REQUEST FOR PROPOSALS. Ecosystem Restoration and Protection Services

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1 STATE OF VERMONT AGENCY OF NATURAL RESOURCES DEPARTMENT OF ENVIRONMENTAL CONSERVATION REQUEST FOR PROPOSALS Ecosystem Restoration and Protection Services PROPOSAL INSTRUCTIONS: All proposals must be addressed to the: Vermont Agency of Natural Resources VTDEC Watershed Management Division Ecosystem Restoration Program Kari Dolan, CFM, Director 103 S. Main Street Bldg 10 North Waterbury, VT All bidders are hereby notified that proposals must be submitted electronically to Heather Bullett, Ecosystem Restoration Program (ERP), Grant Management Specialist, at by close of business (4:30 pm) on the proposal due date (July 20, 2012). Bidders are cautioned that it is their responsibility to originate the sending of proposals in sufficient time to ensure receipt by the State by the proposal due date. Proposals not in possession of the State by the close of business of the proposal due date will not be considered. The Vermont Department of Environmental Conservation may, for cause, change the date and/or time of the proposal due deadline. If a change is made, the State will make a reasonable effort to inform all bidders. Bid results may be requested in writing and are available once an award has been made.

2 STATE OF VERMONT AGENCY OF NATURAL RESOURCES DEPARTMENT OF ENVIRONMENTAL CONSERVATION COMPANY NAME STREET ADDRESS POSTAL ADDRESS CITY, STATE, ZIP This form must be completed and submitted as part of the response for the bid to be considered valid. The undersigned has read, understood and accepted all provisions, terms and conditions of this proposal. VERMONT TAX CERTIFICATE To meet the requirements of Vermont Statute 32 V.S.A. 3113, by law, no agency of the State may enter into, extend or renew any contract for the provision of goods, services or real estate space with any person unless such person first certifies, under the pains and penalties of perjury, that he or she is in good standing with the Department of Taxes. A person is in good standing if no taxes are due, if the liability for any taxes that may be due is on appeal, or if the person is in compliance with a payment plan approved by the Commissioner of Taxes, 32 V.S.A In signing this bid, the bidder certifies under the pains and penalties of perjury that the company/individual is in good standing with respect to, or in full compliance with a plan to pay, any and all taxes due the State of Vermont as of the date this statement is made. Delivery Offered 30 Days After Notice of Award Terms of Sale Quotation Valid for 30 Days Date: Telephone Number: Fax Number: Name of Company: Federal Identification Number: address: By: Signature (Proposal Not Valid Unless Signed) Name: (Type or Print)

3 STATE OF VERMONT AGENCY OF NATURAL RESOURCES DEPARTMENT OF ENVIRONMENTAL CONSERVATION A. INTRODUCTION: The Vermont Department of Environmental Conservation (hereinafter State ) requests formal written proposals and qualifications from consultants to supply Ecosystem Restoration and Protection Services hereinafter referred to as the requested services at locations throughout the State of Vermont. The requested services consist of projects developed as part of the Vermont Surface Water Management Strategy and described as priorities in tactical basin plans. The services are designed to improve water quality, including but not limited to: implementing phosphorus management actions that have multiple benefits such as improving natural stream stability; incorporating the science of fluvial geomorphology in river corridor management decisions; enhancing flood resiliency; improving in-stream and wetland habitat; restoring and protecting riparian habitat (i.e., lands adjacent to streams, lakes, and wetlands); mitigating the effects of hydrologic modification; reducing polluted runoff that contain sediment, nutrients, and other pollutants; and enhancing the environmental and economic sustainability of agricultural lands by reducing soil loss. B. CONTACT: All communications concerning this Request for Proposal (RFP) are to be addressed in writing to the attention of: Agency of Natural Resources Vermont Department of Environmental Conservation Watershed Management Division Ecosystem Restoration Program Kari Dolan, CFM, Director 103 S. Main Street Bldg 10 North Waterbury, VT Phone: Fax: kari.dolan@state.vt.us

4 C. RESOURCES: The total State capital funding anticipated for the requested services is up to $750,000 per fiscal year. Resources for future years will be contingent upon appropriation from the legislature. D. GENERAL SPECIFICATIONS: The State is requesting proposals for the performance of one or more of the range of services described in Section E (SCOPE OF SERVICES) below. Firms need not present qualifications for the entire range of services, and firms may be offered contracts that do not include the full range of services described in Section E. Since this RFP does not contain site-specific information, which may affect the cost of service, proposals will be accepted on an hourly billing rate for specific professional activities described in Section E below. The State anticipates signing contracts with several firms under the terms described in this RFP. This will allow the State to select the most appropriate contractor to provide the requested services associated with specific Ecosystem Restoration and Protection efforts based upon cost, location, contractor availability, and services provided under the terms of the contract. Funding is contingent upon availability. The State shall contact the firms selected under this general contract when the requested services are required. The State anticipates that each contractor may be offered multiple opportunities to provide the requested services within the contract period. However, it is possible that a contractor would receive no offers to provide the requested services during the contract period. The contract form will be the State of Vermont Standard Contract for Personal Services, with attachments. Appendix A contains the customary State contract provisions. Please refrain from bidding if the contract and provisions are not acceptable to your firm. The State will not negotiate changes in the contract or in these provisions. The State reserves the right to solicit contractors for the requested services through the normal competitive bid process. E. SCOPE OF SERVICES: Generally, the work to be performed under this contract is likely to include: Project Management: Involving project oversight, supervising staff assigned to the project, monitoring of project progress, schedule, and deliverables and interfacing with the Agency of Natural Resources and/or Agency of Agriculture, Food & Markets. Data Compilation: Compiling existing data, particularly from: survey information; topography; Geographic Information System (GIS) data layers; river corridor, basin, mitigation, and municipal planning documents; water quality monitoring; reports; parcel maps; public meeting minutes; and other data pertinent to the project. Public Outreach: Sponsoring and conducting public meetings in collaboration with the Agency of Natural Resources and/or Agency of Agriculture, Food & Markets; one-on-one meetings with landowners; identifying and coordinating with stakeholders; defining project objectives; conducting educational activities; attending local planning, selectboard, and/or other meetings;

5 and other public relations activities such as: developing newspaper ads and website content; and designing signage for easements and fences. Project Identification & Alternatives Analyses: Critical source area identification and prioritization, project development including preliminary landowner commitment and alternatives selection shall reflect, wherever possible, stakeholder consensus and will accommodate the goals of the ERP. Project identification will rely on existing and/or new data, including spatial analysis and water chemistry. Project Design: Producing maps and/or design drawings adequate for: regulatory considerations; public representations of the project; creating a basis for landowner commitments; construction contracts or reference in conservation easement documents; and supportive of the project objectives and the goals of the ERP. For example, developing planting plans for riparian buffer vegetation or incorporating stream survey results into a restoration project that maintains, restores, or accommodates the evolution of the fluvial dynamic equilibrium condition. Program Application: Identifying opportunities for leveraged funding and working with stakeholders to generate proposals/applications and apply for the appropriate sources of project funding; preparing and submitting qualifying projects through the appropriate funding program application or sign-up process. Secure Federal, State & Local Regulatory Authorizations: Providing preliminary conceptual project descriptions to regulators, including site visits; submitting, on behalf of the project sponsor, permit applications (e.g., stormwater construction general permit, state and federal historic and archeological preservation requirements); and responding to regulatory questions and requests for additional information until all regulatory requirements are satisfied (or until such time as the project sponsor may provide alternative directives). Construction Oversight: Overseeing construction of projects and documenting that the construction meets specified design standards and specifications. Documentation shall include certification that work complies with approved plans. Specific technical areas where expertise is sought include: Stream Geomorphic Assessment (SGA) and Planning: Performing SGA and SGA related services and providing reports in accordance with the most current versions of the Phase 1 and Phase 2 Stream Geomorphic Assessment Handbook, River Corridor Plan Guide, and Bridge and Culvert Assessment protocol. Contractor may also be called on to conduct appropriate site specific assessments to serve as a basis for project design; such stream surveys shall generally follow methods presented in the Stream Geomorphic Assessment Phase III Protocols. All assessment handbooks, guides and protocols are available at: Wetland and Floodplain Assessment and Restoration: Performing wetland delineation; wetland functional and condition assessment; wetland or floodplain restoration design, engineering, and construction oversight; and post-construction monitoring.

6 Stormwater Inventory/Assessment: Assessing the effects of hydrologic modification on water quality, in agricultural, suburban and urban settings; mapping drainage networks and subwatersheds/sewersheds; utilizing hydrologic/hydraulic modeling and other available tools to prioritize critical source areas and evaluate potential solutions. Stormwater Management: Designing (including verification with hydraulic/hydrologic modeling where applicable) retrofit practices to mitigate excess hydrology and provide water quality treatment to reduce sediment and nutrient loads; drawing on previous experience to design high-functioning, low-maintenance facilities with an emphasis, though not exclusive, on Low Impact Development (LID) and other innovative stormwater techniques; and developing maintenance plans to ensure long-term viability of practices. Projects could also involve drainage mapping and illicit discharge detection and elimination (IDDE) projects to correct for cross-connections and leakage from sanitary sewers to stormwater collection systems. Road Inventory and Assessment: Conducting an inventory of a municipal road system to identify erosion problems and developing estimates of the amount of sediment discharged to surface water. Designing practices to correct the priority problems and developing cost estimates for implementation. Bio-engineering/Bio-technical Practice Implementation: Implementing stabilization measures for road banks, stream banks and lakeshores that rely on bio-engineering or bio-technical solutions to maximize the amount of vegetation as opposed to structure along streams and lakes; installing plantings and other measures within riparian corridors to enhance stream stability and wildlife habitat. F. PROPOSAL FORMAT: This proposal shall include the following elements: 1. Qualifications of the Project Team. Identify qualifications of the persons who will be available for work under this contract ( project team ). For each member of the project team, please provide a resume that includes the following information: Name and Title Project Team Role Professional Licenses or Certifications held Please also indicate the specific types of services and technical areas (as described in Section E) that the team is interested in conducting under this contract. 2. Vermont Water Quality Project Experience. For each project team member, identify up to five Vermont-based projects in which they have participated that were designed to protect, restore, or enhance water quality involving the requested services and the role(s) performed (project manager, data compilation, alternatives analyses, assessments, design, etc.) within the last three (3) years. If no such Vermont-based experience exists, other relevant examples may be substituted. 3. Billing Rates for the Requested Services in US Dollars per Hour. This contract will be performed over a three year time-frame. For all information requested below, provide current costs (option year one) as well as costs for option years two and three. Labor Rates - Provide billing rates for one or more of the following positions:

7 1. Project Management 2. Project Design and Engineering 3. Land Survey 4. Regulatory Permitting 5. Remote Sensing 6. Field Assessment 7. GIS and Computer-Aided Design and Drafting (CADD) Applications 8. Data Quality Assurance 9. Data Entry 10. Data Analysis & Report Preparation 11. Public Outreach Travel - Travel will be limited by Federal Travel Regulations. Reproduction - Provide cost per each Electronic Files Compact Disk (CD). Provide reproduction costs for each sheet including the following: 1. Drawings (11 x 17 ) 2. Specs / Cost Estimates / Design Folder 3. 8 ½ x 11 Paper 4. 8 ½ x 14 Paper 4. Geographic Availability. Indicate any geographic limitations on availability; i.e. will availability to provide the described project planning, development, and design services for individual projects be limited by distance from home, office, or base of operations? Describe any geographic limitations on a watershed basis. 5. Proof of Insurance. Provide a proof-of-insurance form for the required insurance coverage (see Contract Attachment C for limits). Insurance coverage must be in place by the contract start date (not necessary for the purpose of this proposal). 6. Procurement Policy: Provide a copy of Contractor s procurement policy. G. CANDIDATE SELECTION CRITERIA: All proposals will be judged by the following criteria: Completeness All proposals shall be evaluated for completeness. All proposal elements identified in Section F above must be included. Incomplete proposals will not be evaluated. In the event an insufficient number of proposals are considered complete, bidders may be given extra time to submit addendums. Qualifications of the Project Team Vermont Water Quality Project Experience Geographic Availability Cost The State will conduct interviews with the finalists at its discretion. Several firms may be invited to sign contracts.

8 H. CONTRACTOR SELECTION SCHEDULE: Electronic proposals are due to Heather Bullett by 4:30 p.m. on Friday, July 20, Interviews may be conducted over the following two week period. Invitations to sign contracts will be issued by August 3, All invitations will be in writing; bidders no longer being considered will be notified by mail.

9 Appendix A Standard State Contract Conditions 1. Parties: This is a contract for personal services between the State of Vermont, Department of Environmental Conservation (hereinafter called State ), and with principal place of business at (hereafter called Contractor). It is the Contractor s responsibility to contact the Vermont Department of Taxes to determine if, by law, the Contractor is required to have a Vermont Department of Taxes Business Account Number. 2. Subject Matter: The subject matter of this contract is personal services generally on the subject of. Detailed services to be provided by the contractor are described in Attachment A. 3. Maximum Amount: In consideration of the services to be performed by Contractor, the State agrees to pay Contractor, in accordance with the payment provisions specified in Attachment B, a sum not to exceed $. This contract cannot be used as match for the purpose of obtaining additional federal funds by the contractor without the written approval of the State. 4. Contract Term: The period of contractor s performance shall begin upon date of execution, signified by the date of signature by the State and end on. 5. Source of Funds: General Fund Other $ $ Fund 6. Amendment: No changes, modifications, or amendments in the terms and conditions of this contract shall be effective unless reduced to writing, numbered and signed by the duly authorized representative of the State and Contractor. Any request for an amendment to this contract must be made in writing at least 30 days prior to the end date of this contract or the request may be denied. 7. Cancellation: This contract may be canceled by either party by giving written notice at least days in advance. 8. Fiscal Year: The contractor s fiscal year starts and ends. 9. Contact persons: Contractor Program Contact: Name Phone: Address: State s Program Contact: Name Phone: Address: Contractor Fiscal Contact: Name: Phone: Address: State s Fiscal Contact: Name: Phone: Address: 10. Attachments: This contract consists of the following attachments which are incorporated herein: Attachment A - Specifications of Work to be Performed Attachment B - Payment Provisions Attachment C - Customary State Contract Provisions Attachment D - Other Provisions

10 WE, THE UNDERSIGNED PARTIES, AGREE TO BE BOUND BY THIS CONTRACT. STATE OF VERMONT CONTRACTOR By: By: Commissioner Department of Environmental Date: Name: (Print) Title: Date:

11 ATTACHMENT A SPECIFICATIONS OF WORK TO BE PERFORMED As described under the Scope of Services, in Section E above, with details on location and specifics of the particular contract amount and period of performance. 1. The State shall pay contractor as follows: ATTACHMENT B PAYMENT PROVISIONS 2. If the work described in any invoice as provided by the contractor, has not been completed to the satisfaction of the State, as determined by the project manager, the State reserves the right to withhold payment until the invoiced work has been satisfactorily completed. Overdue balances resulting from non-payment for unsatisfactory work will not be subject to interest or finance charges. The State shall not be responsible for expenses of the Contractor. 3. Contractor will submit all invoices to the State s Project Manager. 4. All invoices shall be on Contractor s letterhead and following the above provisions. 5. There are no advanced payments under this contract. 6. All payments made to the Contractor by the State are based on the successful completion of performance measures. Successful completion of each measure is clearly outlined in the scope of work. If the Contractor is unable to obtain successful completion of a performance measure within the terms and conditions of the contract, the Contractor may only receive a portion of the payment for that measure if partially completed or will not receive payment at all if substantial performance of that measure is not demonstrated.

12 ATTACHMENT C: STANDARD STATE PROVISIONS FOR CONTRACTS AND GRANTS 1. 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. 2. Applicable Law: This Agreement will be governed by the laws of the State of Vermont. 3. 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. 4. Appropriations: If this Agreement extends into more than one fiscal year of the State (July 1 to June 30), and if appropriations are insufficient to support this Agreement, the State may cancel at the end of the fiscal year, or otherwise upon the expiration of existing appropriation authority. In the case that this Agreement is a Grant that is funded in whole or in part by federal funds, and in the event federal funds become unavailable or reduced, the State may suspend or cancel this Grant immediately, and the State shall have no obligation to pay Subrecipient from State revenues. 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, Liability: The Party will act in an independent capacity and not as officers or employees of the State. The Party shall defend the State and its officers and employees against all claims or suits arising in whole or in part from any act or omission of the Party or of any agent of the Party. 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. 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. The Party shall indemnify the State and its officers and employees in the event that the State, its officers or employees become legally obligated to pay any damages or losses arising from any act or omission of the Party. 7. 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 the Agreement. No warranty is made that the coverages and limits listed State of Vermont Attachment C_07/01/2012 Page 1 of 4

13 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. General Liability and Property Damage: With respect to all operations performed under the contract, 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 Per Occurrence $1,000,000 General Aggregate $1,000,000 Products/Completed Operations Aggregate $ 50,000 Fire/ Legal/Liability Party shall name the State of Vermont and its officers and employees as additional insureds for liability arising out of this Agreement. 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: $1,000,000 combined single limit. Party shall name the State of Vermont and its officers and employees as additional insureds for liability arising out of this Agreement. 8. Reliance by the State on Representations: All payments by the State under this Agreement will be made in reliance upon the accuracy of all prior representations by the Party, including but not limited to bills, invoices, progress reports and other proofs of work. 9. Requirement to Have a Single Audit: In the case that this Agreement is a Grant that is funded in whole or in part by federal funds, and if this Subrecipient expends $500,000 or more in federal assistance during its fiscal year, the Subrecipient is required to have a single audit conducted in accordance with the Single Audit Act, except when it elects to have a program specific audit. The Subrecipient may elect to have a program specific audit if it expends funds under only one federal program and the federal program s laws, regulating or grant agreements do not require a financial statement audit of the Party. A Subrecipient is exempt if the Party expends less than $500,000 in total federal assistance in one year. The Subrecipient will complete the Certification of Audit Requirement annually within 45 days after its fiscal year end. If a single audit is required, the sub-recipient will submit a copy of the audit report to the primary pass-through Party and any other pass-through Party that requests it within 9 months. If a single audit is not required, the Subrecipient will submit the Schedule of Federal Expenditures within 45 days. These forms will be mailed to the Subrecipient by the Department of Finance and Management near the end of its fiscal State of Vermont Attachment C_07/01/2012 Page 2 of 4

14 year. These forms are also available on the Finance & Management Web page at: Records Available for Audit: The Party will maintain all books, documents, payroll papers, accounting records and other evidence pertaining to costs incurred under this agreement and make them available at reasonable times during the period of the Agreement and for three years thereafter for inspection by any authorized representatives of the State or Federal Government. If any litigation, claim, or audit is started before the expiration of the three year period, the records shall be retained until all litigation, claims or audit findings involving the records have been resolved. The State, by any authorized representative, shall have the right at all reasonable times to inspect or otherwise evaluate the work performed or being performed under this Agreement. 11. Fair Employment Practices and Americans with Disabilities Act: Party agrees to comply with the requirement of Title 21V.S.A. Chapter 5, Subchapter 6, relating to fair employment practices, to the full extent applicable. Party shall also ensure, to the full extent required by the Americans with Disabilities Act of 1990, as amended, that qualified individuals with disabilities receive equitable access to the services, programs, and activities provided by the Party under this Agreement. Party further agrees to include this provision in all subcontracts. 12. Set Off: The State may set off any sums which the Party owes the State against any sums due the Party under this Agreement; provided, however, that any set off of amounts due the State of Vermont as taxes shall be in accordance with the procedures more specifically provided hereinafter. 13. Taxes Due to the State: a. Party understands and acknowledges responsibility, if applicable, for compliance with State tax laws, including income tax withholding for employees performing services within the State, payment of use tax on property used within the State, corporate and/or personal income tax on income earned within the State. b. Party certifies under the pains and penalties of perjury that, as of the date the Agreement is signed, the Party is in good standing with respect to, or in full compliance with, a plan to pay any and all taxes due the State of Vermont. c. Party understands that final payment under this Agreement may be withheld if the Commissioner of Taxes determines that the Party is not in good standing with respect to or in full compliance with a plan to pay any and all taxes due to the State of Vermont. d. Party also understands the State may set off taxes (and related penalties, interest and fees) due to the State of Vermont, but only if the Party has failed to make an appeal within the time allowed by law, or an appeal has been taken and finally determined and the Party has no further legal recourse to contest the amounts due. 14. Child Support: (Applicable if the Party is a natural person, not a corporation or partnership.) Party states that, as of the date the Agreement is signed, he/she: a. is not under any obligation to pay child support; or b. is under such an obligation and is in good standing with respect to that obligation; or State of Vermont Attachment C_07/01/2012 Page 3 of 4

15 c. has agreed to a payment plan with the Vermont Office of Child Support Services and is in full compliance with that plan. Party makes this statement with regard to support owed to any and all children residing in Vermont. In addition, if the Party is a resident of Vermont, Party makes this statement with regard to support owed to any and all children residing in any other state or territory of the United States. 15. Sub-Agreements: Party shall not assign, subcontract or subgrant the performance of his Agreement or any portion thereof to any other Party without the prior written approval of the State. Party also agrees to include in all subcontract or subgrant agreements a tax certification in accordance with paragraph 13 above. 16. No Gifts or Gratuities: Party shall not give title or possession of any thing of substantial value (including property, currency, travel and/or education programs) to any officer or employee of the State during the term of this Agreement. 17. Copies: All written reports prepared under this Agreement will be printed using both sides of the paper. 18. Certification Regarding Debarment: Party certifies under pains and penalties of perjury that, as of the date that this Agreement is signed, neither Party nor Party s principals (officers, directors, owners, or partners) are presently debarred, suspended, proposed for debarment, declared ineligible or excluded from participation in federal programs or programs supported in whole or in part by federal funds. 19. Certification Regarding Use of State Funds: In the case that Party is an employer and this Agreement is a State Funded Grant in excess of $1,001, Party certifies that none of these State funds will be used to interfere with or restrain the exercise of Party s employee s rights with respect to unionization. (End of Standard Provisions) State of Vermont Attachment C_07/01/2012 Page 4 of 4

16 Attachment D Standard State Provisions Architect/Engineer Professional Service Agreement Attachment C, Paragraph 6 is deleted in its entirety and replaced with the following: 6. Independence, Liability, Indemnity: A. The Party will act in an independent capacity and not as officers or employees of the State. B. This Agreement requires the Party to provide professional services in the design and/or engineering of all or a part of the Project to which this Agreement relates. This is not an Agreement for construction services. However, construction administration, observation or certification services may be required on the part of the Party if this Agreement so provides. Before commencing work on this Agreement and throughout the term of this Agreement, the Party shall procure and maintain professional liability insurance for all services performed under this Agreement, with minimum coverage as required by the Agency of Administration but not less than $1,000,000 per claim and $2,000,000 policy aggregate. C. The Party shall defend the State and its officers and employees against all 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 providing nonprofessional services under this Agreement. As used herein, non-professional services means services provided under this Agreement other than professional services relating to the design and/or engineering of all or part of the project. The State shall notify the Party in the event of any such claim or suit covered by this Subsection C, and the Party shall immediately retain counsel and otherwise provide a complete defense against the entire claim or suit arising out of non-professional services provided under this Agreement. D. Notwithstanding anything to the contrary set forth in Subsection C above, the Party shall not be obligated to defend the State and its officers and employees against claims or suits arising from the Party s provision of engineering design services or architectural design services. However, the Party s obligation to defend the State and its officers and employees against all claims or suits arising out of non-professional services provided under this Agreement as provided in Subsection C above and the Party s other obligations under Attachment C shall remain in effect. E. The Party agrees to indemnify and hold the State, its officers and employees, harmless from and against monetary damages to third parties, together with reasonable costs, expenses and attorney s fees incurred and paid by the State in defending claims by third parties (collectively Damages ) but only in the event and to the extent such Damages are incurred and paid by the State as the proximate cause of negligent acts, errors or omissions ( Professional Negligence ) by the Party, its employees, agents, consultants and subcontractors, in providing the professional services required under this Agreement. Subcontracting: All subcontractors must be documented on the attached Request for Approval to Subcontract form (Attachment E). Prior to hiring a subcontractor, Contractor must provide a copy of their procurement policy to the State for approval.

17 Attachment E Department of Environmental Conservation Request for Approval to Subcontract Date of Request: Original Grantee/Contractor Name: Signature: Address: Phone Number: Contact Person: Agreement #: Subcontractor Name: Address: Phone Number: Contact Person: Scope of Subcontracted Services: Is any portion of the work being outsourced outside of the United States? YES NO Dollar Amount of Subcontracted Services: $ Date Range for Subcontracted Services: Start: End: DEC Contact Person: Signature: Phone Number: Business Office Review Comments: Approval: Title: Date: Required: Contractor cannot subcontract until they receive this signed approval from the State of Vermont. On the reverse side of this form there is language that must be included by the contractor in all subcontracting agreements.

18 Language to be included from State of Vermont Bulletin 3.5 in all subcontracting agreements: 11. Taxes Due To The State: a. Contractor understands and acknowledges responsibility, if applicable, for compliance with State tax laws, including income tax withholding for employees performing services within the State, payment of use tax on property used within the State, corporate and/or personal income tax on income earned within the State. b. Contractor certifies under the pains and penalties of perjury that, as of the date the contract is signed, the Contractor is in good standing with respect to, or in full compliance with, a plan to pay any and all taxes due the State of Vermont. c. Contractor understands that final payment under this contract may be withheld if the Commissioner of Taxes determines that the Contractor is not in good standing with respect to or in full compliance with a plan to pay any and all taxes due to the State of Vermont. d. Contractor also understands the State may set off taxes (and related penalties,interest and fees) due to the State of Vermont, but only if the Contractor has failed to make an appeal within the time allowed by law, or an appeal has been taken and finally determined and the Contractor has no further legal recourse to contest the amounts due. 12. Child Support: (Applicable if the Contractor is a natural person, not a corporation or partnership.) Contractor states that, as of the date the contract is signed, he/she: a. is not under any obligation to pay child support; or b. is under such an obligation and is in good standing with respect to that obligation; or c. has agreed to a payment plan with the Vermont Office of Child Support Services and is in full compliance with that plan. Contractor makes this statement with regard to support owed to any and all children residing in Vermont. In addition, if the Contractor is a resident of Vermont, Contractor makes this statement with regard to support owed to any and all children residing in any other state or territory of the United States. 13. Subcontractors: Contractor shall not assign or subcontract the performance of this agreement or any portion thereof to any other contractor without the prior written approval of the State. Contractor also agrees to include in all subcontract agreements a tax certification in accordance with paragraph 11 above.