Appendix L SI Builder Contract Template - Amended 5-5-2025.docx

State of Idaho Contract [IPRO Contract #]

Parties Department of Administration, Division of Purchasing Contractor

Division of Purchasing 650 W. State St., Room 100 Boise, ID 83720-0075

[Company Name] [Company Address]

Contract Summary Contract Number [IPRO contract #] Contract Title: System Integration Builder Contract Effective: [Date] Service Start Date: [date] Service End Date: [date] Total Contract Value to Date: [$$]

Recitals

1. This Contract number [IPRO contract #] for the Idaho Behavioral Health Plan (“the Contract”) is awarded for the Idaho Department of Health and Welfare (“the Agency”) by and through the Department of Administration, Division of Purchasing pursuant to state of Idaho solicitation number ### (“the Solicitation”).

2. The Contract is issued under the authority provided in the State Procurement Act, title 67, chapter 92, Idaho Code.

3. [Company Name] (“Contractor”) agrees to provide Services identified as detailed herein.

Agreement NOW, THEREFORE, in consideration of the mutual promises set forth herein, the parties agree as follows:

ARTICLE 1 – GENERAL TERMS AND CONDITIONS

0. Definitions. Except as defined otherwise in this Contract, the following terms shall have the following meanings, whether capitalized or not, unless the context requires otherwise. Terms not defined within this Contract shall have the meanings defined in Idaho Code section 67-9203 and in IDAPA 38, title 05, chapter 01, Rules of the Division of Purchasing.

0. “Agency” shall mean the State of Idaho, Department of Health and Welfare, its divisions, sections, offices, units, or other subdivisions, and its officers, employees, and agents.

0. “Contract” means this written agreement between Contractor and the State for the acquisition of property, which may be the result of a solicitation, and which may include the Solicitation or specification document and the accepted portions of the bid or proposal and other documents as identified herein, unless the context means one or more agreements with other contractors or for the acquisition or other property.

0. “Contract Manager” shall mean that person appointed by the Agency to administer the Contract on behalf of the Agency. "Contract Manager" includes, except as otherwise provided in the Contract, an authorized representative of the Contract Manager acting within the scope of his or her authority. The Agency may change the designated Contract Manager from time to time by providing notice to Contractor as provided in the Contract.

0. “Contractor” means the offeror, bidder, or proposer selected under the Solicitation to enter a contract with the State and identified as the Contractor in the heading above in this Contract.

0. “Data Breach” means any unauthorized access to or acquisition of Non-Public State Data following a Security Incident that compromises the security, confidentiality, or integrity of the Non-Public State Data, or the ability of the State to access the Non-Public State Data.

0. “Non-Public State Data” means State Data that is not subject to distribution to the public as public information. It is deemed to be sensitive and confidential by the State because it contains information that is exempt by statute, ordinance or administrative rule from access by the general public as public information. Non-Public State Data includes, but is not limited to, Personal State Data.

0. “Personal State Data” means State Data, which alone or in combination with other data, includes information relating to an individual that identifies the individual by name, identifying number, mark, or description that can be readily associated with a particular individual and which is not a public record. Personal State Data includes but is not limited to the following personally identifiable information (PII): government-issued identification numbers (e.g., Social Security, driver’s license, passport); financial account information, including account number, credit or debit card numbers; Protected Health Information (PHI) relating to a person; or education records covered by the Family Educational Rights and Privacy Act (FERPA), as amended, 20 U.S.C. 1232g, records described at 20 U.S.C. 1232g(a)(4)(B)(iv).

0. “Property” means goods, services, parts, supplies, and equipment, both tangible and intangible, including but not limited to, designs, plans, programs, systems, techniques, and any rights or interests in such property.

0. “Protected Health Information (PHI)” means individually identifiable health information held or transmitted by electronic media, maintained in electronic media, or transmitted or maintained in any other form or medium. PHI also includes but may not be limited to information that is a subset of health information, including demographic information collected from an individual, and 1) is created or received by a health care provider, health plan, employer, or health care clearinghouse; and 2) relates to the past, present, or future physical or mental health or condition of an individual; the provision of health care to an individual; and a) that identifies the individual; or b) with respect to which there is a reasonable basis to believe the information can be used to identify the individual.

0. “Purchasing Administrator” means the administrator of the Department of Administration, Division of Purchasing.

0. “Purchasing Authority” means the state entity authorized to enter into the Contract, which shall be either the Department of Administration, Division of Purchasing, or the Agency.

0. “Security Incident” means the unauthorized access to Contractor’s network that the Contractor or the State believes could reasonably result in the use, disclosure, or theft of the State’s Non-Public State Data within the possession or control of Contractor. A Security Incident also includes a security breach to Contractor’s system, regardless of if Contractor is aware of unauthorized access to the State’s Non-Public State Data. A Security Incident may or may not turn into a Data Breach.

0. “Software” means a series of instructions or statements in a form acceptable to a machine that processes data and is designed to cause the machine to execute an operation or operations. Software includes, but is not limited to operating systems, assemblers, compilers, interpreters, data management systems, utility programs, and Automatic Data Processing Equipment Maintenance/Diagnostics programs.

0. “State” means the state of Idaho including each board, commission, department, agency, or office of the state of Idaho, unless the context means one or more other states of the United States.

0. “State Data” means all information and data developed, documented, derived, stored, installed, or furnished by the State under the Contract, including all data related to records owned by the state of Idaho.

0. “Solicitation” means an invitation to bid (ITB), request for quotes (RFQ), or request for proposals (RFP) issued by the State for the purpose of soliciting bids, proposals, or quotes resulting in the Contract.

0. Term

1. Initial Term. The initial term of the Contract shall commence on the Effective Date and expire on the Service End Date identified in the header of this Contract.

1. Renewal Options. Upon mutual, written agreement by the parties, the Contract may be extended under the same terms and conditions for the time interval equal to the initial term, or for such period of time as agreed to by the parties. The Contract is not anticipated to exceed ten (10) years including all renewals.

0. Price

2. Price. The pricing for the Contract is included in Attachment 5 Cost Proposal.

2. Price Increases. Except as set forth in this section, prices shall not increase during the initial term or during any renewal or extension term. Unless accepted by the Purchasing Authority in writing or provided for in the Contract, prices shall not increase between the prior term and a renewal term. The Purchasing Authority may accept a price increase during a term or upon renewal as provided in Contract or upon submission of evidence by Contractor that Contractor’s costs have increased by causes beyond the control and without the fault or negligence of Contractor, and that Contractor could not have included in its offered price because they were unforeseeable or because the Solicitation did not contemplate future pricing.

2. General Billing Procedure. All deliverables must be satisfactorily completed and accepted by the Department prior to any invoice being paid by the Department.

The Contractor must provide the following information with each invoice:

1. Contract number

2. Contractor’s name, address, phone number and email address

3. Vendor ID number

4. Date of invoice

5. Invoice number

6. Identification of billing period

7. Total amount billed for the billing period to include any withholds

8. Detailed description of services provided

9. Name of authorized individual/contact information for Contractor

10. Funds remaining in contract

11. Signature of Contractor’s authorized representative

Invoices and reports must be submitted to:

[Will be updated prior to contract finalization].

No invoice will be accepted or paid without receipt of required reports/deliverables. Invoices received without the required report(s)/documentation will be returned to the Contractor for resubmission. Invoices with errors identified by the Department will be returned to the Contractor for revision, correction and resubmission.

Final invoices and reports must be submitted to the Department no later than sixty (60) calendar days after the contract expiration date. Invoices received without the required report(s)/documentation will be returned to the Contractor for resubmission with the required final report(s)/documentation. All invoice payments are subject to federal approval prior to payment made by the Department.

1.

1.1.

1.2.

1.3.

1.3.1.

1.3.2.

1.3.3.

1.3.4. DDI Milestone Billing. Invoicing and payment during the DDI phase shall be on a milestone basis. Contractor must submit an invoice within thirty (30) days of completion of each phase as detailed below:

· Project Management Plan (A.5.1.2)

· Staffing Management Plan (A.5.1.3)

· Risk Management Plan (A.5.1.4)

· Communication Management Plan (A.5.1.5)

· Change Control Management Plan (A.5.1.6)

· Quality Management Plan (A.5.1.7)

· SI Hub Requirements Validation and Traceability Matrix (A.5.9)

· SI Hub High Level Architecture Specification and Design (A.5.15) 10%

· Configuration Management Plan (A.5.18)

· Interface Control Specification (ICS) (A.5.20)

· Module Integration Guide (A.5.6)

· System Security and Privacy Plan (SSPP) (A.5.10)

· SI Hub Configuration Matrix (A.5.14)

· Configuration Complete 10%

· SI Hub Dashboards (A.1.52)

· DQAA Dashboard and functionality (A.4.1)

· Implementation Plan (A.5.21)

· Unit Testing Complete 15%

Phase 4: - SI DDI Capability: SI Hub Implementation Phase 4 must be completed within twelve (12) months of contract execution.

· Business Continuity Plan (A.5.2)

· Disaster Recovery Plan (A.5.17)

· SI Hub Base Platform Complete 10%

Phase 5: - SI Post-DDI Capability: Module Integration Development.

· SSO Integration Complete (A.10.9, A.10.35)

· Module Integration (A.1.67)

· SI Hub Monitoring Dashboards Development Complete (A.6.5) 20%

· Maintenance and Operations Plan (A.5.22)

· Training Plan (A.5.5)

· User Manual and Desk Reference (A.5.13) 20%

· Module Integration(s) Complete with SI Hub 15%

0. Termination and Remedies

3. Termination for Contractor Default. The State may terminate the Contract, any order issued pursuant to the Contract, or both when the Contractor has been provided written notice of default or non-compliance and has failed to cure the default or non-compliance within a reasonable time, which time shall be determined in the sole discretion of the Purchasing Authority. If the default or non-compliance is not capable of cure or if the cure requires more than thirty (30) calendar days, the Purchasing Authority may provide notice of termination without a cure period. The State shall not be required to provide advance written notice or a cure period and may immediately terminate this Contract in whole or in part if the State, in its sole discretion, determines that it is reasonably necessary to preserve public safety or prevent immediate public crisis. Time allowed for cure shall not diminish or eliminate Contractor’s liability for damages, including liquidated damages to the extent provided for under this Contract.

3. Termination for Convenience. The State may terminate the Contract at any time, with or without Cause or default, upon one-hundred eighty (180) calendar days’ written notice to the Contractor, specifying the date of termination.

3. Effect of Termination

2. If the Contract is terminated for default or non- compliance, the Contractor will be liable for any costs resulting from the State’s award of a new contract and any damages incurred by the State. The State, upon termination for default or non-compliance, reserves the right to take any legal action it may deem necessary including, without limitation, offset of damages against payment due.

2. Unless provided otherwise in the Contract, upon termination by the Purchasing Authority for default or non-compliance, Contractor shall: a) promptly discontinue all work, unless the termination notice directs otherwise; b) promptly return to the State any Property provided by the State pursuant to this Contract; and c) deliver or otherwise make available to the State all data, reports, estimates, summaries and such other information and materials as may have been accumulated by Contractor in performing this Contract, whether completed or in process, which the Contractor is obligated by the Contract or law to provide to the State upon completion.

3. Remedies. In addition to any remedies available to the State under law or equity, the State may, at its sole discretion, take or require one (1) or more of the following remedial actions if the Contractor’s performance is deficient and does not comply with the Contract requirements: 1) require the Contractor to take corrective action to ensure that performance conforms to Contract requirements; 2) reduce payment to reflect the reduced value of the performance received; 3) require the Contractor to subcontract all or part of the service at no additional cost to the State; 4) withhold payment or require payment of actual damages caused by the deficiency; 5) withhold payment or require payment of liquidated damages, if liquidated damages are provided for in the Contract; 6) secure the deficient products or services and deduct the costs of products or services from payments to the Contractor under the Contract; 7) require Contractor to remove, at its sole expense, any non-conforming or deficient Property from the State’s premises; or

8) terminate the Contract pursuant to any termination provisions within the Contract. These remedies are cumulative to the extent the remedies are not inconsistent, and the State may pursue any remedy or remedies singly, collectively, successively or in any order whatsoever.

1.

1.1.

1.2.

1.3.

1.4.

1.4.1.

1.4.2.

1.4.3.

1.4.4. Liquidated Damages. The Contractor and the IDHW agree that actual damages for failure to meet certain Contract provisions are difficult to ascertain and choose to use liquidated damages rather than requiring proof of actual damages for the performance failures listed below in Appendix H - SLAs. The liquidated damages are set at amounts that take into consideration the reduction in delivered services and the impact of delayed implementation.

0. Changes and Modifications

4. Amendments. Except as provided herein for ministerial changes, the Contract may be modified or amended only upon written consent of the Purchasing Authority and Contractor. The Contract may not be released, discharged, changed, extended, modified, subcontracted or assigned in whole or in part (collectively, an “Amendment”) except to the extent provided by a written instrument signed by the Contractor and the Purchasing Authority. The Purchasing Authority is authorized to execute any Amendment. The Agency is authorized to execute Amendments consisting solely of plans required by the Contract and ministerial or administrative documents that further define the day-to- day responsibilities of the Contractor and the Agency. The Agency is not authorized to execute Amendments directly or indirectly increasing monetary obligations of the State, expanding the scope of the Contract or extending the Contract term. An Amendment not executed in compliance with this section is voidable, at the option of the Purchasing Administrator.

4. Ministerial Changes. In the event the State discovers or is notified of a typographical or other ministerial or clerical error in the Contract, the Purchasing Authority may correct such error after providing notice to the Contractor of its intent to make the correction and an opportunity for the Contractor to object that the proposed correction is not ministerial or clerical. The Purchasing Authority will make a copy of the corrected Contract available to the Contractor upon the effectiveness of the correction.

4. Material Changes. Amendments to the Contract shall be in compliance with the State Procurement Act, Idaho Code title 67, chapter 92. The Purchasing Authority may accept material changes with an amendment if such changes could not reasonably been anticipated by the parties at the time of the Solicitation and do not frustrate the competitive process or provide the Contractor with an unfair advantage, as determined by the Purchasing Administrator in his or her sole discretion.

0. No Personal Liability. Contractor specifically understands and agrees that in no event shall any official, officer, employee or agent of the State be personally liable or responsible for any representation, statement, covenant, warranty or obligation contained in, or made in connection with, this Contract, express or implied.

0. Contract Relationship; Workers’ Compensation Insurance

6. Independent Contractor. Contractor’s status under the Contract shall be that of an independent contractor, and not that of an agent or employee. Contractor is solely liable for all labor, taxes, insurance, required bonding, and other expenses, except as specifically stated herein. Contractor shall exonerate, indemnify and hold the State harmless from and against and assume full responsibility for payment of all federal, state and local taxes or contributions imposed or required under unemployment insurance, social security, workman’s compensation and income tax laws with respect to Contractor or Contractor’s employees engaged in performance under the Contract.

6. Workers’ Compensation Insurance. Contractor shall maintain worker’s compensation insurance as required by law and shall provide certificate of same if requested by the State. Failure to provide a certificate of worker’s compensation insurance may result in termination of the Contract. Provision of workers’ compensation insurance by the State under this provision shall be in the name of the Contractor as employer and shall not alter the independent contractor status of Contractor under the Contract. Contractor must provide either a certificate of worker’s compensation insurance issued by a surety licensed to write worker’s compensation insurance in the state of Idaho, as evidence that the Contractor has in effect a current Idaho worker’s compensation insurance policy, or an extraterritorial certificate approved by the Idaho Industrial Commission from a state that has a current reciprocity agreement with the Idaho Industrial Commission.

0. Taxes. The State is generally exempt from payment of state sales and use taxes and from personal property tax for Property purchased for its use. The State is generally exempt from payment of federal excise tax under a permanent authority from the District Director of the Internal Revenue Service (Chapter 32 Internal Revenue Code). The State will furnish exemption certificates upon written request by Contractor. If Contractor is required to pay any taxes incurred as a result of doing business with the State, Contractor shall be solely responsible for the payment of those taxes.

0. General Indemnification and Insurance

8. Contractor’s Indemnification. Contractor shall indemnify, defend, and save harmless the State, its officers, agents, employees, and volunteers from and against any and all liability, claims, damages, losses, expenses, actions, settlements, attorneys’ fees, and suits whatsoever caused by, arising out of, or in connection with Contractor’s acts or omissions under this Contract or Contractor’s failure to comply with any state or federal statute, law, regulation, or rule during performance or applicable to the performance of the Contract.

8. Actions on Tender; Limitation. Upon receipt of the State's tender of indemnity and defense, Contractor shall immediately take all reasonable actions necessary, including, but not limited to, providing a legal defense for the State, to begin fulfilling its obligation to indemnify, defend, and save harmless the State. Contractor's indemnification and defense liabilities described herein shall apply regardless of any allegations that a claim or suit is attributable in whole or in part to any act or omission of the State under the Contract. Contractor shall not be required to hold the State harmless for damages attributed to the State in a final order issued by a court of competent jurisdiction. If it is determined by a final judgment that the State’s negligent act or omission is the sole proximate cause of a suit or claim, the State, to the extent funds are legally available therefore, shall reimburse Contractor for reasonable defense costs attributable to the defense provided by any Special Deputy Attorney General appointed pursuant to section 1.9.3.

8. Requirements of Defense. Any legal defense provided by Contractor to the State under this section must be free of any conflicts of interest, even if retention of separate legal counsel for the State is necessary. Any attorney appointed to represent the State must first qualify as and be appointed by the Attorney General of the State of Idaho as a Special Deputy Attorney General pursuant to Idaho Code Sections 67-1401(13) and 67-1409(1).

8. Insurance. Contractor shall furnish and maintain insurance coverages as set forth in Appendix O – Insurance Requirements of the Contract.

0. Patent and Copyright Indemnity

9. Indemnity. Contractor shall indemnify and hold the State harmless and shall defend at its own expense any action brought against the State based upon a claim of infringement of a United States’ patent, copyright, trade secret, or trademark for Property purchased under the Contract. Contractor shall pay all damages and costs finally awarded and attributable to such claim, but such defense and payments are conditioned on the following: 1) that Contractor shall be notified promptly in writing by the State of any notice of such claim; 2) that Contractor shall have the sole control of the defense of any action on such claim and all negotiations for its settlement or compromise and State may select at its own expense advisory counsel; and 3) that the State shall cooperate with Contractor in a reasonable way to facilitate settlement or defense of any claim or suit.

9. Limitation. Contractor shall have no liability to the State under any provision of this clause with respect to any claim of infringement that is based upon: 1) the combination or utilization of the Property with machines or devices not provided by the Contractor other than in accordance with Contractor's previously established specifications unless such combination or utilization was disclosed in the Solicitation or the specifications; 2) the modification of the Property unless such modification was disclosed in the Solicitation or the specifications; or 3) the use of the Property not in accordance with Contractor's previously established specifications unless such use was disclosed in the Solicitation or the specifications.

9. Option to Replace, Modify, or Refund. Should the Property become, or in Contractor's opinion be likely to become, the subject of a claim of infringement of a United States’ patent, the Contractor shall, at its option and expense, either procure for the State the right to continue using the Property, to replace or modify the Property so that it becomes non-infringing, or to grant the State a full refund for the purchase price of the Property and accept its return.

0. Billing

10. Contract Numbers on all Documentation. Contractor shall clearly show the State’s Contract number or Purchase Order number on all acknowledgments, shipping labels, packing slips, invoices, and on all correspondence.

10. Invoices. Contractor shall submit all invoices directly to the Agency.

10. Payment Processing. Invoices shall be accepted and processed for payment in accordance with Idaho Code sections 67-2302 and 67-9218.

0. Assignment, Merger, Consolidation, or Change of Contractor

11. Application of Idaho Statutes. Assignments, mergers, consolidations, and changes of the Contractor under this Agreement are subject to the provisions of Idaho Code sections 67- 1027 and 67-9230.

11. Consent to Assign. Contractor shall not assign this Contract, or its rights, obligations, or any other interest arising from the Contract, or delegate any of its performance obligations, without the express written consent of the Purchasing Administrator and the Idaho Board of Examiners.

11. Consent to Change of Contractor. Any entity into which Contractor may be merged or with which it may be consolidated, any entity resulting from any merger or consolidation to which Contractor is a party, or any entity succeeding to the business of Contractor shall not become the successor of Contractor without first obtaining the prior written approval of the Purchasing Administrator and the Idaho State Board of Examiners.

11. Effect of Non-Compliance. At the option of the Purchasing Administrator, transfer without approval required by this section shall cause the annulment of the Contract. All rights of action for any breach of the Contract are reserved to the State notwithstanding such annulment. As provided in Idaho Code section 67-1027, the State shall not be obligated to pay the assignee until the assignment is recognized by the Idaho Board of Examiners and no damages shall accrue to Contractor or the assignee arising from the State’s assignment and payment processes pursuant to Idaho Code sections 67-1027 and 67-9230.

0. Subcontracting. Unless otherwise allowed by the State in this Contract, Contractor shall not, without written approval from the State, enter into any subcontract relating to the performance of this Contract or any part thereof. Approval by the State of Contractor’s request to subcontract or acceptance of or payment for subcontracted work by the State shall not in any way relieve the Contractor of any obligation under this Contract. The Contractor shall be and remain liable for all damages to the State caused by negligent performance or non-performance of work under the Contract by Contractor’s subcontractor or its sub-subcontractor. Except where the State has approved in writing a Contractor subcontract with other insurance provisions, Contractor must require all of its subcontractors under this Contract to purchase and maintain the insurance coverage set forth in the Contract for the Contractor in connection with the performance of work by the approved subcontractor.

0. Compliance with Law, Licensing, and Certifications. Contractor shall comply with all requirements of federal, state and local laws and regulations applicable to Contractor or to the Property provided by Contractor pursuant to the Contract including, but not limited to, those detailed below. For the duration of the Contract, Contractor shall maintain in effect and have in its possession all licenses and certifications required by federal, state and local laws and rules.

13. Nondiscrimination. The Contractor shall provide all services funded through or affected by the Contract without discrimination on the basis of race, color, national origin, religion, sex, age, and physical or mental impairment, and shall comply with all relevant sections of the following: Title VI of the Civil Rights Act of 1964; Section 504 of the Rehabilitation Act of 1973; The Age Discrimination Act of 1975; and, The Americans with Disabilities Act of 1990. The Contractor shall comply with pertinent amendments to such laws made during the term of the Contract and with all federal and state rules and regulations implementing such laws.

13. HIPAA. The Contractor acknowledges that it may have an obligation, independent of this contract, to comply with the Health Insurance Portability and Accountability Act (HIPAA), Sections 262 and 264 of Public Law 104-191, 42 USC Section 1320d, and federal regulations at 45 CFR Parts 160, 162 and 164. If applicable, the Contractor shall comply with all amendments to the law and federal regulations made during the term of the Contract.

13. Lobbying.

2. The Contractor certifies that none of the compensation under the Contract has been paid or will be paid by or on behalf of the Contractor to any person for influencing or attempting to influence an officer or employee of any government agency, a member, officer or employee of Congress or the Idaho Legislature in connection with the awarding, continuation, renewal, amendment, or modification of any contract, grant, loan, or cooperative agreement.

2. If any funds, other than funds provided by the Contract, have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of nay governmental agency, a member, officer or employee of Congress or the State Legislature in connection with the Contract, the Contractor shall complete and submit Standard Form LLL, “Disclosure Form to Report Lobbying,: in accordance with its instructions, and submit a copy of such form to the Agency.

2. Contractor shall require that the language of this certification be included in any subcontract, at all tiers, including grants, subgrants, loans and cooperative agreements, entered into as a result of the Contract, and that all sub-recipients shall certify and disclose as provided herein.

2. Contractor acknowledges that a false certification may be cause for rejection or termination of the Contract, subject the Contractor to a civil penalty, under 31 U.S.C. § 1352, of not less than $10,000.00 and not more than $100,000.00 for each such false statement, and that Contractor’s execution of the Contract is a material representation of fact upon which the Agency relied in entering the Contract.

13. Qualification. Contractor acknowledges that a false statement of this certification may be cause for rejection or termination of the Contract and subject Contractor, under 18 U.S.C § 1001, to a fine of up to $10,000.00 or imprisonment for up to five (5) years, or both. Contractor certifies to the best of its knowledge and belief that it and its principals:

3. Are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from performing the terms of the Contract by a government entity (federal, state, or local);

3. Have not, within a three (3) year period preceding the Contract, been convicted of or had a civil judgement rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state, or local) transaction or contract under a public transaction; violation of federal or state antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property;

3. Are not presently indicted for or otherwise criminally or civilly charged by a government entity (federal, state, or local) with commission of any of the offenses enumerated in subsection two of this certification; and

3. Have not within a three (3) year period preceding the Contract had one (1) or more public transactions (federal, state, or local) terminated for cause or default.

13. Faith-Based Organizations. If Contractor is a faith-based organization, Contractor and all approved subcontractors shall:

4. Segregate contract funds in a separate account if federal funds;

4. Serve all participants without regard to religion, religious belief, refusal to hold a religious belief, or refusal to actively participate in a religious practice;

4. Ensure that Agency-referred clients’ participation in religious activities, including worship, scripture study, prayer or proselytization, is only on a voluntary basis;

4. Notify participants of the religious nature of the organization, their right to be served without religious discrimination, their right not to take part in religious activities, their right to request an alternate provider and the process for doing so;

4. Ensure that contract funds are not expended on inherently religious activities; and

4. Comply with applicable terms of 42 CFR Parts 54, 54a, and 45 CFR Parts 260 and 1050.

13. Tribes. If Contractor is a Tribe, Contractor and the Agency recognize that services performed pursuant to this Contract by Contractor and all approved subcontractors within reservation boundaries are subject to applicable laws, ordinances and regulations of the Tribe. Nothing in this Contract should be construed as a waiver of sovereign immunity.

13. Single Audit Act. Contractor acknowledges that it may have an obligation, independent of this Contract, to comply with the terms of the “Single Audit Act” of 1984. Funds provided under the Contract may be used to pay for compliance with this act in proportion to other funding sources available to the Contractor for the services provided pursuant to the Contract.

13. Local Contribution to Funding. If funding for the Contract is tied to a local contribution or match: (1) Contractor certifies that none of the local contribution or match funds are federal funds, are derived from or are in lieu of federal funds, and none of said funds have been used, or have been substituted for funds used, to earn other federal funds. (2) Contractor further certifies that any costs incurred by the Contractor prior to the Contract will not be allowable to or included as a cost of any other state or federally financed program in either the current period or any prior period.

0. State’s Confidential Information

14. Collection and Ownership. Pursuant to the Contract, Contractor may collect, or the State may disclose to Contractor, financial, personnel or other information that the State regards as proprietary or confidential (“Confidential Information”). Such Confidential Information shall belong solely to the State. The State may require that Contractor’s officers, employees, agents or subcontractors agree in writing to the obligations contained in this section. The Agency may require that Confidential Information be returned to the Agency upon termination of this Contract subject to Contractor’s document retention procedures as required by law.

14. Use. Contractor shall use such Confidential Information only in the performance of its services under the Contract and shall not disclose Confidential Information or any advice given by it to the State to any third party, except for the following:

1. With the State’s prior written consent;

1. Under a valid order of a court or governmental agency of competent jurisdiction and then only upon timely notice to the State unless prohibited by such order; or

1. In response to any electronic discovery, litigation holds, discovery searches and expert testimonies related to the State’s data under the Contract, or which in any way might reasonably require access to the State’s data and then only upon timely notice to the State, unless prohibited by law from making such contact.

14. Limitation. Confidential Information shall not include data or information that:

2. Is or was in the possession of Contractor before being furnished by the State, provided that such information or other data is not known by Contractor to be subject to another confidentiality agreement with or other obligation of secrecy to the State;

2. Becomes generally available to the public other than as a result of disclosure by Contractor; or

2. Becomes available to Contractor on a non-confidential basis from a source other than the State, provided that such source is not known by Contractor to be subject to a confidentiality agreement with or other obligation of secrecy to the State.

0. Public Records. Pursuant to the Idaho Public Records Act, Idaho Code title 74, chapter 1, records, including documents in all forms, received from the Contractor may be open to public inspection and copying unless exempt from disclosure. The Contractor shall clearly designate individual portions of records as “exempt” on each page of the record containing exempt portions and shall indicate the basis in the Idaho Public Records Act for such exemption. The State will not accept the marking of an entire record as exempt. In addition, the State will not accept a legend or statement on one (1) page that all, or substantially all, of the record is exempt from disclosure. Contractor shall indemnify and defend the State against all liability, claims, damages, losses, expenses, actions, attorney fees and suits whatsoever for honoring Contractor’s designation of exemption or for Contractor’s failure to designate a record as exempt. Contractor’s failure to designate as exempt any record or portion of a record that is released by the State shall constitute a complete waiver of any and all claims for damages caused by any such release. If the State honors a claim of exemption by Contractor, Contractor shall provide the legal defense for such claim. Use of the State of Idaho’s Name. Contractor shall not, prior to, in the course of, or after performance under the Contract, use the State's name in any advertising or promotional media, including press releases, as a customer or client of Contractor without the prior written consent of the State.

0. Disclosure of Agency Records. Contractor shall not release or disclose any records of the Agency without written consent of the Agency with respect to each proposed release or disclosure. Prior consent to release the same or different record to the same or different person shall not imply an ongoing consent to release public records. Contractor must comply with Idaho Code § 74-101 et seq. as well as other applicable rules for disclosure, such as IDAPA 16.05.01, Use and Disclosure of Department Records, found at https://adminrules.idaho.gov/rules/current/16/.

0. Fiscal Necessity and Non-Appropriation. The State is a government entity and it is understood and agreed that the State’s payments herein provided for shall be paid from Idaho State Legislative appropriations. The Legislature is under no legal obligation to make appropriations to fulfill this Contract. This Contract shall in no way or manner be construed so as to bind or obligate the State of Idaho beyond the term of any particular appropriation of funds by the State’s Legislature as may exist from time to time.

The State reserves the right to terminate this Contract in whole or in part (or any order placed under it) if, in its sole judgment, the Legislature of the State of Idaho fails, neglects, or refuses to appropriate sufficient funds as may be required for the State to continue such payments, or requires any return or “give-back” of funds required for the State to continue payments, or if the Executive Branch mandates any cuts or holdbacks in spending, or if funds are not budgeted or otherwise available, or if the State discontinues or makes a material alteration of the program under which funds were provided. The State shall not be required to transfer funds between accounts in the event that funds are reduced or unavailable.

All affected future rights and liabilities of the parties shall thereupon cease within ten (10) calendar days after notice to the Contractor. Further, in the event of non-appropriation, the State shall not be liable for any penalty, expense, or liability, or for general, special, incidental, consequential or other damages resulting therefrom.

0. Notices. Any notice given in connection with the Contract shall be given in writing and shall be delivered either by hand to the other party or by certified mail, return receipt requested, to the other party at the other party’s address provided in the header of this Contract. Either party may change its address by giving notice of the change in accordance with this paragraph.

0. Authority to Conduct Business in Idaho; Service of Process. Contractor must independently determine whether Contractor is required to register with the Idaho Secretary of State, and, if so, must register and remain in good standing for the term of this Contract. If Contractor is not registered with the Idaho Secretary of State, Contractor hereby consents to service of process upon it by registered or certified mail, return receipt requested, at its address for notices under this Contract. Service shall be completed upon Contractor’s actual receipt of process, or upon the State’s receipt of the return thereof by the United States Postal Service, or a reasonable delivery service if Contractor’s address is outside the United States, as refused or undeliverable.

0. Required Certifications.

20. Boycott of Israel. Pursuant to Idaho Code section 67-2346 (effective July 1, 2021), if payments under the Contract exceed one hundred thousand dollars ($100,000) and Contractor employs ten (10) or more persons, Contractor certifies that it is not currently engaged in, and will not for the duration of the Contract engage in, a boycott of goods or services from Israel or territories under its control. The terms in this section defined in Idaho Code section 67-2346 shall have the meaning defined therein.

20. Ownership or Operation by China. Pursuant to Idaho Code section 67-2359, Contractor certifies that it is not currently owned or operated by the government of China and will not for the duration of the Contract be owned or operated by the government of China. The terms in this section defined in Idaho Code section 67-2359 shall have the meaning defined therein.

20. Boycott of Various Industries. Pursuant to Idaho Code section 67-2347A (effective July 1, 2024), if payments under the Contract exceed one hundred thousand dollars ($100,000) and Contractor employs ten (10) or more persons, Contractor certifies that it is not currently engaged in, and will not for the duration of the Contract engage in, a boycott of any individual or company because the individual or company: a) engages in or supports the exploration, production, utilization, transportation, sale, or manufacture of fossil fuel- based energy, timber, minerals, hydroelectric power, nuclear energy, or agriculture; or b) engages in or supports the manufacture, distribution, sale, or use of firearms. The terms in this section defined in Idaho Code section 67-2347A shall have the meaning defined therein, including through reference to another section of Idaho Code.

0. Conflict of Interest.

21. Public Official. No official or employee of the State of Idaho or the United States government who exercises any functions or responsibilities in the review or approval of the undertaking or carrying out of the Contract shall, prior to the termination of the Contract, voluntarily acquire any personal interest, direct or indirect, in the Contract.

21. Contractor. Contractor and its agents shall have no present or future interest, direct or indirect, that would conflict in any manner or degree with the performance of the services provided pursuant to this Contract.

0. Audit Exceptions. If a federal or state audit indicates that payments made to the Contractor for goods or services that do not comply with the terms of the Contract or applicable federal or state laws, rules, or regulations, Contractor shall refund any compensation paid to Contractor arising from such noncompliance.

0. Non-waiver. The failure of any party, at any time, to enforce a provision of the Contract shall in no way constitute a waiver of that provision, nor in any way affect the validity of the Contract, any part hereof, or the right of such party thereafter to enforce each and every provision hereof.

0. Attorney Fees. Notwithstanding any statute to the contrary, in the event suit is brought by any party to this Contract to enforce the terms of this Contract or to collect any moneys due hereunder, the prevailing party shall be entitled to recover reimbursement for reasonable attorneys’ fees and costs, in the amount determined by the court, in addition to any other available remedies.

0. Force Majeure. Neither Contractor nor the State shall be liable for or deemed to be in default for any delay or failure to perform under the Contract if such delay or failure to perform results from unforeseeable causes including, but not restricted to, acts of God or the public enemy, fires, floods, epidemics, quarantine, restrictions, strikes, freight embargoes, or unusually severe weather. The unforeseeable cause must be beyond the control and without the fault or negligence of the party asserting it. Matters of the Contractor’s finances shall not be a force majeure. The excused party is obligated to promptly perform in accordance with the terms of this Contract after the unforeseeable cause ceases. Unless otherwise agreed in writing by the parties, the period for the performance shall be extended for a period equivalent to the period of the force majeure delay.

0. Entire Agreement; Headings

26. Complete Statement of Terms. The Contract constitutes the entire agreement between the State and Contractor and shall supersede all previous proposals, oral or written, negotiations, representations commitments, and all other communications between the parties. Conflicting and Supplemental Terms. Unless specifically accepted by the Purchasing Authority in writing, terms in documents outside of this Contract shall be of no force and effect.

26. Headings. All headings in this agreement are for convenience only and shall not affect the meaning of any provision hereof.

0. Governing Law. The Contract shall be construed in accordance with and governed by the laws of the state of Idaho. Any action to enforce the provisions of the Contract shall be brought in State district court in Ada County, Boise, Idaho.

0. Severability; Survival

28. Severability. If any part of this Contract is declared invalid or becomes inoperative for any reason, such invalidity or failure shall not affect the validity and enforceability of any other provision.

28. Survival. Any termination, cancellation, or expiration of the Contract notwithstanding, provisions which are intended to survive and continue shall survive and continue.

0. Sovereign Immunity. Nothing contained herein shall be deemed to constitute a waiver of the State’s sovereign immunity, which immunity is hereby expressly reserved.

0. Electronic Signature; Counterparts

30. This Contract may be electronically signed. Any electronic signatures appearing on this Contract are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.

30. This Contract may be executed in two (2) or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

0. Rider/Insurance. Contractor must comply with the provision of Appendix O - Insurance Requirements.

ARTICLE 2 – TERMS APPLICABLE TO THE PURCHASE OF GOODS

Article 2 is reserved as inapplicable to this solicitation, which does not concern the purchase of physical property that is deliverable to the State.

ARTICLE 3 – TERMS APPLICABLE TO THE PURCHASE OF SERVICES

The following terms apply to the purchase of services, which generally means the purchase of work completed by employees of the Contractor, including any tangible deliverables that are created as part of that work (e.g., reports). In the event of uncertainty as to the applicability of these terms, they shall be deemed applicable unless the State has explicitly stated that they do not apply.

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3.1. Property – Services. Contractor shall perform the Scope of Work detailed in the Contract.

3.2. Contract Effectiveness. The Contract and any amendments shall be effective when signed by Contractor and the Purchasing Authority, or at a later date specified in the Contract or Amendment. Contractor shall not render services to the State until the Contract or amendment has become effective and the State shall not pay for any services rendered prior to the effective date of the Contract or amendment.

3.3. Conflict of Interest. Contractor must disclose to the State any actual or potential conflict of interest that exists or arises for itself or any of its subcontractors during the term of the Contract. If the conflict would interfere with Contractor or its subcontractor’s performance of contractual obligations, as determined by the State, Contractor shall cure the conflict. Failure to cure such a conflict may result in the State terminating the Contract for Contractor default.

3.4. Reassignment of Contractor Employees.