APPENDIX A

PROFESSIONAL SERVICES AGREEMENT

THIS AGREEMENT, entered into this day of _, 2026, by the Susquehanna River Basin Commission, party of the first part, hereinafter called “Commission” and party of the second part, _______________________________, hereinafter called

“PROFESSIONAL”.

WHEREAS, the Commission is the federal interstate agency with the power to develop and effectuate plans, policies and projects relating to the water resources of the basin (Susquehanna River Basin Compact (Compact) § 3.1 ) and;

WHEREAS, the Commission may enter into Contracts through a public procurement process (Compact §§ 15.1 and 15.9) and;

WHEREAS, the Commission has acquired grant funding for Conowingo Watershed Implementation Plan

Coordination and Implementation Support Services (“project”), Pennsylvania and:

WHEREAS, the Commission issued a Request for Proposal (“RFP”) for the Project on

October 23, 2026 and the PROFESSIONAL was chosen for this project based on their submittal to that RFP (“RFP submittal”) and;

WHEREAS, the PROFESSIONAL is qualified and equipped and agrees to perform such services, and;

WHEREAS, it is in the best interest of the Commission to obtain the assistance of the PROFESSIONAL in connection with said work and services.

NOW, THEREFORE, the parties hereto intending to be legally bound do mutually agree

Article 1 Character and Extent of Services. The PROFESSIONAL shall furnish all coordination and implementation services required by the RFP and RFP submittal provided the Professional. The RFP and the RFP submittal are incorporated herein by reference, except to the degree any part of the RFP and RFP submittal are inconsistent with the terms in this Agreement, in which case the Agreement shall take precedence.

The PROFESSIONAL shall perform professional services, as described in the

AGREEMENT, RFP and RFP submittal, as follows:

a) The PROFESSIONAL shall perform the tasks identified in the attached Scope of

Work, Attachment A.

b) The PROFESSIONAL shall perform the services in accordance with the cost proposal established in the RFP submittal and accepted by the Commission. The cost submittal is attached as Attachment B. The PROFESSIONAL’S budget is the total cost-not-to-exceed value of services, fees, and other allowable expenses for the project as described in the PROFESSIONAL’S RFP submittal. Budgeted costs established in the cost submittal are not subject to increase throughout the duration of the project, unless otherwise approved by the Commission. Unanticipated circumstances that may require additional work or services not covered in the original Scope of Work, RFP and RFP submittal may arise during the course of the PROFESSIONAL’S work or services. If the Commission and the PROFESSIONAL mutually agree that it is necessary to modify the original Scope of Work, or to change or add additional work or funds to the project, the Commission may issue an Amendment. Budgeted amounts for any amendment may be combined with the original Agreement budget, or the amendment monies may be billed separately from the original Agreement, depending on the circumstances. This will be decided by the Commission when the amendment is initiated.

c) All submittals under this Agreement shall be provided in a format as specified by the

Commission.

Article 2 Changes. The Commission may, at any time, by written amendment, make any changes to the Scope of Work which may either increase or decrease the work and services hereunder.

If such change causes an increase or decrease in the cost of or the time required for performance of this AGREEMENT, an equitable adjustment shall be made and the AGREEMENT shall be modified in writing accordingly.

Article 3 Term. The term of this AGREEMENT shall be for three years from the date of this AGREEMENT.

Article 4 Compensation to the PROFESSIONAL. The maximum amount payable shall not exceed $__________. The maximum amount payable may only be exceeded pursuant to formal amendment to this agreement. For services rendered, the PROFESSIONAL shall complete and submit a Reimbursement Request on a form and in a manner acceptable to the Commission. The PROFESSIONAL will only be paid for the actual work and services performed to complete the project specified in the approved Scope of Work.

The Commission, through its duly appointed representatives, has the right to examine and audit, during usual business hours, records of the PROFESSIONAL to verify invoices. It is the PROFESSIONAL’S responsibility to manage, monitor and adjust its staff, subcontractors/sub-consultants and work to keep within the approved total cost-not-to-exceed budget.

Article 5 Method of Payment. Payment will be made upon submission of a completed Request for Reimbursement. The request shall be submitted to the Commission’s Director of Administration & Finance.

Requests for Reimbursement may be submitted by the PROFESSIONAL on a monthly basis or for periods of multiple whole months. The period for which reimbursement is being requested shall be clearly stated in the request.

Article 6 Termination.

a) The Commission may terminate this AGREEMENT at any time and for any cause by a notice, in writing, to the PROFESSIONAL. Upon receipt of such notice, the PROFESSIONAL shall, unless the notice directs otherwise, immediately discontinue all work and services.

b) If the AGREEMENT is terminated for the convenience of the Commission, payment to the PROFESSIONAL will be made promptly for that portion of work and services actually performed, less any payment previously made.

c) If this AGREEMENT is terminated because of the failure on the part of the

PROFESSIONAL to fulfill his undertakings under this AGREEMENT, the Commission may take over the work and services and prosecute the same to completion by AGREEMENT or otherwise, and the PROFESSIONAL shall be liable to the Commission for any excess cost occasioned to the Commission hereby.

d) The Commission’s obligation to make payments during any fiscal year succeeding the current fiscal year shall be subject to availability and appropriation of funds. When funds (state and/or federal) are not appropriated or otherwise made available to support continuation of performance in a subsequent fiscal year period, the Commission shall have the right to terminate the Contract. The PROFESSIONAL shall be reimbursed for the reasonable value of any nonrecurring costs incurred but not amortized in the price of the supplies or services delivered under the Contract. Such reimbursement shall not include loss of profit, loss of use of money, or administrative or overhead costs. The reimbursement amount may be paid from any appropriations available for that purpose.

Article 7 Officials not to Benefit. No official of the Commission shall be admitted to any share or part of this AGREEMENT or to any benefit that may arise therefrom, but this provision shall not be construed to extend to this AGREEMENT if made with a corporation for its general benefit.

Article 8 Subletting or Assigning of Agreement. The PROFESSIONAL shall not sublet, sell, transfer, assign, or otherwise dispose of the AGREEMENT or AGREEMENTS or any portion thereof, or of their rights, title or interest therein, without written consent of the Commission.

Article 9 Insurance. The PROFESSIONAL shall secure and maintain the following coverage at its sole cost and expense, and shall name the Commission as an ADDITIONAL INSURED on all policies.

PROFESSIONAL LIABILITY INSURANCE. Professional Liability Insurance shall not be less than $500,000 per occurrence, and the aggregate limit shall not be less than $1,000,000.

GENERAL LIABILITY INSURANCE. Commercial General Liability Insurance, to protect the Commission, and its employees, against any and all claims arising out of the PROFESSIONAL’S services for damages in law or equity for property damage and personal injury, including wrongful death. General Liability Insurance shall not be less than $500,000 per occurrence, and the aggregate limit shall not be less than $1,000,000.

WORKERS COMPENSATION INSURANCE. Workers Compensation Insurance sufficient to cover all of the employees working to fulfill this Agreement.

CERTIFICATE OF INSURANCE. During the active terms of this AGREEMENT, the

PROFESSIONAL shall furnish to the Commission a Certificate from its Insurance Carrier that will also name the Commission as an ADDITIONAL INSURED. The PROFESSIONAL shall provide updated Certificates to the Commission prior to the Certificate expiration date each year of the active term of this AGREEMENT.

FAILURE TO COMPLY WITH INSURANCE REQUIREMENTS. During any period in which the PROFESSIONAL is not in compliance with the terms of this Article, no fees shall be paid by the Commission to the PROFESSIONAL.

Article 10 Commission Saved Harmless.

With regard to any claim, protest, or litigation arising from or related to the

PROFESSIONAL’s performance in connection with or incidental to this Agreement, the PROFESSIONAL agrees to defend, indemnify, protect, and hold the Commission and its agents, officers, Board members, and employees harmless from and against any and all claims, including, but not limited to prevailing wage claims against the PROFESSIONAL or its subcontractors, asserted or established liability for damages or injuries to any person or property, including injury to the PROFESSIONAL or its employees, agents, or officers, which arise from or are connected with or are caused or claimed to be caused by the negligent, reckless, or willful acts or omissions of the PROFESSIONAL and its agents, officers, or employees, in performing the work or services herein, and all expenses of investigating and defending against same, including attorney fees and costs; provided, however, that the PROFESSIONAL’s duty to indemnify and hold harmless shall not include any claims or liability arising from the established sole negligence or willful misconduct of the Commission, its Board of Commissioners, agents, officers, or employees.

Further, the PROFESSIONAL shall be aware of and assume full responsibility for compliance with all Federal, State and local laws, ordinances and regulations, including but not limited to those governing, relating or referring to employment of labor, hours of work, workers’ compensation, unemployment compensation, safety and health, environmental protection, working conditions, payment of wages or benefits, deductions for taxes, etc. PROFESSIONAL agrees, to the fullest extent permitted by law, to indemnify, defend and hold the Commission harmless from and against any and all damages and claims arising or resulting from, relating to, or in connection with, the failure to comply with said laws, ordinances and regulations for work performed under this Agreement.

Article 11 Integration and Amendment. The AGREEMENT, including all referenced documents and attachments, constitutes the entire agreement between the parties. No agent, representative, employee or officer of either the Commission or the Grantee has authority to make, or has made, any statement, agreement or representation, oral or written, in connection with the AGREEMENT, which in any way can be deemed to modify, add to or detract from, or otherwise change or alter its terms and conditions unless otherwise explicitly stated within the AGREEMENT.

No negotiations between the parties, nor any custom or usage, shall be permitted to modify or contradict any of the terms and conditions of the AGREEMENT. No modifications, alterations, changes, or waiver to the AGREEMENT or any of its terms shall be valid or binding unless accomplished by a written amendment signed by both parties.

Article 12 Nondiscrimination/Sexual Harassment Provisions. In accordance with all applicable state and federal laws, regulations or executive orders, the Grantee shall not discriminate against any employee, applicant for employment, independent contractor, or any other person because of race, color, religious creed, ancestry, national origin, age, gender, sexual orientation or handicap. The Grantee’s obligations pursuant to this provision are ongoing from and after the effective date of the contract through the termination date. Accordingly, the Grantee shall have an obligation to inform the Commission if, at any time during the term of the contract, it becomes aware of any actions or occurrences that would result in a violation of this provision.

Article 13. Prevailing Wage. The Susquehanna River Basin Commission (“SRBC”) was established by the United States Congress in 1971 through adoption of the Susquehanna River Basin Compact (commonly cited as Pub. L. 91-575; 84 Stat. 1509 et seq.). The signatory parties of the SRBC include: The United States of America, the States of Maryland and New York, and the Commonwealth of Pennsylvania. As such, grant funds received from the SRBC may carry with it the obligation to pay prevailing wages. The Grant recipient shall consult the statutes and authorities below to determine whether prevailing wages must be paid. Grantees that fail to abide by any applicable prevailing wage law do so at their own risk.

A. The Federal Davis-Bacon Act, 40 U.S.C. §3141 et seq. (“Davis-Bacon) applies to contractors and subcontractors performing work on federally funded or assisted contracts in excess of $2,000 for the construction, alteration, or repair (including painting and decorating) of public buildings or public works. Laborers and mechanics employed under covered contracts must be paid no less than the locally prevailing wage and fringe benefits for corresponding work on similar projects in the area as determined by the Secretary of the Department of Labor.

B. The Pennsylvania Prevailing Wage Act, §165-1, et seq. applies to construction work in excess of $25,000, done under contract and paid for in whole in in part with public funds. Such work includes construction, reconstruction, demolition, alteration and/or repair work other than maintenance work. Any questions as to prevailing wage obligations and whether they apply to your project should be directed to the Pennsylvania Department of Labor & Industry (“L&I”), Bureau of Labor Law Compliance at (717) 705-7536. Grantee may seek a written determination letter from L&I.

C. The New York State Labor Law, Articles 8 provides that no laborer, worker or mechanic, in the employ of a contractor or subcontractors, shall be paid less than the rate of wages prevailing in the same trade or occupation in the locality within the state where such public work is to be situated, erected or used. Prevailing Wage Schedules are issued for “General Construction Projects” on a county-by-county basis. Wage schedules are to be obtained from the Bureau of Public Work.

D. The Maryland Prevailing Wage Law, Md. Code Ann, State Fin. & Proc. §17-201 et seq.

applies to construction of a structure or work, including a bridge, building, ditch, road, alley, waterwork, or sewage disposal plant for public use or benefit or is paid for wholly or partly by public money.

Construction includes building, reconstructing, improving, enlarging, painting and decorating, altering, maintaining and repairing. Wage determinations are made by the Commissioner of Labor and Industry.

Article 14 Conflict of Interest Provisions.

A. Conflicts of Interest – A conflict of interest or the appearance of a conflict of interest has the potential to negatively impact the Commission’s reputation for excellence and integrity in carrying out its mission. Therefore, the following provisions shall be applicable to the Grantee with a potential conflict of interest:

1. Disqualification.

a. In dealing with a conflict of interest, or a potential conflict of interest, Grantee and the Commission have the following options: (i) eliminating the conflict; (ii) terminating the contract, or (iii) disqualifying the Grantee from a particular matter (either voluntarily or upon being directed to do so after disclosure to the Commission of the conflict of interest or potential conflict of interest).

Any refusal by the contractor to voluntarily exercise one of these options where the Commission has, as provided below, determined that a conflict of interest exists, may result in an involuntary termination of the contract by the Commission. If the Grantee’s participation in a particular matter would cause a reasonable person to question their impartiality, the Grantee should recuse him or herself, unless (upon disclosure) continued participation is authorized as provided below.

b. Though they may not be the exclusive source of a conflict of interest, relationships that may give rise to a financial conflict or question of impartiality include the following:

i. a person (defined as any legal entity) for whom the Grantee currently serves or seeks to serve as an officer, director, trustee, general or limited partner, agent, attorney, consultant, contractor, or employee, or has an ownership interest greater than 1%;

ii. a person for whom the Grantee has served as an officer, director, trustee, general or limited partner, agent, attorney, consultant, contractor, or employee;

iii. a person with whom the Grantee is negotiating for or has an arrangement concerning prospective employment;

iv. a family member (for purposes of this section, defined to be a spouse, child, sibling, parent or parent-in-law) of the Grantee; or

v. a person for whom the Grantee’s family member serves or seeks to serve as an officer, director, trustee, general or limited partner, agent, attorney, consultant, contractor, or employee.

2. Disclosure.

Any Grantee that is involved in any matter of Commission business involving a conflict of interest or potential conflict of interest pursuant to the financial interest or impartiality guidance set forth above is directed to make a written disclosure of same to the Commission’s Director of Administration and Finance.

The Director of Administration and Finance, in consultation with the Executive Director and legal counsel, shall make a determination of recusal, continued participation, or such other action as may be appropriate, consistent with this agreement.

Notwithstanding the options set forth above in paragraph 1., the Commission reserves the right to impose any appropriate remedy up to and including termination of contract, if it determines that the level of conflict of interest, or appearance of conflict of interest, is of such magnitude to render ineffective the Grantee’s services to the Commission, or otherwise impugn the integrity of the Commission. The Commission shall not be liable for any damages relating to termination of contract under such circumstances other than payment for services up to the time of termination.

Article 15 PROFESSIONAL Responsibility Provisions. For the purpose of these provisions, the term PROFESSIONAL is defined as any person, including, but not limited to, a bidder, offeror or contractor who has furnished or seeks to furnish goods, supplies or services or who has performed or seeks to perform construction activity under contract or subcontract with the Commission, or with a person under contract or subcontract with the Commission.

a) The PROFESSIONAL must certify, in writing, for itself and all its subcontractors, as of the date of its execution of any Commission contract, that neither the PROFESSIONAL, nor any subcontractors, nor any suppliers are under suspension or debarment by any governmental entity, instrumentality, or authority and, if the PROFESSIONAL cannot so certify, then it agrees to submit, along with the bid/proposal, a written explanation of why such certification cannot be made.

b) The PROFESSIONAL must also certify, in writing, that as of the date of its execution, of any Commission contract it has no tax liabilities or other similar obligations.

c) The PROFESSIONAL’S obligations pursuant to these provisions are ongoing from and after the effective date of the contract through the termination date thereof. Accordingly, the PROFESSIONAL shall have an obligation to inform the contracting agency if, at any time during the term of the contract, it becomes delinquent in the payment of taxes, or other similar obligations, or if it or any of its subcontractors are suspended or debarred by the federal government or any state or governmental entity. Such notification shall be made within 15 days of the date of suspension or debarment.

d) The failure of the PROFESSIONAL to notify the contracting agency of its suspension or debarment by any state or the Federal government shall constitute an event of default of the contract with the Commission.

e) The PROFESSIONAL agrees to reimburse the Commission for the reasonable costs of investigation incurred by Commission personnel for investigations of the PROFESSIONAL’S compliance with the terms of this or any other agreement between the PROFESSIONAL and the Commission, which results in the suspension or debarment of the PROFESSIONAL. Such costs shall include, but shall not be limited to, salaries of investigators, including overtime, travel and lodging expenses; and expert witness and documentary fees. The PROFESSIONAL shall not be responsible for investigative costs for investigations which do not result in the PROFESSIONAL’S suspension or debarment.

Article 16 Public Access to Records. The Commission’s Public Access to

Records regulation, 18 CFR § 801.14, applies to this Agreement. The Commission, as an independent compact agency, is not subject to any of its member jurisdictions’ laws regarding public access to records. Nevertheless, the Commission wishes to assure, to the maximum extent practicable, the availability of Commission records consistent with the Susquehanna River Basin Compact.

Article 17 Applicable Law. The PROFESSIONAL agrees that this Contract shall be governed by and interpreted and enforced in accordance with the laws of the Commonwealth of Pennsylvania (without regard to any conflict of laws provisions) and the decisions of the Pennsylvania courts. The Contractor consents to the jurisdiction of any federal courts in Pennsylvania, waiving any claim or defense that such forum is not convenient or proper. The Contractor agrees that any such court shall have in personam jurisdiction over it, and consents to service of process in any manner authorized by Pennsylvania law.

[A later determination will be made whether any additional requirements are needed based on the grant award to the Commission]