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REQUEST FOR PROPOSALS

Evaluation of Thermal Energy Efficiency Programs in

Vermont’s Single Family Existing Buildings Market

Date Issued: March 31, 2017

Questions Due By: April 7, 2017

Response Due By: April 21, 2017

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Overview

The Vermont Public Service Department (PSD) is responsible for evaluating energy efficiency

programs implemented by Vermont’s Energy Efficiency Utilities (EEU’s). The purpose of this

Request for Proposals is to select a Contractor, or team of Contractors, to conduct an evaluation

of Vermont’s energy efficiency retrofit programs serving Vermont’s single family existing

buildings market. The evaluation will assess both thermal and electrical energy savings.

Contractor(s) must have extensive experience and demonstrated abilities in all aspects of energy

efficiency evaluation techniques, strategies, and principles, including study design, data analysis,

statistical sampling design (to address reliability, variance, and bias) and report writing.

Proposals are due by 4:00pm April 21, 2017 with the goal of selecting a Contractor by May 5,

2017. The contract will start as soon as practicable following the contract award for work and is

expected to be completed by November 30, 2017. The selected Contractor must be available to

begin work immediately.

Four original hard copies and an electronic email copy must be delivered to Keith Levenson,

Vermont Department of Public Service. Both electronic and hard copies must arrive before the

deadline. Proposals and questions should be addressed to:

Keith Levenson

Energy Programs Specialist

Vermont Department of Public Service

112 State Street

Montpelier, VT 05620-2601

Phone: (802) 828-4072

Email: keith.levenson@vermont.gov

Questions about the RFP should be submitted to keith.levenson@vermont.gov in writing to no

later than 4:00 pm April 7, 2017. Responses to questions will be provided by 4:00 pm April 14.

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Introduction The DPS conducts its evaluation efforts in cooperation with Vermont’s Energy Efficiency

Utilities (EEUs), Efficiency Vermont (EVT) operated by Vermont Energy Investment

Corporation (VEIC), Vermont Gas Systems (VGS), and Burlington Electric Department (BED),

which delivers the efficiency services to electric ratepayers in the City of Burlington. This study

will have application across three energy efficiency retrofit and equipment replacement programs

in three jurisdictions (EVT, BED & VGS) as described in further detail below.

The purpose of this study is to separately evaluate and verify the impact of thermal energy

efficiency programs for both regulated and unregulated heating fuels for program years 2014,

2015 and 2016, as well as the electric energy savings attributable to these programs. Therefore,

this evaluation has four distinct tracks, one track for VGS’s Home Retrofit (HR) program,

another for VGS’s Residential Equipment Replacement (RER) program (both regulated fuel

programs) a third track for low income VGS customers implemented with the Champlain Valley

Weatherization Service (CVWS) and a fourth track for the statewide Home Performance with

ENERGY STAR (HPwES) program (unregulated fuels) offered by EVT and BED. Note that the

Contractor may be asked to calculate separate HPwES realization rates for EVT and BED if it is

determined that the delivery methods or the customer characteristics are significantly different

for BED participants. The four distinct programs will be evaluated on separate tracks, in parallel,

through this study. All programs concentrate on thermal energy efficiency and have an electric

efficiency component but each is different in program design, structure and fuel-type focus.

The approach taken through this RFP is intended to achieve some cost savings by using the same

contractor(s) to evaluate the four different programs.

EVT/BED Home Performance with ENERGY STAR Program

Since 2005 EVT and BED have offered the statewide HPwES program that addresses heating

efficiency and building envelope improvements to drive energy savings mostly from unregulated

fuels (heating oil, propane, kerosene and wood) for residential customers. Since 2009, the GMP

Energy Efficiency Fund has also provided funding to support GMP customers completing

HPwES projects. Typical measures include insulation and air sealing. Heating system, heating

distribution and domestic hot water conservation measures are also installed, as well as electric

energy efficiency measures. The HPwES program determines participant eligibility and

calculates estimated energy savings on a ‘building features’ basis (based on building attributes

including heating systems, insulation levels and envelope characteristics). Customer incentives

up to $2,500 per home have been available since 2008 based on the energy efficiency measures

installed. Most HPwES participants are not VGS customers. However during the study time

frame 142 VGS customers participated in the statewide HPwES program because they did not

meet the threshold for participation in the VGS HR program, or simply chose to participate in

EVT’s program instead of VGS’. The HPwES program will be evaluated as its own stand-alone

program and will include the limited number of VGS participants referenced above.

The HPwES program serves low income customers in conjunction with the weatherization

organizations around the state.

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The following table illustrates HPwES participation rates for the proposed study period 2014,

2015 and 2016 (program years are the same as calendar years).

Efficiency Vermont's Home Performance with ENERGY

STAR

Historical Program Participation

2014 2015 2016

EVT/TEPF Participants 1992 1491 1462

Completed Projects 885 669 694

Split: EVT/TEPF

and GMP/CEED

Participants 50 NA

Completed Projects 109

BED (non-VGS) Participants 10 6 23*

Completed Projects 6 2 19*

VGS (or EVT/BED

split with VGS)

Participants 91 106 106

Completed Projects 48 41 52 *One project included 18 condominium units

VGS Home Retrofit Program

Since 1993 VGS has offered a HR program that addresses efficiency and building envelope

improvements to drive regulated natural-gas energy savings for its residential customers that

consume in excess of 60,000 Btus per square foot per year1. Typical measures include insulation

and air sealing. Heating system, heating distribution and domestic hot water efficiency measures

are also installed, as well as electric energy efficiency measures. The VGS HR program

determines participant eligibility and calculates estimated energy savings on an ‘operational’

basis (based on cost to operate the building and its systems). Priority for program participation is

given to customers with the highest annual natural gas usage. The VGS HR program will be

evaluated as its own stand-alone program.

VGS’ Home Retrofit program also has a low income component delivered in cooperation with

CVOEO’s Champlain Valley Weatherization Service with increased incentives and other

differences in program delivery. As such, the low income component will need to be evaluated

separately from the standard Home Retrofit program.

The following table illustrates participation rates in the VGS HR program for the proposed study

period 2014, 2015, and 2016 (program years are the same as calendar years).

VGS Home Retrofit Program 2014 2015 2016

Number of Projects * 124* 146* 156*

Number of Low Income Projects 38 23 30 *in 2014, 10 projects were custom low income done by VGS, in 2015, 4 were custom low income done by VGS, in 2016, 4 were custom low income done by VGS. These custom projects are included in VGS number of projects.

1 The 60,000 Btu/SF/yr. is a guideline. VGS made exceptions for some projects during the study period.

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VGS Residential Equipment Replacement Program

Vermont Gas’ Residential Equipment Replacement (RER) program offers rebates on high

efficiency space and water heating equipment. that exceeds the standards established by the

National Appliance Energy Conservation Act (NAECA) or the de facto baseline efficiency for

the specific equipment type. These replacements typically occur when the equipment has failed

and can no longer be repaired, has reached the end of its useful life, or when the fuel source for

heating the home is being switched to natural gas. In addition to rebates, VGS offers customers

reduced interest loans up to $10,000 for high efficiency equipment through its partnership with

Green Mountain Credit Union. On a case-by-case basis, Vermont Gas will also screen custom

residential equipment and offer appropriate rebates.

VGS Residential Equipment Replacement Program 2014 2015 2016

Total Number of Prescriptive Rebates 1410 1270 1494

Hot Air Furnace 411 367 295

Hot Water Boiler 538 493 576

Direct Vent Space Heater 0 6 140

Storage Water Heater 57 17 15

Tankless Water Heater 133 121 341

Indirect-Fired DHW Storage Tank 271 266 127

Number of Custom Rebates 4 1 0

The DPS is seeking an experienced energy efficiency program evaluation Contractor, or team of

Contractors, to conduct an evaluation of the energy efficiency retrofit programs described above.

The scope of work includes impact evaluation on a ‘regulated fuels’ track (VGS HR) and an

‘unregulated fuels’ (HPwES) track. Some supporting process evaluation for each program will

also be required and is expected to overlap. The study will assess thermal and electric energy

savings for program years 2014, 2015 and 2016.

Billing data from natural gas and electric utilities will be available to the selected contractor as

needed. In addition, DPS will coordinate with the Vermont Fuel Dealers Association to inform

fuel dealers that incentives will be available for those dealers that make deliverable fuel billing

data available. After the initial outreach by the DPS, the selected contractor(s) will be required

to coordinate with the VFDA to administer fuel dealer incentives and sign consumer billing data

confidentiality agreements. Bidders should budget for this billing data acquisition project,

including incentives for participating fuel dealers.

Respondents are encouraged to review past DPS studies and the other materials at the site below

to familiarize themselves with the scope and methodology of the Department’s past EEU

evaluation efforts http://publicservice.vermont.gov/energy_efficiency/eeu_evaluation.

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In addition, general information about energy efficiency programs in Vermont is available at:

• Efficiency Vermont, www.efficiencyvermont.org

• Burlington Electric Department, www.burlingtonelectric.com

• Vermont Gas Systems, http://vermontgas.com

• Vermont Public Service Board, http://psb.vermont.gov

Scope of Work and Schedule

The tasks below apply to both the VGS HR program and the statewide EVT/BED HPwES

program unless otherwise indicated. Proposals should clearly and consistently identify the

bidder(s) approach, methods and cost for the HR evaluation track and the HPwES evaluation

track. Realization rates for the HPwES program should be determined for BED and EVT

separately.

Draft final reports for the impact evaluation (Task 2) are expected on September 29, 2017 and

the final reports are expected October 31, 2017. Draft deliverables for the process evaluation

(Task 3) are expected to be completed by June 30, 2017 and the final process evaluation report

are expected to be completed July 28, 2017.

The goal of the impact evaluations is to develop independent estimates of program savings and

to compare those evaluation results with internal program savings claims, as well as to provide

suggested mechanisms for adjusting future savings projections as necessary. The goal of the

process evaluations is to identify recommendations for increasing participation rates and average

savings per participant. Additional goals are to identify avenues for reducing program

administrative costs and for improving installed measure quality and longevity.

Task 1 – Kick Off Meeting

A. The selected Contractor(s) will meet with DPS staff, EVT, BED and VGS and any other

stakeholders as determined by the DPS to ensure there is a common understanding of the

project’s needs and the proposed work efforts and products, within ten business days

following contract award. Prior to this meeting, the Contractor(s) should familiarize

themselves with the operation of the EVT/BED HPwES and VGS HR energy efficiency

programs. In addition, Contractor(s) should come to this meeting prepared to identify the

level of Vermont EEU and deliverable fuel dealer assistance needed to effectively carry

out the scope of work (including data requests). This meeting should occur in person, no

more than ten business days following the start date of the evaluation contract.

B. Following the kick-off meeting, a revised work plan documenting the common

understandings between the Contractor(s) and the DPS (and stakeholders) will be

submitted to the DPS. This plan will include a detailed schedule for completion of

interim products (e.g. any preliminary results) and final report products (e.g. draft report

and final report, and final project databases). In addition, this plan should include a

Contractor(s) evaluation project management plan that identifies roles and hierarchy of

responsibility for project personnel including project manager, project budget manager,

sub-contractors and other personnel. The revised work plan should be provided to the

DPS within one week following the kick-off meeting.

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Task 2 – Impact Evaluation

The Contractor(s) will design, implement and execute an impact evaluation for each track (VGS

HR and EVT/BED HPwES) of the study with a focus on measurement and verification of the

thermal and electric energy savings achieved by each program for the program years 2014, 2015

and 2016. The selected Contractor(s) will weather normalize pre- and post-treatment

consumption and perform statistical analyses as necessary to support and tabulate the findings

for the following sub-tasks:

A. Analysis approach and sample plans - Bidders(s) should propose a consumption

history analysis approach and provide an associated sample plan for each track of the

study that addresses how the following objectives will be achieved for assessing

thermal and electric energy savings.

1. 80/10 confidence/precision, or in the event the data cannot support this level

of accuracy, an alternative means of supporting findings.

2. Matched sample of stalled participating and non-participating households as a

comparison group based on key demographic characteristics.

3. Methods for determining energy usage and peak day natural gas usage pre-

and post program participation (including a plan and incentive budget for

acquiring customer billing/ usage data from deliverable fuel dealers).

4. Methods to address homes with more than one fuel type (including wood

supplementation) and/or more than one fuel dealer during the study period and

strategies for determining energy savings for such participants.

5. Bidders are encouraged to propose other sampling considerations.

B. Determine total gross verified thermal and electric energy savings for each program

year (stratified by heating fuel type when appropriate), as well as average savings per

participant.

C. Analyze and discuss realization rate calculations by measure type / end use for each

fuel type and determine an overall program realization rate. All cost effective thermal

and electric program eligible measure types (as determined by the societal cost-

effectiveness test) should be addressed including but not limited to insulation types,

air sealing, heating system / distribution, hot water, and lighting.

D. Perform a review of thermal and electric energy savings calculation methodologies,

technical specifications, hours of use assumptions and other critical parameters

utilized in savings calculations compared to similar programs in other key states.

E. Document and explain any differences between verified weather normalized thermal

and electric energy savings and the program’s tracked savings and make

recommendations for ways to improve the accuracy of program reported savings.

F. Analyze the benefit / cost relationship of programs including program costs,

participant costs, average cost per participant and levelized cost per unit for total

resource savings.

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G. Analyze and summarize the relationship between thermal and electric measures and

explain the interactive effect that results from delivering thermal and electric

efficiency services congruently in the single family market.

Task 3 – Process Evaluation

Bidders(s) should propose an approach for evaluating the following process evaluation elements:

A. Program “participant” insights (participants are defined as having received an audit and

completed a project) and “stalled participant” insights (stalled participants are defined as

having received an audit but have not completed a project) including but not limited to

service quality, participation motivation, barriers / disincentives to participation and

factors influencing decision making related to proceeding or not proceeding with thermal

energy efficiency retrofit services including but not limited to incentive structure and/ or

financing options.

B. Contractors should identify and recommend how thermal efficiency services can be

modified to optimize program effectiveness and participation, improve operations, and

augment program design based on information obtained from the impact evaluation and

participant / stalled participant insights. This should focus on what is working and why,

and what opportunities for improvement exist based on the programs current scale and

budget and on Vermont’s statutory goal to improve the energy fitness of 80,000 homes

an average of 25% savings by 2020.

Any surveys / research under Task 3 are expected to be completed by June 30, 2017 and the

associated process evaluation analysis and draft reports are expected July 28, 2017.

Reporting Requirements and Deliverables

A. Bi-weekly (at minimum) or as-needed phone conferences and monthly progress reports to

provide project updates as outlined in the Project Management section below.

B. Drafts for review of survey instruments as well as all final evaluation resources, protocols

and data bases developed as part of the project.

C. Documentation of findings and recommendations at the completion of each final work

plan task.

D. Delivery of draft and final written reports that thoroughly document and explain the

evaluation methods, findings and recommendations resulting from the study.

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Project Management Management responsibilities include regular project updates with the DPS manager. The selected

Contractor shall assign one project manager that will be the lead in terms of communication with

the DPS. Management responsibilities include regular, bi-weekly (at a minimum) project

updates with the DPS project manager, in which the Contractor, the DPS manager, necessary

utility representatives and subcontractors will have a conference telephone call in which the

Contractor will provide a project progress review.

The Contractor shall prepare a monthly written progress report for the DPS indicating the

evaluation progress over the prior month, the planned activities for the next month, any issues

that need to be addressed with suggested in-budget resolutions.

In addition, the Consultant should plan and budget for facilitating sufficient collaboration

between the DPS, EVT, BED and VGS. The DPS is interested in including the EEU’s input and

perspective when appropriate. For example, the DPS will invite the EVT, BED and VGS to

provide comments on draft evaluation instruments throughout the study including but not limited

to survey design and sampling methodologies. Part of the Contractor’s role will be to efficiently

synthesize input from these stakeholders.

Databases from Project All on-site survey and interview data collected in this project shall be entered into an electronic

database(s) and provided to DPS to support additional analysis by DPS staff and to support

future evaluations. Data shall be submitted to the DPS in a mutually acceptable, commonly

usable electronic format, along with a documented data dictionary describing the database

contents. Proposals should discuss the suggested database to be used and the data quality

procedures planned.

Proposal Budget Respondents should clearly outline budgets for the project. Budgets should be broken out by

task and sub-task and indicate the total project budget. Hourly rates should be clearly identified

for all project staff, and should remain the same for the duration of the contract.

Note: Hourly rates and other proprietary information in the proposal should be clearly marked

as “confidential.” In the event that the proposal is the subject of a FOIA request, the DPS will

redact any information so marked.

The budget proposal should not exceed a total of $180,000.

Proposal Submission

Proposals are due by 4:00pm April 21, 2017 with the goal of selecting a Contractor by May 5,

2017. The selected Contractor must be available to begin work immediately.

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Four original hard copies and an electronic email copy must be delivered to Keith Levenson,

Vermont Department of Public Service. Both electronic and hard copies must arrive before the

deadline. Proposals and questions should be addressed to:

Keith Levenson

Energy Programs Specialist

Vermont Department of Public Service

112 State Street

Montpelier, VT 05620-2601

Phone: (802) 828-4072

Email: keith.levenson@vermont.gov

The proposal should present a clear understanding of the issues to be addressed and a description

of how the bidders proposed approach will accomplish the goals of this study. The proposal

should include the following sections:

1. Introduction.

2. Understanding of the scope of work and associated issues.

3. Overview of the proposed approach.

4. Detailed Task descriptions (including anticipated utility involvement if applicable).

5. Description of suggested database to be used and the data quality procedures planned.

6. Task, sub-task, and total project budget that includes a listing of all staff assigned to the

project, including project manager, budget manager, sub-contractors and their time

allocations and billing rates.

7. Timeline.

8. Qualifications of firm(s), including management and staff structure.

9. Qualification of individuals.

10. Descriptions of similar projects completed.

11. References, including a short description of the work performed for such references.

12. Attachment A: Sample report from prime Contractor, preferably for a similar evaluation.

13. Other attachments as may be necessary.

Criteria for Selection The DPS will evaluate the bidders’ proposals according to the criteria listed below. This list is

not necessarily provided in order of relative importance.

1. Responsiveness/thoroughness and practicality of the proposed approach in meeting the

research objectives and for completing the tasks described in this RFP.

2. Experience of key personnel in successfully completing similar research and ability to

provide on-time, in-budget research.

3. Experience of the bidder in successfully completing similar research and ability to

provide on-time, in-budget research.

4. The proposal presentation with respect to the following representations / discussions:

▪ Clear understanding of study requirements.

▪ Technical expertise to conduct the research.

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▪ Proven ability to accomplish both large sample on-site data collection as well as high

quality research and analysis.

▪ Ability to provide high-quality written analysis and reports.

▪ Quantity and quality of work relative to specified budget.

5. Proposed staffing plan of bidder, including staff assignments.

6. Past performance of the bidder and any proposed sub-contractors.

7. Quality and completeness of the proposal (in terms of coverage, organization, graphics,

grammar, spelling, etc.). The quality of the proposal (along with the sample report) will

be considered an indication of the likely appearance of deliverables from the bidder.

8. Bidder’s plan and ability to be present in Vermont.

9. Price and relative value for the cost.

Performance The selected Contractor(s) must agree to contract performance measure language. Contractor(s)

should propose methods for measuring and reporting on-going performance to the DPS.

Proposals should address performance measures including but not limited to timeliness, quality

of work, budget tracking and relationship management.

General Requirements The Contractor(s) hired must meet the following General Requirements:

1. Contractor(s) must have extensive experience and demonstrated abilities in all relevant

aspects of energy efficiency evaluation techniques, strategies, and principles, including

study design, data gathering, data analysis, statistical sampling design to address

reliability, variance, and bias; and report writing. The Contractor should possess a good

knowledge of energy efficiency program design, implementation, monitoring,

verification, and evaluation.

2. Contractor(s) must be fully conversant with current energy efficiency information

technology systems, DSM tracking systems, and applications.

3. Contractor(s) must not be currently employed by a partner firm in EVT, BED or VGS

and must agree not to undertake such employment during the term of this contract

without explicit approval from the DPS.

4. Contractor(s) must be available to begin work immediately after the contract is awarded

and commit to work completion as quickly as possible.

5. Contractor(s) should have the ability to be present in Vermont for the kick-off meeting

and other meetings as necessary.

6. A lead Contractor and lead contact person must be identified in joint proposals.

Terms and Conditions 1. Bidders must provide an hourly rate for various personnel to be assigned to each task

identified in the proposal. While actual hours by task cannot be known with precision in

advance, a best estimate should be provided with the proposal. A “not to exceed” budget

figure will be established in the Terms and Conditions of the contract with the successful

bidder.

2. Ownership of all work products will rest with the DPS.

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3. Any work products will be delivered to the DPS upon termination of the project.

4. Contractor(s) must agree to enter a confidentiality agreement to protect certain customer

specific information from public disclosure, as necessary.

5. The DPS reserves the right to amend or cancel this RFP at any time if the best interest of

the State requires such action.

6. The DPS reserves the right to reject any or all proposals and to waive informalities and

minor irregularities in proposals received and to accept any portion of a proposal if

deemed in the best interest of the State.

7. News releases pertaining to this RFP, contract award, or the project shall NOT be made

without prior written approval from the DPS.

8. Selection of the winning bidder will be made based on the sole opinion of the DPS that

the proposal submitted will be the most advantageous for the State.

9. The DPS reserves the right to make a selection without further discussion of proposals

received. Therefore, it is important that each proposal be submitted in the most complete

and accurate manner possible.

10. The DPS reserves the right to cancel any contract resulting from this RFP, for cause, as

will be defined in the Terms and Conditions of the final contract.

11. Contractor(s) agrees to the terms and conditions of Attachment A and B to this RFP,

which outline the Standard State Provisions for Contracts and Grants. Any requested

deviations from these Attachments must be presented in the response to this RFP. The

DPS and the State reserve the right to deny any such request.

The DPS assumes no liability in any fashion with respect to this RFP or any matters related

thereto. All prospective service providers and their assigns or successors, by their participation

in the RFP process, shall indemnify, save and hold the DPS and its employees and agents free

and harmless from all suits, causes of action, debts, rights, judgments, claims, demands,

accounts, damages, costs, losses and expenses of whatsoever kind in law or equity, known and

unknown, foreseen and unforeseen, arising from or out of this RFP and/or any subsequent acts

related thereto, including but not limited to the recommendation of a service provider and any

action brought by an unsuccessful prospective service provider.

Conflict of Interest and Confidentiality As data handled by the selected Contractor(s) is potentially sensitive in nature, the Contractor(s)

will need to sign and abide by a confidentiality agreement provided by the DPS, EVT, BED or

VGS when transfer of data is directly from those organizations. These confidentiality

agreements generally do not expire.

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Attachment A to the RFP

STANDARD STATE PROVISIONS

FOR CONTRACTS AND GRANTS

(REVISED JULY 1, 2016)

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 the 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.

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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. In the event the State withholds approval to settle

any such claim, then the Party shall proceed with the defense of the claim but under those

circumstances, the Party’s indemnification obligations shall be limited to the amount of the proposed

settlement initially rejected by the State.

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 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 or an agent of the Party in connection with the performance of this Agreement.

The Party agrees that in no event shall the terms of this Agreement nor any document required by the

Party in connection with its performance under this Agreement obligate the State to defend or

indemnify the Party or otherwise be liable for the expenses or reimbursement, including attorneys’

fees, collection costs or other costs of the Party except to the extent awarded by a court of competent

jurisdiction.

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 the

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

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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

include the State of Vermont and its agencies, departments, officers and employees as Additional

Insureds. Coverage shall be primary and non-contributory with any other insurance and self-

insurance.

Notice of Cancellation or Change. There shall be no cancellation, change, potential exhaustion of

aggregate limits or non-renewal of insurance coverage(s) without thirty (30) days written prior

written notice to the State.

9. Reliance by the State on Representations: All payments by the State under this Agreement will

be made in reliance upon the accuracy of all representations made by the Party in accordance with

the Contract, including but not limited to bills, invoices, progress reports and other proofs of work.

10. False Claims Act: The Party acknowledges that it is subject to the Vermont False Claims Act as

set forth in 32 V.S.A. § 630 et seq. If the Party violates the Vermont False Claims Act it shall be

liable to the State for civil penalties, treble damages and the costs of the investigation and

prosecution of such violation, including attorney’s fees, except as the same may be reduced by a

court of competent jurisdiction. The Party’s liability to the State under the False Claims Act shall not

be limited notwithstanding any agreement of the State to otherwise limit Party’s liability.

11. Whistleblower Protections: The Party shall not discriminate or retaliate against one of its

employees or agents for disclosing information concerning a violation of law, fraud, waste, abuse of

authority or acts threatening health or safety, including but not limited to allegations concerning the

False Claims Act. Further, the Party shall not require such employees or agents to forego monetary

awards as a result of such disclosures, nor should they be required to report misconduct to the Party

or its agents prior to reporting to any governmental entity and/or the public.

12. Federal Requirements Pertaining to Grants and Subrecipient Agreements:

A. 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, the Subrecipient will complete the Subrecipient

Annual Report annually within 45 days after its fiscal year end, informing the State of Vermont

whether or not a Single Audit is required for the prior fiscal year. If a Single Audit is required,

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the Subrecipient will submit a copy of the audit report to the granting Party within 9 months. If a

single audit is not required, only the Subrecipient Annual Report is required. For fiscal years ending before December 25, 2015, a Single Audit is required if the subrecipient

expends $500,000 or more in federal assistance during its fiscal year and must be conducted in

accordance with OMB Circular A-133. For fiscal years ending on or after December 25, 2015, a

Single Audit is required if the subrecipient expends $750,000 or more in federal assistance during

its fiscal year and must be conducted in accordance with 2 CFR Chapter I, Chapter II, Part 200,

Subpart F. The Subrecipient Annual Report is required to be submitted within 45 days, whether

or not a Single Audit is required.

B. Internal Controls: In the case that this Agreement is a Grant that is funded in whole or in part

by Federal funds, in accordance with 2 CFR Part II, §200.303, the Party must establish and

maintain effective internal control over the Federal award to provide reasonable assurance that

the Party is managing the Federal award in compliance with Federal statutes, regulations, and the

terms and conditions of the award. These internal controls should be in compliance with guidance

in “Standards for Internal Control in the Federal Government” issued by the Comptroller General

of the United States and the “Internal Control Integrated Framework”, issued by the Committee

of Sponsoring Organizations of the Treadway Commission (COSO).

C. Mandatory Disclosures: In the case that this Agreement is a Grant funded in whole or in part

by Federal funds, in accordance with 2CFR Part II, §200.113, Party must disclose, in a timely

manner, in writing to the State, all violations of Federal criminal law involving fraud, bribery, or

gratuity violations potentially affecting the Federal award. Failure to make required disclosures

may result in the imposition of sanctions which may include disallowance of costs incurred,

withholding of payments, termination of the Agreement, suspension/debarment, etc. 13. Records Available for Audit: The Party shall maintain all records pertaining to performance

under this agreement. “Records” means any written or recorded information, regardless of physical

form or characteristics, which is produced or acquired by the Party in the performance of this

agreement. Records produced or acquired in a machine readable electronic format shall be

maintained in that format. The records described shall be made available at reasonable times during

the period of the Agreement and for three years thereafter or for any period required by law for

inspection by any authorized representatives of the State or Federal Government. If any litigation,

claim, or audit is started before the expiration of the three-year period, the records shall be retained

until all litigation, claims or audit findings involving the records have been resolved.

14. Fair Employment Practices and Americans with Disabilities Act: Party agrees to comply with

the requirement of 21 V.S.A. Chapter 5, Subchapter 6, relating to fair employment practices, to the

full extent applicable. Party shall also ensure, to the full extent required by the Americans with

Disabilities Act of 1990, as amended, that qualified individuals with disabilities receive equitable

access to the services, programs, and activities provided by the Party under this Agreement.

15. 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.

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16. 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. 17. Taxation of Purchases: All State purchases must be invoiced tax free. An exemption certificate

will be furnished upon request with respect to otherwise taxable items.

18. Child Support: (Only applicable if the Party is a natural person, not a corporation or

partnership.) Party states that, as of the date 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

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.

19. Sub-Agreements: Party shall not assign, subcontract or subgrant the performance of this

Agreement or any portion thereof to any other Party without the prior written approval of the State.

Party shall be responsible and liable to the State for all acts or omissions of subcontractors and any

other person performing work under this Agreement pursuant to an agreement with Party or any

subcontractor.

In the case this Agreement is a contract with a total cost in excess of $250,000, the Party shall

provide to the State a list of all proposed subcontractors and subcontractors’ subcontractors, together

with the identity of those subcontractors’ workers compensation insurance providers, and additional

required or requested information, as applicable, in accordance with Section 32 of The Vermont

Recovery and Reinvestment Act of 2009 (Act No. 54).

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Party shall include the following provisions of this Attachment C in all subcontracts for work

performed solely for the State of Vermont and subcontracts for work performed in the State of

Vermont: Section 10 (“False Claims Act”); Section 11 (“Whistleblower Protections”); Section 14

(“Fair Employment Practices and Americans with Disabilities Act”); Section 16 (“Taxes Due the

State”); Section 18 (“Child Support”); Section 20 (“No Gifts or Gratuities”); Section 22

(“Certification Regarding Debarment”); Section 23 (“Certification Regarding Use of State Funds”);

Section 31 (“State Facilities”); and Section 32 (“Location of State Data”).

20. No Gifts or Gratuities: Party shall not give title or possession of anything of substantial value

(including property, currency, travel and/or education programs) to any officer or employee of the

State during the term of this Agreement.

21. Copies: Party shall use reasonable best efforts to ensure that all written reports prepared under

this Agreement are printed using both sides of the paper.

22. Certification Regarding Debarment: Party certifies under pains and penalties of perjury that, as

of the date that this Agreement is signed, neither Party nor Party’s principals (officers, directors,

owners, or partners) are presently debarred, suspended, proposed for debarment, declared ineligible

or excluded from participation in federal programs, or programs supported in whole or in part by

federal funds.

Party further certifies under pains and penalties of perjury that, as of the date that this Agreement is

signed, Party is not presently debarred, suspended, nor named on the State’s debarment list at:

http://bgs.vermont.gov/purchasing/debarment

23. 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.

24. Conflict of Interest: Party shall fully disclose, in writing, any conflicts of interest or potential

conflicts of interest.

25. Confidentiality: Party acknowledges and agrees that this Agreement and any and all information

obtained by the State from the Party in connection with this Agreement are subject to the State of

Vermont Access to Public Records Act, 1 V.S.A. § 315 et seq.

26. Force Majeure: Neither the State nor the Party shall be liable to the other for any failure or delay

of performance of any obligations under this Agreement to the extent such failure or delay shall have

been wholly or principally caused by acts or events beyond its reasonable control rendering

performance illegal or impossible (excluding strikes or lock-outs) (“Force Majeure”). Where Force

Majeure is asserted, the nonperforming party must prove that it made all reasonable efforts to

remove, eliminate or minimize such cause of delay or damages, diligently pursued performance of its

obligations under this Agreement, substantially fulfilled all non-excused obligations, and timely

notified the other party of the likelihood or actual occurrence of an event described in this paragraph.

27. Marketing: Party shall not refer to the State in any publicity materials, information pamphlets,

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press releases, research reports, advertising, sales promotions, trade shows, or marketing materials or

similar communications to third parties except with the prior written consent of the State.

28. Termination: In addition to any right of the State to terminate for convenience, the State may

terminate this Agreement as follows:

A. Non-Appropriation: If this Agreement extends into more than one fiscal year of the State

(July 1 to June 30), and if appropriations are insufficient to support this Agreement, the State

may cancel 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.

B. Termination for Cause: Either party may terminate this Agreement if a party materially

breaches its obligations under this Agreement, and such breach is not cured within thirty (30)

days after delivery of the non-breaching party’s notice or such longer time as the non-breaching

party may specify in the notice.

C. No Implied Waiver of Remedies: A party’s delay or failure to exercise any right, power or

remedy under this Agreement shall not impair any such right, power or remedy, or be construed

as a waiver of any such right, power or remedy. All waivers must be in writing. 29. Continuity of Performance: In the event of a dispute between the Party and the State, each party

will continue to perform its obligations under this Agreement during the resolution of the dispute

until this Agreement is terminated in accordance with its terms.

30. Termination Assistance: Upon nearing the end of the final term or termination of this

Agreement, without respect to cause, the Party shall take all reasonable and prudent measures to

facilitate any transition required by the State. All State property, tangible and intangible, shall be

returned to the State upon demand at no additional cost to the State in a format acceptable to the

State.

31. State Facilities: If the State makes space available to the Party in any State facility during the

term of this Agreement for purposes of the Party’s performance under this Agreement, the Party shall

only use the space in accordance with all policies and procedures governing access to and use of

State facilities which shall be made available upon request. State facilities will be made available to

Party on an “AS IS, WHERE IS” basis, with no warranties whatsoever.

32. Location of State Data: No State data received, obtained, or generated by the Party in

connection with performance under this Agreement shall be processed, transmitted, stored, or

transferred by any means outside continental United States, except with the express written

permission of the State.

(End of Standard Provisions)

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Attachment B to the RFP

Other Provisions

1. Work Product Ownership. Upon full payment by the State, 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.

2. Prior Approval/Review of Releases. Any notices, information pamphlets, press

releases, research reports, or similar other publications prepared and released in written or

oral form by the Contractor under this contract shall be approved by the State prior to

release.

3. Ownership of Equipment. Any equipment purchased or furnished by the State to

Contractor under this contract is provided on a loan basis only and remains the property

of the State.

4. Confidential Information. Contractor agrees to keep confidential all information

produced or acquired by Contractor in connection with this Contract. Contractor will

take reasonable measures as are necessary to restrict access to this information to

employees or agents who must have the information on a “need to know” basis. The

Contractor shall promptly notify the State of any third party request for this information

so that the State may act to protect its confidentiality.