Event 106 Administrative Document Amended 1.docx

STATE OF IDAHO

DIVISION OF PURCHASING

for the Idaho State Liquor Division

INVITATION TO NEGOTIATE (ITN)

Event 106

Intrastate Outbound Freight Delivery Amended 1

TABLE OF CONTENTS

ITN ADMINISTRATIVE INFORMATION

ITN Title:

Intrastate Outbound Freight Delivery

ITN Project Description:

This project is for intrastate, outbound freight delivery for the Idaho State Liquor Division (ISLD). The project will be for the delivery of distilled spirits and other items necessary to the overall operation of the ISLD.

ITN Lead:

Thayne Pearson, Purchasing Officer Division of Purchasing 650 W. State St. Room 100 Thayne.pearson@adm.idaho.gov 208-332-1605

Submit electronically via IPRO:

Electronic Submission:

IPRO LOGIN

Pre-Proposal Conference Date/Time:

Thursday September 14, at 8:30am Mountain Time

Virtual via Microsoft Teams

Deadline to Receive Questions:

Tuesday, at 11:59:59 p.m. Mountain Time

ITN Closing Date:

See IPRO Header Document

Public Opening Date:

See IPRO Header Document

Target Negotiation Start Date:

Target Negotiation End Date:

November 8, 2023

December 22, 2023

Initial Term of Contract and Renewals:

Six (6) Years. Upon mutual, written agreement, the Contract may be renewed, extended, or amended for two two-year terms. The anticipated total Contract term is ten (10) years.

OVERVIEW

1.1. Purpose

The Division of Purchasing (DOP), on behalf of the Idaho State Liquor Division (ISLD), herein after referred to as DOP and ISLD, respectively, are seeking proposals from respondents with experience in freight delivery and logistics of packaged liquor beverages, retail supplies, display materials, equipment, and furniture/fixtures. At present, all deliveries of the aforementioned items will be from the ISLD distribution center in Boise, Idaho. There is the potential for additional points-of-origin as increased volumes may necessitate additional warehouses or distribution centers in the future. The ISLD anticipates a June 30, 2024, expiration of its existing freight delivery agreement. DOP plans to issue a new freight contract for provision of services to include, but is not limited to, deliveries of packaged liquor and non-liquor beverages, retail supplies, display materials, equipment, and furniture/fixtures. Deliveries will be a minimum of four hundred (400) pounds per delivery, with no set maximum, in number or weight, for each ISLD retail sales outlet. Warehousing and distribution of all distilled spirits within the State of Idaho currently takes place from an approximately 100,000 square foot, state-owned facility located at 1349 E. Beechcraft Ct. in Boise, Idaho.

This invitation-to-negotiate (ITN) is intended to solicit a single Contractor responsible for delivering goods to all ISLD retail stores. Though not required, the State is also interested in opportunities to increase efficiency and reduce costs through Contractor management of warehouse locations (in Boise and/or additional locations) or other innovative ideas. The ISLD will consider options and alternatives proposed by the Offeror. At a minimum, the proposal must reflect the Offeror’s ability to provide the freight services and to meet the objectives detailed in this ITN.

1.2. Definitions

See Appendix H Definitions

1.3. Restrictions on Communications

From the issue date of this ITN, until a Contract is awarded or the ITN is cancelled, vendors and their representatives are prohibited from communications regarding this ITN (written or verbal) with ISLD staff, evaluation committee members, or other State employees or officials other than the ITN Lead and Division of Purchasing, except during formal solicitation events (including the pre-proposal conference, demonstrations, and negotiations). During challenges defined in Idaho Code 67-9232, vendors may communicate with the Director of the Department of Administration related to the challenge. Vendors may use the established public records request processes of any Idaho agency during the ITN.

1.4. Challenges

Idaho Code 67-9232 details the rights of vendors to challenge certain determinations made in connection with a solicitation. Offerors may avail themselves of the challenge process when they are notified that their Proposal has been deemed non-responsive (Idaho Code 67-9232(2)) or when they are notified that they have not been selected as the lowest responsible Offeror (Idaho Code 67-9232(3)), either through notification that their Proposal has been categorized as “unacceptable” (see Section 2.5.2.1), or through issuance of a Letter of Intent to award a Contract to another Offeror. Nothing in this Section shall limit vendors’ other challenge rights pursuant to Idaho Code 67-9232.

1.5. Background Information

ISLD’s business includes, but is not limited to, purchasing, finance, information technology, human resources, contract administration, and retail management. These duties are administered by a staff of twenty-six (26), along with three (3) district managers. Twenty-nine (29) warehouse personnel, co-located within the central office, are responsible for receiving, storing, and distributing approximately one-point-four (1.4) million, nine-liter cases annually over a geographic area of eighty-three thousand (83,000) square miles. The warehouse typically inventories about two hundred forty thousand (240,000) cases valued at approximately eighteen (18) million dollars. The majority of the inventory is owned by suppliers under a bailment system. An approximately equal amount of product is also inventoried in retail, at and by, State Stores, and Distributing Stations. ISLD, in accordance with Idaho Code, Title 23, only distributes alcoholic beverages containing more than fourteen percent (14%) alcohol by volume (ABV), defined as Liquor, through one of the two aforementioned channels. In total, ISLD operates, or oversees, one-hundred-seventy-two (172) retail liquor outlets throughout the State of Idaho. Sixty-seven (67) outlets are State Stores staffed by state employees (Note: the ISLD expects to open two additional state stores within the next year); the remaining one-hundred-five (105) outlets are Distributing Stations and are located within privately operated, retail businesses with whom the ISLD has a business agreement to sell its liquor. The Distributing Stations/Contract Stores help the ISLD service the vast geographic area of the State of Idaho. (See Appendix D)

Alcoholic beverages are currently shipped from suppliers directly to ISLD’s warehouse. ISLD distributes from the warehouse, by truck, to one hundred seventy-two (172) retail stores throughout the state. There are approximately five thousand six hundred (5,600) cases of alcoholic beverages shipped daily to ISLD’s retail stores comprising an average of twelve (12) to thirteen (13) trailers per day shipped to the retail stores.

Under normal circumstances, trailers are loaded with merchandise, fixtures, and supplies for shipment. In the current operation, orders are palletized by ISLD personnel for each store order and then loaded onto the trailers via forklift for shipment. Palletized orders are loaded onto trailers by ISLD personnel. However, in many instances, ISLD’s current contractor elects to breakdown some palletized orders in favor of floor loading the trailers themselves. ISLD prefers to avoid floor loading in its new contract. However, floor loading may continue to be permissible if offeror makes a compelling case.

ISLD’s current freight contractor transports the goods from the warehouse to ISLD retail stores according to the established daily delivery schedules and provides offloading service into the retail stores. Due to the unloading conditions at some stores, trailers of varying lengths and heights are required. The Contractor is also responsible for transporting return merchandise, furniture, fixtures, and supplies from the stores to the warehouse and between individual store locations.

The freight contractor shall be responsible for all outbound deliveries from the ISLD distribution center or any other future warehouse or distributing station. On average, there are between twelve (12) and thirteen (13) loaded trailers that leave our facility every day depending on volume. The current carrier uses both twenty-eight-foot (28ft) and thirty-five-foot (35ft) trailers for loading and delivering product. These trailer sizes are highlighted solely as a reference to how operations are conducted by the current freight contractor and are in no way the absolute standard which ISLD requires.

Currently, all pickups from the warehouse and deliveries to retail outlets occur during regular business hours Monday through Friday. As Idaho continues a trajectory of substantial population growth, the volume of products distributed throughout the state will increase. In light of this, there may come a point in time where the implementation of additional shifts and/or the addition of Saturday business operations by the freight vendor shall become necessary under the resulting contract in order to adequately service the ISLD. ISLD reserves the right to add or remove warehouse production operation hours as needed. This includes, but is not limited to, more than five (5) days a week for deliveries and pick-ups, multiple shifts each day, or any other adjustments which ISLD deems necessary to facilitate warehouse business needs.

1.6. Incorporated Documents

The following documents are incorporated into this ITN as if set out in their entirety, whether or not they are attached in IPRO:

· Solicitation Instructions for Vendor

· Standard Contract Terms and Conditions

· DOP Administrative Rules, https://adminrules.idaho.gov/rules/current/38/380501.pdf

If not attached in IPRO, the documents may be found on the “Information for Vendors” page of DOP’s website, www.purchasing.idaho.gov. If multiple versions of any of these documents are available on the website, the version in effect on the day the ITN was issued shall apply.

SOLICITATION PROCESS

2.

2.1. General Solicitation Instructions

2.1.1. This Solicitation is issued by the State via the State’s eProcurement system, IPRO: (IPRO LOGIN). The Solicitation includes all sections of the IPRO Sourcing Event and all attachments.

2.1.2. If it becomes necessary to revise any part of this ITN, amendments will be posted to IPRO. It is the vendor’s responsibility to monitor IPRO for any updates or amendments. Any oral interpretations or clarifications of this ITN should not be relied upon. All changes to this ITN must be in writing and posted to IPRO to be effective.

2.2. Pre-Proposal Conference

A non-mandatory pre-proposal conference will be held at the location and time indicated in the ITN Administration Information on page 1 of this ITN. This will be your opportunity to ask questions with the ISLD and DOP staff. All parties interested in submitting a Proposal are invited to participate by either attending a meeting in-person at the ISLD central office or by calling in to a virtual meeting. Those choosing to participate must pre-register to receive meeting details by submitting the completed Attachment 1- Pre-Proposal Conference Registration Form via email to the ITN Lead by Wednesday September 13th by 5:00pm MT. Any oral answers given by the State during the pre-proposal conference are unofficial and will not be binding on the State. Conference attendance is at the vendor’s expense; failure to attend shall not relieve the Offeror of the obligation to meet the requirements of this ITN.

2.3. Inquiries

Questions and other correspondence must be submitted using the IPRO Q & A Board or in writing to the ITN Lead using Attachment 2 – Offeror Questions. QUESTIONS MUST BE RECEIVED BY 11:59:59 PM MOUNTAIN TIME ON THE DATE LISTED IN THE ITN ADMINISTRATION INFORMATION. Official answers to all written questions will be posted to IPRO utilizing the Q & A Board or as an Amendment to the ITN. Response times for answering questions may vary. The State will make every effort to answer questions in a timely manner; however, the State will not guarantee a specific response time and does not guarantee that questions will be answered in the order received.

2.4. Requested Modifications and Specification Appeals

2.4.1. Requested Modifications

Any request to modify the contract terms found in the Prerequisite section of IPRO (Terms and Conditions) or any requirements in this ITN must be submitted in writing using Attachment 3 – Requested Modifications Form by the deadline for submitting questions, identified in the ITN Administration Information on page 1 of this document. Proposals which are conditioned on the State accepting terms and conditions not found in the ITN will be found non-responsive and no further consideration will be given to the Proposal.

2.4.2. Specification Appeals

Any vendor, qualified and able to sell or supply the services to be acquired, may submit a challenge to the Specifications in this ITN, as detailed in Idaho Code 67-9232(1). Vendors are encouraged, but not required, to submit questions as detailed in Section 2.3 of this document prior to submitting a specification appeal.

2.5. Evaluation and Award

All Proposals will be reviewed first to determine if they meet the mandatory submissions requirements. Any Proposals not meeting the mandatory submission requirements or specifications may be deemed non-responsive and receive no further consideration. Note: IDAPA 38.05.01.074.03 and 38.05.01.091.05 allow the designated State official to waive minor informalities as well as minor deviations.

2.5.1. Technical Proposals

2.5.1.1. The Technical Proposal (all sections of the Proposal excluding Cost) will be reviewed and classified as “acceptable,” “potentially acceptable,” or “unacceptable,” pursuant to IDAPA 38.05.01.094.04.h. Proposals which meet all mandatory requirements, and require no clarification, will be deemed “acceptable.” Proposals which the State determines can likely meet all mandatory requirements with additional clarification or negotiation will be deemed “potentially acceptable.” Proposals which the State determines cannot meet the mandatory requirements, regardless of the opportunity to clarify or negotiate, will be deemed “unacceptable.” All Proposals which are determined by the State, in its sole discretion, to be “acceptable” or “potentially acceptable” will continue in the evaluation process outlined in this Section. Proposals determined to be “unacceptable” will be eliminated and will not continue in the evaluation process (see Section 1.4.3).

2.5.1.2. Each Technical Proposal will be evaluated and scored by one (1) or more Technical Proposal Evaluation Committee(s) according to the Evaluation Criteria provided below.

2.5.1.3. Evaluation Criteria:

2.5.1.4. The scores for the Technical Proposals will be normalized as follows: The Technical Proposal with the highest raw score will receive all available Technical Points: 500 points. The remaining Proposals will be assigned a proportional amount of the available Technical Points using the formula:

2.5.2. Presentations

2.5.2.1. Invited Offerors. Following evaluation of Technical Proposals, the State may invite one (1) or more top scoring Offerors to participate in presentations. The State reserves the right to invite as many Offerors as it deems appropriate, based on the Technical Proposal evaluation scores; provided, however, that the State does not intend to invite vendors to provide presentations if the normalized technical score of their proposal is more than ten percent (10%) lower than the next higher-ranking proposal unless the State deems it necessary to have sufficient competition.

2.5.2.2. Team Presentation. Each selected Offeror will be invited to provide a team presentation. The team presentation is expected to last approximately one (1) hour. The State will provide scripts for Offerors to follow for the team presentation, as well as time for “open” presentation and questions and answers.

2.5.2.3. Forum. The State intends host the Team Presentations live in-person (in Boise Idaho). Offerors that require a virtual presentation must be approved by ISLD. Failure to appear for in person or virtual interviews may result in the offeror being found nonresponsive.

2.5.2.4. Rights. The State reserves the right to invite additional Offerors to provide Presentations after the initial round of presentations, including after negotiations are completed, regardless of the gap in technical scores.

2.5.2.5. Criteria and Weights. Presentations will be scored and weighed as follows:

2.5.2.6. Scoring: The total scores for the Presentations will be normalized as follows: The Offeror with the highest raw score for presentations (including team presentation and all individual interviews) will receive all available Presentation Points: 200 points. The remaining Offerors will be assigned a proportional amount of the available Presentation Points using the formula:

2.5.3. Cost Proposal

2.5.3.1. Cost Proposals will be evaluated using Attachment 5 – Cost Proposal that offers the ISLD the best possible value over the initial term of the contract. Offeror must provide a detailed, fully burdened Initial rate which must identify all fixed and variable operating costs (e.g., administrative costs, personnel costs, overhead, maintenance, repairs, supplies, equipment and profit.

2.5.3.2. Points for the initial Cost Proposal evaluation will be normalized as follows: The Cost Proposal evaluation will be based on the Total. The Cost Proposal with the lowest Total six (6) Year Cost will receive all available Cost Points: 200 points. The remaining Proposals will be assigned a proportional amount of the available Cost Points using the formula:

2.5.4. Negotiations

Following presentations and the opening of initial Cost Proposals, the State will identify at least one (1) top scoring Offeror as a “finalist” and invite it to participate in negotiations. Ranking of Offerors, for purposes of selecting finalists, will be based on the following total points:

The State reserves the right to invite as many Offerors as it deems appropriate, based on Total Points. If more than one (1) Offeror is identified as a finalist, negotiations will be completed with all finalists. See Section 5 of this document for additional detail regarding the negotiation process. The State reserves the right to engage in multiple rounds of negotiations with each finalist, including throughout the BAFO process detailed in Section 2.5.6 of this document.

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2.5.5. Best and Final Offer (BAFO)

2.5.5.1. Following negotiations, DOP will send to each finalist a document capturing all of the agreed upon items, including clarifications or modifications to the scope of work, specifications, and requirements; and any modifications to the terms and conditions. If no agreement has been reached on an item, the document will include the original term or condition, specification, or requirement identified by the State in the ITN (or alternate terms based on negotiations). Each finalist will be required to submit a BAFO consisting of agreement to the document and the final cost. Failure to submit the BAFO as directed may result in the Offeror being deemed non-responsive.

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2.5.5.2. Scoring the BAFO Scope of Work: If only one (1) finalist is identified, then the BAFO will not be evaluated. If more than one (1) finalist is identified, the negotiated Scope(s) of Work from the final round of BAFOs will be evaluated by one (1) or more evaluation committee(s). Scopes of Work will be evaluated and normalized as follows: The BAFO with the highest raw score for the BAFO Negotiated Scope of Work will receive all available Scope of Work points: 250 points. Other BAFO SOW’s will be assigned a portion of the maximum available Scope of Work points, using the formula:

250 x Raw Score of BAFO Scope of Work Highest Score of BAFO Scope of Work

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2.5.5.3. The structure of the BAFO Cost Proposal may differ from the initial Cost Proposal. The BAFO Cost Proposal will be scored in the same manner as the initial Cost Proposal (see Section 2.5.3.2).

2.5.6. Responsibility

Pursuant to IDAPA 38.05.01.081, the ITN Lead may, in the State’s sole discretion, require Offeror to provide documentation to demonstrate responsibility. The State anticipates requesting audited financial reports and a list of customer references from each finalist; however, the State reserves the right to request whatever documentation it deems appropriate of any Offerors at any point in the evaluation process. Failure to provide requested documentation may result in the Offeror being deemed non-responsible. Nothing herein shall prevent the State from using other means to determine Offeror’s responsibility.

2.5.7. Award

Following the final round of BAFOs, finalists will be re-ranked based on the criteria below (unless only one finalist participates in negotiations, as detailed above).

Award of Contract(s) will be made to the lowest responsible Bidder, deemed to be the responsive and responsible Offeror receiving the highest number of normalized Final Total Points.

2.6. Resulting Contract

If the State awards a Contract from this solicitation, it will do so by issuing a contract from the State’s ERP system, Luma. The State anticipates issuing a single contract document using Attachment 7, Contract Template; however, the State reserves the right to determine the form of the resulting Contract. At its option, the State may memorialize the agreement between the State and the Contractor in one (1) or more final Contract documents.

INSTRUCTIONS FOR SUBMISSION OF PROPOSAL

3.

3.1. General Instructions

3.1.1. Proposals must be submitted electronically, as detailed below. Except as otherwise addressed in this solicitation, all submission materials must be submitted at the same time. If multiple submissions are received, only the latest timely submission will be considered.

3.1.2. Alternate proposals are not allowed.

3.1.3. All electronic files must be in Microsoft Word or Excel format; the only exception is for financials, brochures, or other information only available in an alternate format.

3.1.4. It is mandatory to submit your Proposal electronically via IPRO, all Offerors 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 and only takes a few minutes.

3.2. Trade Secrets

Paragraph 28 of the Solicitation Instructions to Vendors describes 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.” In addition to marking each page of the document with a trade secret notation (as applicable; and as provided in Paragraph 28 of the Solicitation Instructions to Vendors), Offerors must also:

3.2.1. Identify with particularity the precise text, illustration, or other information contained within each page marked “trade secret” (it is not sufficient to simply mark the entire page). The specific information you deem “trade secret” 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.”

3.2.2. Provide a separate document entitled “List of Redacted Trade Secret Information” which provides a succinct list of all trade secret information noted in your Proposal; 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 Public Records Law.

3.2.3. Submit a redacted copy of the Proposal with all trade secret information removed or blacked out. The redacted copy must be submitted electronically, with the word “redacted” in the file name.

3.3. Electronic Submission

3.3.1. Electronically submitted Proposals must be submitted through IPRO, at https://sms-idaho-prd.tam.inforgov.com/fsm/SupplyManagementSupplier/page/XiSupplyManagementSupplierPage?csk.SupplierGroup=LUMA. When submitting through IPRO, enter your Cost in IPRO as “$0,” and UPLOAD YOUR TECHNICAL PROPOSAL, SEPARATE COST PROPOSAL, AND ALL OTHER REQUIRED SUBMITTAL ITEMS. Remember to submit an additional redacted version of the proposal if you have identified trade secrets.

3.3.2. Vendors are strongly encouraged to begin the process of submitting the response far enough in advance of the End Time to allow for resolution of technical difficulties. Be advised that the state is not responsible for a Vendor’s failure to timely submit a responsive submission due to any technical or technological difficulties. See IDAPA 38.05.01.61.02.

3.3.3. Submitting via IPRO, be advised that the Offeror for Proposal evaluation and award purposes is the entity profile under which the Proposal is submitted in IPRO, which must be the same legal entity presented in the uploaded response materials. If the entity identified on the state supplied Signature Page differs from the entity under which you submit your Proposal in IPRO, the information provided on the Signature Page prevails.

3.3.4. Offerors are further advised to upload response materials with logical descriptive file names, organized and consolidated in a manner which allows evaluators to efficiently navigate the Offeror’s response; as the State will print uploaded documents for evaluation in the manner received via IPRO.

PROPOSAL CONTENT AND FORMAT

4.1.2. Offerors must respond to all mandatory questions as directed in IPRO, whether or not they are specifically discussed in this section.

4.2. Technical Proposal

The evaluated portion of Offerors’ Technical Proposals will be comprised of their responses to Experience and Qualifications, Approach and Methodology, Obstacles, Challenges and Risks, and Impact to Desired Outcomes including any additional attachments referenced therein.

4.3.2 Offerors must not include website links or embedded documents in the Proposal; the State will not evaluate information outside of or embedded in the Proposal.

5 NEGOTIATION PROCESS

5.1 Overview

This ITN is issued pursuant to IDAPA 38.05.01.094. As detailed in Section 2.5.5, the State anticipates negotiating with one (1) or more finalists based on evaluation of Technical Proposals, Presentations, and Cost Proposals. The State may require finalists to attend part or all of the negotiations in person in Boise; however, the State may change to virtual negotiations based on circumstances including the coronavirus pandemic. Specific detail regarding the requested parties (e.g., technical expert, legal counsel, etc.) will be included in the invitation to participate in negotiations.

5.2 State-Anticipated Negotiation Topics

Depending on the content of the finalist(s)’ Proposals and Demonstrations, the State anticipates discussing the following topics during negotiations:

· Clarification of ITN scope, specifications, and requirements

· Clarification of finalists’ Proposals including value-add services

· Clarification of ISLD, DOP, and Contractor roles and responsibilities

· Detailed Implementation Plan for implementation of the Contract

· Performance metrics aligned to work plan

· Cost Proposal and Billing Procedure

The State reserves the right to identify any topic for discussion during negotiations and may seek clarification or negotiation of different terms with different finalists, as determined to be in the best interest of the State.

5.3 Offeror-Identified Negotiation Topics

Offerors that are selected as finalists must utilize Attachment 3 - Requested Modification Form (attached in the Buyer Attachments section in IPRO) to identify any requirements, terms, and conditions it wishes to negotiate, and must submit it to the ITN Lead within Three (3) business days of receiving the invitation to participate in negotiations. For each topic, Offerors must provide the following information: the relevant section of the ITN, the State’s requirement, term, or condition; Offeror’s proposed modification; and an explanation of why the proposed language is fair and reasonable to the State.

The State shall not be obligated to negotiate terms that are not identified on the completed Requested Modification Form and submitted within the time period noted above.

5.4 Restricted Negotiation Topics

There are some terms that the State cannot or will not negotiate due to legal restrictions or public policy reasons (see the Idaho Terms and Conditions Background and Limitations included in Attachment 3). The State will not consider any requests to negotiate terms and conditions that:

· Waive the sovereign immunity of the State of Idaho;

· Subject the State of Idaho or its agencies to the jurisdiction of the courts of other states;

· Limit the time in which the State of Idaho or its agencies may bring a legal claim to a period shorter than that provided in Idaho law;

· Impose a payment obligation, including a rate of interest for late payments, less favorable than the obligations set forth in § 67-2302, Idaho Code;

· Require indemnification not specifically authorized by the Idaho legislature or subject to appropriation pursuant to § 59-1015, Idaho Code, and § 59-1016, Idaho Code;

· Hold individual users (employees or officers of the State of Idaho) personally liable;

· Require the State to limit public access to records (through confidentiality or non-disclosure requirements) inconsistent with the Idaho Public Records Act;

· Require the State to approve Contract assignment (or pay an assignee) without approval by the DOP Administrator and Idaho Board of Examiners;

· Allow the Contract to be amended without written agreement by DOP except as allowed in the terms of the Contract;

· Remove the Patent and Copyright Indemnification term in the State’s Standard Contract Terms and conditions;

· Waive the right to terminate the Contract for fiscal necessity, as detailed in the Standard Contract Terms and Conditions; and

· Require the State to pay taxes.

Appendix A – SCOPE OF WORK ITN Event 106 Intrastate Outbound Freight Delivery All sections of this Scope of Work are mandatory unless marked as optional.

Desired Outcomes

· Reliable Schedules. It is vitally important that pickup and delivery occur as planned. Deliveries are often planned at times outside of normal business hours, so ISLD must schedule staff to be onsite when they otherwise would not be working. As a result, late or missed pickup and delivery, or schedule changes that occur less than two (2) hours prior to the anticipated pickup or delivery, cause ISLD to pay staff for hours that are unnecessary.

· Delivery Route Efficiency. ISLD is seeking to leverage the Contractor’s expertise to develop the most efficient and cost-effective delivery schedule that meets store stocking needs.

· Delivery Method Efficiency. ISLD is seeking a Contractor that will use tools, equipment, staffing, and methodology that will maximize efficiency of deliveries (i.e. minimizes the time needed to load, unload, and conduct other delivery-related tasks).

· Order accuracy and verification. All deliveries and associated paperwork must be accurate and must verify the correct delivery information.

· Minimal Loss. ISLD requires minimal breakage or loss in the performance of the contract.

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Mandatory Requirements The Contractor shall provide the following services to the State of Idaho in accordance with requirements in this Scope of Work, as negotiated.

1. General Requirements Contractor must comply with all requirements contained in Title 23, Idaho Code and other federal, state, and local laws and regulations.

2. Transition of Services Contractor shall successfully transition all services as detailed in this Section and in [Appendix – will be finalized during negotiations]. All tasks required for Contractor to successfully take over providing services from the current contractor must be completed to allow the new contract services to begin on July 1, 2024.

3. Deliveries

3.1. Locations. Contractor must load inventory from the ISLD warehouse and delivery regularly to all ISLD stores as detailed in Appendix E. ISLD reserves the right to add, subtract, and move any locations, including the ISLD warehouse, during the term of the Contract. Upon notification by ISLD of a change to the number or location of pickup or delivery sites, Contractor must provide an updated schedule that continues to meet the objectives of the ISLD.

3.2. At present, ISLD administers one-hundred-eighty-five (185) deliveries per week to its one-hundred-seventy-two (172) retail outlets. Fifteen (15) State Stores out of the sixty-seven (67) receive two (2) deliveries per week. The ISLD reserves the right to increase the number of deliveries per week for a given store and will work with Contractor to develop the most efficient solution to achieve this end.

3.3. Schedule.

3.3.1. Contractor must maintain a regular pickup and delivery schedule as detailed in [Appendix – will be finalized during negotiations]. Contractor may only change delivery day or time with prior ISLD approval. Requests to change delivery dates, times or routings must be submitted to ISLD in writing at least fourteen (14) days in advance of the proposed effective date of the change. ISLD reserves the right to accept, modify, or deny requested delivery changes.

3.3.2. Contractor must ensure on-time pickup and delivery and shall be responsible for personnel costs incurred unnecessarily by ISLD due to late arrivals, as detailed in Section 3.3 of the Contract. Contractor must notify respective store personnel, via telephone, as soon as possible prior to the scheduled delivery time, if deliveries are to be delayed longer than sixty (60) minutes past scheduled time or if deliveries need to be rescheduled. If a delivery is missed, the Contractor shall notify the state store manager or contract store contractor via telephone. Contractor must then deliver the missed delivery within twenty-four (24) hours of originally scheduled delivery time.

3.4. Logistics. Contractor’s employees must complete all loading, unloading, and delivery of inventory; state employees are not permitted to assist in loading, unloading, or delivering inventory. All inventory must be delivered inside the ISLD stores in a designated area for inventory delivery.

4. Protection of Freight

4.1. Contractor shall ensure the safe and accurate delivery of all inventory. Contractor shall not lose, break, or steal any inventory, or allow the loss, breakage, or theft of any inventory. Contractor must have a method of tracking and verifying the accuracy of all deliveries.

4.2. At ISLD’s direction, Contractor shall remove or destroy any damaged product after ISLD and Contractor determine the quantity and extent of damaged product.

4.3. ISLD reserves the right to verify both the shipper load and count of every individual item at time of receiving in stores and outlets. The shipper load count will be used to verify orders; when counts are in conflict, Contractor’s delivery personnel shall remain at the store or contract outlet until a complete item-by-item reconciliation takes place.

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5. Staffing

5.1. Staffing Levels. Contractor shall maintain sufficient staffing levels to ensure that all deliveries are completed safely and efficiently. Contractor shall establish policies and procedures to address staffing issues, including temporary absences and long-term shortages.

5.2. Appearance. Contractor’s staff must wear some type of uniform that identifies them as employees of Contractor.

5.3. Employee Safety. Contractor shall maintain all of its equipment, and implement policies and procedures, that ensure employee safety.

6. Maximizing Cost Effectiveness

6.1. Contractor’s delivery schedule shall be designed to maximize cost effectiveness for the state. Contractor shall seek and implement opportunities to maximize cost effectiveness, including minimizing the state’s fuel costs incurred driving empty trucks and/or maximizing shared savings achieved by backhauling or other cost saving measures.

6.2. If Contractor implements backhauling opportunities, it shall meet the following requirements:

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6.2.1. Backhaul opportunities shall not interfere with ISLD warehouse operations and shipment to retail stores.

6.2.2. Nothing other than that which is loaded at ISLD’s warehouse shall be transported outbound on the Contractor’s equipment. On inbound trips, the Contractor shall give first priority to ISLD merchandise and other property consigned to ISLD, but it is not otherwise restricted from accepting backhaul business provided that it is disclosed to ISLD.

6.2.3. The Contractor may leave tractors and trailers on ISLD’s warehouse property overnight at locations designated by ISLD Management. ISLD specifically reserves the right to limit the number of such tractors and trailers that may be left on ISLD property.

6.3. [Additional offers related to cost-saving measures may be negotiated and included in this or another section of the Scope of Work].

7. Reporting Contractor shall submit the reports listed below electronically. Reports shall be based on the state fiscal year, which runs July 1st through June 30th. These reporting requirements are subject to change.

7.1. DAILY REPORTING REQUIREMENTS:

Contractor must send daily reports to ISLD in an agreed upon format. The following criteria must be included in these reports:

7.1.1. On time delivery – Delivery time expected vs. delivery time actual for all store deliveries.

7.1.2. Delivery time log report – A report of electronically recorded truck arrival time, store notification time, setup time, unloading time, cleanup time, and delivery completion time for each store on the route.

7.1.3. Real time visibility of daily deliveries, via App or Website – Give insight to ISLD regarding where deliveries are located, when they will arrive, etc.

7.1.4. Delivery satisfaction survey – A survey that is completed by both the Contractor’s delivery driver and ISLD store personnel after the completion of each store delivery. [Specific questions will be negotiated.]

7.2. WEEKLY REPORTING REQUIREMENTS:

Contractor must send weekly reports to ISLD in an agreed upon format . The following criteria must be included in these reports:

7.2.1. Weekly summary of deliveries – A summary of all deliveries made during the week to include the following information:

7.2.1.1. Total number of deliveries;

7.2.1.2. Percentage of on time deliveries;

7.2.1.3. Delivery time log report – Weekly recap for all stores;

7.2.1.4. Miles traveled weekly;

7.2.1.4.1. Empty miles;

7.2.1.4.2. Loaded miles

7.2.1.5. Seal Tracking Report

7.2.1.6. Store Survey Score;

7.2.1.6.1. Contractor Score;

7.2.1.6.2. ISLD Store Score

7.3. MONTHLY REPORTING REQUIREMENTS:

Contractor must send monthly reports to ISLD in an agreed upon format. The following criteria must be included in these reports:

7.3.1. Monthly summary of deliveries – A summary of all deliveries made during the month to include the following information:

7.3.1.1. Total number of deliveries

7.3.1.2. Percentage of deliveries on time

7.3.1.3. Customer Satisfaction Score

7.3.1.3.1. Contractor Score

7.3.1.3.2. ISLD Store Score

7.3.1.3.3. Comments

7.3.2. Month-over-month trends – twelve (12) month trending report showing the following:

7.3.2.1. On time delivery to standard

7.3.2.2. On time start time

7.3.2.3. Offload time to standard

8. Key Performance Indicators Contractor shall be measured by key performance indicators (KPIs) for safety, service, cost per unit, on time delivery as detailed below. [Specific KPIs will be negotiated.]

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9. Quarterly Status Meetings ISLD and the Contractor shall meet quarterly to review operations and address issues and deficiencies in the delivery process. One (1) of these quarterly reviews will be used as an annual review of the Contractor’s income statement for Contract.

10. Agency Responsibilities Idaho State Liquor Division will be responsible for:

10.1. ISLD will have store orders for products, materials, or equipment prepared, checked, and ready for out-loading on appropriate pick-up date at its warehouse. The ISLD will issue a bill of lading for each shipment. Any bill of lading will contain the number of packages, and weight.

10.2. There are no unattended deliveries. ISLD and contract store personnel will be on site at the time of delivery and will verify the case count and complete the delivery. ISLD will ensure that adequate space is available to stage and count the product as it is being brought into the outlet. Offeror is not required to stock shelves, rotate stock, or merchandise product.

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APPENDIX B – IDAHO TERMS AND CONDITIONS BACKGROUND AND LIMITATIONS

ITN Event 106 Intrastate Outbound Freight Delivery

Idaho Terms and Conditions – Background The Division of Purchasing (DOP) 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.

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.

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.

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.

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.

Indemnification Many vendors request that 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 the legal remedies available under any contract. Lastly, States are generally prohibited from the benefits of the 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.

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.