Digital Spend Management Platform

Attachment 1
State of New Hampshire
Department of Education, Bureau of Vocational
Rehabilitation
Digital Spend Management Platform
VRNH - 2027-004
Version 7.0 2/2025
Page 1 of 49
Contractor Initials:
Date:

STATE OF NEW HAMPSHIRE
<AGENCY NAME>
<DoIT #> - <CONTRACT TITLE>
TABLE OF CONTENTS
CONTENTS
FORM NUMBER P-37 (VERSION 2/23/2023) ..................................................................................................... 3
EXHIBIT A - SPECIAL PROVISIONS ................................................................................................................. 10
EXHIBIT B - STATEMENT OF WORK (SOW) BUSINESS AND TECHNICAL REQUIREMENTS AND DELIVERABLES .. 15
EXHIBIT C - PRICE AND PAYMENT SCHEDULE ............................................................................................... 30
EXHIBIT D - SOFTWARE LICENSE AGREEMENT .............................................................................................. 33
EXHIBIT D1 - CUSTOM SOFTWARE AGREEMENT ............................................................................................ 37
EXHIBIT E - ADMINISTRATIVE SERVICES ........................................................................................................ 39
EXHIBIT F - TERMS AND DEFINITIONS ........................................................................................................... 42
EXHIBIT G - ATTACHMENTS AND CONTRACTOR CERTIFICATES ...................................................................... 47
CERTIFICATION REGARDING LOBBYING .................................................................................................... 48
CERTIFACTE REGARDING DEBARMENT, SUSPENSION, AND OTHERS ......................................................... 49
Page 2 of 49
Contractor Initials:
Date:

STATE OF NEW HAMPSHIRE
<AGENCY NAME>
<DoIT #> - <CONTRACT TITLE>
TABLE OF CONTENTS
FORM NUMBER P-37 (VERSION 2/23/2023)
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.
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
Click or tap here to enter text. Click or tap here to enter text.
1.3. Contractor Name 1.4. Contractor Address
Click or tap here to enter text. Click or tap here to enter text.
1.5. Contractor Phone 1.6. Account Unit and 1.7. Completion Date 1.8. Price Limitation
Number Class
Click or tap here to enter Click or tap here to enter
Click or tap here to enter Click or tap here to enter text. text.
text. text.
1.9. Contracting Officer for State 1.10. State Agency Telephone Number
Click or tap here to enter text. Click or tap here to enter text.
1.11. Contractor Signature 1.12. Name and Title of Contractor Signatory
Click or tap here to enter text.
Date: Click or tap here to enter text.
1.13. State Agency Signature 1.14. Name and Title of State Agency Signatory
Click or tap here to enter text.
Date: Click or tap to enter a date.
1.15. Approval by the NH Department of Administration, Division of Personnel (if applicable)
Director: Click or tap here to enter text.
Date: Click or tap to enter a date.
1.16. Approval by the Attorney General (Form, Substance and Execution) (if applicable)
By: Click or tap here to enter text.
Date: Click or tap to enter a date.
1.17. Approval by the Governor and Executive Council (if applicable)
G&C item number: Click or tap here to enter text.
G&C meeting date: Click or tap to enter a date.
Page 3 of 49
Contractor Initials:
Date:

STATE OF NEW HAMPSHIRE
<AGENCY NAME>
<DoIT #> - <CONTRACT TITLE>
AGREEMENT
2. SERVICES TO BE PERFORMED payments hereunder, are contingent upon the
availability and continued appropriation of funds. In
The State of New Hampshire, acting through the
no event shall the State be liable for any payments
agency identified in block 1.1 ("State"), engages
hereunder in excess of such available appropriated
contractor identified in block 1.3 ("Contractor") to
funds. In the event of a reduction or termination of
perform, and the Contractor shall perform, the work
appropriated funds by any state or federal legislative
or sale of goods, or both, identified and more
or executive action that reduces, eliminates or
particularly described in the attached EXHIBIT B
otherwise modifies the appropriation or availability
which is incorporated herein by reference
of funding for this Agreement and the Scope for
("Services").
Services provided in EXHIBIT B, in whole or in part,
3. EFFECTIVE DATE/COMPLETION OF SERVICES the State shall have the right to withhold payment
until such funds become available, if ever, and shall
3.1. Notwithstanding any provision of this
have the right to reduce or terminate the Services
Agreement to the contrary, and subject to
under this Agreement immediately upon giving the
the approval of the Governor and Executive
Contractor notice of such reduction or termination.
Council of the State of New Hampshire, if
The State shall not be required to transfer funds
applicable, this Agreement, and all
from any other account or source to the Account
obligations of the parties hereunder, shall
identified in block 1.6 in the event funds in that
become effective on the date the Governor
Account are reduced or unavailable.
and Executive Council approve this
Agreement, unless no such approval is 5. CONTRACT PRICE/PRICE LIMITATION/
required, in which case the Agreement shall PAYMENT
become effective on the date the Agreement
5.1. The contract price, method of payment, and
is signed by the State Agency as shown in
terms of payment are identified and more
block 1.13 ("Effective Date").
particularly described in EXHIBIT C which is
3.2. If the Contractor commences the Services incorporated herein by reference.
prior to the Effective Date, all Services
5.2. Notwithstanding any provision in this
performed by the Contractor prior to the
Agreement to the contrary, and
Effective Date shall be performed at the sole
notwithstanding unexpected circumstances,
risk of the Contractor, and in the event that
in no event shall the total of all payments
this Agreement does not become effective,
authorized, or actually made hereunder,
the State shall have no liability to the
exceed the Price Limitation set forth in block
Contractor, including without limitation, any
1.8. The payment by the State of the contract
obligation to pay the Contractor for any
price shall be the only and the complete
costs incurred or Services performed.
reimbursement to the Contractor for all
3.3. Contractor must complete all Services by expenses, of whatever nature incurred by the
the Completion Date specified in block 1.7. Contractor in the performance hereof, and
shall be the only and the complete
4. CONDITIONAL NATURE OF AGREEMENT
compensation to the Contractor for the
Notwithstanding any provision of this Agreement to
Services.
the contrary, all obligations of the State hereunder,
including, without limitation, the continuance of
Page 4 of 49
Contractor Initials:
Date:

STATE OF NEW HAMPSHIRE
<AGENCY NAME>
<DoIT #> - <CONTRACT TITLE>
AGREEMENT
5.3. The State reserves the right to offset from disability, religious creed, national origin,
any amounts otherwise payable to the gender identity, or gender expression, and
Contractor under this Agreement those will take affirmative action to prevent such
liquidated amounts required or permitted by discrimination, unless exempt by state or
NH RSA 80:7 through RSA 80:7 c or any other federal law. The Contractor shall ensure any
provision of law. subcontractors comply with these
nondiscrimination requirements.
5.4. The State's liability under this Agreement
shall be limited to monetary damages not to 6.3. No payments or transfers of value by
exceed the total fees paid. The Contractor Contractor or its representatives in
agrees that it has an adequate remedy at law connection with this Agreement have or
for any breach of this Agreement by the State shall be made which have the purpose or
and hereby waives any right to specific effect of public or commercial bribery, or
performance or other equitable remedies acceptance of or acquiescence in extortion,
against the State. kickbacks, or other unlawful or improper
means of obtaining business.
6. COMPLIANCE BY CONTRACTOR WITH LAWS
AND REGULATIONS/EQUAL EMPLOYMENT 6.4. The Contractor agrees to permit the State or
OPPORTUNITY United States access to any of the
Contractor's books, records and accounts
6.1. In connection with the performance of the
for the purpose of ascertaining compliance
Services, the Contractor shall comply with
with this Agreement and all rules,
all applicable statutes, laws, regulations,
regulations and orders pertaining to the
and orders of federal, state, county or
covenants, terms and conditions of this
municipal authorities which impose any
Agreement.
obligation or duty upon the Contractor,
including, but not limited to, civil rights and 7. PERSONNEL
equal employment opportunity laws and the
7.1. The Contractor shall at its own expense
Governor's order on Respect and Civility in
provide all personnel necessary to perform
the Workplace, Executive order 2020-01. In
the Services. The Contractor warrants that
addition, if this Agreement is funded in any
all personnel engaged in the Services shall
part by monies of the United States, the
be qualified to perform the Services, and
Contractor shall comply with all federal
shall be properly licensed and otherwise
executive orders, rules, regulations and
authorized to do so under all applicable
statutes, and with any rules, regulations and
laws.
guidelines as the State or the United States
issue to implement these regulations. The 7.2. The Contracting Officer specified in block
Contractor shall also comply with all 1.9, or any successor, shall be the State's
applicable intellectual property laws. point of contact pertaining to this
Agreement.
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
Page 5 of 49
Contractor Initials:
Date:

STATE OF NEW HAMPSHIRE
<AGENCY NAME>
<DoIT #> - <CONTRACT TITLE>
AGREEMENT
8. EVENT OF DEFAULT/REMEDIES 8.2.3. give the Contractor a written notice
specifying the Event of Default and set
8.1. Any one or more of the following acts or
off against any other obligations the
omissions of the Contractor shall constitute
State may owe to the Contractor any
an event of default hereunder ("Event of
damages the State suffers by reason of
Default"):
any Event of Default; and/or
8.1.1. failure to perform the Services
8.2.4. give the Contractor a written notice
satisfactorily or on schedule;
specifying the Event of Default, treat
8.1.2. failure to submit any report required the Agreement as breached, terminate
hereunder; and/or the Agreement and pursue any of its
remedies at law or in equity, or both.
8.1.3. failure to perform any other
covenant, term or condition of this 9. TERMINATION
Agreement.
9.1. Notwithstanding paragraph 8, the State may,
8.2. Upon the occurrence of any Event of Default, at its sole discretion, terminate the
the State may take any one, or more, or all, Agreement for any reason, in whole or in
of the following actions: part, by thirty (30) calendar days written
notice to the Contractor that the State is
8.2.1. give the Contractor a written notice
exercising its option to terminate the
specifying the Event of Default and
Agreement.
requiring it to be remedied within, in
the absence of a greater or lesser 9.2. In the event of an early termination of this
specification of time, thirty (30) Agreement for any reason other than the
calendar days from the date of the completion of the Services, the Contractor
notice; and if the Event of Default is not shall, at the State's discretion, deliver to the
timely cured, terminate this Contracting Officer, not later than fifteen
Agreement, effective two (2) calendar (15) calendar days after the date of
days after giving the Contractor notice termination, a report ("Termination Report")
of termination; describing in detail all Services performed,
and the contract price earned, to and
8.2.2. give the Contractor a written notice
including the date of termination. In
specifying the Event of Default and
addition, at the State's discretion, the
suspending all payments to be made
Contractor shall, within fifteen (15) calendar
under this Agreement and ordering that
days of notice of early termination, develop
the portion of the contract price which
and submit to the State a transition plan for
would otherwise accrue to the
Services under the Agreement.
Contractor during the period from the
date of such notice until such time as 10. PROPERTY OWNERSHIP/DISCLOSURE
the State determines that the
10.1. As used in this Agreement, the word
Contractor has cured the Event of
"Property" shall mean all data, information
Default shall never be paid to the
and things developed or obtained during the
Contractor;
performance of, or acquired or developed by
reason of, this Agreement, including, but not
Page 6 of 49
Contractor Initials:
Date:

STATE OF NEW HAMPSHIRE
<AGENCY NAME>
<DoIT #> - <CONTRACT TITLE>
AGREEMENT
limited to, all studies, reports, files, 12.2. For purposes of paragraph 12, a Change of
formulae, surveys, maps, charts, sound Control shall constitute assignment.
recordings, video recordings, pictorial "Change of Control" means: (a) merger,
reproductions, drawings, analyses, graphic consolidation, or a transaction or series of
representations, computer programs, related transactions in which a third party,
computer printouts, notes, letters, together with its affiliates, becomes the
memoranda, papers, and documents, all direct or indirect owner of fifty percent (50%)
whether finished or unfinished. or more of the voting shares or similar equity
interests, or combined voting power of the
10.2. All data and any Property which has been
Contractor; or (b) the sale of all or
received from the State, or purchased with
substantially all of the assets of the
funds provided for that purpose under this
Contractor.
Agreement, shall be the property of the
State, and shall be returned to the State 12.3. None of the Services shall be subcontracted
upon demand or upon termination of this by the Contractor without prior written
Agreement for any reason. notice and consent of the State.
10.3. Disclosure of data, information and other 12.4. The State is entitled to copies of all
records shall be governed by NH RSA subcontracts and assignment agreements
chapter 91 A and/or other applicable law. and shall not be bound by any provisions
Disclosure requires prior written approval of contained in a subcontract or an assignment
the State. agreement to which it is not a party.
11. CONTRACTOR'S RELATION TO THE STATE 13. INDEMNIFICATION
In the performance of this Agreement the Contractor The Contractor shall indemnify, defend, and hold
is in all respects an independent contractor, and is harmless the State, its officers, and employees from
neither an agent nor an employee of the State. and against all actions, claims, damages, demands,
Neither the Contractor nor any of its officers, judgments, fines, liabilities, losses, and other
employees, agents or members shall have authority expenses, including, without limitation, reasonable
to bind the State or receive any benefits, workers' attorneys' fees, arising out of or relating to this
compensation or other emoluments provided by the Agreement directly or indirectly arising from death,
State to its employees. personal injury, property damage, intellectual
property infringement, or other claims asserted
12. ASSIGNMENT/DELEGATION/ SUBCONTRACTS
against the State, its officers, or employees caused
12.1. Contractor shall provide the State written by the acts or omissions of negligence, reckless or
notice at least fifteen (15) calendar days willful misconduct, or fraud by the Contractor, its
before any proposed assignment, employees, agents, or subcontractors. The State
delegation, or other transfer of any interest in shall not be liable for any costs incurred by the
this Agreement. No such assignment, Contractor arising under this paragraph 13.
delegation, or other transfer shall be Notwithstanding the foregoing, nothing herein
effective without the written consent of the contained shall be deemed to constitute a waiver of
State. the State's sovereign immunity, which immunity is
hereby reserved to the State. This covenant in
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Contractor Initials:
Date:

STATE OF NEW HAMPSHIRE
<AGENCY NAME>
<DoIT #> - <CONTRACT TITLE>
AGREEMENT
paragraph 13 shall survive the termination of this 15.1. By signing this agreement, the Contractor
Agreement. agrees, certifies and warrants that the
Contractor is in compliance with or exempt
14. INSURANCE
from, the requirements of NH RSA chapter
14.1. The Contractor shall, at its sole expense, 281-A ("Workers' Compensation").
obtain and continuously maintain in force,
15.2. To the extent the Contractor is subject to the
and shall require any subcontractor or
requirements of NH RSA chapter 281-A,
assignee to obtain and maintain in force, the
Contractor shall maintain, and require any
following insurance:
subcontractor or assignee to secure and
14.1.1. commercial general liability maintain, payment of Workers'
insurance against all claims of bodily Compensation in connection with activities
injury, death or property damage, in which the person proposes to undertake
amounts of not less than $1,000,000 pursuant to this Agreement. The Contractor
per occurrence and $2,000,000 shall furnish the Contracting Officer
aggregate or excess; and identified in block 1.9, or any successor,
proof of Workers' Compensation in the
14.1.2. special cause of loss coverage form
manner described in NH RSA chapter 281-A
covering all Property subject to
and any applicable renewal(s) thereof, which
subparagraph 10.2 herein, in an
shall be attached and are incorporated
amount not less than 80% of the whole
herein by reference. The State shall not be
replacement value of the Property.
responsible for payment of any Workers'
14.2. The policies described in subparagraph 14.1 Compensation premiums or for any other
herein shall be on policy forms and claim or benefit for Contractor, or any
endorsements approved for use in the State subcontractor or employee of Contractor,
of New Hampshire by the New Hampshire which might arise under applicable State of
Department of Insurance, and issued by New Hampshire Workers' Compensation
insurers licensed in the State of New laws in connection with the performance of
Hampshire. the Services under this Agreement.
14.3. The Contractor shall furnish to the 16. WAIVER OF BREACH
Contracting Officer identified in block 1.9, or
A State's failure to enforce its rights with respect to
any successor, a certificate(s) of insurance
any single or continuing breach of this Agreement
for all insurance required under this
shall not act as a waiver of the right of the State to
Agreement. At the request of the
later enforce any such rights or to enforce any other
Contracting Officer, or any successor, the
or any subsequent breach.
Contractor shall provide certificate(s) of
insurance for all renewal(s) of insurance 17. NOTICE
required under this Agreement. The
Any notice by a party hereto to the other party shall
certificate(s) of insurance and any renewals
be deemed to have been duly delivered or given at
thereof shall be attached and are
the time of mailing by certified mail, postage
incorporated herein by reference.
prepaid, in a United States Post Office addressed to
15. WORKERS' COMPENSATION
Page 8 of 49
Contractor Initials:
Date:

STATE OF NEW HAMPSHIRE
<AGENCY NAME>
<DoIT #> - <CONTRACT TITLE>
AGREEMENT
the parties at the addresses given in blocks 1.2 and legal or equitable right, benefit, or remedy of any
1.4, herein. nature upon any other person.
18. AMENDMENT 22. HEADINGS
This Agreement may be amended, waived or The headings throughout the Agreement are for
discharged only by an instrument in writing signed reference purposes only, and the words contained
by the parties hereto and only after approval of such therein shall in no way be held to explain, modify,
amendment, waiver or discharge by the Governor amplify or aid in the interpretation, construction or
and Executive Council of the State of New meaning of the provisions of this Agreement.
Hampshire unless no such approval is required
23. SPECIAL PROVISIONS
under the circumstances pursuant to State law, rule
or policy. Additional or modifying provisions set forth in the
attached EXHIBIT A are incorporated herein by
19. CHOICE OF LAW AND FORUM
reference.
19.1. This Agreement shall be governed,
24. FURTHER ASSURANCES
interpreted and construed in accordance
with the laws of the State of New Hampshire The Contractor, along with its agents and affiliates,
except where the Federal supremacy clause shall, at its own cost and expense, execute any
requires otherwise. The wording used in this additional documents and take such further actions
Agreement is the wording chosen by the as may be reasonably required to carry out the
parties to express their mutual intent, and no provisions of this Agreement and give effect to the
rule of construction shall be applied against transactions contemplated hereby.
or in favor of any party.
25. SEVERABILITY
19.2. Any actions arising out of this Agreement,
In the event any of the provisions of this Agreement
including the breach or alleged breach
are held by a court of competent jurisdiction to be
thereof, may not be submitted to binding
contrary to any state or federal law, the remaining
arbitration, but must, instead, be brought
provisions of this Agreement will remain in full force
and maintained in the Merrimack County
and effect.
Superior Court of New Hampshire which
shall have exclusive jurisdiction thereof. 26. ENTIRE AGREEMENT
20. CONFLICTING TERMS This Agreement, which may be executed in a
number of counterparts, each of which shall be
In the event of a conflict between the terms of this P-
deemed an original, constitutes the entire
37 form (as modified in EXHIBIT A) and any other
agreement and understanding between the parties,
portion of this Agreement including any
and supersedes all prior agreements and
attachments thereto, the terms of the P-37 (as
understandings with respect to the subject matter
modified in EXHIBIT A) shall control.
hereof.
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
Page 9 of 49
Contractor Initials:
Date:

STATE OF NEW HAMPSHIRE
<AGENCY NAME>
<DoIT #> - <CONTRACT TITLE>
EXHIBIT A - SPECIAL PROVISIONS
EXHIBIT A - SPECIAL PROVISIONS
The terms outlined in the P-37 General Provisions are modified as set forth below:
1. Provision 3, Effective Date/Completion of Services, is updated with the following addition:
3.4 The Term may be extended up to Number of Years Choose an item. years(s), ("Extended Term") at the
sole option of the State, subject to the Parties prior written Agreement on applicable fees for each extended
Term under the same terms and conditions, subject to approval of the Governor and Executive Council.
2. Provision 9, Termination, Section 9.2 is deleted and replaced with the following:
9.2 In the event of the termination pursuant to subparagraph 9.1, the contractor shall immediately stop all
work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work.
The State will pay for cost of all Services and Deliverables for which Acceptance has been given by the State,
provided through the date of termination but will not be liable for any costs for incomplete Services or
winding down the Contract activities. The Contractor shall not be paid for any work performed or costs
incurred which reasonably could have been avoided.
9.3 Upon termination of the Contract, the State, in addition to any other rights provided in the Contract, may
require Contractor to deliver to the State any property, including without limitation, Software and Written
Deliverables, for such part of the Contract as has been terminated. After receipt of a notice of termination,
and except as otherwise directed by the State, Contractor shall:
a. Stop work under the Contract on the date, and to the extent specified, in the notice;
b. Promptly, but in no event longer than ten (10) days after termination, terminate its orders and
subcontracts related to the work which has been terminated, and settle all outstanding liabilities and
all claims arising out of such termination of orders and subcontracts, with the approval or ratification
of the State to the extent required, which approval or ratification shall be final for the purpose of this
Section;
c. Take such action as the State directs, or as necessary to preserve and protect the property related to
the Contract which is in the possession of Contractor and in which the State has an interest;
d. Take no action to intentionally erase any State data until directed by the State;
e. Transfer title to the State and deliver in the manner, at the times, and to the extent directed by the
State, any property which is required to be furnished to the State and which has been accepted or
requested by the State;
f. Implement an orderly return of State data in a CSV (Comma-separated values) or another mutually
agreeable format at a time agreed to by the parties;
g. Securely dispose/destroy of all requested data in all of its forms, such as disk, CD/DVD, backup tape
and paper, when requested by the State. Data shall be permanently deleted and shall not be
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Contractor Initials:
Date: