I M. \J «W

hA/ppup>fki te

wjrnf'liartmviit of rramporlniion

Victoria F. Sheehan

Commissioner

THE STA TE OF NEW HAMPSHIREDEPARTMENT OF TRANSPORTA TION 4

His Excellency, Governor Christopher T. Sununuand the Honorable Council

State House

Concord, New Hampshire 03301

William Cass, P.E.

Assistant Commissioner

Bureau of Bridge MaintenanceJuly 29, 2020

REQUESTED ACTION

Authorize the Department of Transportation to enter into a contract based on a single bid received withCapitol Alarm Systems Inc., (Vendor 177298) in the amount of $30,000.00 for Inspection, Testing,Service and Repair of Fire Alarm Systems for the five locations within NHDOT Bureau of BridgeMaintenance from the date of Governor and Council approval through June 30, 2023. 38.0% Federalfunds, 6.2% Intra Agency, 2.6% Agency Income and 53.2% Highway funds.

Funds to support this request are available in the following account in State FY 2021, and funding iscontingent upon the availability and continued appropriation of funds in FY 2022 and FY 2023, with theability to adjust encumbrances between State Fiscal Years through the Budget Office if needed andjustified:

04-96-96-960515-3008

Bridge Maintenance024-500225 Contracted Repairs; Machin-Equip

FY 2021

$10,000.00

FY 2022 FY 2023

$10,000.00 $10,000.00

EXPLANATION

This Contract is necessary for the Inspection, Testing, Service and Repair of Fire Alarm System on ourfive (5) covered bridges throughout the State as follows:

Saco River Covered Bridge - ConwayCornish-Windsor Covered Bridge - Cornish NH and Windsor, VTCounty Covered Bridge - Hancock - GreenfieldHoneymoon Covered Bridge-JacksonPlymouth Covered Bridge - Plymouth

The Department advertised the work in the Department of Administrative web page, on June 25, 2020.One sealed bid was opened on July 14,2020. The bid was evaluated by two reviewers independently on

JOHN 0. MORTON BUILDING • 7 HAZEN DRIVE • P.O. BOX 483 • CONCORD. NEW HAMPSHIRE 03302-0483TELEPHONE; 603-271-2171 • FAX; 603-271-7025 • TDD ACCESS; RELAY NH 1-800-735-2964 • INTERNET; WWW.NHDOT.COM

the basis of price, monitoring experience, exterior alarm experience, linear heat detection, wireexperience and years in business.

The contract has been approved by the Attorney General as to form and execution and the Departmenthas certified that the necessary funds are available. Copies of the fully executed contract are on file atthe Secretary of State's office and the Department of Administrative Services Office, and subsequent toGovernor and Council approval will be on file at the Department of Transportation.

Your approval of this resolution is respectfully requested.

Sincerely,

Victoria F. Sheehan

Commissioner

Attachments

FORM NUMBER P-37 (version I2/J1/2019)

Notice: This agrecincnt and all cfits attachincnis shall become public upon submission to Governor andExecutive Council for approval. Any information thai is private, confidctUla! or proprietary mustIx; dearly idcntilicd to the agency and agreed to in writing prior to signing the contract.

AGREEMENT

'Hie State of New Hampshire and the Contractor hereby imiiually agree as follows:

GENERAL PROVISIONS

I.I State Agency Name _ .. 1.2 State Agency Address _ _ . t\f-9-7 DtV, Vcs

i.3 Conira6ANaine

^pi-VoL fVWfM

1.4 Contractor Address _ • .

?OLAd3.Cc7o\^i

2. SERVICES TO BE PERKORMED. TIjc Sinlc of NewHampshire, acling through the agency identified in block I.I("State"), engages contractor identilied in block 1.3("Contractor") to perform, and the Contractor shall perform, thework or sale of goods, or both, idcnlincd and more particularlydescribed in llie attached EXHIBIT B which is incor|X)raledherein by reference ("Sci-viccs").

3. EFFECriVE DATt7COMPLETrON OFSERVICES.3.1 Notwithstanding any provision of this Agreement to thecontrary, and subject to the approval of the Governor andExecutive Council ofthe Stale of New Hampshire, ifapplicable,this Agreement, and all obligations ofthe parties hcreiinder, shallbecome effective on the date the Governor and ExecutiveCouncil approve this Agreement as indicated in block 1.17,unless no such approval is required, in which case the Agreementshall become effective on the date the Agreement is signed bythe State Agency as shown in block 1.13 ("Effective Date").3.2 If the Contractor commences itic Services prior to ilic

- Effective Date; all-Services pcrformed-hy the Contractor prior tothe Effective Date sliall be performed at the sole risk of theContractor, and in the event that this Agreement docs not Ixcomecricciivc, the Slate shall have no liability to the Contrnclor,including wilhoul limitation, any oblioaiinu to pay theConli-actor for any costs incurred or Services performed.Contractor must complete all Services by the Completion Datespecified in block 1.7.

d. CONDITIONAl. NATHRr OK AOREENILNI .

Notwithstanding any provision of this Agrcctncnt to thecontrary, all obligations of ihc-Staic-iliercimdcry-including,without limitation, the conlintiancc.of |xtynicnis hereimdcr. arccontingent upon the availability and continued appropriation offunds alTccicd by any state or federal legi.s[alive or executiveaction that reduces, eliminates or otherwise modifies theappropriation or availability of funding for this Agreement andthe Scojje for Services |)rovidcd in EXHIBIT B, in whole or inpart. In no event shall the State be liable for any paymentshereundcr in excess of such available appropriated funds. In theevent of a reduction or lei niination of appropriated funds, theState nhall hnvo the right to withhold payment until such fundsbecome .iv.^il.^blc, if cvOi, iiiul Uiiiil hii\'c the light to reduce orterminate (he Services under this Agreement immediately upongiving tlic Cimtracior notice of such reduction or lorminaiion.'ITiC State sluilt nut be ici|iiiicd lu Iraiisfcr funds from any otheraccount or source to the Account identified in block 1.6 in the

event funds in that Account arc reduced or unavailable.

5. CONTRaCI" PRICE/l'RiCE LIMI I ATION/

I'AYiM KNT.

5.1 The contract price, method of payment, and terms of paymcnlarc identified and more pnniciiiarly dcscrilx^d in l-.XMIBIT (.*which is incorporaied herein by reference.5.2 The payment by liic .Sinieof the coniraci pi ice .shall lie theonly and the complete rcimbiirsemeni to the Contractor for allexpen.scs, of whatever naiuro inclined by the C«imiacior in ihcperfoi'mance hereof, aiul shall be the only and iho eoin[)icie

compensation to the Coniractor for the Services, fhc Stale shallhave no liability to the Contractor other than the contract price.5.3 'Hie Stale rcser\ts the rigltl to onset from any amountsotherwise payable to the Contractor under (his Agreement thoseliquidated ainoiint.s required or permitted by N.H. RSA 80:7through RSA 80:7-c or any other provision of law.5.4 Notwithstanding any provision in this Agreement to theco.nirary, and notwithstanding unexpected circumstances, in noevent shall llictoial ofall payments authorized, or actually madehereundcr, exceed the Price Limitation set forth in block 1.8.

6. COMPLIANCE BV CONTRACTOR \\'ITH LANN'S

AND REGULATIONS/ EQUAL EiMPLOYiMENTOPPORTUNITY.

6.1 In connection with the performance of the Services, theContractor shall comply with all applicable statutes, laws,regulations, and orders of federal, slate, county or municipalauthorities whicli Impose any obligation or duty upon theContractor, including, but not limited to. civil rights and equal

■ cmplo)nicnt oppoi1unily"law.s: "hi"addition, ifihis'Agrcernenfisfunded in any part by monies ofthe United States, the Contractorshall comply with all federal executive orders, rules, regulationsand slntutcs, and with any rules, regulations and guidelines as theState or the United Slates issue to implement these rcguLilions.Tlic Contractor shall also comply with all applicable intellectualproperty laws.6.2 During the term of (hi.s Agreement, flic Conlraeliv shall notdiscriminate against employees or applicants for cmployiicntlyicause of race, color, religion, creeft, age. rex, hnndic.ip, ce.xuniorientation, oi- national origin and will take afllmiaiivc action toprevent such discrimination.

6.3. 'Ihe Coniractor agrees to permit the State or United Statesaccess to any of the Contractor's book.s, records and accounts forthe purpose of'asccrtaining compliance with all rules, regulationsand orders, and the covenants, terms and conditions of thisAgreement.

7. PERSONNEL.

7.1 The Contractor shall at its own expense provide all personnelnecessary to perform the Services. Tlic Contractor warrants thatall ]>crsonncl engaged m ilic Scivi^cb lie (.juiiblicd toperform ihc Services, and sliall be |>iopcily licenicd aiuiotherwise auihorizcd to do so under all applicable laws,7.2 Unlcs.s oihcrwj.sc authorized in writing, during the term ofiliis Agieciiicnl, anil for a pci'ioci of six (6) months alter ihcComplciion Dale in block 1.7, the Contractor shall not hire, andsliall not permit any subcontractor or other person, fiini orcorporation with whom it is engaged in a combined ctToit toperform (ho .Ser vices loliirc, any person who is a State eni|)loyccor oHlciai, who is materially involved in the jirociiremcni..idniinistralion or performance of tiiis Agreement. Thisprovision shall survive Icrniinalion of this Agreement.7.3 Tlic C?oMiiHciing Oniccr S|)ecified in block 1.9. or hi.s or licrsuccessor, shall be ihc Stale's rcpicscntaiivo. In the cveni of'anvdispute concerning the interpretation of ibis Agreemeiil. the('oMiiactinu Ofilecr'.s decision shall be final ("or the State.

Pa-c 2 of 4

Conirticlof Initials

l);ilc

8. EVENT OF DEFAULT/REMEDIES.

8.1 Any one or more of Jlie following acts or omissions of theCon tractor sliall constitute an event ordcfauli hcreundcr ("Eventof Default"):

8.1.1 failure to pcrfonu the Services satisfactorily or onschedule;

8.1.2 failure to submit any report required hcrcunder; and/or8.1.3 failure to perform any other covenant, term or condition ofthis Agreement.8.2 Upon the occurrence of any Event of Default, the Slate ihaytake any one, or more, or all, of the following actions:8.2.1 give the Contractor a written notice specifying the Event ofDefault and requiring it to be remedied within, in ilic absence ofa greater or lesser specification ofllme, thirty (30) days from tliedale of the notice; and if the Event of Default is not timely cured,tcmiitiate this Agreement, cfTcctive two (2) days afler giving theContractor notice of" termination;

8.2.2 give the Contractor a wriltcn notice specifying the Event of- Defaiilt-nnd--suspcnding-nll-pa>'nicnis-tO"bc-madc-underMhis

Agreement and ordering (hat the portion of the contract pricewhich wniilH rtlhwwisr. arrrnr. i.o the Contractor during the

|X5riod from the dale of such notice until such lime as the Statedetermines that the Contractor has cjired the Event of Default

shall never be pniii to the Contractor;8.2.3 give the Contractor a wiiticn notice specifying the Event ofDefault and set of!"" against any other obligations the Slate mayowe to the Contractor any damages the Slate sulTcrs by reason ofany Event of Default; nnd/or8.2.4 give the Contractor a wxitlcn notice specifying the Event ofDefault, neat the Agreement as breached, terminate theAgreement and pursue any of its icmedies at law or in equity, orboth.

8.3. No failure by the State to enforce any provision.s hcroofaflcrany Event ofl^cfault sliall be deemed n waiver of its rights withregard to that Event of Default, or any subsequent Event ofDefault. No express failure to enforce any Event of Dcfanll shallbe deemed a-waiver oft he right of the Slate to enforce each andall of the provisions hereof upon any furllier or other Event ofDefault on (he pnii of the Coniractor.

y. rEKMINATION.

9.1 Notwithstattding paragraph 8, the Stale may, at its solodiscreticMi, (crmiiiiiic the Agreement for nny reason, in whole orin prt. by thirty (.10) days wxitlcn notice to tlic Contractoc thatthe Stale is e.xcrcising its option to terminate ilic Agreement.9.2 In the event of an early lerminalion of this Agrecineni forany reason other ilian ilic completion of iIjc Services, theConiincior .shall, at ihc State's di.scrclion, dclivei' to the

Conii-acling OOiccr, not later than fifieen (15) daj-s afier the dateof lerminalion. a roptHi (•'rerminalitm Kcpoil") describing indciail all Services i)crfui-med. and the coniraci price earned, loand includiiu', llic date of (ermiualiuii. The form, subject nialter,contcni. and number of copies t»f the Termination Report shallIx idcniic.il loitioseol'any l-'inal Kcpori described in the attachedl;XMI|}iT 13. In addition, ai the Stale's diseieiion, the Contractorshall, within 15 d.iys ofnolicc of early lerminalion, develop and

submit to ibc Stale a Transition Plan for services under the

Agreement.

10. DATA/ACCESS/CONFIDENTIALITV/

PRESERVATION.

10.1 As used in this Agreement, the word "data" shall mean allinformation mid things developed or oblained during theperformance cf, or acquired or developed by reason of, thisAgreement, including, but not limited to, all studies, reports,files, formulae, surve3's, maps, charts, sound recordings, videorecordings, pictorial reproductions, drawings, analyses, graphicrepresentations, computer programs, computer printouts, notes,letters, memoranda, papers, and documents, all whetherfinished or unfinished.

10.2 All data and any propcily which has been received fromthe State or purchased with funds provided for that purposeunder this Agreement, shall be (he property of the Stale, andshall be returned lo the Slate upon demand or upon terminationof this Agreement for any reason.

"■|0:3'Conndcntiality of"data*shall be govcrncd by N:H:-RSA-chapter 91-A or other existing law. Disclosure of data requiresprior wxilten approval nfiho. Riaie

11. C:ONTRACrOR'.S RELATION TO Ti IE S TATE. In theperformance of this Agreement the Contractor is in all respectsan indepeiulcnt contractor, and is neither an agent nor anemployee of the Stale. Neither the Contractor nor any of itsofficers, employees, agents or members shall have authority tobitid llic State or receive any benefits, workers' compensation orother emoluments provided by the State to its employees.

12. ASSICNMENT/DELECATION/SUBCGNTRACrS.12.1 'Hie Contractor shall not assign, or otherwise transfer anyinterest in this Agreement without the prior wriltcn notice, whichshall be provided to the Slate at least fi fieen (15) days prior tothe assignmcni, and a wxiitcn consent of the State. For purposesof this paragraph, a Change of Control shall constituteassignment. "Change of Control" means (a) merger,consolidaticHi, or a transaction or series of related transactions inwhich a third jjarly, together with its aniiiatcs, becomes thedirect or indirect owner of filly percent (50%) or more of thevoting shares or similar equity interests, or combined votingpower of the Contractor. or(b) the sale of all cm- substantially allof the assets of the Coniractor.12.2 None of Ihc Services shall I* sulKontracled by theContractor without prior \sxitten notice and consent ofthe Stale.Tlic Stale is cmiilcd to copies of all subcontmcis and assignmentagreements and shall not be bound by any provisions containedin a subcontraei or an assignment agreement to which it is not aparty.

13. I NDF.iM Nil'! CATION. Unless otherwise exempted by law,the Ciontnictoi' .shall indemnify and iiokl h.armlcss the State, itsofliccrs and employees, from and against any ;ind all claims,li.ibilitic.s and costs for any personal injiii y or properly damages,patent or copj'i ighi iiifi iiigenient, or othci claims asserted againsilite State, its oflieers or employcc.s. which arise out of (or wliichmay be citiiined to arise out of) the acts or omission t«l' the

i':igc3tir4C^inirncitu" Inliinis (j

Coniracior, or subcontMClors, including but not limited to thenegligence, reckless or intentional conduct. The Slate shall notbe liable for any costs incurred by the Contractor arising underthis paragraph 13. Notwithstanding the foregoing, nothing hereincontained shall be deemed to constitute a waiver of the sovereigniminiinily ofthc State, wliicli Immunity is hereby reserved to theState, litis covenant in paragraph 13 sliall survive thetermination of this Agreement.

14. INSURANCE.

14.1 lite Contractor sliall, at its sole c.vpense, obtain andcontinuously maintain in force, and shall require anysubcontractor or assignee to obtain and maintain in force, thefollowing insurance;14.1.1 commercial general liability insurance against all claimsof bodily injury, death or property damage, in amounts of notless than $1,000,000 per occurrence and $2,000,000 aggregateor c.xccss; and14.1.2 special cause of loss coverage form covering all propertysubject to'subparagraph"10.2 herein, in an amount not less than80% of the whole replacement value of the property.14.2 The policies described in subparagraph 14.1 herein shall beon policy forms and endojscinunls approved for use in the Stateof Now I-lampsliirc by the N.H. Departmetu of Insurance, andissiK'il by instirnr*; lircnsrd in the Stale nfNew Hampshire.14.3 13)c COtilluctui blidll ftiinisii (0 the Cuiiliiiclnig OfTicciidentified in block 1.9. or his or her successor, a ccrtificatc(.s) ofinsurance for all insurance required under (his Agreement.Contractor shall also furnisli to the Contracting Ofllcer identifiedin block 1.9, or his or her successor, certilicate(.s) of insurancefor all rcnc.wal(s) of insurance required under this Agreemenl nolater than ten (10) days prior to the o.vpiraiion date of eachinsurance policy. The ccrlificalc(s) of insurance and anyrenewals thereofsltall Ik attached and arc incorporated herein byreference.

!5. \VORKERS' COMPENSATION.I.'i.l By signing this agreement, ilio Contractor agrees, certifiesand warrants tltal the Contractor is in compliance with or c.xcmptfrom, the requiremcnis of N.H. KSA chapter 281 -A ("H^oiken 'Coinpcnscnion ").15.2 To the extent the Contractor is subject to the requirementsof N.H. RSA chapter 281-A, Contractor shall maintain, andrequire any subcontractor oi' assignee to secure and maintain,payment of Workcr.s' Compensation in connection withactivities \s*liich the person proposes to undertake ptirstiant to thisAgreement. The Coniniclor shall fiirnisli tlicContractingOfTiceridentified in block 1.9, or his orlicr successor, proof of Workers'Compensation in the manner descrilxtd in N.H. K.SA chapter281-A and any applicable rcnewal(.s) thereof, wliich shall Ix;aliachod ami arc incorporated herein by reference. The Stateshall not be responsible for payment of any Workers"Compensation premiums tv for any odicr claim or benefit forContractor, or any subconiracior or enij^loyec of Coniiacior.which might arise under applicable State of New HampshireWorkers* Compensation laws in connection with theiKiforniancc ofthc Sciviees umler this Agreement.

16. NO TICE. Any notice by a party hereto to the other partyshall be deemed to have been duly delivered or given at the timeofmailingby ccriificd mail, postage prepaid, in a United StatesPost OfTicc addressed to the |xtrlics at the addresses given inblocks 1.2 and 1.4, herein.

17. AMENDiMENT. Tliic Agreement may be amended, u-aivcdor discharged only by an instrument in writing signed by theparties hereto and only afler approval of such amendment,waiver or discharge by the Governor and Executive Council ofthe State of New Hampshire unless no such approval is requiredunder the circumstances pursuant to State law, rule or policy.

J8. CHOICE OF LAW AND FORUM. Tliis Agreement shallbe governed, interpreted and construed in accordance with thelaws of the State of New Hampshire, and is binding upon andinures to the benefit of the parlies and their respective successorsand assigns. Tlic wording used in this Agreement is the wordingchoscn by the paiiics io"cxpre.ss their mulual intent; and no i-ule •of construction shall be applied against or in favor of any parly.Any actions arising out of this Agreement shall be brought andmaintained in New Hampshire Superior Court wiiich shall haveexclusive jurisdiction thereof

19. CONFLICTING TERMS. In the event of a confliclbetween the terms of this P-37 form (as modified in EXHIBITA) nnd./or attachm''ni$ and nnienrlmenl (hercrif, (he lernK of theP-37 (as ittodificd in EXHIBI'I' A) shall control.

2(\. THIRD PARTIF.S. The parties hereto do not intend tobenefit any third parlies and this Agreement shall not beconstrued to confer any such benefit.

21. HEADINGS. Tiic headings throughout the Agicement arefor reference purposes only, and the words contained thereinshall in no way be held to explain, modify, amplify or aid in theinterpretation, construction or meaning of the provisions of thisAgreement.

22. SPEClAl^ PROVISIONS. Additional or modifyingprovisions set fortlt in thealtached EXHIUri* A arc incorporatedherein by reference.

23. SEVER ABILITY'. In the event any of the provisions of thisAgreement are held by a court of com|)cicnt jurisdiction to Ikcontrary to any state or federal law, the remaining provisions ofthis Agreement will remain in full force and cffocl.

24. ENI IRIC AGIH-;EM ENT. This Agreement, which may Ikexecuted in a number of coitnicrparts. each of which shall bedeemed an original, conslllulcs llie entire agreement andunderstanding iKiwecn the parties, and supersedes all prioragrcctncms ami jitukr.siandings with respcci to the subject matterhereof.

I'jtiiC 4 or4Cotiltaclttf lullials-

Dalc

\.-

liiSpccCion, Testing, Scn icc, and Repair l-'irc Alarm Systems

MONITORING, INSPECTION. TESTING. AND SEIWCE RATES

The CONTRACTOR agrees lo provide tlie nionltoring scn-iccs for ail five listed locationsinclusive of all costs for a yearly rate of:

Monitoring Services per year;1,680.00 )

\ , Y

•' 2. The CONT RAG TOR agrees to provide the inspection, testing, and sendee at each of the five listedlocations iticlnsivc of all costs for yearly rales as follows:

SAGO RIVER COVERED BRIDGE. CONWAY. NH

r.r336-00

/ CORNISH-WINDSOR CQVERRD DRIDGE. CORNISH. NH AND WINDSOR. VT

f$ 336.00 ^

; )'•' \/ COUNTY COVCRIZD nRIDCn. HANCOCK ORERNFIELD. NH

/

/HONEYMOON COVERED BKlUUli, JACKSON. NH

' PLYMOUTH COVERED BRIDGE. PLYMOUTH. NH

33G.OO ^

336.00(S 1

336.00 ^

3. The CONTRAC'iOR agrees to provide Labor Per l-lour l-or Repairs/Modifications as follows:("hours are csfinia/eflfor hid basis only, aciual hoars will he inwiced).

S/hoitrx 60-'^ hoiii-s == )

-C'"

yt- •/p. 'i.y0 v

d.V.y| total per year (sum of the above)Eight Thousand One Hundred Sixty Dollars ^,^$8,160.00

-N ? I-.xhibil C 2 nr2 (

•ni.'-iri - .'M.iir.i Sj :.iviii.sM'V XU21 OuvcioJ Miiiiju' Al;iii;i ('

InsiKclion, Testing. Scn'icc, and Repair of i'irc Alarm Sy.slcms

EXHIBIT "A" - SPECIAL PKOVISIONS

1. Upon agreemenl of both parties addilionai equipnicnl and/or oilier facilities belongingto the Department of Transportation may be added to the contract.

2. The State ofNcw Hampshire reserves the right to remove one or more locations fromthe project at the price quoted in the bid with the remaining locations serviced at theindividually quoted prices.

3. Any failure of Ihe contractor to meet the requirements of this contract shall const'.tiitcan event of default and provide justification for the contracting agency to immediatelyterminate the contract.

4. Bidders need to have relevant alarm inspection, testing, and service related workexperience for a minimum of 5 years and need to provide rcfcrcnce.s for that work.

5. This contract requires performing duties in potentially adverse working environments,which may include exposure to all types of weather and work at heights.

6. All work shall be conducted so as to interfere as little as possible with the Departmentof fransportalion business and to limit inconvenience to the traveling public. Exceptfor emergencies, the work shall occur during normal Dcparttncnt working hours 7:00am to 3:30 pm on non-weekend, non-holiday dates unless otherwise approved by theOcparimcnl.

7. The Bureau of Bridge Maintenance operates in accordance with the Department olTransportation's Environmental Holic)', which seeks to minimize or eliminate negativeimpacts to the environment. The contractor shall conduct their work in a mannerconsistent with this policy.

8. The contractor shall conduct his work activities in a safe manner so as to protect

Bureau of Bridge Maintenance personnel as well as the public. The contractor, at theirown expense, shall furnish .safety devices and take other precautions wheneverrequired to protect life and pro|)crty.

9. This form contract (Form P-37, attached), shall be completed by incorporating theservice requirements and price conditions established by the contractor's proposal andshall he promptly execiitcci-by the successful bidder and the Slate of New Hampshirefollowing iioiificalton of award. This contract form shall be part of all proposals andmay not be omitted, waived, or modified.

10. The Coniiactor acknowledges and agrees that this Agreement was entered intofollowing tiie coronaviius di.seasc 2019 (CC)VID-19) outbreak. Ihe C.ontractor agreesthai to the cxicnl the C0VII)-I9" outbreak, or any lederal, state or local orders.

j-'xhibil A I ol 2 c.vmr.u-t.ii s IminiK

o«.7('...hkk'! • Alntni SvMniiV.I V .?U.> I 1 < Uii

^ lnsjwciioii, Tcsling. Service, fliid Rcpnir of f'irc Alarm Systems

I regulations, rules, rc.slrictions, or emergency declarations relating to C0VID-i9,disrupt, delay, or othenvise impact the Scope of Services to be performed by theContractor as set forth in EXHIBIT B of this Agreement, any such disruption, delay, orother impact was foreseeable at the lime this Agreement was entered into by the

j Parties and does not excuse the Contractor's performance under this Agreement. TheI Contractor agrees that any such impact, including any disruption to supply chains,

workforce reductions, delays or interruptions in peiformance, or other effects onbusinesses, arc not the fault of the State and the Contractor may not seek damagesagainst the Stale for any such impacts.

If the Contractor experiences or anticipates any such COVID-19-relatcd impacts to thisAgreement, the Contractor shall immediately notify (he Contracting OfTicer. In theevent of any COVID-19-relaicd impact or anticipated impact to this Agreement, theContracting QITlccr shall have the right to temporarily modify, substitute, or decreasethe Services, without the approval of the Governor and Executive Council, upongiving written notice to the Contractor. The State's right to modify includes, but is not

--- -- limited'io'the right to'modifyse'rvtee" priorities;"inc!udiiig'ho\v"and'Wjvcn~Sci'\'ices' aredelivered, nnd expenditure requirements under this Agreement so os to ochievocompliance therewith, provided such modifications arc within the Scope of Servicesand cost limitations of this Agreement. By exercising any of the rights described withinthis subsection, the Stale docs not waive any of its right under this Agreement.

In the event that a modification by the Stale under this subsection would result in areduction of Services that cannot be supplemented during the remaining term of thisAgreement with cither replacement or subsiilulcd services of sub.slanlially similarvalue, the Parties shall submit an amendment to this Agreement with a commensuratereduction in the price. In order to facilitate reconciliation ofservices performed underliiis Agreement, the Contractor shall submit weekly reports detailing the following forany service not fully performed pursuant to the terms of the Agreement:

I

1) The services required to be performed under the terms of this Agreement aswritten;

2) The services actually performed;3) Any replacement or substituted services pcrfonncd with reference to the

associated unperformed conlractcd .scrvice.s.

|-!\hibii A 2 oI"2 ,(3).S "•.( ■ Ahinti Sysio.nsM ,^(1? I AiiJiiusMliJiliiifiM aIiiMi A S|vci;il

l)( M "

EXHIBIT "JB"-SCOPE OF SERVICES

GENERAL DESCRIPTION: The DEPARTMENT seeks lo engage a CONTRACTOR for ihepurpose of providing annual inspections, maintenance, modincalions, and repair of fire alarmdetection and communication systems at the following five sites:

I. SACO RIVER COVERED BRIDGE. CONWAV. NH

Location: One-quarter mile north of Nil Route 16 on East Side Road in Conway Village. Thebridge spans the Saco River.Sfruclui al Characteristics: The bridge is 224' 9" long with clear spans of 103' 4" and 95' 4". Ithas an overall width of 30' 4" with a roadway width of 18' 3" and a maximum vertical clearance of13' 7".

■ 2. -eGRNIShNWlNDS0R-C0VERED-BRIDGE: CORNISH: NI-rA'ND"WINDS0R7VBRM0NT"

Location: West of NH Route I2A, five miles south of PlainHckl Village on Cornish Toll BridgeRoad. This bridge spans the Connecticut River connecting the towns of Cornish, New Hampshireand Windsor, Vermont.

Stniclural Cliaractcnstics: The bridge is 449' 5" long and consists of two spans of 204' 0". Ithas an overall width of 24' 0", a roadway width of 19' 6" and a maximum veilical clearance of 12'9".

3. COUNTY COVERED BRIDGE. HANCOCK-GREENFIELD. NH

Location: One mile cast of U.S. Route 202, three and one-half miles'west of Green field on the

Hancock-Grecnileid (Porcst) Road, it spans the Conioocook River between Hancock andGreenfield.

StructJiral Ciiaracleristics: Tlic bridge is 86' 6" long with a clear span of 81' 6". it has an overallwidth of 27' 1" and a roadway width of 20' 0" with a maximum vertical clearance of 13' 9".

4. HONEYMOON COVERED BRIDGE. .lACKSON. NH

Location: At the intersection of NH Route 16 and I6A on Village Street in .lackson Villagespanning the Ellis River.Strnctiirnl CharaclcrisUcs: The bridge is 121' 1" long with a clear span of 103'0". It has anoverall width of 26' 5" with a roadway width of 16' 0" and a maximum vertical clearance of 12' 3".

5. PLYN40UTII COVERED BRIDGE. PLYMOUfH. Ni l

Location: On Smith Bridge Road over Baker RiverSli'uct urn I Chai'actc'i'istics: The bridge l.s 176" long with a clear span of 103' 0". It lias an overall

widili of26' 5" with :i roadway width of 16' 0 " and a inaxiinum vertieal clearance of 12' 3".

i.nii:iK

lixhihii B - 1 of 3

SCOPE OF SERVICES:

Provide all labor, malcrinis, equipmcnl and iransportation necessary lo perforni Annual inspeciions,Testing, Monitoring and repair/niodiflcalions at eaeh site in accordance,with (he National FireProtection Agency's (NFPA) standards 70-National Electric Code, 70B - Recommended Practicefor Electrical Equipment Maintenance, 72 - National Fire Alarm and Signaling Code and also includemanufacturer's recommendations for line type heat detection systems.

1. Monitoring:

Alarm monitoring shall consist of 24/7/365 monitoring and dispatching services.

2. Inspection. Testing, and Service:

The following will also be conducted during each annual inspection:a) Check electrical wiring for grounds and shorts

■ b)~Chcck bauery and chargerc) Check alarm devicesd) Check digital meter to ensure accurate length of zonesc) Visual inspection Protcctowire linear heat detectorf) Shoil out end ofline zone box(es)g) Cause alarm and verify.

Results olThe above inspections and recommendations pertaining thereto shall be forwarded, inwriting, within ten (10) days to the Department of Transportation, Bureau of Bridge Maintenance,7 Hazcn Drive, P.O. Box 483, Concord, NH 03302-0483.

• Rcpairs/Modiileations:

Promptly perform any repairs or fcplaecmcnt of defective parts found required at said locationsupon authorization from the Administrator, Bureau of Bridge Maintenance, State of NewHampshire. Parts necessary for repairs, which do not exceed $1,000.00 per bridge are authorizedwithout written approval. Parts necessary for repair, which exceed $ 1,000.00 per repair, requirewritten approval from the Administrator, Bureau of Bridge Maintenance.

Upon authorization from the Administrator, Bureau of Bridge Maintenance, Stale of NewHampshire, perform upgrades or mudificntions lo improve alarm system performance orreliability.

Repairs/modifications shall be made using parts that meet or exceed the original manufacturer'srequirements.

2. Fmcracncv Kcnair.s:

Perform emergency repairs lo the alarm systems at the locations .stated on a 24-hoiir, 7-d:iy a weekbasis as ordered by ihe Adniinistralor. Bureau of Bridge Maintenance. In case of an answering

9)

Exhibit B - 2 of .5

machine, conlraclor musl leturn cail lo (he agency wilhin (2) two hours.

Upon notiflcalion of a deficiency, the contractor will respond to the site wilhin (12) twelve hoursand complete the repairs wilhin (48) forty-eight hours of nolification.

Pails necessary for repairs, which do not exceed $1,000.00 per bridge are authorized withoutwritten approval. Parts necessary for repair, which exceed $1,000.00 per repair, require writtenapproval from the Administrator, Bureau of Bridge Maintenance.

Should the contractor be unable to complete the repair within the 48 hour time period, (hecontractor must rcqucsi/nolify in writing, the Administrator, Bureau of Bridge, Bureau of BridgeMaintenance.

Examples of valid reasons arc:

a) Parts unavailable with explanation whyb)~Rcpair-is'ongoing"andTcquircs'additional"rimc to'complctc "

c) Parts exceed $1,000.00 and appropriate Dept. of Transportation personnel wereunavailable to authorize

d) Written notification must include ail pertinent information regarding the delayed repairwhich include:

• Specified time period until repair can be completed.• Devices affected and how it affects system• Reasons for delay of repair• And any other information to justify the request for non-compliance of the 48 hour

provision.

Cuiili.vixi's Iniiiiif

I ):Ui-

r^xhihil It - 3 ttf .1

Inspection, Testing, Service, mid Repair Tire Alarm Systems

EXJilBIT COMPENSATION

COMPENSATION

In full compcnsaiion for Ihe work peiTormed (inder this agreement, the contractor shall be reimbursed asfollows:

1. MonitoiinK Alarm Systems:

Monitoring alarm systems shall be paid at the combined (for all five locations) yearly rale shown onthe rate sheet (Exhibit C - 2 of 2). This rate shall be all inclusive (equipment, labor, overhead, profit,expenses, etc) for monitoring the alarm systems at the five locations and communicating as requiredwith fire dcpaiTmeni, police depniTment, or Bridge Maintenance personnel.

2. Inspection. Testing, and Service:

_ an^d servicing shall be paid at the individual rate fpLpach locafipnjliown_on the rate sheet (Exhibit C - 2 of 2). This rate shall be all inclusive (equipment, labor, overhead,profit, travel time, mileage, expenses, etc) necessary for inspecting, testing, and servicing the alarmsystems at each of the locations.

3. Repairs/Modifications:

Labor will be reimbursed based on the hours worked on-sitc at the hourly rates listed on the ratesheet (Exhibit 13-2 of 2). The rale shall be a total rate including health and welfare benefits, taxes,insurances, retirement, union benefits, overhead, and profit. Only itcmixcd invoices showing eachemployee who worked with hour details will be paid. Travel to localions will be reimbursed at laborhourly rnics above plus mileage using the applicable the IRS standard mileage rale.

Materials will be paid for at actual cost, including transportation charges paid, to which 15 percentmay be added. Only itemi^icd invoices showing a breakdown for parts and costs will be paid. Actualhours of equipment used for repairs or modifications shall be charged at rales established in the latestedition of the "Rental Kale Blue Book for Consuuclion Equipment" published by Dalaquesl, Inc.

Repairs/Modifications that are instiiulcci during the inspection, testing, and servicing visit will onlybe rcimbur.sed for the aciclitional lime at the labor hourly rate plus material costs.

4. Emcrgcncv l^cpairs:

Emergency work during normal business hours will be rcimbunscd as' indicated forRepairs/Modificalions. Labor for work outside regular hours will be reimbursed at a ma.ximum of I-1/2 times the listed hourly labor rale (this inc)udc.s, nights weekends, and holiday.s). This rale shallinclude all costs including labor.

TIME AND ME I HOI) Ol- PAYMEN T

Payment will be made within iliirly (30) days from the dale of receipt of invoice. Invoices shall berendered as work is completed, or monthly.

The ma.simum contract amouni is ."^.^O^OOO or ."}i 10.000 per fiscal year. Exact contract amount cannot be

dclcrmincd hut will he ha.scd on the actual contract usage.

I'.Xhlhll C I Oi 2

, "»■i.*::' "•( \iiiIi;k'| • .-\l;iiiii S\>lcinsVt-Y 202 I •2".^.> (' owivil Uiiilj;o ( /

Alarm Systems'Alarming Qualily...For Your Proieclion'

Ciipitof Alarm Systems, inc.

Corpo/atfj Oftice:

37 Wasliingioti StreetPenacook. NH 03303

Phone; 603. 753. 4044

Pax; 603. 753. 4144

ivww.capitolalsr nis.com

Othor /.oc«f/o/is.-

Newport, NH

Hampton. NH

Lancaster. NH

mall^apitolalHrnis.com

Cornorn(c Kcsolufioii

1, Kiniberiy R. Laro, hereby ccrlify thai I am duly eiecled Secretary of Capitol

Alarm Systems, Inc. I hereby certify the following is a true copy of a vole taken at

a meeting of the Board of Directors/shareholders, duly called and held on July 23, 2020

at which a quorum of the Dircctors/siiareholders were present and voting.

VOTED: That Roger G. Lnro, Jr., Prc.sidcnl arc duly authori/.cd to enter

into conlracls or agreements on behalf of Capitol Alann Systems, Inc. with the

State of New l lampshire and any ol its agencies or departments and fujUicr is

authorized to execute any documenl.s which may in his/hcrjudgment be

desirable or necessary to effect the purpose of this vote.

I licrcby certify that said vote has not been amended or repealed and remains in full

force and effect as of the date of the contract to which this certificate is attached. I further

certify that it is understood that the State of New Hampshire will rely on this certillcate as

evidence that the pcrson(s} listed above currently occupy the position(s) indicated and that

they have full authority to bind the corporation. To the extent that there are any limits on the

authority of any listed individual to bind the corporation in contracts with the State of New

Hampshire, all such limitations are expressly stated herein.

0ATI!0: 7 />7;/ AT I I^ \/K|mbcny O..nro, Corporate Sccroiarv

lUBPAA

NFf'A"fJAI-KI.}

VP"

Inspection. Testing, Service, and Repair of Covered Bridge Alarm SystemsNHDOT Bureau of Bridge MaintenanceBid Opening 7/14/2020

Contract includes as-needed, on-call houHy rate services for a total contract amountestimated at $10,000 per fiscal vear x 3 fiscal years = $30,000

Price (60 points)Monitoring

Inspection

Repairs (estimated)

Capitol Alarm

Systems, Inc

$1,680.00

$1,680.00

$4,800.00

$8,160.00 $0.00 $0.00

Total Points

Qualifications (40 points maximum)Years in business

Protecto-wirc Experience

Covered Bridge/Exterior ExperienceMonitoring Experience

60.0 #DIV/Ol

(Average Values • 2 Reviewers)5.0

12.5

12.S

3.0

Total Points33.0 0.0

Price-t-Qualifications 93.0ffOIV/OI

Price - 60 points max

Points = 60 X (Min Bid price/Firm's Bid price)

Qualifications-40 points max

Years in buiness - $ points max (> IS yea.s - 5 points, 10 15 years - 4 points. 3-10 years - 2 pomiProtecto-wire experience - 15 points max (Excellent 10-15 points. Good 5-10 points. Fair/PoorCuvc.ed Dridge/Extcrior Experience -15 points max (Excellent 10-15 points, Good 5-10 points,Monitoring ■ 5 points max (In-house monitoring 4-5 points, large number with outside subcontr

Qualificolions will be ranked relatively between firms based on the information provided with the bid

State of New Hampshire

Department of State

CERTIFICATE

i, William M. Gardner, Secretary of Stale of the Stale of New Hampshire, do hereby ccnify thai CAPITOL ALARM SYSTEMS.

INC. is a New Hampshire Profit Corporation registered to transact business in New Hampshire on December 03, 1987. 1 further

ccnify that oil fees and documents required by the Secretary of State's office hove been received and is in good standing as far as

this office is concerned.

Business ID; 121636

Certificate Number: 0004963941

yfia.

IN TESTIMONY WHEREOF.

1 hereto set my hand and cause to be aill.tcd

the Seal of the State of New Hampshire,

this 23rd day of July A.D. 2020.

William M. Gardner

Secretary of Stale

CERTIFICATE OF LIABILITY INSURANCEDATE (HUAIDOrmV)

7/23/2020

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THISCERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POUCIESBELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZEDREPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT; If the cortlficalo holder Is an ADDITIONAL INSURED, the policy(lo$) must have ADDITIONAL INSURED provisions or be endorsed.If SUBROGATION IS WAIVED, subject to the terms and conditions Of the policy, certain pollclos may require an endorsement. A statement onthis certificate does not confer rights to the certificate hotdor In llou of such ondorsomcntfs).

PROOUCER

Davis & Towlo Morrill & Evorott, Inc.115 Airport RoadConcord, NH 03301

Yvctte Fanaras

(603) 715-9741 I wc.no):(603) 225-7935yfanaras@davlstowlc.com

IMSURrRISlAFFOROtMO COVERAGE NAICA

INSURER A ;Llovds of Londoo

INSURED

Capitol Alarm Systems, Inc.37 Washington StreetPenacook, NH 03303

INSURER R;Acadia Insurance Comoanv 31325

INSURERC:

INSIIRFRD: |

INSURERC:

INSURER F:

COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:

THIS IS TO CERTIFY THAT THE POI.iCIES OF INSURANCE LISTED BELOWHAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIODINDICATED. NOTWITHSTANDING ANY REQUIREMENT. TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THISCERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLiaES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS.EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID ClAJMS.

INSRTYPE OF INSURANCE

Aon SUOFwvn POLICY NUMOER

POLICY EFF POLICY EXPLiurrs

A X COMMERCIAL GENERAL LIABILITY

DG { X 1 OCCUR WCSe-CGL-0000210-01 1/1/2020 1/1/2021EACH OCCURRGNCG

j 1,000,000

j CLAJMS-MAI DAMAGE TO RENTED j 100,000

MFn fXP lAn* one oerwAlJ 5,000

PFRSONAI aAOVINJllRYj 1,000,000

GENl AGGREGATE LIMtT APPUES PER: GENERAL AGGREGATE, 2,000,000

POLCV [2^ |_)y LOGOTHER:

PROOir.TS -COMP/OPAGR, 2,000,000

PER PROJECT LOC , 5,000,000

B AUTOMOBILE LIABILITY

CAA5369320-1i 1/1/2020 1/1/2021

COMBINED SINGLE LIMIT , 1,000,000

X ANY AUTO>HGOULEOTTOS

ROOLY INJURY fPer DertonI s

OwnedAUTOS ONLY

^'^^ONLY

scAl BOtXLY INJURY (Per •eddenti s

X X i?,' ss

A X UMBRELLA UAB

EXCESS UAB

X OCCUR

CLAIMS-UADG WCSE-CEL-000O211-0t 1/1/2020 1/1/2021EACH OCCURfifNCE

J 5,000,000

AGGREGATE^ 5.000.000

DEO 1 1 RETENTIONS sB WORKERS COMPENSATION

AND EMPLOYERS'UASIUTY

ANY PR0PR:ECUTIVE fTn

II y«t, ooscnbe underDFSCHIPI ION OF OPFRAT IONS WMOw

N/A

WCA5369322-11 1/1/2020 1/1/2021

y I PGR y | OTH.'^ISTATIflF ^ 1 ER

F 1 fACMACTJOEMT, 1,000,000

F.L aSGASE EAEUPLOYIU:, 1,000,000

fi.L. CMSEASF-POLICYllUllJ 1,000,000

nESCniPnOrv OF OPERATIONS/LOCATIONS/VCHICLES (ACORD 101, Addilioiwl R«(ntrki Schtdula. fii*y ba