AE Services Roof Replacement and Exterior Painting 110 State Street

Buildings and General Services 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 A-E SERVICES ROOF REPLACEMENT AND EXTERIOR PAINTING 110 State Street, Montpelier 05633 ISSUE DATE BIDDERS CONFERENCE QUESTIONS DUE RFP RESPONSES DUE BY November 21, 2022 December 15, 2022 - 9:30 AM (EST) December 28, 2022 - 4:30 PM (EST) January 11, 2023 - 4:30 PM (EST) PLEASE BE ADVISED THAT ALL NOTIFICATIONS, RELEASES, AND ADDENDUMS 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

ADDENDUMS ASSOCIATED WITH THIS RFP. STATE CONTACT: James Meyers, State Senior Purchasing Agent TELEPHONE: (802) 249-7245 E-MAIL: BGS.OPCVendorDocs@vermont.gov http://bgs.vermont.gov/purchasing http://www.bgs.state.vt.us/pca/bids/bids.php mailto:BGS.OPCVendorDocs@vermont.gov Roof Replacement and Exterior Painting 110 State Street, Montpelier 05633 Revised: August 8, 2022 Page 2 of 8 1. OVERVIEW: 1.1. SCOPE AND BACKGROUND: Through this Request for Proposal (RFP) the Office of Purchasing & Contracting (hereinafter the “State”) seeks to establish a contract with a qualified Architectural and/or Engineering firm to provide architectural and engineering design services to provide architectural and engineering design services for the roof replacement and exterior painting at 110 State Street, Montpelier, VT. Interested firms are invited to bid on providing architectural/engineering design services described in Section 2 of this RFP. 1.2. CONTRACT PERIOD: The period of performance under this contract shall commence on February 1, 2023, and end on November 1, 2024 with a Substantial Completion date of November 1, 2023, a Project Completion date of November 10, 2023, and a Contract Completion date of November 1, 2024, to allow for one year warranty inspection(s) as may be required of the construction contract work. 1.3. SINGLE POINT OF CONTACT: 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. 1.4. BIDDERS’ CONFERENCE: A non-mandatory bidders’ conference will be held at 110 State Street, Montpelier, VT 05633 on the date and time indicated on the front page of this RFP. We will meet at the front entrance of the building. 1.5. QUESTION AND ANSWER PERIOD: Any bidder requiring clarification of any section of this RFP or wishing to comment on any requirement of the RFP must submit specific questions in writing no later than the deadline for question 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. Questions or comments not raised in writing on or before the last day of the question period are thereafter 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 . All emails with questions should include the name of the project in the subject line. 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. 1.6. 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 . Modifications from any other source are not to be considered. 2. DETAILED REQUIREMENTS/DESIRED OUTCOMES: 2.1. The primary objective of this project is to replace the failing roof and paint all of the exterior white trim. The following shall be included in the architectural/engineering design firm’s scope of work: 2.1.1. Programming Phase: Not Applicable 2.1.2. Permitting Phase: 2.1.2.1. Determine and prepare all necessary permit applications for local and state approval. 2.1.2.2. Assist BGS in preparation of any required Fire Safety permits. 2.1.3. Schematic Design Phase: Not Applicable 2.1.4. Design Development Phase: 2.1.4.1. Prepare plans and specifications for BGS review of the following: 2.1.4.1.1. Design the replacement of the entire roofing system. This includes but is not limited to all flashing, valleys, drip edge, vent stacks, and underlayment. (The roofing over all the window canopies and front entrance are included in the roof replacement scope of work.) 2.1.4.1.2. Evaluate the existing conditions of the site, determine a roofing material that is sufficient for the building and acceptable to BGS, Capital Complex Commission (CCC) and Vermont Division for Historic Preservation (VDHP). The BGS project manager, along with http://www.bgs.state.vt.us/pca/bids/bids.php http://www.bgs.state.vt.us/pca/bids/bids.php Roof Replacement and Exterior Painting 110 State Street, Montpelier 05633 Revised: August 8, 2022 Page 3 of 8 a represenitive from the VDHP, will help determine an acceptable roofing material during the Design Development Phase. 2.1.4.1.3. Indicate on drawings/elevations all areas on the trim, columns, windowsills, eaves, moldings, and cornices that are visually in need of repair/replacement. 2.1.4.1.4. Provide detailed photo profiles of areas in need of repair/replacement. Some trim pieces are stored in the attic and may be used as reference by the architectural firm during design. 2.1.4.1.5. Unit pricing will be used during bidding for any additional trim, columns, windowsills, eaves, moldings, and cornice repairs that are not noted on the drawings but determined to need repair/replacement during construction 2.1.4.1.6. Include a paint schedule for all exterior white paint throughout, including but not limited to all trim, columns, windows, eaves, moldings, and cornices. Include the cleaning, scraping, priming, and painting detail that is required for each surface material type. 2.1.4.1.7. This building is classified as historic, therefor there are special procedures that should be followed. The Preservation Briefs found at https://www.nps.gov/tps/how-to- preserve/briefs.htm should be followed in addition to close coordination with the VDHP throughout the project. The Preservation Briefs provide information on preserving, rehabilitating, and restoring historic buildings. 2.1.4.2. Ensure compliance with all local, state, and federal codes and requirements, as well as BGS Design Guidelines. 2.1.4.3. Provide an estimate of probable construction cost. 2.1.5. Construction Documents Phase: 2.1.5.1. Provide complete plans and specifications for construction for BGS review. 2.1.5.2. Incorporate/address BGS comments from DD review. 2.1.5.3. Provide updated estimate of probable construction cost. 2.1.5.4. Incorporate/address BGS comments from CD review in final plans and specifications for bidding. 2.1.6. Bidding and Negotiation Phase: 2.1.6.1. Attend the pre-bid meeting at the construction site. 2.1.6.2. Assist the project manager in answering questions received during the bid period. 2.1.6.3. Assist BGS in preparation of any addenda. 2.1.7. Construction Administration Phase: 2.1.7.1. Attend pre-construction meeting at the construction site. 2.1.7.2. Attend bi-weekly job meetings during construction and take meeting minutes, including punch- list inspection prior to substantial completion. 2.1.7.3. Respond to RFI’s, review and approve all shop drawings, submittals, and pay applications. https://www.nps.gov/tps/how-to-preserve/briefs.htm https://www.nps.gov/tps/how-to-preserve/briefs.htm Roof Replacement and Exterior Painting 110 State Street, Montpelier 05633 Revised: August 8, 2022 Page 4 of 8 2.2. PROPOSED PROJECT SCHEDULE: Project Event Date* Project Start February 1, 2023 Programming Phase N/A BGS Review/Approval of Phase N/A Schematic Design Phase N/A BGS Review/Approval of Phase N/A Design Development Phase March 8, 2023 BGS Review/Approval of Phase March 15, 2023 Construction Documents Phase April 26, 2023 BGS Review/Approval of Phase May 10, 2023 Bidding or Negotiation Phase July 19, 2023 Construction Start Date August 9, 2023 Construction Substantial Completion November 1, 2023 Contract Completion (includes 12-month construction warranty period) November 1, 2024 3. GENERAL REQUIREMENTS: 3.1. PRICING: 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. 3.1.1. 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. 3.1.2. 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. 3.1.3. 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. 3.2. 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 bidder to respond to a request for additional information or clarification could result in rejection of that bidder'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. 3.2.1. 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. 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. 3.2.2. Presentation. An in-person or webinar presentation by the Bidder may be required by the State if it will help the State’s evaluation process. The State will factor information presented during Roof Replacement and Exterior Painting 110 State Street, Montpelier 05633 Revised: August 8, 2022 Page 5 of 8 presentations into the evaluation. Bidders will be responsible for all costs associated with providing the presentation. 3.3. 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. 3.3.1. 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. 3.3.2. 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 http://bgs.vermont.gov/purchasing-contracting/forms. The subcontractor reporting form is not required to be submitted with the bid response. 3.4. EXECUTIVE ORDER 05-16: CLIMATE CHANGE CONSIDERATIONS IN STATE PROCUREMENTS: 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. 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. 3.5. METHOD OF AWARD: 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. 3.6. CONTRACT NEGOTIATION: Upon completion of the evaluation process, the State may select one or more bidders with which to negotiate a contract, based on the evaluation findings and other criteria deemed relevant for ensuring that the decision made is in the best interest of the State. In the event State is not successful in negotiating a contract with a selected bidder, the State reserves the option of negotiating with another bidder, or to end the proposal process entirely. 3.7. COST OF PREPARATION: Bidder shall be solely responsible for all expenses incurred in the preparation of a response to this RFP and shall be responsible for all expenses associated with any presentations or demonstrations associated with this request and/or any proposals made. 3.8. CONTRACT TERMS: The selected bidder(s) will be expected to sign a contract with the State, including the Standard Contract Form and Attachment C and Attachment D as attached to this RFP for reference. 3.8.1. Business Registration. To be awarded a contract by the State of Vermont a bidder (except an individual doing business in his/her own name) must be registered with the Vermont Secretary of State’s office https://sos.vermont.gov/corporations/registration/ and must obtain a Contractor’s Business Account Number issued by the Vermont Department of Taxes http://tax.vermont.gov/ . http://bgs.vermont.gov/purchasing-contracting/forms https://sos.vermont.gov/corporations/registration/ http://tax.vermont.gov/ Roof Replacement and Exterior Painting 110 State Street, Montpelier 05633 Revised: August 8, 2022 Page 6 of 8 3.8.2. The contract will obligate the bidder to provide the services and/or products identified in its bid, at the prices listed. 3.8.3. 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. 3.8.4. Quality. If applicable, all products provided under a contract with the State will be new and unused, unless otherwise stated. Factory seconds or remanufactured products will not be accepted unless specifically requested by the purchasing agency. All products provided by the contractor must meet all federal, state, and local standards for quality and safety requirements. Products not meeting these standards will be deemed unacceptable and returned to the contractor for credit at no charge to the State. 4. CONTENT AND FORMAT OF RESPONSES: 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. The bid should include a Cover Letter, Certificate of Compliance, Price Schedule, Hourly Rate Sheet(s) and Reimbursables Cost Schedule(s). 4.2. COVER LETTER: 4.2.1. 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). 4.2.2. All responses to this RFP will become part of the contract file and will become a matter of public record under the State’s Public Records Act, 1 V.S.A. § 315 et seq. (the “Public Records Act”). If your response must include material that you consider to be proprietary and confidential under the Public Records Act, your cover letter must clearly identify each page or section of your response that you consider proprietary and confidential. Your cover letter must also include 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, you must include a redacted copy of your 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 may your entire response be marked confidential, and the State reserves the right to disqualify responses so marked. 4.2.3. Exceptions to Contract Terms and Conditions. If a 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. 4.3. TECHNICAL RESPONSE. In response to this RFP, a Bidder shall: 4.3.1. Provide details concerning your form of business organization, company size and resources; describe particular experience relevant to providing Design Services and list all current or past State projects. 4.3.2. If a Bidder intends to use subcontractors, the Bidder must identify in the proposal the names of the subcontractors, the portions of the work the subcontractors will perform, and address the background and experience of the subcontractor(s), as above. Roof Replacement and Exterior Painting 110 State Street, Montpelier 05633 Revised: August 8, 2022 Page 7 of 8 4.4. REFERENCES. Provide the names, addresses, and phone numbers of at least three companies with whom you have transacted similar business in the last 12 months. You must include contact names who can talk knowledgeably about performance. 4.5. REPORTING REQUIREMENTS: Provide a sample of any reporting documentation that may be applicable to the Detailed Requirements of this RFP. 4.6. PRICE SCHEDULE: Bidders shall submit their pricing information in the Price Schedule attached to the RFP. 4.7. CERTIFICATE OF COMPLIANCE: This form must be completed 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 State by the due date specified on the front page of this RFP. Late bids will not be considered. 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 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. 5.1.3. ELECTRONIC: Electronic bids will be accepted. 5.1.3.1. 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. 5.1.3.2. FAX BIDS: Faxed bids will not be accepted 5.1.3.3. PAPER FORMAT BIDS: Paper format bids will not be accepted. 6. BID SUBMISSION CHECKLIST:  Cover Letter  Signed and Completed Certificate of Compliance (3 pages)  Signed and Completed Price Schedule (1 page)  Hourly Rate Sheet(s)  Reimbursables Cost Schedule(s) 7. ATTACHMENTS: 7.1. Certificate of Compliance 7.2. Price Schedule 7.3. Worker Classification Compliance Requirement; Self Reporting and Subcontractor Reporting Form https://bgs.vermont.gov/content/opc-bid-tabulation-sheets-0 mailto::BGS.VTBids@vermont.gov Roof Replacement and Exterior Painting 110 State Street, Montpelier 05633 Revised: August 8, 2022 Page 8 of 8 7.4. SAMPLE Standard State Contract with its associated attachments, including but not limited to, Attachment C: Standard State Provisions for Contracts and Grants (December 15, 2017) 7.5. Attachment D: Standard State Provisions, Architect/Engineer Professional Service Agreement 7.6. Buildings and General Services Design Guidelines https://bgs.vermont.gov/dnc/design_guidelines 7.7. 2022 BGS Space Management Standards https://bgs.vermont.gov/propertymanagement/space-standards 7.8. Attachment E: Site Location and Pictures Page 1: Site Location Map Page 2-4: Site Pictures Page 5: 1998 Re-Roof Detail https://bgs.vermont.gov/dnc/design_guidelines https://bgs.vermont.gov/propertymanagement/space-standards `Revised: 07/28/2022 Page 1 of 3 Roof Replacement and Exterior Painting 110 State Street, Montpelier, VT 05633 11/16/2022 Page 1 of 3 CERTIFICATE OF COMPLIANCE For a bid to be considered valid, this form must be completed in its entirety, executed by a duly authorized representative of the bidder, and submitted as part of the response to the proposal. A. NON COLLUSION: Bidder hereby certifies that the prices quoted have been arrived at without collusion and that no prior information concerning these prices has been received from or given to a competitive company. If there is sufficient evidence to warrant investigation of the bid/contract process by the Office of the Attorney General, bidder understands that this paragraph might be used as a basis for litigation. B. CONTRACT TERMS: Bidder hereby acknowledges that is has read, understands and agrees to the terms of this RFP, including Attachment C: Standard State Contract Provisions, and any other contract attachments included with this RFP. C. WORKER CLASSIFICATION COMPLIANCE REQUIREMENT: In accordance with Section 32 of The Vermont Recovery and Reinvestment Act of 2009 (Act No. 54), the following provisions and requirements apply to Bidder when the amount of its bid exceeds $250,000.00. Self-Reporting. Bidder hereby self-reports the following information relating to past violations, convictions, suspensions, and any other information related to past performance relative to coding and classification of workers, that occurred in the previous 12 months. Summary of Detailed Information Date of Notification Outcome Subcontractor Reporting. Bidder hereby acknowledges and agrees that if it is a successful bidder, prior to execution of any contract resulting from this RFP, Bidder will 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), and Bidder will provide any update of such list to the State as additional subcontractors are hired. Bidder further acknowledges and agrees that the failure to submit subcontractor reporting in accordance with Section 32 of The Vermont Recovery and Reinvestment Act of 2009 (Act No. 54) will constitute non-compliance and may result in cancellation of contract and/or restriction from bidding on future state contracts. `Revised: 07/28/2022 Page 2 of 3 Roof Replacement and Exterior Painting 110 State Street, Montpelier, VT 05633 11/16/2022 Page 2 of 3 D. Executive Order 05 – 16: Climate Change Considerations in State Procurements Certification Bidder certifies to the following (Bidder may attach any desired explanation or substantiation. Please also note that Bidder may be asked to provide documentation for any applicable claims): 1. Bidder owns, leases or utilizes, for business purposes, space that has received:  Energy Star® Certification  LEED®, Green Globes®, or Living Buildings ChallengeSM Certification  Other internationally recognized building certification: ____________________________________________________________________________ 2. Bidder has received incentives or rebates from an Energy Efficiency Utility or Energy Efficiency Program in the last five years for energy efficient improvements made at bidder’s place of business. Please explain: _____________________________________________________________________________ 3. Please Check all that apply:  Bidder can claim on-site renewable power or anaerobic-digester power (“cow-power”). Or bidder consumes renewable electricity through voluntary purchase or offset, provided no such claimed power can be double-claimed by another party.  Bidder uses renewable biomass or bio-fuel for the purposes of thermal (heat) energy at its place of business.  Bidder’s heating system has modern, high-efficiency units (boilers, furnaces, stoves, etc.), having reduced emissions of particulate matter and other air pollutants.  Bidder tracks its energy consumption and harmful greenhouse gas emissions. What tool is used to do this? _____________________  Bidder promotes the use of plug-in electric vehicles by providing electric vehicle charging, electric fleet vehicles, preferred parking, designated parking, purchase or lease incentives, etc..  Bidder offers employees an option for a fossil fuel divestment retirement account.  Bidder offers products or services that reduce waste, conserve water, or promote energy efficiency and conservation. Please explain: ____________________________________________________________________________ ____________________________________________________________________________ 1. Please list any additional practices that promote clean energy and take action to address climate change: _____________________________________________________________________________ ____________________________________________________________________________ _____________________________________________________________________________ `Revised: 07/28/2022 Page 3 of 3 Roof Replacement and Exterior Painting 110 State Street, Montpelier, VT 05633 11/16/2022 Page 3 of 3 E. Executive Order 02 – 22: Solidarity with the Ukrainian People  By checking this box, Bidder certifies that none of the goods, products, or materials offered in response to this solicitation are Russian-sourced goods or produced by Russian entities. If Bidder is unable to check the box, it shall indicate in the table below which of the applicable offerings are Russian-sourced goods and/or which are produced by Russian entities. An additional column is provided for any note or comment that you may have. Provided Equipment or Product Note or Comment 2. Acknowledge receipt of the following Addenda: Addendum No.: Dated: Addendum No.: Dated: Addendum No.: Dated: Bidder Name: Contact Name: Address: Fax Number: Telephone: E-Mail: By: Name: Signature of Bidder (or Representative) (Type or Print) END OF CERTIFICATE OF COMPLIANCE Roof Replacement and Exterior Painting 110 State Street, Montpelier, VT 05633 Price Schedule Page 1 of 1 PRICE SCHEDULE A. Complete the attached table in accordance with requirements identified in Section 2 of this RFP. Deliverable No. Description Price Percentage Delivery Date 1 Programming $ N/A 2 Schematic Design $ N/A 3 Design Development $ 4 Construction Documents $ 5 Bidding or Negotiation $ 6 Construction Administration (including 1-year warranty) $ 7 Commissioning (if being provided by Contractor) $ N/A 8 Submittal Exchange for Design & Construction $ N/A Reimbursable Expenses $ Total Project Cost $ B. Provide your firm’s Hourly Rate Sheet on company letterhead and Reimbursables Cost Schedule. C. Provide your subconsultants’ Hourly Rate Sheet(s) on company letterhead and Reimbursable Cost Schedule(s). D. Provide the following information: 1. Multiplier for additional services of professional consultants __________ times amount billed to the Architect/Engineer for such additional services. 2. Multiplier for additional services of professional sub-consultants __________ times amount billed to the Architect/Engineer for such additional services. Bidder Name: __________________________________ Contact Name: _________________________________ By: __________________________________________ Name: ________________________________________ Signature of Bidder (or Representative) (Type or Print) Date: _________________________________________ Roof Replacement and Exterior Painting 110 State Street, Montpelier, VT 05633 Worker Classification Compliance Requirement Page 1 of 1 WORKER CLASSIFICATION COMPLIANCE REQUIREMENT Self Reporting Form 1 of 1 This form must be completed in its entirety and submitted as part of the response for the proposal to be considered valid. The Department of Buildings and General Services in accordance with Act 54, Section 32 of the Acts of 2009 and for total projects costs exceeding $250,000.00, requires bidders comply with the following provisions and requirements. Bidder is required to self report the following information relating to past violations, convictions, suspensions, and any other information related to past performance relative to coding and classification for worker’s compensation. The state is requiring information on any violations that occurred in the previous 12 months. Summary of Detailed Information Date of Notification Outcome WORKER CLASSIFICATION COMPLIANCE REQUIREMENT: Bidder hereby certifies that the company/individual is in compliance with the requirements as detailed in Act 54, Section 32 of the Acts of 2009. Date: Name of Company: Contact Name: Address: Title: Phone Number: E-mail: Fax Number: By: Name: Signature (Bid Not Valid Unless Signed)* (Type or Print) *Form must be signed by individual authorized to sign on the bidder’s behalf. Roof Replacement and Exterior Painting 110 State Street, Montpelier, VT 05633 Subcontractor Reporting Form Page 1 of 1 SUBCONTRACTOR REPORTING FORM This form must be completed in its entirety and submitted prior to contract execution and updated as necessary and provided to the State as additional subcontractors are hired. The Department of Buildings and General Services in accordance with Act 54, Section 32 of the Acts of 2009 and for total project costs exceeding $250,000.00 requires bidders to comply with the following provisions and requirements. Contractor is required to provide a list of subcontractors on the job along with lists of subcontractor’s subcontractors and by whom those subcontractors are insured for workers’ compensation purposes. Include additional pages if necessary. This is not a requirement for subcontractor’s providing supplies only and no labor to the overall contract or project. Subcontractor Insured By Subcontractor’s Sub Insured By Date: Name of Company: Contact Name: Address: Title: Phone Number: E-mail: Fax Number: By: Name: Failure to adhere to Act 54, Section 32 of the Acts of 2009 and submit Subcontractor Reporting: Worker Classification Compliance Requirement will constitute non-compliance and may result in cancellation of contract and/or forfeiture of future bidding privileges until resolved. Send Completed Form to: Office of Purchasing & Contracting 133 State Street, 5th Floor Montpelier, VT 05633-8000 MASTER COPY DISTRIBUTED _________________ CONTRACT NO.: *** (Contractor, Accounting, Director, Project Manager, Lavallee, DFM) DEPT. ID: *** DEPARTMENT OF BUILDINGS AND GENERAL SERVICES Funny Word: *** (Revised 11/14/2022) FUND SOURCE: *** PROJECT #: *** (NOTE: Text that appears in orange letters is instructive only and should be deleted from the final SOW-Agreement. Text in yellow highlighting must be updated or deleted. Utilize or delete paragraphs as appropriate to the agreement. Text that appears in black letters should be included in the agreement as is.) THE STATE OF VERMONT _______________________________________________________________________________________________________ STANDARD FORM OF AGREEMENT BETWEEN STATE OF VERMONT OR ANY AGENCY THEREOF AND ARCHITECT/ENGINEER _______________________________________________________________________________________________________ AGREEMENT made this *** day of *** in the year 20***. BETWEEN Agency of Administration Department of Buildings and General Services 133 State Street, 5th Floor Montpelier, Vermont 05633 the State, and Company Name Company Address City, State and Zip Code the ARCHITECT/ENGINEER or A/E or Contractor. It is the intention of the State to ***, hereinafter referred to as the Project. The State and the ARCHITECT/ENGINEER agree as set forth below: The period of performance under this contract shall commence on ***, and end on ***, with a Substantial Completion date of ***, a Project Completion date of ***, and a Contract Completion date of ***, to allow for one year warranty inspection(s) as may be required of the construction contract work. Delete this paragraph if contract is not a sole source SOLE SOURCE CONTRACT FOR SERVICES. This Contract results from a “sole source” procurement under State of Vermont Administrative Bulletin 3.5 process and Contractor hereby certifies that it is and will remain in compliance with the campaign contribution restrictions under 17 V.S.A. § 2950. MAXIMUM LIMITING AMOUNT $ *** PROJECT DESCRIPTION: *** Page 2 of 24 I. THE ARCHITECT/ENGINEER shall provide professional services for the Project in accordance with the Terms and Conditions of this Agreement. The ARCHITECT/ENGINEER shall provide the professional services for the Project utilizing requisite skills, ability, and judgment reasonably and without neglect. Prior to executing this Agreement, the ARCHITECT/ENGINEER shall be licensed by the State of Vermont as an Architect/Engineer, and the A/E shall maintain such license for the duration of this project. In performing professional services in connection with this Agreement, the ARCHITECT/ENGINEER shall (1) comply with the applicable professional standard of care; and (2) design the Project in compliance with all federal, state and local building codes in effect at the time including any and all permit conditions that may be imposed by authorities having jurisdiction. The Architect/Engineer shall be licensed in Vermont before executing this contract and shall maintain such license for the duration of this project. II. THE State shall compensate the ARCHITECT/ENGINEER, in accordance with the Terms and Conditions of this Agreement in one of the following manners: Project Manager needs to select one of the following paragraphs that identifies whether compensation is based on an Hourly Rate or Lump Sum Fixed Fee A. Compensation based on Hourly Rate: FOR THE ARCHITECT/ENGINEER'S BASIC SERVICES, as described in Paragraph 1.1, a Basic Fee computed as follows: Principals’ time at the fixed rate of *** dollars ($***) per hour. For the purpose of this Agreement, the Principals are: *** Employees’ time computed at a multiple of *** (***) times the employees’ Direct Personnel Expenses as defined in Article 4. Services of professional consultants at a multiple of *** (***) times the amount billed to the ARCHITECT/ENGINEER for such services. The amount of said fee shall not in any event exceed *** dollars ($***) OR A. Lump Sum or Fixed Fee FOR THE ARCHITECT/ENGINEER'S BASIC SERVICES, as described in Paragraph 1.1, a Basic Fee of a Lump Sum of dollars ($***) determined by multiplying the estimated construction cost by ***%. B. THE ARCHITECT/ENGINEER'S REIMBURSABLE EXPENSES, amounts expended as defined in Article 5. C. FOR THE ARCHITECT/ENGINEER'S ADDITIONAL SERVICES (if any), as described in Paragraph 1.3, a fee computed as follows: Principals' time at the fixed rate of *** dollars ($***) per hour. For the purposes of this Agreement, the Principals are: *** Employees' time computed at a multiple of *** times the employees' Direct Personnel Expense as defined in Article 4. Additional services of professional consultants authorized in writing by the State at a multiple of *** (***) times the amount billed to the ARCHITECT/ENGINEER for such additional services. Page 3 of 24 D. THE TIME AND FURTHER CONDITIONS OF PAYMENT shall be as described in Article 6. III. THE ARCHITECT/ENGINEER shall complete those duties set forth in Article 1, Paragraphs 1.1 through 1.1.41 of this Agreement on or before (Substantial Completion date) and one year warranty inspection(s) as may be required of the construction contract work by (Contract Completion date). a. It is understood that any delay caused by the State shall result in a corresponding extension of the applicable period. It is the obligation of the Architect/Engineer to immediately notify State of the delay and to initiate a change order amending and extending the date in Paragraph III above, within 30 days. b. THE ARCHITECT/ENGINEER shall include one (1) complete set of reproducible record prints, which shall be submitted to the State prior to final payment for basic services to the ARCHITECT/ENGINEER. The following Paragraph, III (c), should be deleted if compensation is based on hourly rate as selected in II (A). c. THE ARCHITECT/ENGINEER'S fee for basic services shall be adjusted at the completion of the design development phase by multiplying the accepted probable construction cost by the percentage in Paragraph II (A). For purposes of determining the ARCHITECT/ENGINEER’s fee, the construction cost is exclusive of any contingency or other exclusions identified in Article 3. In the event that the State and the ARCHITECT/ENGINEER cannot agree on an "accepted probable construction cost", the State may at its option terminate the contract and pay the ARCHITECT/ENGINEER fees due up to the point of termination or direct the ARCHITECT/ENGINEER to develop construction documents and to bid these documents. In the later case, the ARCHITECT/ENGINEER’s fee shall be based on the accepted construction bid or the ARCHITECT/ENGINEER’s statement of probable construction cost at the design development phase, whichever is least. OPTIONAL Need prior approval from Director before using Paragraph III (d) d. The accepted probable construction cost used to determine the ARCHITECT/ENGINEER’s fee (above) shall be converted to a “fixed limit of construction cost” by adding a bidding contingency of 5%. This fixed limit of construction cost shall be established as a condition of this Agreement per Article 3.4. TERMS AND CONDITIONS OF AGREEMENT BETWEEN STATE AND ARCHITECT/ENGINEER ARTICLE 1 ARCHITECT/ENGINEER'S SERVICES 1.1 BASIC SERVICES $Basic Services + Additional Services + Reimbursables 1.1.1 The ARCHITECT/ENGINEER's Basic Services consist of the phases described below. Except as specifically provided for herein, the ARCHITECT/ENGINEER shall provide to the State all landscaping architectural services as well as civil, structural, mechanical and electrical engineering in connection with the Project. 1.1.2 The ARCHITECT/ENGINEER shall ensure the project complies with all applicable codes and guidelines in effect at the time of the design, including just as an example but not limited to: • Vermont Fire and Safety Building Code available online at http://firesafety.vermont.gov • Vermont Commercial Building Energy Standards / http://publicservice.vermont.gov/energy_efficiency/cbes • Vermont Department of Buildings and General Services Design Guidelines available online at http://bgs.vermont.gov/facilities/forms • Vermont Department of Buildings and General Services Space Standards available online at https://bgs.vermont.gov/propertymanagement/space-standards 1.1.3 Whenever applicable, ARCHITECT/ENGINEER shall be responsible for the preparation, or for modification http://firesafety.vermont.gov/ http://publicservice.vermont.gov/energy_efficiency/cbes http://bgs.vermont.gov/facilities/forms https://bgs.vermont.gov/propertymanagement/space-standards Page 4 of 24 when changes are made, of complete construction contract documents setting forth in detail the plans and specifications for the project, including full coordination of design disciplines and within each discipline, and ARCHITECT shall exercise the degree of skill and care ordinarily possessed by a reasonably prudent design professional providing services under like or similar conditions and circumstances. 1.1.4 Written reports delivered under the terms of this contract shall be printed using both sides of the paper. PLANNING AND PROGRAMMING $INDICATE “NOT APPLICABLE” IF SECTION IS NOT APPLICABLE 1.1.5 The ARCHITECT/ENGINEER shall verify programming requirements with the Department of Buildings & General Services (BGS) and the agency/department involved and lead the programming meetings. 1.1.6 The ARCHITECT/ENGINEER shall consult with BGS, all Agency/Departments involved and Efficiency Vermont to develop a comprehensive program and the State’s Project Requirements for the project. Base it upon the BGS Space Standards and Design Guidelines and specialized business needs of individual groups and collective common area needs, including public-facing client service spaces, security requirements, building wide meeting, conferencing space, building envelope and system improvement, code compliance, hazardous materials, deferred maintenance needs and site analysis assessments including key environmental areas, traffic, and development constraints. 1.1.7 The ARCHITECT/ENGINEER shall provide a planning level estimate of probable hard, soft, and contingency project costs. Include future design fees, then building and site construction, movable furniture, fixtures, and equipment, security systems, moves, permits, and fees, contractor’s overhead and profit, architect and engineer’s contingency, owner’s contingency and a detailed schedule. 1.1.8 The ARCHITECT/ENGINEER shall determine the need for all federal, state and local permits. 1.1.9 The ARCHITECT/ENGINEER shall provide an executive summary of the work and process highlighting the recommended solution, major risks, probable cost of construction, project schedule, list of required permits. SCHEMATIC DESIGN PHASE $INDICATE “NOT APPLICABLE” IF SECTION IS NOT APPLICABLE 1.1.10 The ARCHITECT/ENGINEER shall consult with the State to ascertain the requirements of the Project, and the ARCHITECT/ENGINEER and the State shall confirm such requirements in writing. 1.1.11 The ARCHITECT/ENGINEER shall prepare Schematic Design Studies consisting of drawings and other documents illustrating the scale and relationship of Project components for and until approval by the State. 1.1.12 The ARCHITECT/ENGINEER shall conduct meetings with the State, Efficiency Vermont, and relevant members of the design team, to review the Project and elicit ideas for consideration in developing the most energy efficient project supportable by funding opportunities and consistent with program intent. 1.1.13 The ARCHITECT/ENGINEER shall prepare for the State an initial accounting of how the Project may respond to the State’s Project Requirements in the Basis of Design. 1.1.14 The ARCHITECT/ENGINEER shall submit to the State a Statement of Probable Construction Cost based on current area, volume or other unit costs for and until approved by the State. DESIGN DEVELOPMENT PHASE $INDICATE NOT APPLICABLE IF SECTION IS NOT APPLICABLE 1.1.15 The ARCHITECT/ENGINEER shall prepare from the approved Schematic Design Studies, the Design Development Documents consisting of drawings (including at least architectural, landscaping, civil, structural, mechanical and electrical plans, building sections; and finish schedule), outline specifications following the Construction Specification Institute "CSI" Format and other necessary documents to fix and describe the size and character of the entire Project as to its site, structural, mechanical, and electrical systems, materials and other such essentials as may be appropriate, for and until approved by the State. 1.1.16 The ARCHITECT/ENGINEER shall conduct meetings with the State, Efficiency Vermont, and relevant members of the design team, to review the Design Development Documents for the purposes of furthering the energy efficiency objectives of the Project. Page 5 of 24 1.1.17 The ARCHITECT/ENGINEER shall prepare for the State a revised accounting of how the Project is responding to LEED criteria. 1.1.18 The ARCHITECT/ENGINEER shall submit to the State a revised Statement of Probable Construction Cost based thereon for and until approved by the State. CONSTRUCTION DOCUMENTS PHASE $INDICATE “NOT APPLICABLE” IF SECTION IS NOT APPLICABLE 1.1.19 The ARCHITECT/ENGINEER shall prepare from the approved Design Development Documents the Contract Documents consisting of the working drawings and specifications (following the CSI Format) setting forth in detail the requirements for the construction of the entire Project, and all necessary bidding information; and shall assist in the preparation of bidding forms, the Conditions of the Contract, and the form of the Agreement between the State and the Construction Contractor, for and until approved by the State. 1.1.20 The ARCHITECT/ENGINEER shall prepare for the State a revised accounting of how the Project responds to LEED criteria. 1.1.21 The ARCHITECT/ENGINEER shall submit to the State in writing a Revised Statement of Probable Construction Cost based thereon, indicated by changes in requirements or general market conditions for and until approved by the State. 1.1.22 The ARCHITECT/ENGINEER shall assist the State as requested in filing the required documents for the approval of governmental authorities having jurisdiction over the Project. 1.1.23 The ARCHITECT/ENGINEER shall submit the bid set, at 90% completion of the construction documents, to Efficiency Vermont for construction document review. 1.1.24 The ARCHITECT/ENGINEER shall prepare and submit a complete set of contract bid documents; drawings to be stamped and signed in PDF format and an unstamped set in .dwg format with a complete set of specifications in Microsoft Word, to the State at no additional cost. ARCHITECT/ENGINEER shall submit all .dwgs documents to the State in AutoCAD 2019 format or newer with all items embedded including Xrefs and photos. ARCHITECT/ENGINEER shall verify compatibility with the State’s CADD unit prior to using any AutoCAD specialty software suite or product (civil, mechanical, map, etc.). ARCHITECT/ENGINEER shall furnish all custom support cad files (fonts, line types, plot styles, etc.) to the State. All drawings shall include a configured layout tab with sheet border and viewports for printing. ARCHITECT/ENGINEER shall submit all electronic files to the State on an optical disc, CD or DVD in a format suitable for use by the Department of Buildings and General Services. These documents are to be provided by ARCHITECT/ENGINEER at no additional cost to the State. BIDDING OR NEGOTIATION PHASE $INDICATE “NOT APPLICABLE” IF SECTION IS NOT APPLICABLE 1.1.25 The ARCHITECT/ENGINEER, following the State's approval of the Construction Documents and of the latest Statement of Probable Construction Cost, shall provide the State with any documents, assistance, or revised construction documents necessary for the State to: obtain bids or negotiated proposals; award and prepare construction contracts. CONSTRUCTION PHASE - ADMINISTRATION OF THE CONSTRUCTION CONTRACT $INDICATE “NOT APPLICABLE” IF SECTION IS NOT APPLICABLE 1.1.26 The Construction Phase will commence with the award of the Construction Contract to a selected vendor (“Construction Contractor”) and will terminate when final payment is made by the State to the Construction Contractor. In any event, the construction phase will not extend beyond 60 days beyond the substantial completion date unless extended by change order. If such extension occurs, additional costs due to the ARCHITECT/ENGINEER shall be negotiated with the State. 1.1.27 The ARCHITECT/ENGINEER shall work with the State during the construction of the Project to provide the administration of the contract between the State and the Construction Contractor in accordance with these terms and consistent with the contract between the State and the Construction Contractor, and the extent of the A/E’s duties and responsibilities and the limitations of the A/E’s authority as assigned shall not be modified without the A/E’s written consent. Page 6 of 24 1.1.28 The ARCHITECT/ENGINEER shall advise and consult with the State and all of the State's instructions to the Construction Contractor shall be issued through the ARCHITECT/ENGINEER after authorization by the State. 1.1.29 The ARCHITECT/ENGINEER shall, at all times, have access to the work wherever it is in preparation or progress. 1.1.30 The ARCHITECT/ENGINEER shall make periodic visits to the Project site, at least biweekly, and shall make such further visits when reasonably requested by the State, as to familiarize himself with the progress and quality of the work performed and as to determine, on the basis of such visits, if such progress and quality are in accordance with the Contract Documents. The ARCHITECT/ENGINEER shall be responsible for project meeting minutes. In addition to this, the ARCHITECT/ENGINEER shall periodically report the A/E’s findings to the State, at such times as in the exercise of the A/E’s professional judgment such findings are appropriate and at least monthly, at the conference provided for in Paragraph 1.1.32, and further at such times as the State may reasonably request. The ARCHITECT/ENGINEER shall not be required to make exhaustive or continuous on site inspections, except as required in the exercise of the A/E’s professional judgment for said reports and except, in particular, to fulfill the commissioning requirements. The ARCHITECT/ENGINEER shall not be responsible for construction means, methods, techniques, sequences or procedures or for safety precautions and programs in connection with the work, and shall not be responsible for the Construction Contractor's failure to carry out the work in accordance with the Contract Documents except as provided for herein specifically between the State and the ARCHITECT/ENGINEER. 1.1.31 In preparing the bid documents, to the extent that the ARCHITECT/ENGINEER utilizes sub-consultants for their expertise, such as, but not limited to: Landscape Architects, Civil, Structural, Mechanical, and Electrical Engineers, these consultants, in effect, become an extension of the ARCHITECT/ENGINEER. Where the term ARCHITECT/ENGINEER is used in Paragraph 1.1.27 as well as 1.1.30 it shall include those sub-consultants when work is being performed in their area of expertise. For example, the Mechanical Engineer would inspect the under slab plumbing before it is backfilled, but then wouldn’t necessarily be needed on site until the rest of the mechanical systems are being installed. The sub-consultant shall also be required to periodically inspect the progress of the “as-builts” and verify that they are up to date and verify such to the ARCHITECT/ENGINEER, before the ARCHITECT/ENGINEER issues the certificate of payment for that pay period. 1.1.32 Based upon the A/E’s determination and reports made under Paragraph 1.1.30 of this Agreement and upon the Construction Contractor's applications for payment, the ARCHITECT/ENGINEER shall once every month, after an on site conference between the State, the Construction Contractor and the ARCHITECT/ENGINEER, determine the amount then owing to the Construction Contractor and shall then issue a certificate of payment for the amount agreed upon. The issuance of a Certificate for Payment shall constitute a representation by the ARCHITECT/ENGINEER to the State, based on such ARCHITECT/ENGINEER's determination and report and the data supplied to the A/E by the Construction Contractor (without affecting the A/E’s duties defined in Paragraph 1.1.30), that the work has progressed to the point indicated; that the quality of the work is in accordance with the Contract Documents (subject to the results of any specified subsequent tests required by the Contract Documents, to immaterial and insubstantial deviations from the Contract Documents, which will be corrected prior to completion, and to any further specific qualifications stated in the Certificate for Payment); and that the Construction Contractor is entitled to such payment in the amount certified. Provided, however, the issuance of such certificate will not affect any obligations of the Construction Contractor to the State. By issuing a certificate for payment, the ARCHITECT/ENGINEER shall not be deemed to represent that the A/E has made any examination to ascertain how and for what purpose the Construction Contractor has used the monies paid on account of the contract sum. ARCHITECT/ENGINEER shall not accept any part of the work on behalf of the State; ARCHITECT/ENGINEER may only recommend acceptance. Final acceptance is a right reserved solely to the State. 1.1.33 The ARCHITECT/ENGINEER shall be, in the first instance, the interpreter of the requirements of all Construction Documents, and shall have all requisite authority relating thereto for the purposes of authorizing the Construction Contractor to proceed or stop with any component of the project after consultation and agreement with the State. The ARCHITECT/ENGINEER shall not be liable to the State for any loss or cost incurred by the State arising from delays in the construction schedule caused by any decision made by the ARCHITECT/ENGINEER in the reasonable exercise of professional judgment either to exercise or not to exercise the A/E’s authority to stop the Work. 1.1.34 The ARCHITECT/ENGINEER shall review and respond to shop drawings, samples, and other submissions of the Construction Contractor as in conformance with the design concept and information in the Contract Documents and the designs and plans relating to the project until approved or not requiring re-submission. The Architect/Engineer shall also review the submittal log at construction meetings and report to the State on a Page 7 of 24 monthly basis their findings thereon. 1.1.35 The ARCHITECT/ENGINEER shall review and respond to shop drawings, samples, and other submissions of the Construction Contractor as in conformance with the design concept and information in the Contract Documents and the designs and plans relating to the project until approved or not requiring re-submission. The Architect/Engineer shall also review the submittal log at construction meetings and report to the State on a monthly basis their findings thereon. 1.1.36 The ARCHITECT/ENGINEER shall prepare all change orders and supporting data for the State's approval. 1.1.37 The ARCHITECT/ENGINEER shall conduct inspections to determine the Dates of Substantial Completion and Final Completion, and shall receive written guarantees and related documents assembled by the Construction Contractors and shall issue a final certificate of payment in accordance with Paragraph 1.1.32. Select the appropriate paragraph based on the design team or the State providing commissioning. 1.1.38 The ARCHITECT/ENGINEER shall be responsible for system commissioning in accordance with the BGS design guidelines and as indicated in the BGS Commissioning Guidelines located at https://bgs.vermont.gov/dnc/design_guidelines The ARCHITECT/ENGINEER shall inspect, and document, each and every system to ensure that it complies with design intent, including but not limited to: system installation, system operation, and seasonal changeover. Or The ARCHITECT/ENGINEER shall be responsible for coordination with the independent commissioning agent (CxA) retained by BGS. The ARCHITECT/ENGINEER shall include the CxA in all design meetings, document reviews, and incorporate the CxA’s specification section in the specification manual. The ARCHITECT/ENGINEER shall review and comment on the commissioning plan, the pre-functional and functional test check sheets and the updated State’s Project Requirements and system manual prepared by the prepared by the CxA. 1.1.39 Except in the manner specifically provided for herein, the ARCHITECT/ENGINEER shall not be responsible to the State for the acts or omission of the Construction Contractor or any of the Construction Contractor’s agents or employees, or any other person not an employee or agent of the ARCHITECT/ENGINEER performing work on the Project. The ARCHITECT/ENGINEER shall be responsible for and shall pay the amount of any increase in the total Contract Price or the total Change Orders Price, which increase results from an error, inconsistency, or omission in the Contract Documents or instructions. 1.1.40 Architect/Engineer shall furnish to the State, a complete set of marked up drawings and specifications showing all the changes to the Construction Documents made by Addenda, Change Orders, Shop Drawings, RFIs and other information received from the Clerk; and General Contractor’s As-built markups. The changes to the drawings are to be created on a separate layer in the .dwg set and highlighted in a box, cloud or the like in the PDF set. The specifications are also to differentiate the changes made by highlighting in a box, cloud, etc. and be provided in Microsoft Word. These drawings and specifications shall be supplied within three (3) months of the date of Substantial Completion and before final payment of the Architectural/Engineer contract. 1.1.41 Architect/Engineer (and design team members as required) shall conduct a one-year warranty inspection of the completed construction project between the eleventh and twelfth months from the date of substantial completion and shall issue a list of defective items needing correction to the Construction Contractor. 1.2 PROJECT REPRESENTATION BEYOND BASIC SERVICES 1.2.1 The State may at its option secure the services of a person or persons known as a Clerk-of-the-Works, referred to here as a "Clerk". The Clerk(s) shall, for all purposes of this Agreement, report and be solely responsible to the State. The State may at any time dismiss the Clerk(s) for cause or convenience; however, any such action shall not affect the State's and ARCHITECT/ENGINEER's obligations under this Agreement. In such event, the State shall use their best efforts to secure the services of a Clerk or clerks under this paragraph as soon as is practicable if the State deems it necessary. 1.2.2 The Clerk(s) shall make continuous and complete on-site inspections of the work performed on the Project, to the extent reasonable under all the circumstances. The on-site inspections of the work performed and any reports prepared by the Clerk(s) will be made available to the ARCHITECT/ENGINEER for use in making A/E’s Determination https://bgs.vermont.gov/dnc/design_guidelines Page 8 of 24 and Report under this Agreement, however the use of the Clerk’s on-site inspections or reports does not relieve the ARCHITECT/ENGINEER from his/her obligations under Paragraph 1.1.32 of this Agreement and it is solely the responsibility of the ARCHITECT/ENGINEER to ensure that that the work has progressed to the point indicated and that the quality of the work is in accordance with the Contract Documents . Further, through such on-site observations by the Clerk(s), the ARCHITECT/ENGINEER shall endeavor to provide protection for the State against defects in the Work, but the furnishing of such Clerk(s) shall not: (1) make the ARCHITECT/ENGINEER responsible for the Construction Contractor's failure to perform the Work in accordance with the Contract Documents; or (2) Relieve the ARCHITECT/ENGINEER from his/her obligation to exercise due diligence and ensure that the work has progressed to the point indicated and that the quality of the work is in accordance with the Contract Documents. 1.3 ADDITIONAL SERVICES 1.3.1 The following services are not covered in Paragraphs 1.1 or 1.2. If any of these Additional Services are authorized in writing by the State, they shall be provided by the ARCHITECT/ENGINEER and paid for by the State according to this Agreement. 1.3.2 Providing financial feasibility or other special studies. 1.3.3 Providing planning surveys, site evaluations, or comparative studies of prospective sites. 1.3.4 Revising previously approved Drawings, Specifications or other documents to accomplish changes not initiated by the ARCHITECT/ENGINEER, except as provided in Paragraphs 1.1.40 and 3.5. 1.3.5 Providing consultation concerning replacement of any work damaged by fire or other cause during construction and furnishing professional services of the type set forth in Paragraphs 1.1 and 1.2 as may be required in connection with the replacement of such work. 1.3.6 Providing professional services made necessary by the default of the Construction Contractor in the performance of the Construction Contract. 1.3.7 Providing Contract administration and observation of construction after the Contract Time has been exceeded by more than sixty (60) days through no fault of the ARCHITECT/ENGINEER. 1.3.8 Providing services not caused by errors, inconsistency or an omission of the ARCHITECT/ENGINEER after final payment to the Construction Contractor. 1.3.9 Providing the services required for or in connection with the selection of furniture and furnishings. 1.3.10 Providing services for planning tenant or rental spaces. 1.3.11 Making measured drawings of existing construction when required for planning additions or alterations thereto, except as otherwise herein provided. 1.3.12 Other services as may be required such as: LEED ratings, energy modeling, commissioning beyond that required by Paragraph 1.1.38, telecommunications, audio visual design, floodway studies, laser scanning of buildings, and geotechnical investigations. ARTICLE 2 THE STATE'S RESPONSIBILITIES 2.1 The State shall provide full information regarding its requirements for the Project on or before ***, 20***. 2.2 The State shall designate a representative authorized to act in its behalf with respect to the Project. The State or its representative shall examine documents submitted by the ARCHITECT/ENGINEER and shall render decisions pertaining thereto promptly, to avoid unreasonable delay in the progress of the ARCHITECT/ENGINEER's work. 2.3 The State shall furnish structural, mechanical, chemical and other laboratory tests, inspections and reports as required by law or the Contract Documents. Page 9 of 24 2.4 The State shall secure for itself such legal, accounting and insurance counseling services as may be necessary for the Project and such auditing services as the State may require to ascertain how or for what purposes the Construction Contractor has used the monies paid under the Construction Contract. 2.5 The services, information, surveys and reports required by Paragraphs 2.3 shall be furnished at the State's expense, and the ARCHITECT/ENGINEER shall be entitled to rely upon the accuracy of the reports related to the structural, mechanical, chemical and other laboratory tests, inspections and reports required by law or the Contract Documents. 2.6 If the representative appointed under Paragraph 2.2 observes or otherwise becomes aware of any fault or defect in the project or non-conformance with the Contract Documents, the representative shall give prompt written notice thereof to the ARCHITECT/ENGINEER. 2.7 The State shall furnish information required of it as expeditiously as necessary for the orderly progress of the work. ARTICLE 3 CONSTRUCTION COST 3.1 Construction Cost does not include the fees of the ARCHITECT/ENGINEER and consultants, the cost of the land, rights-of-way, or other costs, which is the responsibility of the State as provided in Paragraphs 2.3 through 2.4. or any of the contingencies available for the project unless specifically stated otherwise. 3.2 Labor furnished by the State for the Project, however, with respect only to the construction of such components thereof as have been designed by the ARCHITECT/ENGINEER, shall be included in the Construction Cost at current market rates. Materials and equipment furnished by the State shall be included at current market prices, except that used materials and equipment shall be included as if purchased new for the Project. 3.3 Statements of Probable Construction Cost and Detailed Cost Estimates prepared by the ARCHITECT/ENGINEER represent the A/E’s best judgment as a design professional familiar with the construction industry. It is recognized, however, that neither the ARCHITECT/ENGINEER nor the State has any control over the cost of labor, materials, or equipment, over Construction Contractor’s methods of determining bid prices, or over competitive bidding or market conditions. Accordingly, the ARCHITECT/ENGINEER cannot and does not guarantee that bids will not vary from any Statement of Probable Construction Cost or other cost estimate prepared by the A/E. 3.4 When a fixed limit of Construction Cost is established as a condition of this Agreement, it shall include a bidding contingency of five (5%) percent unless another amount is agreed upon in writing. When such a fixed limit is established, the ARCHITECT/ENGINEER in consultation with the State shall be permitted to determine what materials, equipment, component systems and types of construction are to be included in the Contract Documents, and to make reasonable adjustments in the scope of the Project to bring it within the fixed limit. The ARCHITECT/ENGINEER with the approval of the State may also include in the Contract Documents alternate bids to adjust the Construction Cost to the fixed limit. 3.5 If the lowest responsible bid or the Detailed Cost Estimate exceeds the latest statement of Probable Construction Cost, the State shall (1) give written approval of an increase in the construction cost, or (2) authorize rebidding the Project, (3) cooperate in revising the Project scope and quality as required to reduce the probable construction cost, or (4) discontinue the project and pay the ARCHITECT/ENGINEER as specified in paragraph 6.2 up to and through Bidding or Negotiation Phase. In the case of (3), the ARCHITECT/ENGINEER, without additional charge, shall modify all drawings and specifications as necessary to bring the latest bona fide bid within the latest Statement of Probable Construction Cost; provided, however, that the ARCHITECT/ENGINEER will not be liable to the State for any loss or cost incurred by the State caused by the delay arising from the making of such modifications. ARTICLE 4 DIRECT PERSONNEL EXPENSE 4.1 Direct Personnel Expense of employees engaged on the Project by the ARCHITECT/ENGINEER includes ARCHITECT/ENGINEERs, engineers, designers, job captains, draftsmen, specification writers and typists, in consultation, research and design in producing Drawings, Specifications and other documents pertaining to the Page 10 of 24 Project, and in services during construction at the site. 4.2 Direct Personnel Expense includes actual cost and of mandatory and customary financial benefits paid. ARTICLE 5 REIMBURSABLE EXPENSES 5.1.1 Expenses of transportation and living when traveling in connection with the Project for other than regular trips included in the contract requirements, and for long distance calls. All travel outside of the State of Vermont must be approved by the State prior to the expense thereof becoming reimbursable. 5.1.2 Expenses of reproduction, postage and handling of Drawings and Specifications, excluding copies for ARCHITECT/ENGINEER's office use and triplicate sets at each phase for the State's review, use and approval; and fees paid for securing approval of authorities having jurisdiction over the Project. 5.1.3 If authorized in advance by the State in writing, the expense of overtime work requiring higher than regular rates; perspectives or models for the State's use; and fees of special consultants for other than the normal structural, mechanical and electrical engineering services. 5.1.4 It is the intent of the State that the ARCHITECT/ENGINEER shall obtain, at the expense of the State, all necessary borings, soil engineering, and other information required in connection with the Project, but only after estimated costs thereof have been submitted and have been approved in writing by the State. The ARCHITECT/ENGINEER shall provide to the State such detailed cost estimates required by either the State or the ARCHITECT/ENGINEER, at the State's expense, but only after estimated costs thereof have been submitted and have been approved in writing by the State. 5.1.5 The ARCHITECT/ENGINEER shall furnish at the request of the State and at the State’s expense, a satisfactory land survey of the site giving, as applicable, grades and lines of streets, alleys, pavements and adjoining property; rights-of-way, restrictions, boundaries and contours of the site; locations, dimensions and complete data pertaining to existing buildings, other improvements and trees; and full information concerning available service and utility lines both public and private. 5.1.6 The ARCHITECT/ENGINEER shall exercise the A/E’s best judgment and selection in obtaining the information described in Paragraphs 5.1.4 and 5.1.5 and shall be entitled to rely on the accuracy of such information, survey and tests. ARTICLE 6 PAYMENTS TO THE ARCHITECT/ENGINEER 6.1 Payments on account of the ARCHITECT/ENGINEER's Basic Services shall be made as follows: 6.2 Monthly payments shall be made to the ARCHITECT/ENGINEER by the State within 30 days of the receipt by the State of an itemized invoice in accordance with this Agreement. Progress payments for Basic Services shall be in proportion to the services performed within each phase of service, not to exceed the following percentages: Delete or adjust percentages as stated in the contractor’s proposal Planning and Programming 5% Schematic Design Phase 10% Design Development Phase 20% Construction Documents Phase 40% Bidding or Negotiation Phase 5% Construction Administration Phase 20% 6.3 In all events, the ARCHITECT/ENGINEER shall submit the A/E’s completed itemized accounting of all costs monthly to the State, and the State shall make all payments within 30 days of receipt of the invoice. 6.4 No deductions shall be made from the ARCHITECT/ENGINEER's compensation on account of penalty, liquidated damages, or other sums withheld from payments to the Construction Contractor. 6.5 If the Project is suspended for more than three months or abandoned in whole or in part, the Page 11 of 24 ARCHITECT/ENGINEER shall be paid the A/E’s compensation for services performed prior to receipt of written notice from the State of such suspension or abandonment, together with Reimbursable Expenses then due and all terminal expenses resulting from such suspension or abandonment. 6.6 The State has 30 days from the date the State receives an invoice with full and complete supporting documentation to exercise its right to bill or credit adjustments made necessary by internal audits and quality assurance checks. ARTICLE 7 ARCHITECT/ENGINEER'S ACCOUNTING RECORDS 7.1 Records of the ARCHITECT/ENGINEER's Direct Personnel, Consultant and Reimbursable Expenses pertaining to the Project, and records of accounts between the State and the Construction Contractor, shall be kept on a generally recognized accounting basis and shall be available to the State or its authorized representative at mutually convenient times, at no additional cost to the State. ARTICLE 8 TERMINATION OF AGREEMENT 8.1 This Agreement may be terminated by either party upon the giving of seven (7) days written notice to the other party. In the Event of termination by the State for any reason other than a failure to perform on the part of the ARCHITECT/ENGINEER, the ARCHITECT/ENGINEER shall be entitled to receive payment for the actual services rendered and for sums the A/E irrevocably committed to the date of notice of termination. In the event that the ARCHITECT/ENGINEER shall be irrevocably committed to purchase any materials, supplies, or other tangible articles, the State shall be entitled to receive all such materials, supplies, or tangible articles when paid for. In the event of termination on the part of the ARCHITECT/ENGINEER, the ARCHITECT/ENGINEER shall be entitled to receive payment for services and disbursements actually rendered or paid to the date of notice of termination, less any expenses which the State may be put to as a result of the termination by the ARCHITECT/ENGINEER over and above the total sum agreed to herein. In the event that the ARCHITECT/ENGINEER shall have been paid in full for services and expenses previously rendered or paid as of the date of notice of termination, the ARCHITECT/ENGINEER agrees to promptly pay the State such additional expense upon submission of statement of such expense to the ARCHITECT/ENGINEER by the State. 8.2 It is understood that a breach on the part of the State of this Agreement shall be sufficient reason for the ARCHITECT/ENGINEER to be relieved of the additional expense referred to in this section. 8.3 Notwithstanding any of the foregoing, the State's obligations under this Agreement shall cease when the funds appropriated for this Agreement are expended. ARTICLE 9 OWNERSHIP OF DOCUMENTS 9.1 Ownership of Documents: All products of ARCHITECT/ENGINEER’S work, including all drawings, specifications, estimates, and all other documents, including shop drawings, calculations, etc., prepared at any time in connection with the Project, are the sole property of the State, whether the work is executed or not and may not be copyrighted or resold by ARCHITECT/ENGINEER. ARCHITECT/ENGINEER herby agrees to furnish drawings in .dwg and PDF formats, final PDF drawings are to be stamped and signed; final .dwg drawings do not need to be stamped or signed. Specifications, estimates and all other electronic documents are to be in or converted to Microsoft Office: Word, Excel, Project, etc. Any project documents that are not in or converted to one of the above electronic formats, ARCHITECT/ENGINEER shall provide three (3) copies of all such documents. ARCHITECT/ENGINEER shall submit all .dwgs documents to the State in AutoCAD 2019 format or newer with all items embedded including Xrefs and photos. ARCHITECT/ENGINEER shall verify compatibility with the State’s CADD unit prior to using any AutoCAD specialty software suite or product (civil, mechanical, map, etc.). ARCHITECT/ENGINEER shall furnish all custom support cad files (fonts, line types, plot styles, etc.) to the State. All drawings shall include a configured layout tab with sheet border and viewports for printing. ARCHITECT/ENGINEER shall submit all electronic files to the State on an optical disc, CD, DVD or USB storage drive in a format suitable for use by the Department of Buildings and General Services. These documents are Page 12 of 24 to be provided by ARCHITECT/ENGINEER at no additional cost to the State. PLAN SECURITY CERTIFICATION 9.2 ARCHITECT/ENGINEER 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, systems, or other structures owned, operated, or leased by the state. Furthermore, ARCHITECT/ENGINEER 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. ARTICLE 10 SUCCESSORS AND ASSIGNS 10.1 The ARCHITECT/ENGINEER hereby agrees that the A/E will not assign the performance of this Agreement to any other ARCHITECT/ENGINEER not specifically mentioned herein without the prior written consent of the State, provided; however, that this Agreement will inure to the benefit of and be binding upon the partners, successors, assigns or legal representatives of the ARCHITECT/ENGINEER. 10.2 The ARCHITECT/ENGINEER hereby agrees that the A/E shall personally perform, or personally supervise, all of the services or work in connection with the Project as are designated as the duties and obligations of the ARCHITECT/ENGINEER under this Agreement, and further, the ARCHITECT/ENGINEER agrees that the A/E is solely responsible for the performance of the services designated in this Agreement as those of the ARCHITECT/ENGINEER. ARTICLE 11 TAXES 11.1 The State is exempt from all sales and federal excise taxes. ARCHITECT/ENGINEER will be responsible for the payment of any sales, consumer, use and other similar taxes for the Work or portions thereof provided by the ARCHITECT/ENGINEER which are legally enacted at the time bids are received, whether or not yet effective. ARTICLE 12 CHANGES TO ARCHITECT/ENGINEER AGREEMENT 12.1 The State may increase, decrease, or alter the work or materials, or it may otherwise modify the specifications or conditions of the project to be furnished. Any changes so occasioned, including to amounts to be paid to the A/E, shall be in the form of a change order which shall be agreed to and approved in writing by the Commissioner of the Department of Buildings and General Services, and which shall become a part of this Contract. Verbal instructions, from any source, shall not be valid. No claim or defense may be made under the Contract with respect to such changes unless agreed to in writing. ARTICLE 13 GENERAL 13.1 This Agreement consists of *** pages including the following attachments which are incorporated herein. Page 13 of 24 ATTACHMENT A: Scope of Services ATTACHMENT B: Payment Provisions ATTACHMENT C: Standard State Provisions for Contracts and Grants, a preprinted form (revision dated 12/15/2017). ATTACHMENT D: Standard State Provisions - Architect/Engineer Professional Service Agreement (dated 11/14/2022) ORDER OF PRECEDENCE 13.2 Order of Precedence: Any ambiguity, conflict or inconsistency in the documents comprising this Agreement shall be resolved according to the following order of precedence: (1) Standard Contract (2) Attachment D (Standard State Provisions - Architect/Engineer Professional Service Agreement) (3) Attachment C (Standard Contract Provisions for Contracts and Grants) (4) Attachment A (5) Attachment B (6) List other attachments in order of precedence 13.3 The obligations and duties contained in Articles, 4, 5, 11, of this Agreement shall apply to ARCHITECT/ENGINEER’s subcontractors as well as to the ARCHITECT/ENGINEER. The ARCHITECT/ENGINEER agrees to include Articles 4, 5, 11 in all its subcontracts. The ARCHITECT/ENGINEER has complied with and shall continue to comply with all requirements with respect to qualification to do business in Vermont and registration with the office of the Secretary of State. In the event that all or a portion of the project is to be subject to a subcontract of the ARCHITECT/ENGINEER, it shall be the responsibility of the ARCHITECT/ENGINEER to determine that the subcontractor has complied with the above requirements of registration and qualification. 13.4 Paragraph headings are inserted for convenience only and are not to be relied upon for content. This Agreement executed the day and year first written above. STATE: ARCHITECT/ENGINEER By: By: Name: Name: Title: Title: Date: Date: Page 14 of 24 ATTACHMENT A – SCOPE OF WORK OVERVIEW Contractor shall provide all professional services necessary to satisfactorily complete *** of the *** at *** in ***, Vermont. The Project shall be in accordance with the work described in Attachment A. The following represents a summary description of the Project. DESCRIPTION OF WORK: A. The work consists of, but is not limited to, the ***. Including, but not limited to, the following major components: Delete the following paragraph if Submittal Exchange isn’t going to be used: ELECTRONIC SUBMITTALS: Contractor shall obtain a license for the State to utilize Submittal Exchange for the purposes of this project. The State and its representatives will have full control of the use of Submittal Exchange by authorized users of the State. A. Submittal Exchange® (www.submitalexchange.com) shall be used to provide an on-line database and repository, which shall be used to transmit and track project-related documents. The intent for using this service is to expedite the construction process by reducing paperwork, improving information flow, and decreasing submittal review turnaround time. a. Project submittals (shop drawing, product data and quality assurance submittals) shall be transmitted by the Contractor in PDF to Submittal Exchange®, where it will be tracked and stored for retrieval for review. After the submittal is reviewed it shall be uploaded back to Submittal Exchange® for action and use by the Contractor. b. The service also tracks and stores documents related to the project such as Request for Information (RFI’s), Architect/Engineer's Supplemental Instructions (ASI), Information Bulletins (IB’s), CAD Coordination, Commission, Construction Change Directive (CCD), Contractor’s Daily Reports, Minutes, Photos, Quality Control, Shop Drawings, Testing, Closeout Documents including As-Built Drawings, Operations and Maintenance Manuals and other project related documents. c. The electronic submittal process shall not be used for color samples, color charts, or physical material samples. B. The Project Manager will coordinate the initial training between the Contractor and Submittal Exchange®. http://www.submitalexchange.com/ Page 15 of 24 Attachment B - Payment Provisions The State shall pay the Contractor a maximum amount of $*** upon satisfactory completion of the project and acceptance thereof by the state for all work identified in the Standard Contract Form and Attachment A, as follows: 1. Contract Sum: The State shall pay Contractor compensation as follows: Maximum Amount of $***; this sum includes any and all costs associated with the services provided under this contract, Including reimbursable expenses. 2. If Additional Services are required and approved in advance by the State, services shall be invoiced as follows only after an executed change order has been issued: a. Hourly Rate Schedules for contractor and subconsultants: *** Title Hourly Rate b. Detailed itemization of reimbursable expenses associated with the additional services. c. The multiplier for additional services of professional sub-consultants is ***%. 3. Contractor shall be paid based on documentation of work performed and included in invoices. Contractor shall submit invoicing and shall include: • A numbered invoice. • Description of work, # of hours worked if applicable, including copies of time sheets and a certified payroll following the USDOL form (or comparable); • Copies of original receipts for all materials purchased or costs incurred as a result of the scope of work (if applicable); • Time frame indicated of when work was performed; • Contract number that the invoice is to be paid from; • Certification that the Contractor has no ownership (majority or minority) in any subcontractor they claim for profit and overhead; • Supporting documentation of material costs, in accordance with the percentage specified in the contract. This supporting documentation is required for verification. 4. This agreement represents the entire agreement between the parties; 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. 5. Work Product Ownership: All products of the Contractor’s work, including outlines, reports, charts, sketches, drawings, art work, plans, photographs, specifications, estimates, computer programs, or similar documents become the sole property of the State of Vermont and may not be copyrighted or resold by Contractor. 6. Contractor shall provide a detailed description of all work completed with each invoice. 7. Payment Terms: Net 30. The State has 30 days from the date the state receives an invoice with full and complete supporting documentation, free from errors, to exercise its right to bill or credit adjustments made necessary by internal audits and quality assurance checks. 8. The State shall not pay for any unauthorized labor, materials, equipment or expenses of Contractor. Page 16 of 24 9. Any services outside of agreement shall not be allowed. 10. The amount of compensation paid to the undersigned for extra work and change orders in one of the following manners as directed by the State. a. A price agreed upon between the State and the Contractor. b. A price determined by adding 15% for overhead and profit to the total direct cost of any extra work. 11. Contractor shall invoice the State at: State of Vermont Buildings and General Services Attention: Project Manager 133 State St., 5th Floor Montpelier, VT 05633-5801 Page 17 of 24 ATTACHMENT C: STANDARD STATE PROVISIONS FOR CONTRACTS AND GRANTS REVISED DECEMBER 15, 2017 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. 3. Governing Law, Jurisdiction and Venue; No Waiver of Jury Trial: This Agreement will be governed by the laws of the State of Vermont. 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 with regard to 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: 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. 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. 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. 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 costs or other costs of the Party or any third party. Page 18 of 24 8. Insurance: Before commencing work on this Agreement the Party must provide certificates of insurance to show that the following minimum coverages are in effect. It is the responsibility of the Party to maintain current certificates of insurance on file with the State through the term of this Agreement. No warranty is made that the coverages and limits listed herein are adequate to cover and protect the interests of the Party for the Party’s operations. These are solely minimums that have been established to protect the interests of the State. Workers Compensation: With respect to all operations performed, the Party shall carry workers’ compensation insurance in accordance with the laws of the State of Vermont. Vermont will accept an out-of-state employer's workers’ compensation coverage while operating in Vermont provided that the insurance carrier is licensed to write insurance in Vermont and an amendatory endorsement is added to the policy adding Vermont for coverage purposes. Otherwise, the party shall secure a Vermont workers’ compensation policy, if necessary to comply with Vermont law. General Liability and Property Damage: With respect to all operations performed under this Agreement, the Party shall carry general liability insurance having all major divisions of coverage including, but not limited to: Premises - Operations Products and Completed Operations Personal Injury Liability Contractual Liability The policy shall be on an occurrence form and limits shall not be less than: $1,000,000 Each Occurrence $2,000,000 General Aggregate $1,000,000 Products/Completed Operations Aggregate $1,000,000 Personal & Advertising Injury Automotive Liability: The Party shall carry automotive liability insurance covering all motor vehicles, including hired and non-owned coverage, used in connection with the Agreement. Limits of coverage shall not be less than $500,000 combined single limit. If performance of this Agreement involves construction, or the transport of persons or hazardous materials, limits of coverage shall not be less than $1,000,000 combined single limit. Additional Insured. The General Liability and Property Damage coverages required for performance of this Agreement shall include the State of Vermont and its agencies, departments, officers and employees as Additional Insureds. If performance of this Agreement involves construction, or the transport of persons or hazardous materials, then the required Automotive Liability coverage shall