Common use of Scope of Work Clause in Contracts

Scope of Work. The Contractor shall, in full satisfaction of the specific requirements of this SOW Agreement, provide the services set forth herein. These services shall be provided in accordance with the Master Agreement and this SOW Agreement. Additional Attachments and/or Assurances Applicable to this Work: List clauses here and/or cross reference to the attachments included with this SOW, consistent with the items noticed in the SOW RFP section “Additional ttachments/Assurances”. Otherwise, remove this section if not applicable. In Scope: XXXXXXXXXX Deliverables and Services Produced XXXXXXXXXXX Phases (Remove or add if not needed) Approach (modify as needed) Contractor shall provide a project manager to work as the primary point of contact with the State. As a part of its project management duties, the Contractor Project Manager will attend an agreed upon number of informational and status meetings and, when appropriate, call and lead such meetings. Such meetings may include the Project Management Team, the Contract Administrator, other consultants, elected officials, and other stakeholders as designated by the State. The Contractor Project Manager shall work directly with the State Project Manager to define, manage, and control the project scope, timeline, issue escalation and resolution processes. Contractor shall deliver written status reports on a weekly basis. Status information shall include, at a minimum: all planned tasks accomplished, planned tasks that are incomplete, or behind schedule in the previous week (with reasons given for those behind schedule); all tasks planned for the upcoming two weeks; an updated status of tasks (entered into the project plan and attached to the status report – e.g., percent completed, resources assigned to tasks, etc.); and the status of any corrective actions undertaken. The report will also contain items such as the current status of the project’s technical progress and contractual obligations; achievements to date; risk management activities; unresolved issues; requirements to resolve unresolved issues; action items; problems; installation and maintenance results; and significant changes to Contractor’s organization or method of operation, to the project management team, or to the deliverable schedule, where applicable. In addition, Contractor will create and routinely update the project plan, if any, to reflect changes in the nature and timing of project activities, all changes being subject to the State Project Manager’s approval. Project deliverables and activities will be subject to the State’s quality management process to be defined by the State prior to the project kick-off. Project Management/Business Analyst/Enterprise Architect DELETE SECTION OR REVISE AS NEEDED XXXXXXXXXXX Indicate State Resources and Central Point of Contact Indicate Key Contractor Staff and Contractor Project Manager Indicate Project Management Methodology, If Applicable SOV Responsibilities (modify as needed) XXXXXXX ORGANIZATION (modify as needed) XXXXXXXX PAYMENT PROVISIONS

Scope of Work. The Contractor shall, in full satisfaction of the specific requirements of this SOW Agreement, provide the services set forth herein. These services shall be provided in accordance with the Master Agreement and this SOW Agreement. Additional Attachments and/or Assurances Applicable to this Work: List clauses here and/or cross reference to the attachments included with this SOW, consistent with the items noticed in the SOW RFP section “Additional ttachmentsAttachments/Assurances”. Otherwise, remove this section if not applicable. In Scope: XXXXXXXXXX Deliverables and Services Produced XXXXXXXXXXX Phases (Remove or add if not needed) Approach (modify as needed) Contractor shall provide a project manager to work as the primary point of contact with the State. As a part of its project management duties, the Contractor Project Manager will attend an agreed upon number of informational and status meetings and, when appropriate, call and lead such meetings. Such meetings may include the Project Management Team, the Contract Administrator, other consultants, elected officials, and other stakeholders as designated by the State. The Contractor Project Manager shall work directly with the State Project Manager to define, manage, and control the project scope, timeline, issue escalation and resolution processes. Contractor shall deliver written status reports on a weekly basis. Status information shall include, at a minimum: all planned tasks accomplished, planned tasks that are incomplete, or behind schedule in the previous week (with reasons given for those behind schedule); all tasks planned for the upcoming two weeks; an updated status of tasks (entered into the project plan and attached to the status report – e.g., percent completed, resources assigned to tasks, etc.); and the status of any corrective actions undertaken. The report will also contain items such as the current status of the project’s technical progress and contractual obligations; achievements to date; risk management activities; unresolved issues; requirements to resolve unresolved issues; action items; problems; installation and maintenance results; and significant changes to Contractor’s organization or method of operation, to the project management team, or to the deliverable schedule, where applicable. In addition, Contractor will create and routinely update the project plan, if any, to reflect changes in the nature and timing of project activities, all changes being subject to the State Project Manager’s approval. Project deliverables and activities will be subject to the State’s quality management process to be defined by the State prior to the project kick-off. Project Management/Business Analyst/Enterprise Architect DELETE SECTION OR REVISE AS NEEDED XXXXXXXXXXX Indicate State Resources and Central Point of Contact Indicate Key Contractor Staff and Contractor Project Manager Indicate Project Management Methodology, If Applicable SOV Responsibilities (modify as needed) XXXXXXX ORGANIZATION (modify as needed) XXXXXXXX PAYMENT PROVISIONS

Scope of Work. The Contractor shall, in full satisfaction of the specific requirements of this SOW Agreement, provide the services set forth hereinherein [and Attachments 1, 2, 3 to this SOW Agreement]. These services shall be provided in accordance with the Master Agreement and this SOW Agreement. Additional Attachments and/or Assurances Applicable to this Work: List clauses here and/or cross reference to the attachments included with this SOW, consistent with the items noticed in the SOW RFP section “Additional ttachments/Assurances”. Otherwise, remove this section if not applicable. In Scope: XXXXXXXXXX Deliverables and Services Produced XXXXXXXXXXX Phases (Remove or add if not needed) Approach (modify as needed) Contractor shall provide a project manager to work as the primary point of contact with the State. As a part of its project management duties, the Contractor Project Manager will attend an agreed upon number of informational and status meetings and, when appropriate, call and lead such meetings. Such meetings may include the Project Management Team, the Contract Administrator, other consultants, elected officials, and other stakeholders as designated by the State. The Contractor Project Manager shall work directly with the State Project Manager to define, manage, and control the project scope, timeline, issue escalation and resolution processes. Contractor shall deliver written status reports on a weekly basis. Status information shall include, at a minimum: all planned tasks accomplished, planned tasks that are incomplete, or behind schedule in the previous week (with reasons given for those behind schedule); all tasks planned for the upcoming two weeks; an updated status of tasks (entered into the project plan and attached to the status report – e.g., percent completed, resources assigned to tasks, etc.); and the status of any corrective actions undertaken. The report will also contain items such as the current status of the project’s technical progress and contractual obligations; achievements to date; risk management activities; unresolved issues; requirements to resolve unresolved issues; action items; problems; installation and maintenance results; and significant changes to Contractor’s organization or method of operation, to the project management team, or to the deliverable schedule, where applicable. . In addition, Contractor will create and routinely update the project plan, if any, to reflect changes in the nature and timing of project activities, all changes being subject to the State Project Manager’s approval. Project deliverables and activities will be subject to the State’s quality management process to be defined by the State prior to the project kick-off. Project Management/Business Analyst/Enterprise Architect DELETE SECTION OR REVISE AS NEEDED XXXXXXXXXXX Indicate State Resources and Central Point of Contact Indicate Key Contractor Staff and Contractor Project Manager Indicate Project Management Methodology, If Applicable SOV Responsibilities (modify as needed) XXXXXXX ORGANIZATION (modify as needed) XXXXXXXX PAYMENT PROVISIONSPROVISIONS (modify as needed) The maximum amount payable under this agreement is $ . In no case shall the total amount payable, including any change orders or amendments that may arise, exceed $100,000. Submit invoices to: State of Vermont, [CONTRACTING AGENCY], [CONTRACTING AGENCY ADDRESS], Montpelier, VT. 05633. Invoice should include Name of Project and Contract PO which is at top of this Form. [The State shall retain 10% of each payment to hold until the satisfactory completion of the Project by the prescribed time and to the satisfaction of the State. Payment of retained fees shall occur [one month after the completion date upon receipt of invoicing from Contractor] [MODIFY AS NEEDED], provided State has accepted all deliverables under this SOW Agreement.] Payment Terms Payments to the Contractor shall be made as outlined below: SERVICES Date Amount Deliverable A Deliverable B Deliverable C Deliverable D [ADD IF APPLICABLE] For services performed at an hourly rate on a time and materials basis, State shall pay Contractor at the rate of $ per hour, however, total payment for services shall not exceed $ . [ADD IF APPLICABLE:] ESTIMATED SOFTWARE, HARDWARE AND SUPPORT COSTS COST IN $ Total Estimated Software, Hardware, and Support Costs The State shall not be responsible for any expenses of the Contractor.

Scope of Work. The Contractor shall, in full satisfaction of the specific requirements of this SOW Agreement, provide the services set forth hereinherein [and Attachments 1, 2, 3 to this SOW Agreement]. These services shall be provided in accordance with the Master Agreement and this SOW Agreement. Additional Attachments and/or Assurances Applicable to this Work: List clauses here and/or cross reference to the attachments included with this SOW, consistent with the items noticed in the SOW RFP section “Additional ttachments/Assurances”. Otherwise, remove this section if not applicable. In Scope: XXXXXXXXXX Deliverables and Services Produced XXXXXXXXXXX Phases (Remove or add if not needed) Approach (modify as needed) Contractor shall provide a project manager to work as the primary point of contact with the State. As a part of its project management duties, the Contractor Project Manager will attend an agreed upon number of informational and status meetings and, when appropriate, call and lead such meetings. Such meetings may include the Project Management Team, the Contract Administrator, other consultants, elected officials, and other stakeholders as designated by the State. The Contractor Project Manager shall work directly with the State Project Manager to define, manage, and control the project scope, timeline, issue escalation and resolution processes. Contractor shall deliver written status reports on a weekly basis. Status information shall include, at a minimum: all planned tasks accomplished, planned tasks that are incomplete, or behind schedule in the previous week (with reasons given for those behind schedule); all tasks planned for the upcoming two weeks; an updated status of tasks (entered into the project plan and attached to the status report – e.g., percent completed, resources assigned to tasks, etc.); and the status of any corrective actions undertaken. The report will also contain items such as the current status of the project’s technical progress and contractual obligations; achievements to date; risk management activities; unresolved issues; requirements to resolve unresolved issues; action items; problems; installation and maintenance results; and significant changes to Contractor’s organization or method of operation, to the project management team, or to the deliverable schedule, where applicable. . In addition, Contractor will create and routinely update the project plan, if any, to reflect changes in the nature and timing of project activities, all changes being subject to the State Project Manager’s approval. Project deliverables and activities will be subject to the State’s quality management process to be defined by the State prior to the project kick-off. Project Management/Business Analysis/Enterprise Architect (Require AG signoff) [INDICATE STATE RESOURCES AND CENTRAL POINT OF CONTACT] [INDICATE KEY CONTRACTOR STAFF AND CONTRACTOR PROJECT MANAGER] [INDICATE PROJECT MANAGEMENT METHODOLOGY, IF APPLICABLE] PROJECT MANAGEMENT/BUSINESS ANALYST/ENTERPRISE ARCHITECT SERVICES  This SOW Agreement for Project Management/Business Analyst/Enterprise Architect DELETE SECTION OR REVISE AS NEEDED Services shall be submitted to the State of Vermont Office of the Attorney General for a determination in accordance with 3 V.S.A. § 342 that such engagement is not contrary to the spirit and intent of the classification plan and merit system principles and standards provided by Chapter 13 of Title 3 of the Vermont Statutes. Further, there shall be no limitation of liability, including a waiver of consequential, indirect, special, punitive or exemplary damages, or disclaimers of warranty without approval from the Office of the Attorney General. XXXXXXXXXXX Indicate State Resources and Central Point of Contact Indicate Key Contractor Staff and Contractor Project Manager Indicate Project Management Methodology, If Applicable SOV Responsibilities (modify as needed) XXXXXXX ORGANIZATION (modify as needed) XXXXXXXX PAYMENT PROVISIONSXXXXXXXX

Scope of Work. The Contractor shall, in full satisfaction of the specific requirements of this SOW Agreement, provide the services set forth hereinherein [and Attachments 1, 2, 3 to this SOW Agreement]. These services shall be provided in accordance with the Master Agreement and this SOW Agreement. Additional Attachments and/or Assurances Applicable to this Work: List clauses here and/or cross reference to the attachments included with this SOW, consistent with the items noticed in the SOW RFP section “Additional ttachments/Assurances”. Otherwise, remove this section if not applicable. In Scope: XXXXXXXXXX Deliverables and Services Produced XXXXXXXXXXX Phases (Remove or add if not needed) Approach (modify as needed) Contractor shall provide a project manager to work as the primary point of contact with the State. As a part of its project management duties, the Contractor Project Manager will attend an agreed upon number of informational and status meetings and, when appropriate, call and lead such meetings. Such meetings may include the Project Management Team, the Contract Administrator, other consultants, elected officials, and other stakeholders as designated by the State. The Contractor Project Manager shall work directly with the State Project Manager to define, manage, and control the project scope, timeline, issue escalation and resolution processes. Contractor shall deliver written status reports on a weekly basis. Status information shall include, at a minimum: all planned tasks accomplished, planned tasks that are incomplete, or behind schedule in the previous week (with reasons given for those behind schedule); all tasks planned for the upcoming two weeks; an updated status of tasks (entered into the project plan and attached to the status report – e.g., percent completed, resources assigned to tasks, etc.); and the status of any corrective actions undertaken. The report will also contain items such as the current status of the project’s technical progress and contractual obligations; achievements to date; risk management activities; unresolved issues; requirements to resolve unresolved issues; action items; problems; installation and maintenance results; and significant changes to Contractor’s organization or method of operation, to the project management team, or to the deliverable schedule, where applicable. . In addition, Contractor will create and routinely update the project plan, if any, to reflect changes in the nature and timing of project activities, all changes being subject to the State Project Manager’s approval. Project deliverables and activities will be subject to the State’s quality management process to be defined by the State prior to the project kick-off. Project Management/Business Analyst/Enterprise Architect DELETE SECTION OR REVISE AS NEEDED XXXXXXXXXXX Indicate State Resources and Central Point of Contact Indicate Key Contractor Staff and Contractor Project Manager Indicate Project Management Methodology, If Applicable SOV Responsibilities (modify as needed) XXXXXXX ORGANIZATION (modify as needed) XXXXXXXX CHANGE ORDERS Any change to an SOW Agreement that alters one or more aspects of the Project may require a formal change order. Modifications to Project scope, schedule, deliverables, or cost may require an amendment of the applicable SOW Agreement. While such changes may typically incur additional costs and possible delays relative to the Project schedule, some changes may result in less cost to the State (i.e.; the State decides we no longer need a deliverable in whole or part) or less effort on the part of the Contractor. Change orders will be developed jointly and every effort will be made to adhere to the project management plan. The Project Manager for the State and the Project Manager for Contractor w ill decide whether a formal request for a change (“Change Request”), is necessary. If a Change Request is necessary, the Project Manager for requesting party will prepare a Change Request in a form acceptable to the State detailing the effort involved in implementing the change, the total cost or associated savings to the State, of implementing the change, and the effect, if any, of implementing the change on the Project schedule. Once completed, the Change Request will be submitted to the non-requesting party for review. The non-requesting party will make its best efforts to either approve or deny the Change Request in writing within ten (10) business days. No scope of work modifications shall be performed until a change order is executed and approved by the applicable Contracting Agency. In no event shall any delay in the approval or denial of a change request or the execution of a change order constitute a deemed approval by the State. PAYMENT PROVISIONSPROVISIONS (modify as needed) The maximum amount payable under this agreement is $ . In no case shall the total amount payable, including any change orders or amendments that may arise, exceed $100,000. Submit invoices to: State of Vermont, [CONTRACTING AGENCY], [CONTRACTING AGENCY ADDRESS], Montpelier, VT. 05633. Invoice should include Name of Project and Contract PO which is at top of this Form. [The State shall retain 10% of each payment to hold until the satisfactory completion of the Project by the prescribed time and to the satisfaction of the State. Payment of retained fees shall occur [one month after the completion date upon receipt of invoicing from Contractor] [MODIFY AS NEEDED], provided State has accepted all deliverables under this SOW Agreement.] Payment Terms Payments to the Contractor shall be made as outlined below: SERVICES Date Amount Deliverable A Deliverable B Deliverable C Deliverable D [ADD IF APPLICABLE] For services performed at an hourly rate on a time and materials basis, State shall pay Contractor at the rate of $ per hour, however, total payment for services shall not exceed $ . The State shall not be responsible for any expenses of the Contractor.

Scope of Work. The Contractor shall, in full satisfaction of the specific requirements of this SOW Agreement, provide the services set forth hereinherein [and Attachments 1, 2, 3 to this SOW Agreement]. These services shall be provided in accordance with the Master Agreement and this SOW Agreement. Additional Attachments and/or Assurances Applicable to this Work: List clauses here and/or cross reference to the attachments included with this SOW, consistent with the items noticed in the SOW RFP section “Additional ttachments/Assurances”. Otherwise, remove this section if not applicable. In Scope: XXXXXXXXXX Deliverables and Services Produced XXXXXXXXXXX Phases (Remove or add if not needed) Approach (modify as needed) Contractor shall provide a project manager to work as the primary point of contact with the State. As a part of its project management duties, the Contractor Project Manager will attend an agreed upon number of informational and status meetings and, when appropriate, call and lead such meetings. Such meetings may include the Project Management Team, the Contract Administrator, other consultants, elected officials, and other stakeholders as designated by the State. The Contractor Project Manager shall work directly with the State Project Manager to define, manage, and control the project scope, timeline, issue escalation and resolution processes. Contractor shall deliver written status reports on a weekly basis. Status information shall include, at a minimum: all planned tasks accomplished, planned tasks that are incomplete, or behind schedule in the previous week (with reasons given for those behind schedule); all tasks planned for the upcoming two weeks; an updated status of tasks (entered into the project plan and attached to the status report – e.g., percent completed, resources assigned to tasks, etc.); and the status of any corrective actions undertaken. The report will also contain items such as the current status of the project’s technical progress and contractual obligations; achievements to date; risk management activities; unresolved issues; requirements to resolve unresolved issues; action items; problems; installation and maintenance results; and significant changes to Contractor’s organization or method of operation, to the project management team, or to the deliverable schedule, where applicable. . In addition, Contractor will create and routinely update the project plan, if any, to reflect changes in the nature and timing of project activities, all changes being subject to the State Project Manager’s approval. Project deliverables and activities will be subject to the State’s quality management process to be defined by the State prior to the project kick-off. Project Management/Business Analyst/Enterprise Architect DELETE SECTION OR REVISE AS NEEDED XXXXXXXXXXX Indicate State Resources and Central Point of Contact Indicate Key Contractor Staff and Contractor Project Manager Indicate Project Management Methodology, If Applicable SOV Responsibilities (modify as needed) XXXXXXX ORGANIZATION (modify as needed) XXXXXXXX CHANGE ORDERS Any change to an SOW Agreement that alters one or more aspects of the Project may require a formal change order. Modifications to Project scope, schedule, deliverables, or cost may require an amendment of the applicable SOW Agreement. While such changes may typically incur additional costs and possible delays relative to the Project schedule, some changes may result in less cost to the State (i.e.; the State decides we no longer need a deliverable in whole or part) or less effort on the part of the Contractor. Change orders will be developed jointly and every effort will be made to adhere to the project management plan. The Project Manager for the State and the Project Manager for Contractor will decide whether a formal request for a change (“Change Request”), is necessary. If a Change Request is necessary, the Project Manager for requesting party will prepare a Change Request in a form acceptable to the State detailing the effort involved in implementing the change, the total cost or associated savings to the State, of implementing the change, and the effect, if any, of implementing the change on the Project schedule. Once completed, the Change Request will be submitted to the non-requesting party for review. The non-requesting party will make its best efforts to either approve or deny the Change Request in writing within ten (10) business days. No scope of work modifications shall be performed until a change order is executed and approved by the applicable Contracting Agency. In no event shall any delay in the approval or denial of a change request or the execution of a change order constitute a deemed approval by the State. PAYMENT PROVISIONSPROVISIONS (modify as needed) The maximum amount payable under this agreement is $ . In no case shall the total amount payable, including any change orders or amendments that may arise, exceed $100,000. Submit invoices to: State of Vermont, [CONTRACTING AGENCY], [CONTRACTING AGENCY ADDRESS], Montpelier, VT. 05633. Invoice should include Name of Project and Contract PO which is at top of this Form. [The State shall retain 10% of each payment to hold until the satisfactory completion of the Project by the prescribed time and to the satisfaction of the State. Payment of retained fees shall occur [one month after the completion date upon receipt of invoicing from Contractor] [MODIFY AS NEEDED], provided State has accepted all deliverables under this SOW Agreement.] Payment Terms Payments to the Contractor shall be made as outlined below: SERVICES Date Amount Deliverable A Deliverable B Deliverable C Deliverable D [ADD IF APPLICABLE] For services performed at an hourly rate on a time and materials basis, State shall pay Contractor at the rate of $ per hour, however, total payment for services shall not exceed $ . The State shall not be responsible for any expenses of the Contractor.

Scope of Work. The Contractor shall, in full satisfaction of the specific requirements of this SOW Agreement, provide the services set forth hereinherein [and Attachments 1, 2, 3 to this SOW Agreement]. These services shall be provided in accordance with the Master Agreement and this SOW Agreement. Additional Attachments and/or Assurances Applicable to this Work: List clauses here and/or cross reference to the attachments included with this SOW, consistent with the items noticed in the SOW RFP section “Additional ttachments/Assurances”. Otherwise, remove this section if not applicable. In Scope: XXXXXXXXXX Deliverables and Services Produced XXXXXXXXXXX Phases (Remove or add if not needed) Approach (modify as needed) Contractor shall provide a project manager to work as the primary point of contact with the State. As a part of its project management duties, the Contractor Project Manager will attend an agreed upon number of informational and status meetings and, when appropriate, call and lead such meetings. Such meetings may include the Project Management Team, the Contract Administrator, other consultants, elected officials, and other stakeholders as designated by the State. The Contractor Project Manager shall work directly with the State Project Manager to define, manage, and control the project scope, timeline, issue escalation and resolution processes. Contractor shall deliver written status reports on a weekly basis. Status information shall include, at a minimum: all planned tasks accomplished, planned tasks that are incomplete, or behind schedule in the previous week (with reasons given for those behind schedule); all tasks planned for the upcoming two weeks; an updated status of tasks (entered into the project plan and attached to the status report – e.g., percent completed, resources assigned to tasks, etc.); and the status of any corrective actions undertaken. The report will also contain items such as the current status of the project’s technical progress and contractual obligations; achievements to date; risk management activities; unresolved issues; requirements to resolve unresolved issues; action items; problems; installation and maintenance results; and significant changes to Contractor’s organization or method of operation, to the project management team, or to the deliverable schedule, where applicable. . In addition, Contractor will create and routinely update the project plan, if any, to reflect changes in the nature and timing of project activities, all changes being subject to the State Project Manager’s approval. Project deliverables and activities will be subject to the State’s quality management process to be defined by the State prior to the project kick-off. Project Management/Business Analysis/Enterprise Architect (Require AG signoff) [INDICATE STATE RESOURCES AND CENTRAL POINT OF CONTACT] [INDICATE KEY CONTRACTOR STAFF AND CONTRACTOR PROJECT MANAGER] [INDICATE PROJECT MANAGEMENT METHODOLOGY, IF APPLICABLE] PROJECT MANAGEMENT/BUSINESS ANALYST/ENTERPRISE ARCHITECT SERVICES • This SOW Agreement for Project Management/Business Analyst/Enterprise Architect DELETE SECTION OR REVISE AS NEEDED Services shall be submitted to the State of Vermont Office of the Attorney General for a determination in accordance with 3 V.S.A. § 342 that such engagement is not contrary to the spirit and intent of the classification plan and merit system principles and standards provided by Chapter 13 of Title 3 of the Vermont Statutes. Further, there shall be no limitation of liability, including a waiver of consequential, indirect, special, punitive or exemplary damages, or disclaimers of warranty without approval from the Office of the Attorney General. XXXXXXXXXXX Indicate State Resources and Central Point of Contact Indicate Key Contractor Staff and Contractor Project Manager Indicate Project Management Methodology, If Applicable SOV Responsibilities (modify as needed) XXXXXXX ORGANIZATION (modify as needed) XXXXXXXX PAYMENT PROVISIONSPROVISIONS (modify as needed) The maximum amount payable under this agreement is $ . In no case shall the total amount payable, including any change orders or amendments that may arise, exceed $100,000. Submit invoices to: State of Vermont, [CONTRACTING AGENCY], [CONTRACTING AGENCY ADDRESS], Montpelier, VT. 05633. Invoice should include Name of Project and Contract PO which is at top of this Form. [The State shall retain 10% of each payment to hold until the satisfactory completion of the Project by the prescribed time and to the satisfaction of the State. Payment of retained fees shall occur [one month after the completion date upon receipt of invoicing from Contractor] [MODIFY AS NEEDED], provided State has accepted all deliverables under this SOW Agreement.] Payment Terms Payments to the Contractor shall be made as outlined below: SERVICES Date Amount Deliverable A Deliverable B Deliverable C Deliverable D [ADD IF APPLICABLE] For services performed at an hourly rate on a time and materials basis, State shall pay Contractor at the rate of $ per hour, however, total payment for services shall not exceed $ . [ADD IF APPLICABLE:] ESTIMATED SOFTWARE, HARDWARE AND SUPPORT COSTS COST IN $ Total Estimated Software, Hardware, and Support Costs The State shall not be responsible for any expenses of the Contractor.

Scope of Work. The Contractor shall, in full satisfaction of the specific requirements of this SOW Agreement, provide the services set forth herein. These services shall be provided in accordance with the Master Agreement and this SOW Agreement. Additional Attachments and/or Assurances Applicable to this Work: List clauses here and/or cross reference to the attachments included with this SOW, consistent onsistent with the items noticed in the SOW RFP section “Additional ttachments/Assurances”. Otherwise, remove this section if not applicable. In Scope: XXXXXXXXXX Deliverables and Services Produced XXXXXXXXXXX Amendment #1 Phases (Remove or add if not needed) XXXXXXXXX Approach (modify as needed) Contractor shall provide a project manager to work as the primary point of contact with the State. As a part of its project management duties, the Contractor Project Manager will attend an agreed upon number of informational and status meetings and, when appropriate, call and lead such meetings. Such meetings may include the Project Management Team, the Contract Administrator, other consultants, elected officials, and other stakeholders as designated by the State. The Contractor Project Manager shall work directly with the State Project Manager to define, manage, and control the project scope, timeline, issue escalation and resolution processes. Contractor shall deliver written status reports on a weekly basis. Status information shall include, at a minimum: all planned tasks accomplished, planned tasks that are incomplete, or behind schedule in the previous week (with reasons given for those behind schedule); all tasks planned for the upcoming two weeks; an updated status of tasks (entered into the project plan and attached to the status report – e.g., percent completed, resources assigned to tasks, etc.); and the status of any corrective actions undertaken. The report will also contain items such as the current status of the project’s technical progress and contractual obligations; achievements to date; risk management activities; unresolved issues; requirements to resolve unresolved issues; action items; problems; installation and maintenance results; and significant changes to Contractor’s organization or method of operation, to the project management team, or to the deliverable schedule, where applicable. In addition, Contractor will create and routinely update the project plan, if any, to reflect changes in the nature and timing of project activities, all changes being subject to the State Project Manager’s approval. Project deliverables and activities will be subject to the State’s quality management process to be defined by the State prior to the project kick-off. Project Management/Business Analyst/Enterprise Architect DELETE SECTION OR REVISE AS NEEDED XXXXXXXXXXX Indicate State Resources and Central Point of Contact Indicate Key Contractor Staff and Contractor Project Manager Indicate Project Management Methodology, If Applicable SOV Responsibilities (modify as needed) XXXXXXX ORGANIZATION (modify as needed) XXXXXXXX PAYMENT PROVISIONS.

Scope of Work. The Contractor shall, in full satisfaction of the specific requirements of this SOW Agreement, provide the services set forth hereinherein [and Attachments 1, 2, 3 to this SOW Agreement]. These services shall be provided in accordance with the Master Agreement and this SOW Agreement. Additional Attachments and/or Assurances Applicable to this Work: List clauses here and/or cross reference to the attachments included with this SOW, consistent with the items noticed in the SOW RFP section “Additional ttachments/Assurances”. Otherwise, remove this section if not applicable. In Scope: XXXXXXXXXX Deliverables and Services Produced XXXXXXXXXXX Phases (Remove or add if not needed) Approach (modify as needed) Contractor shall provide a project manager to work as the primary point of contact with the State. As a part of its project management duties, the Contractor Project Manager will attend an agreed upon number of informational and status meetings and, when appropriate, call and lead such meetings. Such meetings may include the Project Management Team, the Contract Administrator, other consultants, elected officials, and other stakeholders as designated by the State. The Contractor Project Manager shall work directly with the State Project Manager to define, manage, and control the project scope, timeline, issue escalation and resolution processes. Contractor shall deliver written status reports on a weekly basis. Status information shall include, at a minimum: all planned tasks accomplished, planned tasks that are incomplete, or behind schedule in the previous week (with reasons given for those behind schedule); all tasks planned for the upcoming two weeks; an updated status of tasks (entered into the project plan and attached to the status report – e.g., percent completed, resources assigned to tasks, etc.); and the status of any corrective actions undertaken. The report will also contain items such as the current status of the project’s technical progress and contractual obligations; achievements to date; risk management activities; unresolved issues; requirements to resolve unresolved issues; action items; problems; installation and maintenance results; and significant changes to Contractor’s organization or method of operation, to the project management team, or to the deliverable schedule, where applicable. . In addition, Contractor will create and routinely update the project plan, if any, to reflect changes in the nature and timing of project activities, all changes being subject to the State Project Manager’s approval. Project deliverables and activities will be subject to the State’s quality management process to be defined by the State prior to the project kick-off. Project Management/Business Analyst/Enterprise Architect DELETE SECTION OR REVISE AS NEEDED XXXXXXXXXXX Indicate State Resources and Central Point of Contact Indicate Key Contractor Staff and Contractor Project Manager Indicate Project Management Methodology, If Applicable SOV Responsibilities (modify as needed) XXXXXXX ORGANIZATION (modify as needed) XXXXXXXX CHANGE ORDERS Any change to an SOW Agreement that alters one or more aspects of the Project may require a formal change order. Modifications to Project scope, schedule, deliverables, or cost may require an amendment of the applicable SOW Agreement. While such changes may typically incur additional costs and possible delays relative to the Project schedule, some changes may result in less cost to the State (i.e.; the State decides we no longer need a deliverable in whole or part) or less effort on the part of the Contractor. Change orders will be developed jointly and every effort will be made to adhere to the project management plan. The Project Manager for the State and the Project Manager for Contractor will decide whether a formal request for a change (“Change Request”), is necessary. If a Change Request is necessary, the Project Manager for requesting party will prepare a Change Request in a form acceptable to the State detailing the effort involved in implementing the change, the total cost or associated savings to the State, of implementing the change, and the effect, if any, of implementing the change on the Project schedule. Once completed, the Change Request will be submitted to the non-requesting party for review. The non-requesting party will make its best efforts to either approve or deny the Change Request in writing within ten (10) business days. No scope of work modifications shall be performed until a change order is executed and approved by the applicable Contracting Agency. In no event shall any delay in the approval or denial of a change request or the execution of a change order constitute a deemed approval by the State. PAYMENT PROVISIONSPROVISIONS (modify as needed) The maximum amount payable under this agreement is $ . In no case shall the total amount payable, including any change orders or amendments that may arise, exceed $100,000. Submit invoices to: State of Vermont, [CONTRACTING AGENCY], [CONTRACTING AGENCY ADDRESS], Montpelier, VT. 05633. Invoice should include Name of Project and Contract PO which is at top of this Form. [The State shall retain 10% of each payment to hold until the satisfactory completion of the Project by the prescribed time and to the satisfaction of the State. Payment of retained fees shall occur [one month after the completion date upon receipt of invoicing from Contractor] [MODIFY AS NEEDED], provided State has accepted all deliverables under this SOW Agreement.] Payment Terms SERVICES Date Amount Deliverable A Deliverable B Deliverable C Deliverable D Payments to the Contractor shall be made as outlined below: [ADD IF APPLICA BLE] For services performed at an hourly rate on a time and materials basis, State shall pay Contractor at the rate of $ per hour, however, total payment for services shall not exceed $ . The State shall not be responsible for any expenses of the Contractor.

Scope of Work. The Contractor shall, in full satisfaction of the specific requirements of this SOW Agreement, provide the services set forth herein. These services shall be provided in accordance with the Master Agreement and this SOW Agreement. Additional Attachments and/or Assurances Applicable to this Work: List clauses here and/or cross reference to the attachments included with this SOW, consistent onsistent with the items noticed in the SOW RFP section “Additional ttachments/Assurances”. Otherwise, remove this section if not applicable. In Scope: XXXXXXXXXX Deliverables and Services Produced XXXXXXXXXXX Phases (Remove or add if not needed) Approach (modify as needed) Contractor shall provide a project manager to work as the primary point of contact with the State. As a part of its project management duties, the Contractor Project Manager will attend an agreed upon number of informational and status meetings and, when appropriate, call and lead such meetings. Such meetings may include the Project Management Team, the Contract Administrator, other consultants, elected officials, and other stakeholders as designated by the State. The Contractor Project Manager shall work directly with the State Project Manager to define, manage, and control the project scope, timeline, issue escalation and resolution processes. Contractor shall deliver written status reports on a weekly basis. Status information shall include, at a minimum: all planned tasks accomplished, planned tasks that are incomplete, or behind schedule in the previous week (with reasons given for those behind schedule); all tasks planned for the upcoming two weeks; an updated status of tasks (entered into the project plan and attached to the status report – e.g., percent completed, resources assigned to tasks, etc.); and the status of any corrective actions undertaken. The report will also contain items such as the current status of the project’s technical progress and contractual obligations; achievements to date; risk management activities; unresolved issues; requirements to resolve unresolved issues; action items; problems; installation and maintenance results; and significant changes to Contractor’s organization or method of operation, to the project management team, or to the deliverable schedule, where applicable. In addition, Contractor will create and routinely update the project plan, if any, to reflect changes in the nature and timing of project activities, all changes being subject to the State Project Manager’s approval. Project deliverables and activities will be subject to the State’s quality management process to be defined by the State prior to the project kick-off. Project Management/Business Analyst/Enterprise Architect DELETE SECTION OR REVISE AS NEEDED XXXXXXXXXXX Indicate State Resources and Central Point of Contact Indicate Key Contractor Staff and Contractor Project Manager Indicate Project Management Methodology, If Applicable SOV Responsibilities (modify as needed) XXXXXXX ORGANIZATION (modify as needed) XXXXXXXX PAYMENT PROVISIONS

Scope of Work. The Contractor shall, in full satisfaction of the specific requirements of this SOW Agreement, provide the services set forth hereinherein [and Attachments 1, 2, 3 to this SOW Agreement]. These services shall be provided in accordance with the Master Agreement and this SOW Agreement. Additional Attachments and/or Assurances Applicable to this Work: List clauses here and/or cross reference to the attachments included with this SOW, consistent with the items noticed in the SOW RFP section “Additional ttachments/Assurances”. Otherwise, remove this section if not applicable. In Scope: XXXXXXXXXX Deliverables and Services Produced XXXXXXXXXXX Phases (Remove or add if not needed) Approach (modify as needed) Contractor shall provide a project manager to work as the primary point of contact with the State. As a part of its project management duties, the Contractor Project Manager will attend an agreed upon number of informational and status meetings and, when appropriate, call and lead such meetings. Such meetings may include the Project Management Team, the Contract Administrator, other consultants, elected officials, and other stakeholders as designated by the State. The Contractor Project Manager shall work directly with the State Project Manager to define, manage, and control the project scope, timeline, issue escalation and resolution processes. Contractor shall deliver written status reports on a weekly basis. Status information shall include, at a minimum: all planned tasks accomplished, planned tasks that are incomplete, or behind schedule in the previous week (with reasons given for those behind schedule); all tasks planned for the upcoming two weeks; an updated status of tasks (entered into the project plan and attached to the status report – e.g., percent completed, resources assigned to tasks, etc.); and the status of any corrective actions undertaken. The report will also contain items such as the current status of the project’s technical progress and contractual obligations; achievements to date; risk management activities; unresolved issues; requirements to resolve unresolved issues; action items; problems; installation and maintenance results; and significant changes to Contractor’s organization or method of operation, to the project management team, or to the deliverable schedule, where applicable. . In addition, Contractor will create and routinely update the project plan, if any, to reflect changes in the nature and timing of project activities, all changes being subject to the State Project Manager’s approval. Project deliverables and activities will be subject to the State’s quality management process to be defined by the State prior to the project kick-off. Project Management/Business Analyst/Enterprise Architect DELETE SECTION OR REVISE AS NEEDED XXXXXXXXXXX Indicate State Resources and Central Point of Contact Indicate Key Contractor Staff and Contractor Project Manager Indicate Project Management Methodology, If Applicable SOV Responsibilities (modify as needed) XXXXXXX ORGANIZATION (modify as needed) XXXXXXXX PAYMENT PROVISIONSPROVISIONS (modify as needed) The maximum amount payable under this agreement is $ . In no case shall the total amount payable, including any change orders or amendments that may arise, exceed $100,000. Submit invoices to: State of Vermont, [CONTRACTING AGENCY], [CONTRACTING AGENCY ADDRESS], Montpelier, VT. 05633. Invoice should include Name of Project and Contract PO which is at top of this Form. [The State shall retain 10% of each payment to hold until the satisfactory completion of the Project by the prescribed time and to the satisfaction of the State. Payment of retained fees shall occur [one month after the completion date upon receipt of invoicing from Contractor] [MODIFY AS NEEDED], provided State has accepted all deliverables under this SOW Agreement.] Payment Terms Payments to the Contractor shall be made as outlined below: SERVICES Date Amount Deliverable A Deliverable B Deliverable C Deliverable D [ADD IF APPLICABLE] For services performed at an hourly rate on a time and materials basis, State shall pay Contractor at the rate of $ per hour, however, total payment for services shall not exceed $ . [ADD IF APPLICABLE:] ESTIMATED SOFTWARE, HARDWARE AND SUPPORT COSTS COST IN $ Total Estimated Software, Hardware, and Support Costs The State shall not be responsible for any expenses of the Contractor. Taxes Due to the State. Contractor certifies under the pains and penalties of perjury that, as of the date this SOW Agreement 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. Child Support (Applicable to natural persons only. not applicable to corporations, partnerships or LLCs). Contractor is under no obligation to pay child support or is in good standing with respect to or in full compliance with a plan to pay any and all child support payable under a support order as of the date of its below signature.

Scope of Work. The Contractor shall, in full satisfaction of the specific requirements of this SOW Agreement, provide the services set forth herein. These services shall be provided in accordance with the Master Agreement and this SOW Agreement. Additional Attachments and/or Assurances Applicable to this Work: List clauses here and/or cross reference to the attachments included with this SOW, consistent onsistent with the items noticed in the SOW RFP section “Additional ttachments/Assurances”. Otherwise, remove this section if not applicable. In Scope: XXXXXXXXXX Deliverables and Services Produced XXXXXXXXXXX Contract #32139 Amendment #1 Phases (Remove or add if not needed) Approach (modify as needed) Contractor shall provide a project manager to work as the primary point of contact with the State. As a part of its project management duties, the Contractor Project Manager will attend an agreed upon number of informational and status meetings and, when appropriate, call and lead such meetings. Such meetings may include the Project Management Team, the Contract Administrator, other consultants, elected officials, and other stakeholders as designated by the State. The Contractor Project Manager shall work directly with the State Project Manager to define, manage, and control the project scope, timeline, issue escalation and resolution processes. Contractor shall deliver written status reports on a weekly basis. Status information shall include, at a minimum: all planned tasks accomplished, planned tasks that are incomplete, or behind schedule in the previous week (with reasons given for those behind schedule); all tasks planned for the upcoming two weeks; an updated status of tasks (entered into the project plan and attached to the status report – e.g., percent completed, resources assigned to tasks, etc.); and the status of any corrective actions undertaken. The report will also contain items such as the current status of the project’s technical progress and contractual obligations; achievements to date; risk management activities; unresolved issues; requirements to resolve unresolved issues; action items; problems; installation and maintenance results; and significant changes to Contractor’s organization or method of operation, to the project management team, or to the deliverable schedule, where applicable. In addition, Contractor will create and routinely update the project plan, if any, to reflect changes in the nature and timing of project activities, all changes being subject to the State Project Manager’s approval. Project deliverables and activities will be subject to the State’s quality management process to be defined by the State prior to the project kick-off. Project Management/Business Analyst/Enterprise Architect DELETE SECTION OR REVISE AS NEEDED XXXXXXXXXXX Indicate State Resources and Central Point of Contact Indicate Key Contractor Staff and Contractor Project Manager Indicate Project Management Methodology, If Applicable SOV Responsibilities (modify as needed) XXXXXXX Contract #32139 Amendment #1 ORGANIZATION (modify as needed) XXXXXXXX Contract #32139 Amendment #1 PAYMENT PROVISIONS