ITB618 Fire Life Safety _FINAL.docx

STATE OF IDAHO

IDAHO DEPARTMENT OF HEALTH & WELFARE

Invitation to Bid (ITB) ITB 618

Fire/Life Safety Services

Date of Issuance: 08/14/2024

TABLE OF CONTENTS

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ITB Administrative Information

ITB Lead:

ITB Kristin Perry Grants/Contracts Officer kristin.perry@dhw.idaho.gov

Submit sealed Bid to:

Submit electronically via IPRO

Electronic Submission:

IPRO LOGIN

Pre-Bid Conference:

Pre-Bid Conference Location:

Wednesday, August 21, 2024 9:00 a.m. Pacific Time

By WebEx only

You must e-mail the ITB Lead by the Pre-Bid Registration Deadline if you wish to participate. Late registrations will not be guaranteed to receive conferencing information. There will not be an in-person conference.

Mountain Time

The Department conducts Virtual Electronic Bid Openings only.

PURPOSE

The purpose of this ITB is to seek a single Contractor to provide fire and life safety services for the Department’s State Hospital North (SHN) facility, in Orofino, Idaho.

GENERAL INFORMATION, solicitation instruction, STATE OF IDAHO CONTRACT terms and conditions This Solicitation is issued by the state of Idaho (the “State”) via IPRO:

(https://purchasing.idaho.gov/information-for-vendors/). The ITB Lead is the only contact for this Solicitation. All correspondence regarding this ITB shall be in writing. In the event that it becomes necessary to revise any part of this ITB, amendments will be posted at IPRO. It is the responsibility of the Bidder to monitor IPRO for any updates or amendments. Any oral interpretations or clarifications of this ITB shall not be relied upon. All changes to this ITB must be in writing and posted at IPRO to be valid. Alternate Bids are not allowed.

The current version of the Solicitation Instructions to Vendors is incorporated by reference into this Solicitation, and attached or referenced in any resulting Contract, as if set forth in their entirety. This document can be downloaded at https://purchasing.idaho.gov/information-for-vendors/; or copies obtained by contacting the Division of Purchasing at 208-327-7465 or purchasing@adm.idaho.gov. Failure by any Bidder to obtain a copy of this document or the State of Idaho Contract Terms and Conditions including the Department’s Article 6 - Attachment 2 shall in no way constitute or be deemed a waiver by the State of any term, condition or requirement contained in the referenced documents; and no liability will be assumed by the Department for an Bidder’s failure to consider the State of Idaho Standard Contract Terms and Conditions and Solicitation Instructions to Vendors in preparing its response to the solicitation.

SPECIAL TERMS PRECEDENCE: The State of Idaho Contract Terms and Conditions have been adapted for use by the Department of Health and Welfare and are included with this Solicitation as Attachment 2.

For the purposes of this Solicitation and the resulting Contract, the term “Bidder” and “Contractor” are used interchangeably. The resulting Contract will refer to “Contractor.”

INQUIRIES

Questions or other correspondence must be submitted in writing to the ITB Lead listed below. QUESTIONS MUST BE RECEIVED BY 11:59:59 P.M. Mountain Time ON THE DATE LISTED IN THE ITB ADMINISTRATIVE INFORMATION. Written questions must be submitted using Attachment 1, Bidder Questions. Official answers to all written questions will be posted on IPRO as an amendment to this ITB.

Any questions regarding the State of Idaho Standard Contract Terms and Conditions found in this RFP (Attachment 2) must also be submitted in writing, using Attachment 1, Bidder Questions, by the deadline identified in the ITB Administrative Information. The State will not consider proposed modifications to these requirements after the date and time set for receiving questions. Questions regarding these requirements must contain the following:

1. The rationale for the specific requirement being unacceptable to the party submitting the question (define the deficiency).

2. Recommended verbiage for the State’s consideration that is consistent in content, context, and form with the State’s requirement that is being questioned.

3. Explanation of how the State’s acceptance of the recommended verbiage is fair and equitable to both the State and to the party submitting the question.

3.1 Vendor Proposed Modifications and Exceptions to Requirements, Terms, and Conditions.

3.1.1 Proposed modifications and exceptions to requirements, terms or conditions must contain the following and must be submitted to the ITB Lead by the Question deadline:

1. The rationale for the specific requirement being unacceptable to the party submitting the question (define the deficiency).

1. Recommended verbiage for the State’s consideration that is consistent in content, context, and form with the State’s requirement that is being questioned.

1. Explanation of how the State’s acceptance of the recommended verbiage is fair and equitable to both the State and to the party submitting the question.

3.1.2 The State will not consider any modifications or exceptions that are not identified specifically on (Attachment 5) – Modification and Exception Form and submitted after the Question deadline.

3.1.3 The State has sole discretion to determine if the modifications or exceptions submitted by a Bidder would result in a material change or otherwise threaten the integrity of the procurement process. Pursuant to IDAPA 38.05.01.084.03.e, the State may only negotiate non-material modifications or exceptions. Modifications or exceptions which the State determines to be material, or which otherwise threaten the integrity of the procurement process, will not be accepted or negotiated.

3.1.4 Except as otherwise provided within the Solicitation, the State will not consider modifications or exceptions to the requirements, terms, or conditions which are proposed after the ITB Question deadline.

3.1.5 Discussions with individual Bidders (including the utilization of one or more rounds of Best and Final Offers (BAFO) and/or Negotiations) solely related to sections 3.1 through 3.1.5 may be conducted in accordance with IDAPA 38.05.01.083 and .084, as determined by the State to be in its best interest. NOTE: Bidders should submit their best Bids initially as there is no guarantee that the State will conduct any discussions.

3.1.6 Bids which condition the Bid based upon the State accepting other terms and conditions not found in the ITB, or which take exception to the State of Idaho Contract Terms and Conditions, will be found non-responsive, and no further consideration of the Bid will be given.

PRE-BID CONFERENCE

All interested parties are invited to participate in the pre-bid conference call. Parties interested in participating in this conference should notify the ITB Lead no later than Tuesday, August 20, 2024 at 12:00 p.m. (noon) Mountain Time by submitting Attachment 4 to the ITB Lead. The written request should specify the name and title of each person who will be attending.

Failure to attend the optional pre-bid conference shall not relieve the Bidder of meeting the requirements of this ITB.

BACKGROUND

SHN is a standalone psychiatric hospital, equipped with Honeywell fire panels including four (4) panels within the facility and one (1) in the maintenance building, and electronic door controls. There are sprinkler systems and smoke detectors located throughout the facility. SHN expects the quantities of most inspected items to remain consistent year to year. However, certain items may fluctuate based on the facility’s evolving needs such as fire extinguishers that may be purchased as backups for the facility and added to the inventory count.

ORGANIZATION, Key Personnel and Qualifications PROVIDE A PROFILE OF YOUR BUSINESS WITH YOUR BID INCLUDING YOUR BUSINESS HISTORY THAT MEETS THE FOLLOWING REQUIREMENTS:

This is a pass/fail requirement. It is at the Department’s sole discretion to determine if the Bidder meets the requirements as outlined above, based on the information provided by the Bidder.

SPECIFICATIONS / scope of work The Scope of Work is the services the Department requires your company to provide when the Contract is awarded.

B. The Contractor's technicians must be licensed and certified in in the inspection, testing, and maintenance of fire life safety systems, including but not limited to fire alarms, sprinkler systems, portable fire extinguishers, and smoke detectors.

C. The Contractor must provide proof of education and licensure to the Department upon request.

D. The Contractor must ensure that all documentation related to the Contract is stored in a secure and accessible electronic format, ensuring compliance with confidentiality and data protection regulations.

E. The Contractor must ensure that all services provided under the Contract are in full compliance with the State Fire Marshall, National Fire Protection Association (NFPA), and Joint Commission Standards, related to Environment of Care and Life Safety, ensuring that SHN maintains fire life safety equipment and fire life safety building features. The Contractor is responsible for staying updated on any changes to these requirements or standards and adjusting practices accordingly to ensure ongoing compliance.

B. Joint Commission: An independent, not-for-profit organization that accredits and certifies healthcare organizations and programs in the United States.

C. NFPA: National Fire Protection Association, a global nonprofit organization devoted to eliminating death, injury, property, and economic loss due to fire, electrical, and related hazards.

D. Contract Monitor: The Department employee responsible for overseeing the Contract, including invoicing and payment, E. Facilities Coordinator: A Department employee designated by the Contract Monitor to handle facility-related issues. This individual serves as the on-site Department contact.

F. Regular Rate: The rate of pay for work performed on any Department project or group of projects located within a single campus, directed by the Contract Monitor and/or Facilities Coordinator, during the regular business hours of the facility (7:00 a.m.-4:00 p.m.) Monday through Friday, excluding state holidays (https://idaho.gov/government/state-holidays/).

G. Overtime Rate: The rate of pay for work performed on any Department project or group of projects located within any single campus, directed by the Contract Monitor and/or Facilities Coordinator, that exceeds eight (8) hours per Contractor employee on-site in a twenty-four (24) hour day beginning at 8:00 a.m. local time and ending at 8:00 a.m. local time the following day. This rate only applies when the Department requests expedited work or emergency corrections, and it is impractical to provide additional personnel to accomplish the work during regular hours.

H. Inspections: A thorough evaluation, aimed at ensuring items or systems are functioning correctly and meet regulatory standards.

I. Repair Maintenance: Maintenance performed to correct adverse or undesirable conditions identified by the Department through routine building use or by the Contractor during inspection activities. All repair maintenance must be authorized by the Contract Monitor and/or Facilities Coordinator before the initiation by the Contractor. The Contractor may receive hourly/overtime rate compensation for repair maintenance only if such work is pre-authorized by the Department.

b. Inspecting and testing fire sprinkler systems, including flow tests, control valve inspections, and water pressure verification.

c. Conducting hydrostatic testing and recharging of fire extinguishers as per NFPA 10 standards.

d. Testing smoke detectors and ensuring proper placement and functionality.

e. Inspecting fire doors and ensuring they function, close, and latch properly.

b. Bi-Annual: every six (6) months

c. Quarterly: more than ten (10) calendar days from last event.

b. Duct Detectors

c. Door Releases

d. Smoke Detectors

e. Pull Stations

f. Audible/Visual Devices

g. Off-site responders

h. Smoke detection and heating, ventilation and air conditioning (HVAC) shutdown (Air Handler Unit Shutdowns - Electrical Test Only)

i. Sliding and Rolling Fire Doors

j. Backflow prevention devices

b. Water flow devices

c. Kitchen extinguishing systems (Captive Aire system)

b. Fire department connections

c. Identify and report any fire safety hazards or code violations immediately to the facility management.

d. Perform corrective maintenance and repairs on identified deficiencies within a specified timeframe agreed upon with the facility management.

B. Any work in excess of one thousand dollars ($1,000) for any individual repair and associated parts must be fully described in written work orders signed by the Contract Monitor or other authorized Department representative prior to the repair.

C. The response time for reviewing and implementing temporary or permanent repairs in emergency situations must not exceed twenty-four (24) hours after receiving a call from the Department.

D. The response time for reviewing non-emergency-related projects must not exceed seventy-two (72) hours as defined under the "Regular Rate" definition.

2. Schedule regular meetings (annually or as needed) with the Department's facility coordinator to review inspection results, discuss any issues, and plan corrective actions.

3. Provide immediate notification to facility management of any critical deficiencies or hazards that pose an imminent risk.

4. Ensure clear and concise communication in all reports, including the status of fire life safety systems, deficiencies, corrective actions taken, and recommendations for improvements.

5. Maintain open lines of communication for emergency service requests, ensuring availability twenty-four hours per day, seven days per week (24/7) for critical issues.

VI. Additional Phases/Work Assignments A. The Department may request that the Contractor provide additional services directly related to the contracted services. The Department will contact the Contractor if additional services are required. The Contractor must work with the Department to develop a work plan and budget based on the additional services.

COST AND BILLING PROCEDURE

See IPRO. Download the Excel spreadsheet titled “Bid Schedule” found in the Question Section of the related ITB on IPRO. Complete the spreadsheet, upload it back into the appropriate Question Section on IPRO.

Part 1. COST:

The Contract resulting from this ITB will be a FIXED UNIT COST, INDEFINITE QUANTITY with a COST REIMBURSEMENT component Contract.

The Bidder must provide budget amounts for each line item in the Cost Matrix and Budget.

The Bidder must provide a fully-burdened rate which must include, but not be limited to, all operating and personnel expenses, such as: overhead, salaries, administrative expenses, profit, supplies.

The Cost Matrix located on the Bid Schedule includes the Department’s best estimate of number of units for the initial Contract term and is not to be considered a guarantee of actual number of units to be experienced under the Contract. Estimated quantities are for evaluation and award purposes, based on the Department’s best estimate, and are not binding on the Department.

The Cost Per Unit rates quoted shall remain fixed for one (1) year. The Department may consider rate negotiations at the time of the Contract’s annual renewal, based on verifiable cost increases submitted by the Contractor and approved by the Department.

Part 2. Billing Procedure:

The Contractor must provide a monthly invoice within thirty (30) calendar days after the end of the billing period. Each invoice must be accompanied by an itemization of expenditures broken down by category as identified in the budget above. Program reports required for invoice processing are detailed in the Report section.

Invoices will be processed for payment no later than thirty (30) calendar days after all required documentation is received. Invoices received with errors or without the required documentation will be returned to the Contractor for correction and resubmission. No invoice will be accepted or paid without required documentation.

The Contractor must ensure information provided in the reports aligns with invoices submitted during the reporting time frame.

The Contractor must provide the following information with each invoice:

1. All Contract services delivered during the billing period, identified by each item as reflected in the cost matrix, budget and the total for each.

2. Total amount billed for the billing period

3. Contract number

4. Dates of service

5. Contractor name, address, phone number, and/or email address

6. Invoice number

Invoices and reports are to be submitted to: [information will be provided in the resulting Contract]

The final invoice must be submitted to the Department no later than thirty (30) calendar days after Contract expiration. Final invoices received without backup/supporting documentation or with errors will be returned to the Contractor for resubmission.

SUBMISSION REQUIREMENTS

10.1 Required Bid Submission Items

Your Bid Submission must consist of the following:

Bid Schedule See IPRO. Download the Excel spreadsheet titled “Bid Schedule” found in the Question Section of the related ITB on IPRO. Complete the spreadsheet, upload it back into the appropriate Question Section on IPRO. Do not submit your Bid on any other form. Submitting your Bid on a form different than the Bid Schedule may cause your Bid to be rejected as non-responsive.

Verification documents as outlined in Section 6.

State Signature Page The State Signature Page must be completed and submitted as part of your Bid. The State Signature Page is Attachment 3.

Cover Form The Cover Form must be completed and submitted as part of your Bid. The Cover Form is Attachment 6.

Acknowledgement of Amendments If the ITB is amended, the Bidder must acknowledge each amendment with a signature on the acknowledgement form provided with each amendment. Failure to return a signed copy of each amendment acknowledgement form with the Bid may result in the Bid being found non-responsive. See IDAPA 38.05.01.52.

10 Bid Submission Methods Bids MUST be through IPRO, at https://sms-idaho-prd.tam.inforgov.com/fsm/SupplyManagementSupplier/page/XiSupplyManagementSupplierPage?csk.SupplierGroup=LUMA. Do not fax or e-mail your Bid. Your Bid must be received by the date and time specified on the IPRO header document.

All Bidders participating in a Solicitation issued through IPRO must establish an account in the IPRO system as it is necessary in order to process and or award the resulting Contract(s). It is free to establish an account and only takes a few minutes.

10.1 Per IDAPA 38.05.01.072, any bid or proposal, withdrawal, or modification received after the time and date set for closing at the place designated in the solicitation is late. No late bid or proposal, late modification or late withdrawal will be considered.

10.2 Trade Secrets

If your Bid contains trade secret information which you have identified, you must also submit a redacted copy of the Bid (in electronic format, with the word “redacted” in the file name) with all trade secret information removed or blacked out; as well as a separate document containing a complete list (per the instructions in the three (3) paragraphs directly below) of all trade secret information which was removed or blacked out in the redacted copy.

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), Bidders must also:

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.”

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

1. AWARD

Award will be made to the responsive responsible Bidder with the lowest Total Cost, as provided on the Bid Schedule.

Bidders are required to bid on all items on the Bid Schedule. Bidders that do not bid on all items will not be considered for award and may be found non-responsive.

11.1 As part of the award process the apparent successful Bidder may be contacted and requested to meet with the Department and provide additional information sufficient to determine their responsibility.

11.1.1 Pursuant to IDAPA 38.05.01.081, the ITB Lead may, in the State’s sole discretion, conduct a review to determine if the apparent successful Bidder is responsible. As part of the responsibility review, the ITB Lead may require the apparent successful Bidder to provide financial reports to the satisfaction of the State and may also seek to obtain completed reference questionnaires from Bidder’s references to the satisfaction of the State. Nothing herein shall prevent the State from using other means to determine Bidder’s responsibility.

11.2 Bids that do not meet the requirements in sections 6, 7 and 10 (check to make sure all sections are applicable) of the ITB may be found non-responsive and NOT BE CONSIDERED FOR AWARD.

11.3 The Department reserves the right to require the apparent successful Bidder to demonstrate that its product meets or exceeds the requirements and specifications included in this ITB in order to be considered for award. If the Department chooses to exercise this right, the apparent winning vendor shall have one week, upon notification, to perform an on-site demonstration showing their system can perform the necessary functions to achieve Department requirements of a fully functioning system. The demonstration will be pass/fail and determined solely at the discretion of the Department. If the apparent successful bidder fails the demonstration, they may be found non-responsive and not considered for award and the Department may award to the next lowest responsive responsible bidder.

Reporting requirements

Report Description: Inspection and Maintenance Report – The report must include but not be limited to: 1) headers on each page indicating the relevant Joint Commission and NFPA Standards and Elements of Performance (EP) associated with each inspection; and 2) be organized and structured to clearly link each inspection activity with its corresponding EP.

Report Format: Electronically as approved by the Department.

Report Due: Within forty-eight (48) hours of service completion.

Subcontractors The Contractor may subcontract as needed with the Department’s approval.

The Contractor must be responsible for any work or product that is produced and delivered to the Department under the Contract whether produced solely or in part by the Contractor or subcontractor.

The Contractor must be the sole point of contact regarding any and all contractual matters. The Department will only pay the Contractor and will not pay subcontractors directly.

13.1 If the Bidder intends to subcontract all or part of the contracted services:

Describe the extent to which subcontractors will be used to comply with Contract requirements.

Include each position providing service and provide a detailed description of how the subcontractors are anticipated to be involved under the Contract (including requisite qualifications/experience).

If applicable, provide resumes for those subcontractors who will be managing and or directly providing services under the Contract.

Name the location of the subcontractor’s business office and the location(s) of where the actual work will be performed.

Insurance Requirements Within five (5) days of notification of award the apparent successful Bidder shall provide certificates of insurance required herein and shall maintain the insurance during the life of the contract. There are no provisions for exceptions to this requirement. Failure to provide the certificates of insurance within the five (5) business day period may be cause for your Bid to be declared non-responsive or for your contract to be cancelled.

For the term of the Contract and until all services specified in the Contract are completed, the Contractor must maintain in force, at its own expense, the following insurance.

· Commercial General Liability Insurance and, if necessary, Commercial Umbrella Liability Insurance with a limit of not less than one million dollars ($1,000,000) each occurrence and two million dollars ($2,000,000) in general aggregate. Insurance required by this section must name the State of Idaho, Department of Health and Welfare as an additional insured.

· Professional Liability Insurance - If the contracted professional is licensed or certified (i.e., architect, consultant, paramedic, attorney, engineer, etc.) or if the information developed by the professional may be used in a decision-making process within the institution that could create a liability (i.e., clinical trials, building construction, etc.), consultant must maintain Professional Liability insurance (Errors and Omissions[E&O]) with minimum limits of one million dollars ($1,000,000) per claim and two million dollars ($2,000,000) in the aggregate, on an occurrence form.

If the consultant maintains broader coverage and/or higher limits than the minimums shown above, the State requires and must be entitled to the broader coverage and/or higher limits maintained by the consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage must be available to the State.

· Workers Compensation Insurance and Employer's Liability. The Contractor must maintain Workers Compensation and Employer's Liability. The Employer's Liability must have limits not less than one million dollars ($1,000,000) each accident for bodily insurance by accident, one million dollars ($1,000,000) disease policy limit, and one million dollars ($1,000,000) disease, each employee.

The Contractor must provide either a certificate of workers compensation insurance issued by a surety licensed to write Workers Compensation Insurance in the State of Idaho, as evidence that the Contractor has in effect a current Idaho workers 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.

If coverage is not available on an occurrence basis, coverage must be provided on a claims-made basis. For claims made policies the retroactive date must be shown and must be before the date of the Contract or the beginning of Contract work; insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the Contract of work; if coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective date, the Contractor must purchase “extended reporting” coverage for a minimum of five (5) years after completion of Contract work.

Prior to performing any services, the Contractor must provide certificates of insurance to the Department. The Contractor is also required to maintain current certificates on file with the Department and to provide updated certificates upon request. Failure to provide the required certificates of insurance shall constitute a default under this Contract and upon such failure the Department may, at its option, terminate the Contract. Insurance required by this section must be policies or contracts of insurance issued by insurers approved by the Department. Should any of above described policies be cancelled before the expiration date thereof, notice must be delivered in accordance with the policy provision.

Send updated certificates to: DHWInsurance@dhw.idaho.gov

other riders as necessary

Joint Commission Requirement

The Contractor shall comply with all applicable rules, regulations and policies as outlined by the Department of Health and Welfare (Department), the State of Idaho, and local, state and national standards, including The Joint Commission, relating to patient care and hospital operations.

ITB 618 Fire/Life Safety Services

ATTACHMENT 1-BIDDER QUESTIONS

PLEASE DO NOT IDENTIFY YOUR NAME OR YOUR COMPANY’S NAME OR PRODUCT NAMES OF INTELLECTUAL PROPERTY IN YOUR QUESTIONS.

ADD ROWS BY HITTING THE TAB KEY WHILE WITHIN THE TABLE AND WITHIN THE FINAL ROW.

The following instructions must be followed when submitting questions using the question format on the following page.

1. DO NOT CHANGE THE FORMAT OR FONT. Do not bold your questions or change the color of the font.

2. Enter the ITB section number that the question is for in the “ITB Section” field (column 2). If the question is a general question not related to a specific ITB section, enter “General” in column 2. If the question is in regards to a State Term or Condition or a Special Term or Condition, state the clause number in column 2. If the question is in regard to an attachment, enter the attachment identifier (example “Attachment A”) in the “ITB Section” (column 2), and the attachment page number in the “ITB page” field (column 3).

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

4. Once completed, this form is to be e-mailed per the instructions in the ITB. The e-mail subject line is to state the ITB number followed by “Questions.”

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ITB # Fire/Life Safety Services Page 17

ITB 618 Fire/Life Safety Services

Attachment 2-STATE OF IDAHO CONTRACT TERMS AND CONDITIONS

ARTICLE 1 – GENERAL TERMS AND CONDITIONS

1.1. 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.

1.1.1. “Agency” means the board, commission, department, agency, or office of the State receiving the Property provided by the Contractor pursuant to this Contract.

1.1.2. “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.

1.

1.1.1.

1.1.2.

1.1.3. “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.

1.1.4. “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.

1.1.5. “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.

1.1.6. “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).

1.1.7. “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.

1.1.8. “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.

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

1.1.10. “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.

1.1.11. “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.

1.1.12. “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.

1.1.13. “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.

1.1.14. “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.

1.1.15. “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.

1.2. Term

1.2.1. 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.

1.2.2. 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 to agreed to by the parties. The Contract is not anticipated to exceed five (5) years including all renewals.

1.3. Price

1.3.1. Price. The pricing for the Contract is included in the Cost/Billing.

1.3.2. 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.

1.4. Termination and Remedies

1.4.1. 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.

1.4.2. Effect of Termination

1.4.2.1. 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.

1.4.2.2. 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.

1.4.3. 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.

1.5. Changes and Modifications

1.5.1. 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.

1.5.2. 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.

1.5.3. 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.

1.6. 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.

1.7. Contract Relationship; Workers’ Compensation Insurance

1.7.1. 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.

1.7.2. 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.

1.8. 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.

1.9. General Indemnification and Insurance

1.9.1. 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…