Amendment 1 - ITB 1089 - Administrative Document.docx

STATE OF IDAHO

DIVISION OF PURCHASING

FOR

DEPARTMENT OF AGRICULTURE

Invitation To Bid

Amendment 1 - Diver Services

ITB Number: 1089

Table of Contents

Section 1 Administrative Information and Overview

1.1 Purpose

The State of Idaho’s (“State”) Division of Purchasing (“DOP”), on behalf of Department of Agriculture (“ISDA”) is issuing this Invitation To Bid (“ITB”) to solicit Bids from qualified and experienced firms (“Bidders”), that can provide Diver Services as required and authorized by ISDA. Background information is provided in Exhibit 1. The complete scope of work is provided in Exhibit 2.

1.2 Procurement Schedule

Deadline to submit questions:

Closing Date (deadline to submit Bid):

Public Opening Date:

Anticipated Award Date:

The State will make every effort to adhere to the schedule below, but reserves the right, at its sole discretion, to adjust the schedule.

January 7, 20265 @ 11:59 pm MT January 27February 13, 20265 @ 5:00 pm MT (Note: in the event of a conflict between this document and the State’s ERP system, the closing date in the ERP system takes precedence.)

January 28February 17 @ 10:30 am MT Week of February 923, 20265

1.3 ITB Lead

Name:

Title & Agency:

Email:

The individual listed below (referred to as “ITB Lead”) is responsible for the conduct of this procurement. From the issue date of this ITB, until a contract is awarded, or the ITB is cancelled, Bidders are prohibited from communicating with any State employee, Official, or Evaluators regarding this ITB or procurement.

Alex Limber Buyer, Division of Purchasing Alex.Limber@adm.idaho.gov

1.4 Pre-Bid Conference

A pre-bid Conference will not be held for this solicitation.

1.5 Public Bid Opening

Link:

Dial-In:

ID:

Password:

A public bid opening will be held at 10:30 am MT on the next business day following the closing date. The bid opening will be conducted virtually, with the access link provided below.

Microsoft Teams Meeting +1 208-985-2810 370 243 789# N/A

1.6 IPRO eProcurement System

This Solicitation is issued by the State via the State’s eProcurement system, IPRO. It is the Bidder’s responsibility to monitor IPRO for any updates or amendments.

Link: IPRO POWERED BY LUMA

1.7 Questions

The Bidder SHALL review this entire ITB solicitation, including associated documents. All questions, requests for clarification, or other correspondence must be submitted in writing via email to the ITB Lead. See Exhibit 4 for additional instructions. Questions must be submitted using the table provided within Exhibit 4.

1.8 Modifications and Exceptions to Requirements, Terms, and Conditions The Bidder SHALL review the Contract requirements, terms, and conditions. The Bidder is strongly encouraged to submit any proposed modifications, or exceptions to the Contract requirements, terms, or conditions to the ITB Lead prior to the deadline for submitting questions. See Exhibit 5 for additional instructions. Modifications and exceptions must be submitted using the table provided within Exhibit 5. The Contract requirements, terms, and conditions are provided in Exhibit 6.

Any modifications or exceptions that are raised after the Bid has been submitted may be rejected by the State without further discussion. Therefore, the Bidder is strongly encouraged to submit any proposed modifications or exceptions during the Q&A period. Bids which condition the Bid based upon the State accepting other terms and conditions not found in the ITB, will be found non-responsive, and no further consideration will be given.

1.9 Amendments

The State may issue amendments to make changes to the ITB, or to respond to any questions. Amendments will be posted on IPRO. Bidders are responsible for monitoring IPRO for updates and amendments. All published amendments SHALL become part of this ITB, and must be considered by the Bidder in its Bid. Oral interpretations or clarifications of this ITB are not binding and should not be relied upon. Any verbal responses provided by the State during the pre-Bid conference are considered unofficial, and will not be binding.

1.10 Authority

This procurement is conducted in accordance with IDAPA 38.05.01 and pursuant to Title 67, Chapter 92 of the Idaho Code.

Section 2 Format & Submission Requirements

2.1 Adherence to Requirements

The Bid SHALL be submitted in accordance with the requirements set forth in this document. Any Bid that does not adhere to the requirements may be deemed non-responsive and rejected. The State reserves the right, in its sole discretion, to overlook any minor informalities that may be non-compliant.

2.2 Deadline to Submit

All Bids are due at the date and time specified in the Procurement Schedule (Section 1.2). Late Bids SHALL NOT be accepted or considered. The State SHALL not be responsible for any technical issues, difficulties, or delays. Bidders are strongly encouraged to begin the process of submitting the Bid response far enough in advance of the Closing Date/Time to allow for resolution of any technical difficulties.

2.3 General Format Requirements

The Bid response must meet the following requirements:

· The Bidder SHALL NOT embed information, embed files, or embed any links within the Submittals.

· The Bidder SHALL NOT attach additional information to any Submittal Form (unless it has been explicitly requested). Any additional attachments submitted will not be considered in the evaluation process.

2.4 Electronic Submission Instructions

The Bidder SHALL submit the Bid as follows:

· The Bid SHALL be submitted electronically through IPRO POWERED BY LUMA. The State will not accept Bids in any other manner (i.e. facsimile, email, or hardcopy submissions). All Bidders participating in this Solicitation must establish an account in the IPRO system, as it is necessary in order to process and/or award the resulting Contract(s). Establishing an account is free.

Please make sure that the entity profile under which the Bid is submitted in IPRO, is the same legal entity presented in the uploaded response materials. If there are any discrepancies, the entity information provided within Submittal Form A prevails.

· The Bid must be submitted in the following packages:

* If applicable. Applies to Bids with trade secrets as discussed below.

· All electronic files must be in Adobe PDF, Microsoft Word, or Microsoft Excel format as noted in the table above.

· The Bid file(s) SHALL NOT be password protected or locked in any way.

· All submission materials must be submitted at the same time. If multiple submissions are received, only the latest timely submission will be considered.

· Alternate Bids are not allowed.

· Note: When submitting through IPRO, enter your Cost in IPRO as “$0.01,”

· Package 3: If your Bid contains trade secrets (see next Section), submit an additional redacted version. This should be labeled as Package 3 and include 'Redacted' in the file name.

2.5 Trade Secrets and Non-Public Information

The Idaho Public Records Act, Idaho Code title 74, chapter 1 (the “Act”) defines trade secrets to “include a formula, pattern, compilation, program, computer program, device, method, technique or process that derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by other persons and is subject to the efforts that are reasonable under the circumstances to maintain its secrecy.” The Act also defines other records that may be exempt from public disclosure.

In addition to marking each page of the document with a trade secret or other exemption notation (as applicable; and as provided in Paragraph 28 of the Solicitation Instructions to Vendors), Bidders must also:

· Identify with particularity the precise text, illustration, or other information contained within each page marked “trade secret” or “exempt from disclosure” (it is not sufficient to simply mark the entire page). The specific information you deem “trade secret” or “exempt” within each noted page must be highlighted, italicized, identified by asterisks, contained within a text border, or otherwise clearly delineated from other text/information and specifically identified as a “trade secret” or “exempt from disclosure.”

· Provide a separate document entitled “List of Redacted Trade Secret and Exempt Information” which provides a succinct list of all trade secret and exempt information noted in your Bid; listed in the order it appears in your submittal documents, identified by Page #, Section #/Paragraph #, Title of Section/Paragraph, specific portions of text/illustrations; or in a manner otherwise sufficient to allow the State’s procurement personnel to determine the precise text/material subject to the notation. Additionally, this list must identify with each notation the specific basis for your position that the material be treated as exempt from disclosure and how the exempting the material complies with the Act.

· Submit a redacted copy of any Bid response document (e.g. Scope of Work Response) with all trade secret and exempt information removed or blacked out. The redacted copy must be submitted electronically in the Supplier Attachments section of IPRO, with the word “redacted” in the file name.

Section 3 Evaluation & Award Procedures

3.1 Mandatory Submission Requirements

All Bids will be reviewed on a "pass" or "fail" basis to ensure compliance with all mandatory submission requirements. Bids determined by the State, at its sole discretion, to be responsive in this regard will proceed to the evaluation process outlined in this Section. Bids that do not meet the mandatory submission requirements will be deemed non-responsive. Mandatory submission requirements include, but are not limited to, the following:

· The Bid was submitted prior to the specified Closing Date and Time.

· The Bid complies with the submission instructions detailed in Section 2.4.

· The Bid includes a fully completed and signed Submittal Form A.

· The Bid includes all required Submittal Forms.

3.2 Mandatory Responsibility Requirements

The Bidder shall meet the following requirements to be eligible for award:

· Minimum of two (2) years of experience offering diver service in aquatic plant survey and removal, and Invasive species survey and removal for government entities. This minimum requirement must be met by the bidding entity’s experience directly.

· Minimum requirement of those managing and performing diver services to have an Open Water Dive license from any accredited diver certifying organization (PADI, SSI, etc.).

· ISDA desires the Contractor to have certification for diving depths past 100 feet. All offerors must provide their current depth certifications. Offeror pricing must be fully burdened, to include the cost of being able to perform work at depths over 100 feet.

3.3 Clarification Discussions

The ITB Lead may, in the State’s sole discretion, perform clarification discussions with the Bidder(s) to verify and validate that the Bid will meet the needs of the Agency. At any time during this period, if it is discovered that the Bidder has not met a mandatory requirement, or has failed to adequately respond to an item below, the State may find the Bidder non-responsive, and disqualify the Bid.

The Bidder(s) may be requested to address the following items:

a) Responsibility Assessment: The Bidder may be required to provide documentation to demonstrate its responsibility. Failure to provide the requested documentation may result in the Bidder being deemed non-responsible.

b) Agency Concerns: The Bidder will address or resolve any major risks, issues, concerns, obstacles, or deal-breakers that have been identified by the Agency.

c) Verify the Fee/Cost Bid: The Bidder will clarify and validate the fee/cost schedule. The Bidder will submit any additional financial data, supporting data, or substantiation requested by the Agency.

d) Provide a Project Schedule: The Bidder will provide a detailed schedule of the project (with major milestones or tasks). This should include milestones, tasks, and proposed start and completion dates.

e) Key Assumptions: The Bidder will provide a summary of the major assumptions that have been made in preparing the Bid. This should include items/tasks that the Bidder has assumed the Agency will perform, items/tasks required from the Agency, and items/tasks that have not been included in the Bid (items that the Bidder feels are outside the scope of work). This should also include any critical expectations or responsibilities that the Bidder has of the Agency, Agency personnel, or other parties/organizations that are not contracted to by the Bidder.

f) Technical Reviews: The Bidder will comprehensively describe the approach for meeting all of the requirements in the Scope of Work to confirm depth and breadth of technical and/or industry knowledge. Any efforts that would be required from the Agency should be addressed.

g) Reference Verification: If requested, provide a list of references for the firm and each key personnel.

h) Additional Requested Documentation: If requested, provide any additional documentation that may be requested, which may include a detailed project/work plan, testing and commissioning plan, training, change management plan, safety plan, staffing plan, operational plan, maintenance plans, warranties, bonding and insurance, background checks, etc.

The clarification discussion cannot materially alter the Bid. The State does not expect to negotiate any terms or conditions requested by the Bidder, unless they were submitted by the Bidder prior to the deadline for submitting questions (see Section 1.7), or they provide the State an opportunity to secure more advantageous terms or pricing.

3.4 Best-And-Final-Offer (BAFO)

The ITB Lead, in the State’s sole discretion, may conduct discussions and negotiations with multiple Bidders. The ITB Lead may request that these Bidders provide a Best-And-Final-Offer (BAFO) cost Bid. The State reserves the right to conduct one (1) or more rounds of a BAFO with these Bidders. The revised BAFO cost Bids, along with the additional evaluation criteria and weighting outlined in Section 4.2, will be utilized to prioritize and rank the Bidders. If the State anticipates the possibility of awarding multiple contracts from this ITB, the State may engage in concurrent negotiations with apparently successful Bidders as deemed appropriate.

3.5 Award

An award will be made all to one to the lowest responsive and responsible Bidder.

3.6 Resulting Contract

If the State awards Contract(s) from this solicitation, it will do so by issuing Contract document(s) from Luma, the State’s ERP system. The State anticipates issuing a single contract document for the awarded Contractor, incorporating the Terms and Conditions, Scope of Work, Appendices, and some or all of the Bidder’s Technical Bid; however, the State reserves the right to determine the form of the resulting Contract(s). A sample contract is provided in Exhibit 6. At its option, the State may memorialize the agreement between the State and each Contractor in one (1) or more final Contract documents.

Any modifications or exceptions to the Contract may be rejected by the State. Therefore, the Bidder is strongly encouraged to submit any proposed modifications or exceptions during the Q&A period (see Section 1.7).

EXHIBIT 1

Background Information

1. About The Department / Agency The Idaho State Department of Agriculture (ISDA) operates an aggressive aquatic noxious weed and invasive species survey and removal program. Divers are utilized in high priority areas where small populations of aquatic noxious weeds or invasive species exist. Divers will also be utilized in areas where other treatment options (chemical) are restricted; these areas may be of a high population density. Well-qualified Contractors are utilized to address these issues.

2. Background Information ISDA, through the Idaho Division of Purchasing (“DOP”), is requesting Bids from qualified Vendors to provide aquatic plant and invasive species survey, removal, and treatment services in accordance with the specifications provided in this ITB. The project will require diver-assisted suction removal, hand removal, and benthic barrier placement for the treatment of Eurasian Watermilfoil (EWM), Flowering Rush (FR) and other aquatic noxious weeds and listed invasive species in the lakes and river systems of Area A and Area B on the State of Idaho Area Map (Exhibit 7).

Annual spending for noxious weed survey and removal is estimated at $175,000.00 per year, based on the average annual spending over the term of the previous contract. This amount is an estimate only and is provided to the vendors for planning purposes only. The actual amount of contract usage will vary based on the requirements of the Idaho State Department of Agriculture. There is no minimum or maximum annual amount for these contract services.

Annual spending for invasive species survey and removal will be on an as-needed basis. Projects of this type are estimated at $50,000.00 per year. This amount is an estimate only and is provided to the vendors for planning purposes only. The actual amount of contract usage will vary based on the requirements of the Idaho State Department of Agriculture. There is no minimum or maximum annual amount for these contract services.

3. Existing Data Annually, ISDA performs aquatic surveys for noxious weeds and invasive species and utilizes the collected information to dictate where treatments are performed. These surveys can take place from May through September with work being requested from May through October per year. This work is assigned based on the highest need for the use of the diver.

ISDA decision making incorporates factors like plant density, proximity to areas where herbicides are not allowed to be used by waterbody of assignment, and/or biological timing for the targeted species. Another factor that may be considered is whether a detailed survey or removal is needed for Invasive species.

Reporting for this contract must include the number or weight of target species removed per workday and summary reports to be generated by the diver to better understand work performed overall and conditions pertaining to the work. This reporting is required by the organization that provides grant funding for these services. In the past, grant funding has originated from the Army Corps of Engineers, specifically for work on Flowering Rush. Grant funding comes based on availability from the funding organizations and is not determined by ISDA. At the present time, ISDA does not have active grant funding for these services. ISDA does provide a template for reporting in the form of a fillable survey on a mobile application – this format may be used, but is not required to be used, by the Contractor to fulfill their reporting requirement.

4. Additional Information for Vendors ISDA performs several survey dives during the season to evaluate presence of low population density aquatic plants and invasive species. ISDA will work onsite and in-water with the diver services Contractor on these types of projects, which are typically of high importance and strategic value. ISDA will utilize the technical expertise of the Contractor on setting up and carrying out these types of dives. In previous years, typical dives have included work on Quagga mussel in the Mid-Snake River and Early Detection Rapid Response aquatic noxious weeds in lakes and streams.

5. Reference Documents

5.1 Exhibit 7 – Diver Services Work Area Map

EXHIBIT 2

Scope of Work

1. Summary of Scope The Contractor must provide Diver Services as required and authorized by ISDA. Diver Services includes, but is not limited to, aquatic Invasive Species surveys, removals, and treatments.

2. General Objectives and Expectations

2.1. Surveys must be directed by ISDA. The agency will work collaboratively with the Contractor to plan survey projects at various depths.

2.2. Treatments must require either diver-assisted suction harvesting (DASH) or hand removal of targeted species from lakes and river systems in Areas A and B, as seen on the included Idaho diver services map (Exhibit 7), and as identified by ISDA.

2.3. Removals must include the extraction of all parts of targeted species from the sediment or substrate to prevent regrowth or as prescribed by ISDA at the time of project assignment. The Contractor must capture all biomass, remove it from the lake or river system, and dispose of it in a manner where it cannot return to the water, or as specifically directed by ISDA at the time of project assignment.

2.4. Examples of Targeted Species

2.4.1. Examples of aquatic noxious weeds are Eurasian Watermilfoil (EWM) or Flowering Rush (FR).

2.4.2. Examples of invasive species are Quagga Mussels or Chinese Mystery Snail.

3. Schedule & Term Expectations The current Contract for these services expires 2/22/2026. The treatment season is typically May to October every year.

The term of this Contract will be for one (1) year. Upon mutual, written agreement, the Contract may be renewed, extended or amended. The anticipated total Contract term is five (5) years.

4. Normal Contract Service Requirements These specifications are the minimum mandatory specifications that your Bid must meet in order for the State to consider your Bid for award.

4.1. Water depths for survey and removal activities will vary from 1 to 45 feet for aquatic plants.

4.2. Aquatic Plant Removal: Aquatic plant removal must include full removal of target aquatic noxious weeds, including all growing parts above and below underwater soils.

4.2.1. The Contractor must capture all biomass, remove it from the lake or river system, and dispose of it in a manner where it cannot return to the water or as directed by ISDA.

4.2.2. There may also be times when ISDA will request the placement of benthic barriers. ISDA will provide the benthic barriers when needed.

4.3. Aquatic Plant Survey: When assigned, ISDA will direct survey work for Idaho’s listed aquatic noxious weeds and work collaboratively with the Contractor to plan survey project.

4.3.1. At the time of survey project assignment, ISDA will review methods of survey, how field data will be recorded, and in the event that specimens are needed, how to collect and preserve samples for evaluation.

4.3.2. Depths are variable from 1-45 feet, depending on the target plant and littoral zone of the assigned waterbody.

4.4. The Contractor must follow all applicable laws, rules and regulations in its performance of Diver Services.

4.5. The Contractor must, when requested by ISDA, survey for aquatic noxious weeds or listed aquatic Invasive Species, or place benthic barriers for aquatic treatments. ISDA will provide benthic barriers for the Contractor to place when needed. The Contractor must follow all applicable laws, rules and regulations in its performance of Diver Services.

5. As-Needed Contract Service Requirements The State will utilize the following services on an as needed, if needed basis at the State’s sole discretion. The State reserves the right to add additional funds to the Contract if these services are required. There is no guaranteed minimum or maximum usage of these services.

5.1. Water depths for survey and removal activities for invasive specifies will be variable and based on the Contractor’s certification and maximum allowable depth.

5.2. Aquatic Invasive Species Removal: Aquatic invasive species removal includes complete and total removal of target organism from attachment on substrates (Quagga Mussel) or from benthic sediments.

5.2.1. In some cases, this may also include removing reproductive elements such as egg clusters.

5.2.2. All parts of the target species must be removed and counted and disposed of as directed by ISDA.

5.2.3. Water depth for these control efforts will depend on species and will be variable.

5.2.3.1. ISDA desires the Contractor to have certification for diving depths past 100 feet. As a part of the bid request the vendor must identify the maximum depth that they are certified to dive to (in feet) Please see Page 7, Section 3, requirement 3.2 for more information on this requirement.

5.3. Aquatic Invasive Species Survey: When assigned, ISDA will direct survey work for Idaho’s listed aquatic invasive species and work collaboratively with the Contractor to plan survey project.

5.3.1. At the time of survey project assignment, ISDA will go over survey methodology and scope.

5.3.2. Depending on the target species, the scope could include set up and use of underwater grids or require additional dive assistance to maximize survey efforts.

5.3.3. Data collection and/or specimen collection will be specifically assigned at the time of project.

5.3.4. Depths for this requirement are variable and can be from 1-100+ feet based on the Contractor’s certification and maximum dive depth allowable.

6. Areas and Timeframe of Work to be Performed

6.1. The Scope of Work for this solicitation is for all areas identified on the Idaho Diver Services map, locations of work may include, but are not limited to:

6.1.1. Priest Lake;

6.1.2. Hayden Lake;

6.1.3. Cocolalla Lake;

6.1.4. Pend Oreille Lake and River;

6.1.5. Blackfoot Reservoir;

6.1.6. Payette Lake;

6.1.7. Bear Lake;

6.1.8. Snake River; and

6.1.9. American Falls Reservoir.

Specific survey and removal schedules as well as lake and river system locations will be provided by ISDA prior to the initiation of Diver Services.

6.2. Locations and schedules may be adjusted throughout the season to adapt to growth conditions and weather conditions.

6.3. The Contractor must begin treatment or survey operations in June 2026 and be available through October 2026, unless an alternative timeframe is approved by ISDA.

6.4. For subsequent years of this contract, treatment or survey operations will be initiated as early as May and will continue through October.

6.5. The anticipated number of hours of work for the current contract year will be determined based on annual aquatic surveys performed by ISDA and prescribed by ISDA based on the need for additional surveys or removal by DASH or hand removal of target aquatic species.

6.6. There is no minimum or maximum amount of work to be assigned.

7. Contractor Requirements The Contractor must:

7.1. Provide personnel and equipment adequate to meet all local, State, and Federal regulations required to conduct Diver Services as described in this ITB.

7.2. Coordinate with ISDA on all survey, removal operations/activities, and submit to inspections/oversight by ISDA program staff.

7.3. Collaborate on targeted dive efforts related to invasive species or noxious weeds requiring technical expertise for accomplishing project objectives. These projects can be performed by the Contractor, ISDA staff, or a combination of both.

7.3.1. At a minimum, the Contractor must check in and provide a summary of daily operations/activities as a regular part of daily duties and a final After Treatment Report after project completion.

7.4. Provide a pre-dive plan to the ISDA project lead prior to all dive operations/activities. The pre-dive plan must be submitted to the ISDA point of contact prior to work beginning on all assigned dive operations/activities, and must include:

7.4.1. The type of dive activity;

7.4.2. Target of operation (provided by ISDA);

7.4.3. Equipment and gear to be used to meet the target;

7.4.4. Staffing minimums to meet the target;

7.4.5. Fragmentation mitigation plan to ensure all invasive plant materials are removed;

7.4.6. Weather forecast; and

7.4.7. An emergency response plan.

7.5. Provide a knowledgeable representative to be present at up to three (3) public meetings to help educate the public on the details of the diver operations, as requested by ISDA.

7.6. Submit weekly status reports, in addition to daily check ins, detailing areas where Diver Services were conducted (including GPS shapefiles), the time spent in each area, and the type and amount (volume) of Invasive Species or Aquatic Noxious Weeds removed. Reports must be submitted electronically to ISDA’s Project Lead.

7.7. Submit After Treatment Reports, to include information such as:

7.7.1. Total project time;

7.7.2. Total time spent diving/actively removing plants by assigned area;

7.7.3. Depths plants were removed at per area;

7.7.4. General plant densities per assigned areas;

7.7.5. Total number of target species removed (low density) or total weight of target species removed (high density); and

7.7.6. Any other project specific details requested at the assignment of the project.

ISDA can provide a template for reporting in the form of a fillable survey on a mobile application – this format may be used, but is not required to be used, by the Contractor to fulfill their reporting requirement.

8. Equipment Contractor must possess and utilize the following equipment while performing Diver Services:

8.1. Suction removal equipment that is capable of capturing and removing aquatic plant material and root crowns from deep open-water lake systems and from shallow river systems.

8.2. Have 4-inch, 6-inch, and 8-inch dredge equipment available, appropriate hose lengths, and adequate boats or platforms for their operation in water depths ranging from 1 to 45 feet.

8.3. Appropriate equipment must be utilized to capture plant biomass to ensure plant material is not released back into the water.

8.4. Must have the capability to provide turbidity curtains or utilize methods to minimize excessive spread of lakebed soils.

8.5. Reliable watercraft that can support suction removal operations.

8.5.1. Boats or platforms must be capable of safely traveling long distances in open water (up to 20 miles) to treatment sites and have all applicable watercraft insurance.

8.5.2. ISDA will not compensate the Contractor for non-work-related time such as mechanical problems or maintenance for watercraft, dredge, or other equipment.

8.6. Have the capability of utilizing GPS-based mapping software (ESRI Survey 123) that can be used on PC, Android or iPhone devices to accurately track diver removal services.

8.7. Have the capability to view GPS shapefiles of project area assignments to generate accurate dive plans.

9. Additional Requirements Note: In the event of conflict with the State’s Standard Terms and Conditions, or other terms, conditions or requirements contained in this ITB, the following provisions will take precedence:

9.1. Contract Monitoring

For each project assigned to the contracted diver, ISDA will work with the Contractor to schedule the date and time of performance of the dive project. ISDA reserves the right to perform an onsite review of each project, when staffing is available. ISDA will visually observe all aspects related to dive projects, including how species are identified, collected, removed, and disposed of. In the event that ISDA cannot be onsite for a project review, all projects are required to submit an After Treatment Report, as specified in Section 6.6.

9.2. Reporting Requirements

An After Treatment Report is required, as further detailed in Section 7.7 of this Scope of Work.

9.3. Compliance With Laws, Rules, Regulations

Compliance will be water dependent and identified at the time of the project. Examples include, but are not limited to, endangered species regulations or working with tribes or tribal waters.

9.4. Price Adjustment Clause

A price adjustment may be considered after the first twelve (12) months of the initial term of the Contract, and every six (6) months thereafter. If a price increase is requested, it will be the responsibility of the Contractor to notify ISDA sixty (60) calendar days in advance of the desired effective date and provide supporting documentation showing industry wide increases justifying the request.

If there is an industry-wide price decrease, Contractor must notify DOP immediately of the decrease; and make the price decrease effective for ISDA on the same day it becomes effective for the Contractor. If the State is not properly notified of price decreases, the pricing at the time of order will be used for invoice payment and the Contractor will provide refunds or credits as necessary.

9.5. Records Maintenance

Contractor shall maintain or supervise the maintenance of all records necessary to properly account for all payments made to the Contractor pursuant to the Contract. These records shall be retained by the Contractor for at least three (3) years after the Contract terminates, or until all audits initiated within the three (3) years have been completed, whichever is later.

9.6. Audit Rights

The Contractor agrees to allow State and Federal auditors and State purchasing staff access to all the records relating to this Contract, for audit, inspection, and monitoring of services or performance. Such access will be during normal business hours or by appointment.

9.7. Billing Procedure

The Contractor must provide a signed invoice upon service completion. The invoice must be submitted no later thirty (30) calendar days after services were provided. No invoice will be accepted or paid without receipt of required reports. Invoices submitted without the required reports will be returned to the Contractor for resubmission.

The Contractor must provide the following information with each invoice:

1. IPRO contract number (and name of project/product, if appropriate) and Agency PO number

2. Total amount billed

3. Name of authorized individual and contact information for Contractor

Invoices are to be submitted to:

EXHIBIT 3

Pre-Bid Conference Registration Form

A PRE-BID CONFERENCE WILL NOT BE HELD FOR THIS SOLICITATION

EXHIBIT 4

Questions

General Instructions

· The ITB Lead is the sole point of contact for this solicitation.

· All questions, clarification, or other correspondence must be submitted in writing via email to the ITB Lead.

· The e-mail subject line should include the “ITB Number”, followed by “Questions” (i.e. ITB 12345 Questions).

· Questions must NOT be submitted through IPRO.

· Questions must be received by the deadline specified in the Procurement Schedule.

· The Bidder must use the table on the following page, to submit all questions or clarifications. The Bidder must adhere to the instructions below.

Instructions Regarding The Table

· Do NOT change the format, font, font style, or font colors.

· Do NOT submit any questions related to the State’s Contract Terms or Conditions. Those must be submitted using Exhibit 5.

· Do NOT identify your name, your company’s name, or product names of intellectual property in your questions.

· Enter the ITB section number that the question is for in the “ITB Section” field (column 2). If the question is a general question not related to a specific ITB section, enter “General” in column 2. If the question is in regard to an attachment, enter the attachment identifier (example “Attachment 1”) in the “ITB Section” (column 2), and the attachment page number in the “ITB page” field (column 3).

· Add additional rows by hitting the “Tab” key while within the table, and within the final row.

· Do not enter text in the “Response” field (column 5). This is for the State’s use only.

Bidder Questions ITB 1089 Diver Services

EXHIBIT 5

Contract Modifications and Exceptions Before requesting modifications or exceptions to the Contract requirements, terms, and conditions, please review this document for greater context and reasoning behind key items.

1. Idaho Terms and Conditions – Background The Division of Purchasing issues solicitations on behalf of State of Idaho agencies. As public entities, the Division and the agencies it serves are subject to statutes, rules and policies that result in terms and conditions unlike those common in contracts between private parties. The Division of Purchasing does not have authority to vary many of these terms and in some instances, variations are void under Idaho law. See IDAPA 38.05.01.112.

Idaho is not unique. Many of the terms in the State of Idaho Standard Terms and Conditions are similar to terms offered by most federal, state, and local government agencies. Vendors who seek to work with government agencies should become familiar with these terms. The discussion below is provided to assist you in becoming familiar with the legal and policy basis for the terms and to provide information for you to evaluate the risks and benefits of working with public entities.

2. Termination – Costs of Re-procurement The State of Idaho Standard Terms and Conditions provision concerning termination specifically identifies the costs of re-procurement as a damage arising from a breach of the contract by a vendor. This damage is identified because of the public agency budgeting process and the competitive solicitation process required by Idaho’s purchasing laws. The Idaho purchasing laws provide a preference for open, competitive procurements. These procurements come at a cost to the agency, which is generally included in the agency budget requested from the Idaho Legislature more than twelve months prior to incurring the expense. Unlike a private business, public agencies cannot independently pass through the costs of re-procurement to Idaho taxpayers, who are the customers of government. Instead, Idaho agencies must submit a request for the costs to the Idaho Legislature in a subsequent budget year, which is usually after the need to secure a replacement vendor for the breaching contractor arises. As a matter of public policy, the contractor whose breach caused the damage of requiring re-procurement must pay those costs at the time of breach so that the public can receive the benefit of the contract made on its behalf through re-procurement of a new contract. This policy is reflected in the State of Idaho Standard Terms and Conditions provision concerning termination and the Division of Purchasing does not generally vary this requirement.

3. Termination – Fiscal Necessity Idaho Constitution Article VII, section 11 prohibits an expenditure in excess of a legislative appropriation. Idaho Code section 59-1015 prohibits state agencies and officers from entering into contracts that create any expense or liability in excess of an appropriation. Idaho Code section 59-1016 provides that any such contract is void. IDAPA 38.05.01.112 contains the same provisions. An appropriation can be reduced under Idaho law through “give backs” and “hold backs” issued by the executive branch. When the Division of Purchasing enters into a contract, it must contain the term allowing for termination for fiscal necessity to comply with these provisions. Variation of this term is not offered.

4. Anti-Discrimination/Equal Employment Opportunity Many of the Idaho agencies served by the Division of Purchasing receive federal funding that is subject to a requirement concerning a pass-through to vendors of the obligation to comply with federal civil rights and anti-discrimination laws. The pass-through obligation may extend beyond the specific federal funds to all agency contracts. Variation of this term is not offered to prevent a breach of the State of Idaho’s obligations under its agreements with the United States.

5. Taxes The State of Idaho Standard Terms and Conditions provision concerning taxes identifies that Idaho agencies are exempt from the payment of taxes and provides that the contractor is responsible for all taxes assessed against the contractor as a result of doing business with the State of Idaho. State agencies are not granted an appropriation to pay taxes due to the exemptions that apply to government agencies. As discussed above under the heading Termination – Fiscal Necessity, terms in excess of appropriation are void under Idaho law. Variation of this term is not offered.

6. Indemnification Many vendors request the State of Idaho offer an indemnification of the vendor. An indemnification is a promise to pay funds that have not been appropriated in the current budget year or that may occur in a future budget year that has not yet been appropriated by the Idaho Legislature. Idaho Constitution Article VII, section 11 prohibits an expenditure in excess of a legislative appropriation. Idaho Code section 59-1015 prohibits state agencies and officers from entering into contracts that create any expense or liability in excess of an appropriation. Idaho Code section 59-1016 provides that any such contract is void. IDAPA 38.05.01.112 contains the same provisions. Variation of this term is not offered.

In assessing the risk of doing business with the State of Idaho, vendors should consider the following. The State of Idaho has waived its sovereign immunity for torts as described in the Idaho Tort Claims Act, Idaho Code title 6 chapter 9. To the extent that the State or its employees have committed a tort, contractors have legal remedies available through that act. Tort liability is funded by the Idaho Legislature through an appropriation to the Retained Risk Program and appropriation issues do not arise in actions under the act. In addition, under existing Idaho court decisions, the State does not have sovereign immunity for contract claims arising from a properly entered contract. If the State is in breach of its contract obligations, contractors have legal remedies available under any contract. Lastly, States are generally prohibited from the benefits of federal bankruptcy laws. Unlike private companies, an indemnification clause is not required to preserve a remedy through the company’s insurer should the company declare bankruptcy.

7. Public Records All Idaho agencies are subject to the Idaho Public Records Act, Idaho Code title 74, chapter 1. State agencies cannot by contract vary the requirements of the Act or agree to violate the Act by withholding records properly subject to release under the Act. The State of Idaho Standard Terms and Conditions provision concerning disclosure of public records has been drafted to allow contractors to designate records as exempt under the provision of the Act if the contractor agrees to defend that designation and to indemnify the State of Idaho for any costs and penalties imposed under the Act. Variation of this term is not offered.

8. Assignments Idaho code section 67-9230 prohibits the transfer of a contract issued by the Division of Purchasing without written approval by the Administrator and the Idaho Board of Examiners. At the option of the Administrator, a contract transferred in violation of this provision can be annulled. Idaho Code section 67-1027 provides that the Idaho Controller shall not pay an assignee of a contract if the assignment has not been approved by the Idaho Board of Examiners. The State of Idaho Standard Terms and Conditions provision concerning assignment cannot be varied in a way that allows assignment without approval of the Administrator and the Idaho Board of Examiners.

9. Governing Law, Jurisdiction and Venue, Arbitration, Waiver of Jury Trial As a sovereign state, the State of Idaho is not subject to the jurisdiction of the courts of its sister states. The Idaho legislature has not consented to the waiver of this limitation by state agencies. The 11th amendment to the United States Constitution provides limitations on the jurisdiction of federal courts over claims against the State of Idaho. IDAPA 38.05.01.112, approved by the Idaho Legislature in 2015, provides that terms subjecting the State of Idaho to the jurisdiction of the courts of other states are void.

Agencies of the State of Idaho are subject to Idaho law and cannot vary the legal provisions governing the agency by contract. Based on this limitation, the Division of Purchasing will not consent to the application of laws other than the laws of the State of Idaho to all of a contract. Unless the agency certifies to the Division of Purchasing that it has consulted with the Office of the Attorney General and considered its advice, the Division of Purchasing will not consent to the application of laws other than the laws of the State of Idaho to a portion of the contract.

Idaho Code section 29-110 provides that any term of a contract subjecting a party to arbitration conducted outside the State of Idaho is void. IDAPA 38.05.01.112 requires that any agency must consult with the Office of the Attorney General prior to consenting to arbitration. At this time, the Office of the Attorney General does not generally advise agencies to consent to arbitration. Unless the agency certifies to the Division of Purchasing that it has consulted with the Office of the Attorney General and considered its advice, the Division of Purchasing will not consent to an arbitration provision.

IDAPA 38.05.01.112 requires that any agency must consult with the Office of the Attorney General prior to consenting to wavier of the right to a jury trial. At this time, the Office of the Attorney General does not generally advise agencies to consent to waiver of the right to a jury trial. Unless the agency certifies to the Division of Purchasing that it has consulted with the Office of the Attorney General and considered its advice, the Division of Purchasing will not consent to waiver of the right to a jury trial.

10. Payment Terms Idaho Code section 67-2302 establishes the general legal requirements for payments by Idaho agencies. Among other things, this section prohibits full payment on partial deliveries and establishes a statutory rate of interest and penalties on late payments. Idaho agencies cannot vary these terms by contract.

11. Limitations of Liability As a public entity representing Idahoans, requests to limit the liability of a contractor are considered as matters of public policy. Limitations of liability are authorized only when it is appropriate for the taxpayers of Idaho to bear the risk of the contractor’s breach or where the limitation is in excess of any reasonable contractor liability under the contract. In general, it is the policy of the Division of Purchasing to expect contractors to secure insurance to provide for the reasonable risks of operating the contractor’s business. As representatives of all Idahoans and a matter of public policy, the Division of Purchasing will not approve limitations of liability for death or personal injury or damage to real property.

General Instructions

· The ITB Lead is the sole point of contact for this solicitation.

· All modifications and exceptions to the State’s Contract Terms and Conditions must be submitted in writing via email to the ITB Lead.

· The e-mail subject line should include the “ITB Number”, followed by “Questions” (i.e. ITB 12345 Questions).

· Questions must NOT be submitted through IPRO.

· Questions must be received by the deadline specified in the Procurement Schedule.

· The Bidder must use the table on the following page, to submit all modifications and exceptions. The Bidder must adhere to the instructions below.

Instructions Regarding the Table

· Do NOT change the format, font, font style, or font colors.

· Do NOT identify your name, your company’s name, or product names of intellectual property in your questions.

· Blanket requests to negotiate requirements, terms, or conditions will NOT be considered.

· Identify the section number and title of the section containing the language being questioned.

· Provide the rationale for the specific requirement being unacceptable (define the deficiency).

· Provide alternative or suggested language for the State’s consideration that is consistent in content, context, and form with the State’s requirement that is being questioned.

· Add additional rows by hitting the “Tab” key while within the table, and within the final row.

· Do not enter text in the “Response” field (column 5). This is for the State’s use only.

Modification & Exception Form ITB 1089 Diver Services

EXHIBIT 6

Contract

The Contract resulting from this solicitation is subject to the terms and conditions set forth in the document titled “State of Idaho Contract Terms and Conditions” attached within the Questions tab in IPRO Powered by LUMA. By executing a Contract resulting from this solicitation, the parties acknowledge and agree to be bound by all such terms and conditions as if fully set forth herein.

The Contract incorporates by reference all attachments, exhibits, and documents included in the original solicitation, as well as all attachments, exhibits, and materials submitted by the Contractor in response to the solicitation. Such documents form an integral part of the Contract and shall have the same force and effect as if set forth in full herein.

A sample of the Contract document is provided below.

EXHIBIT 7

Diver Services Work Area Map

SUBMITTAL FORM A

Background, Declarations, & Certifications

All information requested in this Submittal Form is Mandatory.

Failure to complete or respond to each question, failure to sign this Form, and failure to submit this Form may result in your Bid being deemed non-responsive.

PROJECT INFORMATION

BIDDER INFORMATION

Company Name:

Company Address:

Tax Identification Number (EIN):

DUNS…