BGS Retainer Contracts for Insulation and Air Sealing Services Statewide RFP

Revised June 8, 2023 Page 1 of 14 Department of Buildings and General Services Agency of Administration Office of Purchasing & Contracting 133 State Street, 5th Floor | Montpelier VT 05633-8000 802-828-2211 phone | 802-828-2222 fax http://bgs.vermont.gov/purchasing SEALED BID REQUEST FOR PROPOSAL Retainer Contracts for Insulation and Air Sealing Services Statewide ISSUE DATE: DECEMBER 19, 2023 BIDDERS’ CONFERENCE: NO CONFERENCE WILL BE HELD QUESTIONS DUE BY: JANUARY 9, 2024 @ 4:30 PM (EST) RFP RESPONSES DUE BY: JANUARY 23, 2024 @ 4:30 PM (EST) PLEASE BE ADVISED THAT ALL NOTIFICATIONS, RELEASES, AND AMENDMENTS ASSOCIATED WITH THIS RFP WILL BE POSTED AT: http://www.bgs.state.vt.us/pca/bids/bids.php THE STATE WILL MAKE NO ATTEMPT TO CONTACT INTERESTED PARTIES WITH UPDATED INFORMATION. IT IS THE RESPONSIBILITY OF EACH

BIDDER TO PERIODICALLY CHECK THE ABOVE WEBPAGEFOR ANY AND ALL NOTIFICATIONS, RELEASES AND AMENDMENTS ASSOCIATED WITH THIS RFP. STATE CONTACT: James Meyers TELEPHONE: (802) 828-2215 E-MAIL: BGS.OPCVendordocs@vermont.gov http://www.bgs.state.vt.us/pca/bids/bids.php mailto:BGS.OPCVendordocs@vermont.gov Revised June 8, 2023 Page 2 of 14 1. RFP OVERVIEW: 1.1. SCOPE AND BACKGROUND: 1.1.1. The Office of Purchasing & Contracting (hereinafter the “State”) currently maintains multiple retainer contracts for several categories of Construction services and now seeks to modify service categories and qualify and/or re-qualify contractors. The retainer contracts enable State Agencies and Departments to quickly and efficiently complete small construction and maintenance projects. Pre-qualified Contractors have all agreed to the State terms and conditions and have their insurance and contract paperwork on file with the Office of Purchasing & Contracting (OPC). Projects utilizing this process are limited to $150,000 per scope of work. 1.1.1.1. Through this Request for Proposal (RFP) the State is seeking proposals from contractors who will be reviewed and pre-qualified to provide the State of Vermont with one or more of the Construction services categories described in this RFP. Contractors meeting the qualification requirements described in this RFP may receive a retainer contract, to be utilized by the State as projects arise at various State-owned facilities. 1.1.1.2. This RFP will result in the award of Retainer Contracts to multiple Contractors. The number of contracts awarded may vary for each specific type of service within each maintenance district based on the anticipated needs of the State, and to increase opportunity for work for the firms who have submitted proposals. The State reserves the right to limit the number of pre-qualified contractors for each category of services within each maintenance district. 1.2. PROCESS: 1.2.1. Bidders may propose one or more service categories, maximum project value, and one or more districts. Bidders selected for Contracts under this RFP will become part of a pool of Contractors who may be solicited to bid on Statements of Work for specific projects in the service categories, project value, and districts for which they have been selected, which will be listed in the Contract. 1.2.2. When the department or agency has a need for services, it will prepare a Statement of Work (SOW)-RFP. The SOW-RFP may be issued to contractors pre-qualified to provide the desired service(s). Those pre-qualified contractors may then submit bids within the date and time established by the SOW-RFP. 1.2.3. Following proposal evaluation, the department or agency may enter into a SOW Agreement with a vendor selected in the best interest of the State. The State intends this process to be used for two categories of project value: Projects up to $50,000 in value, and projects up to $150,000 in value. 1.2.4. The State reserves the right to award Contracts that contain some, but not all, of the service categories, project values, and/or districts requested by a Contractor. 1.2.5. Individual services will be solicited utilizing the SOW-RFP process. The following is provided for informational purposes only and may be revised prior to the execution of Retainer Contracts. Revised June 8, 2023 Page 3 of 14 1.2.6. STATEMENTS OF WORK: 1.2.6.1. After Contracts are in place, the State may issue a SOW-RFP to Contractors inviting them to bid on specific projects that are within the service category, project value, and district designated in their Contracts. 1.2.6.2. SOW-RFPs will include, among other project-specific details, the location, type of work, type of pricing sought, considerations and/or qualifications required for award, and the deadline by which the Contractor must submit a proposal. Proposals must be submitted in accordance with the instructions in the SOW-RFP and include all the information requested. 1.2.6.3. Statements of Work will be awarded to the lowest priced, responsive, qualified, and responsible Bidder. Bids appearing unbalanced and exhibiting a lack of project understanding may be disqualified. 1.3. CROSS-CATEGORY/DISTRICT PROCEDURES: 1.3.1. The State reserves the right to issue SOW-RFPs to Contract holders in different service categories and/or districts from those covered by their Contract. Cross-category/district procedures will be used on a case-by-case, as-needed basis, and should generally be an exception. Longer-term adjustments to district contractor pools will be accomplished by formally rebidding service categories as required under Agency of Administration Bulletin 3.5, Procurement and Contracting Procedures, paragraph VIII. C. 2. GENERAL REQUIREMENTS: 2.1. SINGLE POINT OF CONTACT: 2.1.1. All communications concerning this RFP are to be addressed in writing to the State Contact listed on the front page of this RFP. Actual or attempted contact with any other individual from the State concerning this RFP is strictly prohibited and may result in disqualification. 2.2. BIDDERS’ CONFERENCE: 2.2.1. A bidders’ conference will NOT be held. 2.3. QUESTION AND ANSWER PERIOD: 2.3.1. Any vendor requiring clarification of any section of this RFP or wishing to comment or take exception to any requirements of the RFP must submit specific questions in writing no later than the deadline for questions indicated on the first page of this RFP. Questions may be e- mailed to the point of contact on the front page of this RFP. Any comments, questions, or exceptions not raised in writing on or before the last day of the question period are waived. At the close of the question period a copy of all questions or comments and the State's responses will be posted on the State’s web site http://www.bgs.state.vt.us/pca/bids/bids.php Every effort will be made to post this information as soon as possible after the question period ends, contingent on the number and complexity of the questions. http://www.bgs.state.vt.us/pca/bids/bids.php Revised June 8, 2023 Page 4 of 14 2.4. CHANGES TO THIS RFP: Any modifications to this RFP will be made in writing by the State through the issuance of an Addendum to this RFP and posted online at http://www.bgs.state.vt.us/pca/bids/bids.php . Verbal instructions or written instructions from any other source are not to be considered. 2.5. PRICING: 2.5.1. Bidders must price the terms of this solicitation at their best pricing. Any and all costs that Bidder wishes the State to consider must be submitted for consideration. If applicable, all equipment pricing is to include F.O.B. delivery to the ordering facility. No request for extra delivery cost will be honored. All equipment shall be delivered assembled, serviced, and ready for immediate use, unless otherwise requested by the State. 2.5.1.1. Prices and/or rates shall remain firm for the initial term of the contract. The pricing policy submitted by Bidder must (i) be clearly structured, accountable, and auditable and (ii) cover the full spectrum of materials and/or services required. 2.5.1.2. Cooperative Agreements. Bidders that have been awarded similar contracts through a competitive bidding process with another state and/or cooperative are welcome to submit the pricing in response to this solicitation. 2.5.1.3. Retainage. In the discretion of the State, a contract resulting from this RFP may provide that the State withhold a percentage of the total amount payable for some or all deliverables, such retainage to be payable upon satisfactory completion and State acceptance in accordance with the terms and conditions of the contract. 2.6. BEST AND FINAL OFFER: 2.6.1. Best and Final Offer (BAFO). At any time after submission of Responses and prior to the final selection of Bidder(s) for Contract negotiation or execution, the State may invite Bidder(s) to provide a BAFO. 2.6.1.1. The state reserves the right to request BAFOs from only those Bidders that meet the minimum qualification requirements and/or have not been eliminated from consideration during the evaluation process. 2.6.2. Evaluation of Responses and Selection of Bidder(s). The State shall have the authority to evaluate Responses and select the Bidder(s) as may be determined to be in the best interest of the State and consistent with the goals and performance requirements outlined in this RFP. 2.7. WORKER CLASSIFICATION COMPLIANCE REQUIREMENTS: In accordance with Section 32 of The Vermont Recovery and Reinvestment Act of 2009 (Act No. 54), Bidders must comply with the following provisions and requirements. 2.7.1. Self Reporting: For bid amounts exceeding $250,000.00, Bidder shall complete the appropriate section in the attached Certificate of Compliance for purposes of self-reporting information relating to past violations, convictions, suspensions, and any other information related to past performance relative to coding and classification of workers. The State is requiring information on any violations that occurred in the previous 12 months. http://www.bgs.state.vt.us/pca/bids/bids.php Revised June 8, 2023 Page 5 of 14 2.7.2. Subcontractor Reporting: For bid amounts exceeding $250,000.00, Bidders are hereby notified that upon award of contract, and prior to contract execution, the State shall be provided with a list of all proposed subcontractors and subcontractors’ subcontractors, together with the identity of those subcontractors’ workers compensation insurance providers, and additional required or requested information, as applicable, in accordance with Section 32 of The Vermont Recovery and Reinvestment Act of 2009 (Act No. 54). This requirement does not apply to subcontractors providing supplies only and no labor to the overall contract or project. This list MUST be updated and provided to the State as additional subcontractors are hired. A sample form is available online at https://bgs.vermont.gov/purchasing-contracting/forms. The subcontractor reporting form is not required to be submitted with the bid response. 2.8. EXECUTIVE ORDER 05-16: CLIMATE CHANGE CONSIDERATIONS IN STATE PROCUREMENTS: 2.8.1. For bid amounts exceeding $25,000.00 Bidders are requested to complete the Climate Change Considerations in State Procurements Certification, which is included in the Certificate of Compliance for this RFP. 2.8.2. After consideration of all relevant factors, a bidder that demonstrates business practices that promote clean energy and address climate change as identified in the Certification, shall be given favorable consideration in the competitive bidding process. Such favorable consideration shall be consistent with and not supersede any preference given to resident bidders of the State and/or products raised or manufactured in the State, as explained in the Method of Award section. But, such favorable consideration shall not be employed if prohibited by law or other relevant authority or agreement. 2.9. METHOD OF AWARD: 2.9.1. Awards will be made in the best interest of the State. The State may award one or more contracts and reserves the right to make additional awards to other compliant bidders at any time if such award is deemed to be in the best interest of the State. All other considerations being equal, preference will be given first to resident bidders of the state and/or to products raised or manufactured in the state, and then to bidders who have practices that promote clean energy and address climate change, as identified in the applicable Certificate of Compliance. 2.9.2. Evaluation Criteria: Proposals shall be evaluated on the following factors: 2.9.2.1. Qualifications, Experience and References: 2.9.2.1.1. Contractor has prior experience in type of work similar to that included in this RFP, has demonstrated necessary resources to complete Statements of Work under this contract, and provided reference contact information for each project. Contractor should indicate if previous work was with the State and similar entities 2.9.2.1.2. For contractors wishing to be considered for project values up to $150,000, contractor should include a separate sheet listing all work and project costs performed within the last 12 months. https://bgs.vermont.gov/purchasing-contracting/forms Revised June 8, 2023 Page 6 of 14 2.9.2.1.3. Contractor should indicate if prior experience working within operating medium security correctional facilities or mental health care facilities within the past five (5) years. 2.9.2.2. Contractor’s Hourly Rates. 2.9.2.3. Responsiveness and compliance to this RFP: Contractor should complete and submit all forms. 2.9.3. Additional Consideration: The State is charged with ensuring adequate contractor availability, expertise and geographic coverage to address the needs of the State. The State reserves the right to make awards to ensure adequate district coverage. 2.10. STATEMENT OF RIGHTS: The State shall have the authority to evaluate Responses and select the Bidder(s) as may be determined to be in the best interest of the State and consistent with the goals and performance requirements outlined in this RFP. The State of Vermont reserves the right to obtain clarification or additional information necessary to properly evaluate a proposal. Failure of vendor to respond to a request for additional information or clarification could result in rejection of that vendor's proposal. To secure a project that is deemed to be in the best interest of the State, the State reserves the right to accept or reject any and all bids, in whole or in part, with or without cause, and to waive technicalities in submissions. The State also reserves the right to make purchases outside of the awarded contracts where it is deemed in the best interest of the State. 2.11. CONTRACT TERMS: The selected bidder(s) will be expected to sign a contract with the State, including the Standard Contract Form and Attachment C as attached to this RFP for reference. The contract will obligate the bidder to provide the services and/or products identified in its bid, at the prices listed. 2.11.1. PAYMENT TERMS: All invoices are to be rendered by the Contractor on the vendor's standard billhead and forwarded directly to the institution or agency ordering materials or services and shall specify the address to which payments will be sent. Payment terms are Net 30 days from receipt of an error-free invoice with all applicable supporting documentation. Percentage discounts may be offered for prompt payments of invoices; however, such discounts must be in effect for a period of 30 days or more in order to be considered in making awards. 2.12. CONTRACT PERIOD: 2.12.1. Contracts arising from this RFP will be for a period of two years with an option to renew for one additional two-year period. The State anticipates the start date will be August 1,2023. 3. DETAILED REQUIREMENTS: 3.1. Contracts resulting from this proposal are intended to be utilized for Insulation and Air Sealing projects, including but not limited to repairs; required maintenance; replacement; emergency repairs; and/or on an as-needed basis. Projects are not to exceed $150,000.00, including all costs associated with the individual project, such as labor, material, equipment, etc. 3.2. All work performed under this contract will be planned and scheduled by Project Managers for the Agency/Department coordinating the work. The Project Manager will work closely with both the contractor and the Agency/Department requiring the work and will approve all invoices for work completed under this contract. 3.2.1. Services may be issued on a time and materials basis or a fixed price/lump-sum basis. Revised June 8, 2023 Page 7 of 14 3.2.2. For projects bid on a lump sum basis, a written SOW-RFP will define the project details and the evaluation criteria to be used for award. Award shall be made in the best interest of the State in consideration of the evaluation criteria for the specific SOW-RFP. 3.3. Typical working hours will range between 6:00 AM and 5:00 PM, Monday through Friday, but occasions may arise which would require work to be performed before or after these hours, on weekends, or Federal government observed holidays. The typical working hours may vary by the type of facility or the operational needs of the Agency/Department where work is being performed and, if typical work hours will vary from the above, such hours will be established at the beginning of each project. 3.4. The Contractor is required to notify the Project Manager of any maintenance related issues that are discovered while performing work. 3.5. All unclaimed property found in or about the work area by the Contractor shall be turned in immediately to the Project Manager, with the location where the article was found. 3.6. Security Procedures in some State buildings require a background clearance be performed on any contractor working inside the building, prior to beginning work. Projects at Correctional Facilities, Courthouses, and Public Safety buildings may all require clearances. The Specifications outlining the Security Procedures for work in these facilities are attached to this RFP, as well as the sample background check forms. If background checks are required, the contractor will be required to submit background clearances before any work can begin. 3.7. Contractor shall secure and pay for any trade permits and inspections required by the authorities having jurisdiction, or for warranty purposes. Any inspections shall be made by the appropriate State or local authority having jurisdiction, or manufacturer from which the warranty will be issued. 3.8. Subcontractors, if required, will need to be approved by the Project Manager prior to performing work as part of the contract, in conjunction with Attachment C, Item #19. 3.9. SITE SUPERVISION: 3.9.1. The contractor shall provide adequate supervision of his/her employees to ensure complete and satisfactory performance of all work in accordance with the terms of the contract. The contractor will have a responsible supervisor on the job at all times when the work of the contract is being carried out. 3.9.2. The Contractor's site supervisor is responsible for communication with the State's representatives and agrees to meet with the Project Manager at the site on a weekly, or as needed, basis to discuss any mutual problems, ideas, or concerns related to the project. 3.9.3. The contractor and his/her employees will be subject to all applicable State and Federal regulations for the conduct of personnel. 3.9.4. The Contractor shall provide adequate supervision of his/her subcontractors and their employees at all times. Revised June 8, 2023 Page 8 of 14 3.10. WORKMANSHIP AND MATERIALS: 3.10.1. Contractor agrees to furnish all supervision, labor, transportation, materials, tools and equipment necessary to complete the service. Contractor’s equipment shall be of the size and type appropriate for completing the various types of work described in the Scope of Work for each project. Equipment considered by the Project Manager to be improper or inadequate for this purpose shall be removed from the site and replaced with satisfactory equipment. 3.10.2. All work performed under this contract shall be completed in accordance with local, state, and national codes and standards, and other recognized industry standards associated with the work. 3.10.3. MARK UP: 3.10.3.1. The State will not consider any contractor’s material mark-up exceeding 10% over the Contractor’s actual cost. 3.10.3.2. The State will not consider any mark-up exceeding 5%, by the contractor, on any work performed by subcontractors. 3.10.3.3. The State will not consider any subcontractor’s material mark-up exceeding 10% over the subcontractor’s actual cost. 3.10.4. The Contractor guarantees, even though not specifically described in this Contract or otherwise, that materials shall be of the best quality, that work shall be done in a professional manner, and that all aspects of the project will be delivered in good working order, complete and perfect in every respect, and that all systems and materials necessary to make the project completely operating as contemplated by the Scope of Work for the project and shall be included in the contract price. 3.10.5. All supplies, equipment and machines shall be kept free of traffic lanes or other areas that may be hazardous. All dirt and debris resulting from the work under this contract shall be disposed of at the end of each day or at the completion of work. 3.10.6. The contractor shall, at no additional cost to the State, repair furnishings, equipment, facilities or other property of the State damaged by the contractor. Determination of the need for, and extent of, any repair work is at the sole discretion of the Project Manager. 3.10.7. It is the contractor’s responsibility to contact Dig-Safe prior to beginning any excavation work. For private complexes, such as prisons, the contractor will need to contact a private underground utility locator prior to beginning work. 3.10.8. Insert any additional BGS policy/procedure/protocol, etc. required for the RFP category here. Each BGS policy/procedure/protocol should have a new paragraph. 3.11. BONDING: Bonding, if applicable, shall be determined on a per project basis and identified in the Statement of Work (SOW)-RFP. 3.12. GENERAL CONDITIONS FOR CONSTRUCTION CONTRACTS: It is the Bidder’s responsibility to thoroughly read and comply with all requirements. Please pay close attention due to changes that have been made. Revised June 8, 2023 Page 9 of 14 3.13. FUNDING SOURCE: This project is being funded, in whole or in part, through the state’s capital construction act(s) and shall require compliance with the Vermont Prevailing Wage and Fringe Benefit Rate requirements (reference Instructions to Bidders, Prevailing Wage Rate Requirements). A complete list of occupations and associated wage rates are available on the internet at: http://www.vtlmi.info/lmipub.htm . 3.14. Vermont Prevailing Wage Rate Requirements. Vermont law requires this project comply with the prevailing wage rate requirements set forth in 29 V.S.A. §161. The full text of 29 V.S.A. §161 is available at: https://legislature.vermont.gov/statutes/section/29/005/00161 3.15. For projects using Special Experimental Projects (SEP) funds, the following shall apply and be identified in the SOW-RFP of the individual project. 3.15.1. FUNDING SOURCE: This project is being funded using federal monies and shall require compliance with the Davis-Bacon Act. Wages shall be paid using rates no less than those established under the Davis-Bacon prevailing wage rates. Complete information related to Davis-Bacon and Related Acts is available at: http://www.dol.gov/whd/contracts/dbra.htm . 3.15.2. Disadvantaged Business Enterprises (DBEs): Certified DBE's are encouraged to submit proposals for the work being bid. If Certified DBE’s are unable to bid the project directly, and only want to bid on portions of the work, then you are encouraged to seek out a current plan holder. Plan holder lists are posted weekly at: http://bgs.vermont.gov/purchasing, and then click on Construction Bid Tabulations/Plan Holder Lists on the right hand column of the screen. For more information on the DBE Certification application process visit: http://vtrans.vermont.gov/civil-rights/doing-business/dbe-center or contact Sonya Boisvert, 802-279-1330, email: sonya.boisvert@vermont.gov. 3.15.3. Contractors and Subcontractors are required to follow the requirements of 46 CFR 381.7 (a)- (b). For guidance on requirements of Part 381 – Cargo Preference – U.S. Flag Vessels please go to the following web link: https://www.fhwa.dot.gov/construction/cqit/cargo.cfm 3.15.4. Additional requirements associated with this project shall require Contractor compliance with the following: 3.15.4.1. FHWA 1273: http://vtrans.vermont.gov/civil-rights/doing-business/contractors- center/davis-bacon 3.15.4.2. USDOL Vermont Highway Wage Decisions: : http://vtrans.vermont.gov/civil- rights/doing-business/contractors-center/davis-bacon 3.15.4.3. USDOL Building Wage Decisions: http://www.wdol.gov/dba.aspx, click on: State, County then Construction Type (would be Building), then hit search. 3.15.4.4. VTrans CR Contractor and Labor Compliance website: http://vtrans.vermont.gov/civil-rights. 3.15.5. Jobsite Posters: VTrans will be providing the Federal poster package to BGS for use by the Contractor on-site. When a job office is not established due to the nature of the work and/or the length of the contract, the contractor and subcontractors must display all notices or posters at their home offices where hiring is conducted, and each employee must be provided copies of all the notices or posters and sign a statement acknowledging they received and understood the content of all the notices or posters. The signed statement must be included with all invoices. http://www.vtlmi.info/lmipub.htm https://legislature.vermont.gov/statutes/section/29/005/00161 http://www.dol.gov/whd/contracts/dbra.htm http://bgs.vermont.gov/purchasing http://vtrans.vermont.gov/civil-rights/doing-business/dbe-center mailto:sonya.boisvert@vermont.gov https://www.fhwa.dot.gov/construction/cqit/cargo.cfm http://vtrans.vermont.gov/civil-rights/doing-business/contractors-center/davis-bacon http://vtrans.vermont.gov/civil-rights/doing-business/contractors-center/davis-bacon http://www.wdol.gov/dba.aspx Revised June 8, 2023 Page 10 of 14 3.16. MINORITY AND WOMEN BUSINESS ENTERPRISES (M/WBE): 3.16.1. It is the policy of the State of Vermont that M/WBE's shall have the maximum opportunity to participate in the performance of contracts financed with state funds. All Bidders are encouraged to contact M/WBE's in an effort to recruit them to submit proposals for the work or portions thereof. The contractor shall not discriminate on the basis of race, color, national origin or sexual orientation in the award and performance of subcontracts. The Department of Buildings and General Services shall, in accordance with Executive Order #15- 91, and for publicly funded capital construction projects exceeding $50,000.00, comply with the following provisions and requirements. Upon receipt of letter of intent to award contract, the successful bidder shall submit an M/WBE Reporting Form along with certificates of insurance and other pre-contract information. The form includes space to report the name, address and phone number of the M/WBE's contacted, the trade, if their price was included in the bid proposal, and if not, the reason for rejection of their bid. The contract will not be executed until the M/WBE Form is received. Failure to contact M/WBE's on or when projects require sub-contract work may constitute non-compliance and may result in forfeiture of future bidding privileges until resolved. 3.17. PLAN SECURITY CERTIFICATION: Contractor acknowledges that the plans pertaining to this project have been declared exempt from public record inspection for security reasons and have been disclosed to Contractor as per 1 V.S.A. §317(c)(32) for the performance of the Work specified herein. Contractor hereby expressly acknowledges and agrees to disclose plans only to a licensed architect, engineer, or Contractor who is bidding on or performing work on or related to buildings, facilities, infrastructures, system s, or other structures owned, operated, or leased by the state. Furthermore, Contractor agrees to abide by BGS Administrative Policy # 35 and any existing or future directives set forth by the State concerning the copying or distribution of the plans. Fraud, misrepresentation, falsification, or concealing or covering up material facts relating to compliance with these directives may result in one or more of the following actions: termination of the contract(s), suspension of bidding privileges, withholding, deducts, forfeiture of security bonds, and criminal prosecution punishable by imprisonment of up to five years and/or up to a $10,000 fine as per 13 V.S.A. §3016. 3.18. PAYMENTS: 3.18.1. The Contractor will be paid for actual hours worked. Hourly rates shall be inclusive of all fees, including mileage and travel time. Work required during weekends, holidays, or outside of the typical working hours described in 3.3, shall be entitled to a rate increase. Any rate increase shall be identified on the Price Schedule. 4. CONTENT AND FORMAT OF RESPONSES: 4.1. The content and format requirements listed below are the minimum requirements for State evaluation. These requirements are not intended to limit the content of a Bidder’s proposal. Bidders may include additional information or offer alternative solutions for the State’s consideration. However, the State discourages overly lengthy and costly proposals, and Bidders are advised to include only such information in their response as may be relevant to the requirements of this RFP. 4.1.1. Proposals shall not exceed twelve (12) pages, inclusive of the Bid Proposal (8 pages) If required, additional pages may be submitted for additional information as bidder deems appropriate, so long as the submission does not exceed 12 pages. 4.2. Submit one (1) original bid. The bid should include the following: Revised June 8, 2023 Page 11 of 14 4.2.1. Attachment H: Bid Proposal (8 pages). Fill out ALL pages and return it with your bid. 4.2.1.1. Cover Sheet and Required Documents Checklist 4.2.1.2. Contractor Information, Contact Information, District Preferences, Project Value Preferences 4.2.1.3. Qualifications, Experience & References Sheet 4.2.1.4. Price Schedule 4.2.1.5. Certificate of Compliance. This form MUST BE SIGNED for the proposal to be valid. 4.3. COVER LETTER: 4.3.1. Confidentiality. To the extent your bid contains information you consider to be proprietary and confidential, you must comply with the following requirements concerning the contents of your cover letter and the submission of a redacted copy of your bid (or affected portions thereof). 4.3.2. The successful response will become part of the contract file and will become a matter of public record, as will all other responses received. If the response includes material that is considered by the bidder to be proprietary and confidential under the State’s Public Records Act, 1 V.S.A. § 315 et seq., the bidder shall submit a cover letter that clearly identifies each page or section of the response that it believes is proprietary and confidential. The bidder shall also provide in their cover letter a written explanation for each marked section explaining why such material should be considered exempt from public disclosure in the event of a public records request, pursuant to 1 V.S.A. § 317(c), including the prospective harm to the competitive position of the bidder if the identified material were to be released. Additionally, the bidder must include a redacted copy of its response for portions that are considered proprietary and confidential. Redactions must be limited so that the reviewer may understand the nature of the information being withheld. It is typically inappropriate to redact entire pages, or to redact the titles/captions of tables and figures. Under no circumstances can the entire response be marked confidential, and the State reserves the right to disqualify responses so marked. 4.3.3. Exceptions to Terms and Conditions. If the bidder wishes to propose an exception to any terms and conditions set forth in the Standard Contract Form and its attachments, such exceptions must be included in the cover letter to the RFP response. Failure to note exceptions when responding to the RFP will be deemed to be acceptance of the State contract terms and conditions. If exceptions are not noted in the response to this RFP but raised during contract negotiations, the State reserves the right to cancel the negotiation if deemed to be in the best interests of the State. Note that exceptions to contract terms may cause rejection of the proposal. 4.4. CONTRACTOR INFORMATION, SERVICE CATEGORIES, DISTRICT PREFERENCES, PROJECT VALUE PREFERENCES FORM: 4.4.1. Provide Company information and contact information for all projects arising from this contract. 4.4.2. Indicate Service Categories contractor provides. Revised June 8, 2023 Page 12 of 14 4.4.3. Indicate BGS Maintenance Districts contractor is willing to serve (District map is included with this RFP). Districts should be numbered in order of preference 1-7, with 1 being the most preferred and 7 being the least preferred. During contract award, each maintenance district may be awarded up to 6 contractors OR Depending on the number of responses, the number of contracts awarded per maintenance district may be limited to ensure sufficient opportunity for work for those receiving contracts, while maintaining adequate coverage for each district. 4.4.4. Indicate Project Value contractor is interested in bidding on. 4.5. QUALIFICATIONS, EXPERIENCE AND REFERENCES: 4.5.1. Provide details on at least three past projects, describing qualifications and experience relevant to providing the services described in 3.1 of this RFP. Indicate if projects were for the State of Vermont or similar entity. Provide project contact, email address and/or phone number for each project. You must include contact names who can talk knowledgeably about performance. 4.5.2. Provide project history from the previous 12 months if contractor wishes to be considered for projects valued at up to $150,000. List the projects, project value and the date completed. Limit project list to one page, single spaced. If the list is greater than one page, limit the list to the most recent. 4.5.3. Indicate whether contractor has prior experience working within operational medium-level security correctional facilities or mental health care facilities and list up to three relevant projects with completion dates within the past five (5) years. 4.6. PRICE SCHEDULE: 4.6.1. Bidders shall submit their pricing information in the Price Schedule attached to the RFP. 4.7. CERTIFICATE OF COMPLIANCE: 4.7.1. This form must be completed, signed, and submitted as part of the response for the proposal to be considered valid. 5. SUBMISSION INSTRUCTIONS: 5.1. CLOSING DATE: Bids must be received by the due date and at the location specified on the front page of this RFP. 5.1.1. The State may, for cause, issue an addendum to change the date and/or time when bids are due. If a change is made, the State will inform all bidders by posting at the webpage indicated on the front page of this RFP. 5.1.2. There will not be a public bid opening. However, the State will record the name, city and state for any and all bids received by the due date. This information will be posted as promptly as possible following the due date online at: https://bgs.vermont.gov/content/opc- bid-tabulation-sheets-0 . Bidders are hereby notified to review the information posted after the bid opening deadline to confirm receipt of bid by the State. Any bidder that submitted a bid, and is not listed on the bid tabulation sheet, shall promptly notify the State Contact listed on the front page of this RFP. Should a bidder fail to notify the State Contact listed on https://bgs.vermont.gov/content/opc-bid-tabulation-sheets-0 https://bgs.vermont.gov/content/opc-bid-tabulation-sheets-0 Revised June 8, 2023 Page 13 of 14 the front page of this RFP within two weeks of posting the bid tabulation sheet, the State shall not be required to consider the bid. 5.2. BID DELIVERY INSTRUCTIONS: 5.3.1 ELECTRONIC: Electronic bids will be accepted. 5.3.1.1 E-MAIL BIDS. Emailed bids will be accepted. Bids will be accepted via email submission to BGS.VTBids@vermont.gov . Bids must consist of a single email with a single, digitally searchable PDF attachment containing all components of the bid. Multiple emails and/or multiple attachments will not be accepted. There is an attachment size limit of 40 MB. It is the Bidder’s responsibility to compress the PDF file containing its bid if necessary, in order to meet this size limitation. 5.3.1.2 FAX BIDS: Faxed bids will not be accepted. 5.3.2 PAPER FORMAT: Paper format bids will not be accepted. 6. ATTACHMENTS: 6.1. Retainer Contract for Construction Services, with its associated attachments: ✓ Attachment A – Statement of Work ✓ Attachment B – Payment Provisions ✓ Attachment C – “Standard State Provisions for Contracts and Grants” a preprinted form (12/07/23) ✓ Attachment D – General Conditions for Construction Contracts (5/22/19) ✓ Attachment D1 – Sample Statement of Work RFP (SOW-RFP) and Price Proposal Form ✓ Attachment D2 – Statement of Work Agreement Form ✓ Attachment D3 – Statement of Work Amendment Form ✓ Attachment E – Security Requirements • Specification Section 01900 – Security Requirements for Correctional Facilities and Sample Background Check Form • Specification Section 01901 – Security Requirements for Courthouses and Sample Background Check Form • Informational Sheet for Public Safety Buildings and Sample Background Check Form ✓ Attachment F – SEP Project Forms • Sample Contractor’s EEO Certification Form (CA-109) (For projects using SEP Funds) • Sample Debarment and Non-Collusion Affidavit (CA-91) (For projects using SEP Funds) mailto:BGS.VTBids@vermont.gov Revised June 8, 2023 Page 14 of 14 ✓ Attachment G – BGS Maintenance District Map ✓ Attachment H – Bid Proposal Form (8 pages) • Cover Sheet and Required Documents Checklist • Contractor Information, Contact Information, Service Categories, District Preferences, Project Value Preferences • Qualifications, Experience and References • Price Schedule • Certificate of Compliance STATE OF VERMONT STANDARD CONTRACT FOR SERVICES Contract # ________ 1. Parties. This is a contract for services between the State of Vermont, _____________ (hereinafter called “State”), and _____________, with a principal place of business in _____________, (hereinafter called “Contractor”). Contractor’s form of business organization is _____________. It is Contractor’s responsibility to contact the Vermont Department of Taxes to determine if, by law, Contractor is required to have a Vermont Department of Taxes Business Account Number. 2. Subject Matter. The subject matter of this contract is services generally on the subject of Insulation and Air Sealing services. Detailed services to be provided by Contractor are described in Attachment A. 3. Contract Term. The period of contractor’s performance shall begin on START DATE and end on END DATE. 4. Entities Authorized to Use This Agreement. This Contract may be used by (a) all departments, offices, institutions, and other agencies of the State of Vermont and counties (each a “State Purchaser”) according to the process for ordering and other restrictions applicable to State Purchasers set forth herein; and (b) political subdivisions of the State of Vermont and any institution of higher education chartered in Vermont and accredited or holding a certificate of approval from the State Board of Education as authorized under 29 V.S.A. § 902 (each an “Additional Purchaser”). State Purchasers and Additional Purchasers are also referred to herein as a “Purchasing Entity” or “Purchasing Entities”. Issues concerning eligibility to purchase under this Agreement are solely within the authority of the State of Vermont Chief Procurement Officer. The State of Vermont and its officers and employees shall have no responsibility or liability for Additional Purchasers. Each Additional Purchaser is to make its own determination whether this Contract are consistent with its procurement policies and regulations. 5. Prior Approvals. This Contract shall not be binding unless and until all requisite prior approvals have been obtained in accordance with current State law, bulletins, and interpretations. 6. Amendment. No changes, modifications, or amendments in the terms and conditions of this contract shall be effective unless reduced to writing, numbered and signed by the duly authorized representative of the State and Contractor. 7. Termination for Convenience. This contract may be terminated by the State at any time by giving written notice at least thirty (30) days in advance. In such event, Contractor shall be paid under the terms of this contract for all services provided to and accepted by the State prior to the effective date of termination. 8. Attachments. This contract consists of ___ pages including the following attachments which are incorporated herein: Attachment A - Statement of Work Attachment B - Payment Provisions Attachment C – “Standard State Provisions for Contracts and Grants” a preprinted form (12/07/23) Attachment D – General Conditions for Construction Contracts (5/22/19) Attachment D1 – Sample Statement of Work RFP (SOW-RFP) and Price Proposal Form Attachment D2 – Sample Scope of Work Agreement Form Attachment D3 – Sample Scope of Work Amendment Form Attachment E – Security Requirements for Correctional Facilities, Courthouses, and Public Safety Buildings and Sample Background Clearance Forms Attachment F – SEP Project Funds Sample Forms Attachment G - BGS Maintenance District Map 9. Order of Precedence. Any ambiguity, conflict or inconsistency between the documents comprising this contract shall be resolved according to the following order of precedence: (1) Standard Contract (2) Attachment C - (Standard Contract Provisions for Contracts and Grants) (3) Attachment D - General Conditions for Construction Contract (4) Attachment E – Security Requirements for Correctional Facilities, Courthouses, and Public Safety Buildings and Sample Background Clearance Forms (5) Attachment A – Statement of Work (6) Attachment B – Payment Provisions (7) Attachment D1 – Sample Statement of Work RFP and Price Proposal (8) Attachment D2 – Sample Scope of Work Agreement Form (9) Attachment D3 – Sample Scope of Work Amendment Form (10) Attachment F – SEP Project Funds Sample Forms (11) Attachment G – BGS Maintenance District Map WE THE UNDERSIGNED PARTIES AGREE TO BE BOUND BY THIS CONTRACT By the State of Vermont: By the Contractor: Date: Date: Signature: Signature: Name: Name: Title: Title: STATE OF VERMONT STANDARD CONTRACT FOR SERVICES Contract # ________ ATTACHMENT A – STATEMENT OF WORK The Contractor shall provide all labor, materials and equipment necessary to satisfactorily complete Insulation and Air Sealing services as identified below. Contractor shall provide: 1.1 This Contract may be utilized for small Insulation and Air Sealing services projects, emergency repairs, and/or on an as-needed basis. Projects are not to exceed ($50,000.00) ($150,000.00), including all costs associated with the individual project, such as labor, material, equipment, etc. 1.2 All Contractor work performed under this contract shall be planned and scheduled by Project Managers from the Agency/Department coordinating the work. The Project Manager will work closely with both Contractor and the Agency/Department requiring the work and will approve all invoices for work completed under this Contract. 1.2.1 If the Contractor is selected to perform work on a project, the Agency/Department will issue a Purchase Order (PO) with a project Statement of Work and the Project Manager shall provide a PO number to the Contractor to reference on their invoice for services completed under that specific work assignment. 1.2.2 The resultant Purchase Order will be administered by the Agency/Department coordinating the work. 1.3 Contractor’s typical working hours under this Contract will range between 6:00 AM and 5:00 PM, Monday through Friday, but occasions may arise which would require work to be performed before or after these hours, on weekends, or Federal government observed holidays. The typical working hours may vary by the type of facility or the operational needs of the Agency/Department where work is being performed and, if typical work hours vary from the above, such hours will be established at the beginning of each project. 1.4 Contractor shall notify the Project Manager of any maintenance related issues that are discovered while performing work. 1.5 All unclaimed work articles found in or about the work area by the Contractor shall be turned in immediately to the Project Manager, with the location where the article was found. 1.6 Contractor acknowledges that security procedures in some State buildings require a background clearance be performed on any contractor working inside the building, prior to beginning work. Projects at Correctional Facilities, Courthouses, and Public Safety buildings may all require clearances. 1.7 Contractor shall secure and pay for any permits and inspections required by the authorities having jurisdiction, or for warranty purposes. Contractor shall ensure that any inspections are made by the appropriate State or local authority having jurisdiction, or manufacturer from which the warranty will be issued. 1.8 Subcontractors, if required, shall be approved in writing by the Project Manager prior to performing work as part of the contract. 1.9 SITE SUPERVISION: 1.9.1 Contractor shall provide adequate supervision of his employees to ensure complete and satisfactory performance of all work in accordance with the terms of the contract. Contractor shall have a responsible supervisor on the job at all times when the work of the contract is being carried out. 1.9.2 Contractor's site supervisor shall be responsible for communication with the State's representatives and shall meet with the Project Manager at the site on a weekly basis to discuss project status, including any problems, ideas, or concerns related to the project work. 1.9.3 Contractor and its employees shall be subject to all applicable State and Federal statutes and regulations for the conduct of personnel. 1.9.4 The Contractor shall provide adequate supervision of his/her subcontractors and their employees at all times. 1.10 WORKMANSHIP AND MATERIALS: 1.10.1 Contractor shall furnish all supervision, labor, transportation, materials, tools and equipment necessary to satisfactorily complete the service in a manner consistent with the Project Manager’s plan and schedule. Contractor’s equipment shall be of the size and type appropriate for completing the various types of work described in the contract or any associating Purchase Order. Contractor shall ensure that any equipment considered by the Project Manager to be improper or inadequate for this purpose is removed from the site and replaced with satisfactory equipment. 1.10.2 All work performed under this contract shall be completed in accordance with local, state, and national codes and standards, and other recognized industry standards associated with the work. 1.10.3 The Contractor guarantees that all materials shall be of the best quality, that all work shall be done in a professional manner, and that all aspects of the project will be delivered in good working order, complete and perfect in every respect, and that all systems and materials necessary to make the project completely operational as contemplated by the above description of the project, even if those systems and materials are not specifically described in this Contract, shall be included in the contract price. 1.10.4 Contractor shall ensure that all supplies, equipment and machines shall be kept free of traffic lanes or other areas that may be hazardous. Contractor shall further ensure that all dirt and debris resulting from the work under this contract shall be disposed of at the end of each day or at the completion of work in each building. 1.10.5 Contractor shall, at no additional cost to the State, repair furnishings, equipment, facilities or other property of the State damaged by Contractor, its officers, employees, agents, contractors, subcontractors and invitees. Contractor acknowledges that the determination of the need for, and extent of, any repair work shall be made at the sole discretion of the Project Manager. 1.10.6 (REMOVE IF NOT APPLICABLE) It is the contractor’s responsibility to contact Dig-Safe prior to beginning any excavation work. For private complexes, such as prisons, the contractor will need to contact a private underground utility locator prior to beginning work. 1.10.7 (REMOVE IF NOT APPLICABLE) Insert any additional BGS policy/procedure/protocol, etc. required for the RFP category here. Each BGS policy/procedure/protocol should have a new paragraph. 1.11 In the event of Contractor default, the State may procure the services, materials and/or supplies from other sources and hold Contractor responsible for any excess cost occasioned thereby, provided that, if public necessity requires the use of services, materials and/or supplies not conforming to the specifications, they may be accepted and payment therefore shall be made at a proper reduction in price. 1.12 FUNDING SOURCE: This project is being funded, in whole or in part, through the state’s capital construction act(s) and shall require compliance with the Vermont Prevailing Wage and Fringe Benefit Rate requirements (reference Instructions to Bidders, Prevailing Wage Rate Requirements). A complete list of occupations and associated wage rates are available on the internet at: http://www.vtlmi.info/lmipub.htm . 1.13 Vermont Prevailing Wage Rate Requirements. Vermont law requires State construction projects exceeding $100,000 comply with the prevailing wage rate requirements set forth in 29 V.S.A. §161. The full text of 29 V.S.A. §161 is available at: https://legislature.vermont.gov/statutes/section/29/005/00161 1.14 For projects using Special Experimental Projects (SEP) funds, the following shall apply and be identified in the SOW-RFP of the individual project, as well as the resulting SOW-PO and/or SOW-Agreement. 1.14.1 FUNDING SOURCE: This project is being funded using federal monies and shall require compliance with the Davis-Bacon Act. Wages shall be paid using rates no less than those established under the Davis-Bacon prevailing wage rates. Complete information related to Davis-Bacon and Related Acts is available at: http://www.dol.gov/whd/contracts/dbra.htm . 1.14.2 Disadvantaged Business Enterprises (DBEs): Certified DBE's are encouraged to submit proposals for the work being bid. If Certified DBE’s are unable to bid the project directly, and only want to bid on portions of the work, then you are encouraged to seek out a current plan holder. Plan holder lists are posted weekly at: http://bgs.vermont.gov/purchasing, and then click on Construction Bid Tabulations/Plan Holder Lists on the right hand column of the screen. For more information on the DBE Certification application process visit: http://vtrans.vermont.gov/civil- rights/doing-business/dbe-center or contact Sonya Boisvert, 802-279-1330, email: sonya.boisvert@vermont.gov . 1.14.3 Contractors and Subcontractors are required to follow the requirements of 46 CFR 381.7 (a)-(b). For guidance on requirements of Part 381 – Cargo Preference – U.S. Flag Vessels please go to the following web link: https://www.fhwa.dot.gov/construction/cqit/cargo.cfm 1.14.4 Additional requirements associated with this project shall require Contractor compliance with the following: 1.14.4.1 FHWA 1273: http://vtrans.vermont.gov/civil-rights/doing-business/contractors- center/davis-bacon 1.14.4.2 USDOL Vermont Highway Wage Decisions: : http://vtrans.vermont.gov/civil-rights/doing- business/contractors-center/davis-bacon 1.14.4.3 USDOL Building Wage Decisions: http://www.wdol.gov/dba.aspx, click on: State, County then Construction Type (would be Building), then hit search. 1.14.4.4 VTrans CR Contractor and Labor Compliance website: http://vtrans.vermont.gov/civil- rights. 1.14.5 Jobsite Posters: VTrans will be providing the Federal poster package to BGS for use by the Contractor on-site. When a job office is not established due to the nature of the work and/or the length of the contract, the contractor and subcontractors must display all notices or posters at their home offices where hiring is conducted, and each employee must be provided copies of all the notices or posters and sign a statement acknowledging they received and understood the content of all the notices or posters. The signed statement must be included with all invoices. http://www.dol.gov/whd/contracts/dbra.htm http://bgs.vermont.gov/purchasing http://vtrans.vermont.gov/civil-rights/doing-business/dbe-center http://vtrans.vermont.gov/civil-rights/doing-business/dbe-center mailto:sonya.boisvert@vermont.gov https://www.fhwa.dot.gov/construction/cqit/cargo.cfm http://vtrans.vermont.gov/civil-rights/doing-business/contractors-center/davis-bacon http://vtrans.vermont.gov/civil-rights/doing-business/contractors-center/davis-bacon http://vtrans.vermont.gov/civil-rights/doing-business/contractors-center/davis-bacon http://vtrans.vermont.gov/civil-rights/doing-business/contractors-center/davis-bacon http://www.wdol.gov/dba.aspx http://vtrans.vermont.gov/civil-rights http://vtrans.vermont.gov/civil-rights 1.15 Types of Insulation and Air Sealing services contractor shall provide: ☐ Fiberglass Batt/ Mineral Wool Insulation ☐ Closed-Cell Spray Foam Insulation ☐ Loose-pack Cellulose Insulation ☐ Open Cell Spray Foam Insulation ☐ Dense-pack Cellulose Insulation ☐ Air-Sealing ☐ Other (Please Describe) ____________________________________________ 1.16 BGS Maintenance Districts contractor shall provide service in: ☐ District 1 – Montpelier/Berlin/Barre ☐ District 2 – Waterbury/Hyde Park/Middlesex ☐ District 3 - Northwest ☐ District 4 - Northeast ☐ District 5 - Southwest ☐ District 6 - Southeast ☐ District 7 - W. Springfield, MA (VT Building at Eastern States Exposition) STATE OF VERMONT STANDARD CONTRACT FOR SERVICES Contract # ________ ATTACHMENT B – PAYMENT PROVISIONS The maximum dollar amount payable under this contract is not intended as any form of a guaranteed amount. Contractor will be paid for products or services actually delivered or performed, as specified in Attachment A, up to the maximum allowable amount specified on page 1 of this contract. 1. Prior to commencement of work and release of any payments, Contractor shall submit to the State: 1.1. a certificate of insurance consistent with the requirements set forth in Attachment C, Section 8 (Insurance), and with any additional requirements for insurance as may be set forth elsewhere in this contract; and 1.2. a current IRS Form W-9 (signed within the last six months). 2. Payment terms are Net 30 days from the date the State receives an error-free invoice with all necessary and complete supporting documentation. 3. In consideration of the services performed by Contractor, the State shall pay Contractor in accordance with the following schedule of rates. These rates are inclusive of all fees and expenses including mileage and travel time: Job Title/Equipment Rates UOM Hourly Rate (HR)/ Unit Rate (UR) Hourly rate for off- hours, weekends, holidays $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ 4. Contractor Material Mark-up: The State will not consider any contractor’s material mark-up exceeding 10% over Contractor’s actual cost. 5. The State will not consider any mark-up exceeding 5%, by the contractor, on any work performed by subcontractors. 6. The State will not consider any subcontractor’s material mark-up exceeding 10% over the subcontractor’s actual cost. 7. Contractor shall submit detailed invoices itemizing all work performed during the invoice period, including the dates of service, rates of pay, hours of work performed, and any other information and/or documentation appropriate and sufficient to substantiate the amount invoiced for payment by the State. 7.1. Services may be issued on a time and materials basis or a fixed price. The following information is required on all invoices: 7.1.1. All invoices must include the Contract # and numbered invoice for this contract; 7.1.2. Time frame indicated of when work was performed; 7.1.3. Copy of quote originally submitted; 7.1.4. The agreed to markup for profit and overhead unless a previously agreed to billing schedule was approved in the contract; 7.1.5. Certification that the contractor has no ownership (majority or minority) in any subcontractor they claim for profit and overhead; 7.1.6. Provide supporting documentation of material costs, in accordance with the percentage specified in the contract. This supporting documentation is required for verification. 7.2. For projects billed on a Time & Materials basis, the following additional information must be included: 7.2.1. Invoices shall include description of work, # of hours worked if applicable, including copies of time sheets and a certified payroll following the USDOL form (or comparable). 7.2.2. Copies of original receipts for all materials purchased or costs incurred as a result of the scope of work. 8. Contractor shall submit invoices to the State in accordance with the schedule set forth in this Attachment B. Unless a more particular schedule is provided herein, invoices shall be submitted not more frequently than monthly. Invoices shall be submitted to the State Agency/Department requesting services. 9. This contract can be extended for one (1) additional 24-month period with mutual agreement between both parties at a rate not to exceed _____%. Attachment C - Page 1 of 5 ATTACHMENT C: STANDARD STATE PROVISIONS FOR CONTRACTS AND GRANTS REVISED DECEMBER 4, 2023 1. Definitions: For purposes of this Attachment, “Party” shall mean the Contractor, Grantee, or Subrecipient, with whom the State of Vermont is executing this Agreement and consistent with the form of the Agreement. “Agreement” shall mean the specific contract or grant to which this form is attached. 2. Entire Agreement: This Agreement, whether in the form of a contract, State-funded grant, or Federally-funded grant, represents the entire agreement between the parties on the subject matter. All prior agreements, representations, statements, negotiations, and understandings shall have no effect. Where an authorized individual is either required to click-through or otherwise accept, or made subject to, any electronic terms and conditions to use or access any product or service provided hereunder, such terms and conditions are not binding and shall have no force or effect. Further, any terms and conditions of Party’s invoice, acknowledgment, confirmation, or similar document, shall not apply, and any such terms and conditions on any such document are objected to without need of further notice or objection. 3. Governing Law, Jurisdiction and Venue; No Waiver of Jury Trial: This Agreement will be governed by the laws of the State of Vermont without resort to conflict of laws principles. Any action or proceeding brought by either the State or the Party in connection with this Agreement shall be brought and enforced in the Superior Court of the State of Vermont, Civil Division, Washington Unit. The Party irrevocably submits to the jurisdiction of this court for any action or proceeding regarding this Agreement. The Party agrees that it must first exhaust any applicable administrative remedies with respect to any cause of action that it may have against the State regarding its performance under this Agreement. Party agrees that the State shall not be required to submit to binding arbitration or waive its right to a jury trial. 4. Sovereign Immunity: The State reserves all immunities, defenses, rights, or actions arising out of the State’s sovereign status or under the Eleventh Amendment to the United States Constitution. No waiver of the State’s immunities, defenses, rights, or actions shall be implied or otherwise deemed to exist by reason of the State’s entry into this Agreement. 5. No Employee Benefits For Party: The Party understands that the State will not provide any individual retirement benefits, group life insurance, group health and dental insurance, vacation or sick leave, workers compensation or other benefits or services available to State employees, nor will the State withhold any state or Federal taxes except as required under applicable tax laws, which shall be determined in advance of execution of the Agreement. The Party understands that all tax returns required by the Internal Revenue Code and the State of Vermont, including but not limited to income, withholding, sales and use, and rooms and meals, must be filed by the Party, and information as to Agreement income will be provided by the State of Vermont to the Internal Revenue Service and the Vermont Department of Taxes. 6. Independence: The Party will act in an independent capacity and not as officers or employees of the State. 7. Defense and Indemnity: A. The Party shall defend the State and its officers and employees against all third-party claims or suits arising in whole or in part from any act or omission of the Party or of any agent of the Party in connection with the performance of this Agreement. The State shall notify the Party in the event of any such claim or suit, and the Party shall immediately retain counsel and otherwise provide a complete defense against the entire claim or suit. The State retains the right to participate at its own expense in the defense of any claim. The State shall have the right to approve all proposed settlements of such claims or suits. B. After a final judgment or settlement, the Party may request recoupment of specific defense costs and may file suit in Washington Superior Court requesting recoupment. The Party shall be entitled to recoup costs only upon a showing that such costs were entirely unrelated to the defense of any claim arising from an act or omission of the Party in connection with the performance of this Agreement. C. The Party shall indemnify the State and its officers and employees if the State, its officers, or employees become legally obligated to pay any damages or losses arising from any act or omission of the Party or an agent of the Party in connection with the performance of this Agreement. D. Notwithstanding any contrary language anywhere, in no event shall the terms of this Agreement or any document furnished by the Party in connection with its performance under this Agreement obligate the State to (1) defend or indemnify the Party or any third party, or (2) otherwise be liable for the expenses or reimbursement, including attorneys’ fees, collection Attachment C - Page 2 of 5 costs or other costs of the Party or any third party. 8. Insurance: During the term of this Agreement, Party, at its expense, shall maintain in full force and effect the insurance coverages set forth in the Vermont State Insurance Specification in effect at the time of incorporation of this Attachment C into this Agreement. The terms of the Vermont State Insurance Specification are hereby incorporated by reference into this Attachment C as if fully set forth herein. A copy of the Vermont State Insurance Specification is available at: https://aoa.vermont.gov/Risk- Claims-COI. 9. Reliance by the State on Representations: All payments by the State under this Agreement will be made in reliance upon the accuracy of all representations made by the Party in accordance with this Agreement, including but not limited to bills, invoices, progress reports, and other proofs of work. 10. False Claims Act: Any liability to the State under the Vermont False Claims Act (32 V.S.A. § 630 et seq.) shall not be limited notwithstanding any agreement of the State to otherwise limit Party’s liability. 11. Whistleblower Protections: The Party shall not discriminate or retaliate against one of its employees or agents for disclosing information concerning a violation of law, fraud, waste, abuse of authority, or acts threatening health or safety, including but not limited to allegations concerning the False Claims Act. Further, the Party shall not require such employees or agents to forego monetary awards as a result of such disclosures, nor should they be required to report misconduct to the Party or its agents prior to reporting to any governmental entity and/or the public. 12. Use and Protection of State Information: A. As between the State and Party, “State Data” includes all data received, obtained, or generated by the Party in connection with performance under this Agreement. Party acknowledges that certain State Data to which the Party may have access may contain information that is deemed confidential by the State, or which is otherwise confidential by law, rule, or practice, or otherwise exempt from disclosure under the State of Vermont Access to Public Records Act, 1 V.S.A. § 315 et seq. (“Confidential State Data”). B. With respect to State Data, Party shall: i. take reasonable precautions for its protection; ii. not rent, sell, publish, share, or otherwise appropriate it; and iii. upon termination of this Agreement for any reason, Party shall dispose of or retain State Data if and to the extent required by this Agreement, law, or regulation, or otherwise requested in writing by the State. C. With respect to Confidential State Data, Party shall: i. strictly maintain its confidentiality; ii. not collect, access, use, or disclose it except as necessary to provide services to the State under this Agreement; iii. provide at a minimum the same care to avoid disclosure or unauthorized use as it provides to protect its own similar confidential and proprietary information; iv. implement and maintain administrative, technical, and physical safeguards and controls to protect against any anticipated threats or hazards or unauthorized access or use; v. promptly notify the State of any request or demand by any court, governmental agency or other person asserting a demand or request for Confidential State Data so that the State may seek an appropriate protective order; and vi. upon termination of this Agreement for any reason, and except as necessary to comply with subsection B.3 above in this section, return or destroy all Confidential State Data remaining in its possession or control. D. If Party is provided or accesses, creates, collects, processes, receives, stores, or transmits Confidential State Data in any electronic form or media, Party shall utilize: i. industry-standard firewall protection; ii. multi-factor authentication controls; iii. encryption of electronic Confidential State Data while in transit and at rest; iv. measures to ensure that the State Data shall not be altered without the prior written consent of the State; v. measures to protect against destruction, loss, or damage of State Data due to potential environmental hazards, such as fire and water damage; https://aoa.vermont.gov/Risk-Claims-COI https://aoa.vermont.gov/Risk-Claims-COI Attachment C - Page 3 of 5 vi. training to implement the information security measures; and vii. monitoring of the security of any portions of the Party’s systems that are used in the provision of the services against intrusion. E. No Confidential State Data received, obtained, or generated by the Party in connection with performance under this Agreement shall be processed, transmitted, stored, or transferred by any means outside the United States, except with the express written permission of the State. F. Party shall notify the State within twenty-four hours after becoming aware of any unauthorized destruction, loss, alteration, disclosure of, or access to, any State Data. G. State of Vermont Cybersecurity Standard Update: Party confirms that all products and services provided to or for the use of the State under this Agreement shall be in compliance with State of Vermont Cybersecurity Standard Update in effect at the time of incorporation of this Attachment C into this Agreement. The State of Vermont Cybersecurity Standard Update prohibits the use of certain branded products in State information systems or any vendor system, and a copy is available at: https://digitalservices.vermont.gov/cybersecurity/cybersecurity-standards-and-directives H. In addition to the requirements of this Section 12, Party shall comply with any additional requirements regarding the protection of data that may be included in this Agreement or required by law or regulation. 13. Records Available for Audit: The Party shall maintain all records pertaining to performance under this Agreement. “Records” means any written or recorded information, regardless of physical form or characteristics, which is produced or acquired by the Party in the performance of this Agreement. Records produced or acquired in a machine-readable electronic format shall be maintained in that format. The records described shall be made available at reasonable times during the period of this Agreement and for three years thereafter or for any period required by law for inspection by any authorized representatives of the State or Federal Government. If any litigation, claim, or audit is started before the expiration of the three-year period, the records shall be retained until all litigation, claims, or audit findings involving the records have been resolved. 14. Fair Employment Practices and Americans with Disabilities Act: Party agrees to comply with the requirement of 21 V.S.A. Chapter 5, Subchapter 6, relating to fair employment practices, to the full extent applicable, and shall include this provision in all subcontracts for work performed in Vermont. Party shall also ensure, to the full extent required by the Americans with Disabilities Act of 1990, as amended, that qualified individuals with disabilities receive equitable access to the services, programs, and activities provided by the Party under this Agreement. 15. Offset: The State may offset any sums which the Party owes the State against any sums due the Party under this Agreement; provided, however, that any offset of amounts due the State of Vermont as taxes shall be in accordance with the procedures more specifically provided in 32 V.S.A. § 3113. 16. Taxes Due to the State: Party certifies under the pains and penalties of perjury that, as of the date this Agreement is signed, the Party is in good standing with respect to, or in full compliance with, a plan to pay any and all taxes due the State of Vermont. 17. Taxation of Purchases: All State purchases must be invoiced tax free. An exemption certificate will be furnished upon request with respect to otherwise taxable items. 18. Child Support: (Only applicable if the Party is a natural person, not a corporation or partnership.) Party states that, as of the date this Agreement is signed, Party is not under an obligation to pay child support or is in good standing with respect to or in full compliance with a plan to pay any and all child support payable under a support order. Party makes this statement with regard to support owed to any and all children residing in Vermont. In addition, if the Party is a resident of Vermont, Party makes this statement with regard to support owed to any and all children residing in any other state or territory of the United States. 19. Sub-Agreements: Party shall not assign, subcontract, or subgrant the performance of this Agreement or any portion thereof to any other Party without the prior written approval of the State. Party shall be responsible and liable to the State for all acts or omissions of subcontractors and any other person performing work under this Agreement pursuant to an agreement with Party or any subcontractor. In the case this Agreement is a contract with a total cost in excess of $250,000, the Party shall provide to the State a list of all proposed subcontractors and subcontractors’ subcontractors, together with the identity of those subcontractors’ workers compensation insurance providers, and additional required or requested information, as applicable, in accordance with Section 32 of The Vermont Recovery and Reinvestment Act of 2009 (Act No. 54), as amended by Section 17 of Act No. 142 (2010) and by https://digitalservices.vermont.gov/cybersecurity/cybersecurity-standards-and-directives Attachment C - Page 4 of 5 Section 6 of Act No. 50 (2011). Party shall include the following provisions of this Attachment C in all subcontracts for work performed solely for the State of Vermont and subcontracts for work performed in the State of Vermont: Section 10 (“False Claims Act”); Section 11 (“Whistleblower Protections”); Section 12 (“Confidentiality and Protection of State Information”); Section 14 (“Fair Employment Practices and Americans with Disabilities Act”); Section 16 (“Taxes Due the State”); Section 18 (“Child Support”); Section 20 (“No Gifts or Gratuities”); Section 22 (“Certification Regarding Debarment”); Section 30 (“State Facilities”); and Section 32.A (“Certification Regarding Use of State Funds”). 20. No Gifts or Gratuities: Party shall not give title or possession of anything of substantial value (including property, currency, travel, and/or education programs) to any officer or employee of the State during the term of this Agreement. 21. Regulation of Hydrofluorocarbons: Party confirms that all products provided to or for the use of the State under this Agreement shall not contain hydrofluorocarbons, as prohibited under 10 V.S.A. § 586. 22. Certification Regarding Debarment: Party certifies under pains and penalties of perjury that, as of the date that this Agreement is signed, neither Party nor Party’s principals (officers, directors, owners, or partners) are presently debarred, suspended, proposed for debarment, declared ineligible, or excluded from participation in Federal programs, or programs supported in whole or in part by Federal funds. Party further certifies under pains and penalties of perjury that, as of the date that this Agreement is signed, Party is not presently debarred, suspended, nor named on the State’s debarment list at: https://bgs.vermont.gov/purchasing-contracting/debarment. 23. Conflict of Interest: Party shall fully disclose, in writing, any conflicts of interest or potential conflicts of interest. 24. Vermont Public Records Act: Party acknowledges and agrees that this Agreement, any and all information obtained by the State from the Party in connection with this Agreement, and any obligations of the State to maintain the confidentiality of information are subject to the State of Vermont Access to Public Records Act, 1 V.S.A. § 315 et seq. 25. Force Majeure: Neither the State nor the Party shall be liable to the other for any failure or delay of performance of any obligations under this Agreement to the extent such failure or delay shall have been wholly or principally caused by acts or events beyond its reasonable control rendering performance illegal or impossible (excluding strikes or lockouts) (“Force Majeure”). Where Force Majeure is asserted, the nonperforming party must prove that it made all reasonable efforts to remove, eliminate or minimize such cause of delay or damages, diligently pursued performance of its obligations under this Agreement, substantially fulfilled all non-excused obligations, and timely notified the other party of the likelihood or actual occurrence of an event described in this paragraph. 26. Marketing: Party shall not use the State’s logo or otherwise refer to the State in any publicity materials, information pamphlets, press releases, research reports, advertising, sales promotions, trade shows, or marketing materials or similar communications to third parties except with the prior written consent of the State. 27. Termination: A. Non-Appropriation: If this Agreement extends into more than one fiscal year of the State (July 1 to June 30), and if appropriations are insufficient to support this Agreement, the State may cancel this Agreement at the end of the fiscal year, or otherwise upon the expiration of existing appropriation authority. In the case that this Agreement is funded in whole or in part by Federal funds, and in the event Federal funds become unavailable or reduced, the State may suspend or cancel this Agreement immediately, and the State shall have no obligation to pay Party from State revenues. B. Termination for Cause: Either party may terminate this Agreement if a party materially breaches its obligations under this Agreement, and such breach is not cured within thirty (30) days after delivery of the non-breaching party’s notice or such longer time as the non-breaching party may specify in the notice. C. Termination Assistance: Upon nearing the end of the final term or termination of this Agreement, without respect to cause, the Party shall take all reasonable and prudent measures to facilitate any transition required by the State. All State property, tangible and intangible, shall be returned to the State upon demand at no additional cost to the State in a format acceptable to the State. 28. Continuity of Performance: In the event of a dispute between the Party and the State, each party will continue to perform its obligations under this Agreement during the resolution of the dispute until this Agreement is terminated in accordance with its terms. https://bgs.vermont.gov/purchasing-contracting/debarment Attachment C - Page 5 of 5 29. No Implied Waiver of Remedies: Either party’s delay or failure to exercise any right, power, or remedy under this Agreement shall not impair any such right, power, or remedy, or be construed as a waiver of any such right, power, or remedy. All waivers must be in writing. 30. State Facilities: If the State makes space available to the Party in any State facility during the term of this Agreement for purposes of the Party’s performance under this Agreement, the Party shall only use the space in accordance with all policies and procedures governing access to, and use of, State facilities, which shall be made available upon request. State facilities will be made available to Party on an “AS IS, WHERE IS” basis, with no warranties whatsoever. 31. Requirements Pertaining Only to Federal Grants and Subrecipient Agreements: If this Agreement is a grant that is funded in whole or in part by Federal funds: A. Requirement to Have a Single Audit: The Subrecipient will complete the Subrecipient Annual Report annually within 45 days after its fiscal year end, informing the State of Vermont whether or not a Single Audit is required for the prior fiscal year. If a Single Audit is required, the Subrecipient will submit a copy of the audit report to the Federal Audit Clearinghouse within nine months. If a single audit is not required, only the Subrecipient Annual Report is required. A Single Audit is required if the subrecipient expends $750,000 or more in Federal assistance during its fiscal year and must be conducted in accordance with 2 CFR Chapter I, Chapter II, Part 200, Subpart F. The Subrecipient Annual Report is required to be submitted within 45 days, whether or not a Single Audit is required. B. Internal Controls: In accordance with 2 CFR Part II, §200.303, the Party must establish and maintain effective internal control over the Federal award to provide reasonable assurance that the Party is managing the Federal award in compliance with Federal statutes, regulations, and the terms and conditions of the award. These internal controls should be in compliance with guidance in “Standards for Internal Control in the Federal Government” issued by the Comptroller General of the United States and the “Internal Control Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission. C. Mandatory Disclosures: In accordance with 2 CFR Part II, §200.113, Party must disclose, in a timely manner, in writing to the State, all violations of Federal criminal law involving fraud, bribery, or gratuity violations potentially affecting the Federal award. Failure to make required disclosures may result in the imposition of sanctions which may include disallowance of costs incurred, withholding of payments, termination of the Agreement, suspension/debarment, etc. 32. Requirements Pertaining Only to State-Funded Grants: A. Certification Regarding Use of State Funds: If Party is an employer and this Agreement is a State-funded grant in excess of $1,000, Party certifies that none of these State funds will be used to interfere with or restrain the exercise of Party’s employee’s rights with respect to unionization. B. Good Standing Certification (Act 154 of 2016): If this Agreement is a State-funded grant, Party hereby represents: (i) that it has signed and provided to the State the form prescribed by the Secretary of Administration for purposes of certifying that it is in good standing (as provided in Section 13(a)(2) of Act 154) with the Agency of Natural Resources and the Agency of Agriculture, Food and Markets, or otherwise explaining the circumstances surrounding the inability to so certify; and (ii) that it will comply with the requirements stated therein. (End of Standard Provisions) 1 STATE OF VERMONT STANDARD FORM GENERAL CONDITIONS FOR CONSTRUCTION CONTRACTS (May 22, 2019) The following general conditions are for use with all construction contracts with the State of Vermont, administered through the Department of Buildings and General Services. These general conditions will be attached to, and become part of, the Contract Documents. If there is a conflict between the terms and conditions stated in these general conditions and the terms and conditions contained in the State-Contractor Agreement; the terms of the State-Contractor Agreement control. ARTICLE 1 CONTRACT DOCUMENTS 1.1 DEFINITIONS The term “State-Contractor Agreement” refers to the specific agreement between the State of Vermont and a particular contractor whereby the State and the contractor identify, explain and agree to the specific contractual obligations of each party and identify the nature and scope of a particular project. The “State-Contractor Agreement” will utilize one of the following construction delivery methods: (i) A general contractor hired by the State to provide all services necessary for the construction of the particular project. The general contractor is responsible for completing the particular project for a fixed price; (ii) a construction manager hired by the State to provide professional services and act as a consultant to the State in the design development and construction phases and to deliver the particular project for a Guaranteed Maximum Price; or (iii) a design-build contractor hired by the State to provide both design and construction services, under a single contract, for a particular project. 1.1.1 THE CONTRACT DOCUMENTS The Contract Documents consist of the State-Contractor Agreement, the Conditions of the Contract (General, Supplementary and other Conditions), the Drawings, the Specifications, and all Addenda issued prior to bid opening and any Change Orders after execution of the Contract. 1.1.2 THE CONTRACT Lauren.Washburn Typewritten Text ATTACHMENT D 2 The Contract Documents form the contract for construction. This contract represents the entire and integrated agreement between the parties and supersedes all prior negotiations, representations, or agreements, either written or oral. The contract may only be amended by Change Order. The Contract Documents shall not be construed to create any contractual relationship of any kind between the Architect and the Contractor, but the Architect shall be entitled to performance of obligations intended for his benefit, and to enforcement thereof. Nothing contained in the Contract Documents shall create any contractual relationship between the State or the Architect and any Subcontractor or Sub-subcontractor. 1.1.3 THE WORK The Work comprises the completed construction required by the Contract Documents and includes all labor necessary to produce such construction, and all materials and equipment incorporated or to be incorporated in such construction. 1.1.4 THE PROJECT The Project is the total construction of which the Work performed under the Contract Documents may be the whole or a part. 1.1.5 PROJECT MANAGER The term “Project Manager” refers to the employee of the State who has been assigned responsibility for overseeing and managing the proper and timely implementation of the project. 1.2 EXECUTION & INTENT 1.2.1 Upon request, the State-Contractor Agreement will be signed in duplicate by the State and Contractor. 1.2.2 By executing the Contract, the Contractor represents that he or she has visited and examined the site; is fully informed as to the extent and character of the Project; familiarized himself or herself with the local conditions under which the Work is to be performed, and correlated his / her observations with the requirements of the Contract Documents and understands that no consideration will be given for any alleged misunderstanding of same. 1.2.3 The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the Work. The Contract Documents are complementary, and what is required by any one shall be as binding as, if required by all. Work not covered in the Contract Documents will not be required unless it is consistent with the Contract Documents and is reasonably inferable from the Contract Documents as being necessary to produce the intended results. Words and abbreviations which have well-known technical or trade meanings are used in the Contract Documents in accordance with such recognized meanings. 1.2.4 The organization of the Specifications into divisions, sections and articles, and the arrangement of Drawings shall not control the Contractor in dividing the Work among 3 Subcontractors or in establishing the extent of Work to be performed by any trade. 1.3 OWNERSHIP AND USE OF DOCUMENTS 1.3.1 All drawings, specifications, estimates, and all other documents, including shop drawings and calculations, prepared at any time in connection with the Project, shall, upon payment for services in connection therewith, become the sole property of the State. ARTICLE 2 ARCHITECT 2.1 DEFINITION The term Architect, as used in this document, means a person, or entity, lawfully licensed to practice architecture or a person or entity lawfully licensed to provide professional engineering services and has been identified as such in the State-Contractor Agreement. The term Architect means the Architect or his / her authorized representative. These General Conditions are applicable whether or not an Architect is utilized for a particular project. In the event that an Architect has not been utilized for the project, the Project Manager will be responsible for administration of the contract as specifically enumerated in paragraph 2.2. All other functions, duties, or obligations of the Architect, under these General Conditions, in the absence of an Architect, will be performed by the Project Manager. 2.2 ADMINISTRATION OF THE CONTRACT 2.2.1 The Architect will provide administration of the Contract as hereinafter described. 2.2.2 The Architect will be the State's representative during construction and until final payment is due. The Architect will advise and consult with the State. The State's instructions to the Contractor shall be forwarded through the Architect. The Architect will have authority to act on behalf of the State only to the extent provided in the Contract Documents, unless otherwise modified by written instrument in accordance with Subparagraph 2.2.10. 2.2.3 The Architect will visit the site at intervals appropriate to the stage of construction to familiarize himself or herself generally with the progress and quality of the Work and to determine in general if the Work is proceeding in accordance with the Contract Documents. However, the Architect will not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the Work. On the basis of his or her on-site observations as an architect, he or she will keep the State informed of the progress of the Work, and will endeavor to guard the State against defects and deficiencies in the Work of the Contractor. 2.2.4 The Architect will not be responsible for and will not have control or charge of construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the Work, and he or she will not be responsible for the Contractor's failure to carry out the Work in accordance with the Contract Documents. The Architect will not be responsible for or have control or charge over the acts or omissions of the Contractor, 4 Subcontractors, or any of their agents or employees, or any other persons performing any of the Work. 2.2.5 The Architect shall at all times have access to the Work wherever it is in preparation and progress. The Contractor shall provide facilities for such access so the Architect may perform his or her functions under the Contract Documents. 2.2.6 Based on the Architect's observations of the Work and an evaluation of the Contractor's Applications for Payment, the Architect will determine the amounts owing to the Contractor and will issue Certificates for Payment in such amounts, as provided in Paragraph 9.4 of these General Conditions. 2.2.7 The Architect will review and approve or take other appropriate action upon Contractor's submittals such as Shop Drawings, Product Data and Samples, but only for conformance with the design concept of the Work and with the information given in the Contract Documents. Such action shall be taken with reasonable promptness so as to cause no delay. 2.2.8 The Architect will prepare Change Orders in accordance with Article 12. The Architect has authority to order minor changes in the Work with the consent of the owner. 2.2.9 The Architect will conduct inspections to determine the dates of Substantial Completion and final completion, will receive and forward to the State for the State's review written warranties and related documents required by the Contract and assembled by the Contractor, and will issue a final Certificate for Payment upon compliance with the requirements of Paragraph 9.9. 2.2.10 The duties, responsibilities and limitations of authority of the Architect as the State's representative during construction as set forth in the Contract Documents will not be modified or extended without written consent of the State and the Architect. In the event that the duties, responsibilities and limitations of authority of the Architect as State’s representative during construction as set forth in the Contract Documents is modified or extended, the State will immediately notify the Contractor, in writing, of the modification or extension and the date that the modified or extended authority is effective. If the change of duties, responsibilities, or limitations of authority of the Architect, causes the Contractor to incur new, additional, and unexpected expenses completing the Work, then the State and the Contractor shall agree to an equitable adjustment to be implemented by Change Order to the State-Contractor Agreement. 2.2.11 In case of the termination of the employment of Architect, the State may appoint a subsequent architect in which case, the subsequent architect will have the same status under the Contract Documents as that of the former architect. In the event of termination of the Architect, the State will immediately notify the Contractor, in writing, of the termination and the appointment of a replacement architect, if any. 2.2.12 The Architect will be the interpreter of the requirements of the Contract Documents and will make recommendations to the State regarding the progress and quality of the Work and whether the Work is proceeding in accordance with the Contract Documents. 2.2.13 The Architect will render interpretations necessary for the proper execution and progress of the Work, with reasonable promptness and in accordance with any time limit agreed 5 upon, in writing, by the Architect, Contractor, and the State. 2.2.14 Claims, disputes and other matters in question between the Contractor and the State relating to the execution or progress of the Work or the interpretation of the Contract Documents shall be referred initially to the Architect for review. The Architect will review the nature of the claim, dispute or other matter, along with any documentation provided by the Contractor or the State, and within a reasonable time, the Architect will provide a written recommendation to the State. ARTICLE 3 STATE 3.1 DEFINITION The State of Vermont, by and through the Department of Buildings and General Services is the entity identified as “State” in the State-Contractor Agreement and is referred to throughout the Contract Documents as