractors 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 States point of contact pertaining to this Agreement. 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 States 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 States 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. Page 16 of 16 Contractor Initials___________ Date___________ 11. CONTRACTORS 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 States sovereign immunity, which immunity is hereby reserved to the State. This covenant in paragraph 13 shall survive the termination of this Agreement. 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.