STATE OF SOUTH DAKOTA

Governor’s Office of Economic Development

711 E. Wells, Ave.

Pierre, SD 57501

(GOED Broadband Office NEPA Consult)

PROPOSALS ARE DUE NO LATER THAN January 26, 2026

RFP #:26RFP18911 State POC: Sarah Ebeling EMAIL:

sarah.ebeling@state.sd.us

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1.0 GENERAL INFORMATION

1.1 PURPOSE OF REQUEST FOR PROPOSAL (RFP)

The State of South Dakota – Governor’s Office of Economic Development (GOED) is the recipient of federal Broadband Equity Access and Deployment (BEAD) funding provided by the Department of Commerce – National Telecommunications and Information Administration (NTIA) to provide broadband service to South Dakota residences. South Dakota has limited staff and limited experience to implement and monitor the National Environmental Policy Act (NEPA) as it relates to sub-awardees of the grant. They are seeking qualified respondents to administer the NEPA requirement of the grants as required by NTIA.

1.2 ISSUING OFFICE AND RFP REFERENCE NUMBER

The Governor’s Office of Economic Development is the issuing office for this document and all subsequent addenda relating to it, on behalf of the State of South Dakota, Governor’s Office of Economic Development.

The reference number for the transaction is RFP #26RFP18911. This number must be referred to on all proposals, correspondence, and documentation relating to the RFP.

1.3 SCHEDULE OF ACTIVITIES (SUBJECT TO CHANGE)

RFP Publication December 30, 2025 Letter of Intent to Respond Due January 12, 2026 Offeror Questions Due Responses to Offeror Questions

January 12, 2026 January 16, 2026

Proposal Submission January 26, 2026 Anticipated Award Decision/Contract Negotiation February 2 2026

1.4 SUBMITTING YOUR PROPOSAL

All proposals must be completed and received in the Governor’s Office of Economic Development by the date and time indicated in the Schedule of Activities.

Proposals received after the deadline will be late and ineligible for consideration.

Proposals may be submitted electronically or via mail:

Via mail, proposals should be sent to:

The sealed envelope should be marked with the appropriate RFP Number and Title. Proposals should be addressed and labeled as follows:

REQUEST FOR PROPOSAL #26RFP18911

PROPOSAL DUE January 26, 2026 STATE POC: Sarah Ebeling Governor’s Office of Economic Development 1501 Highline Ave Ste 4A Sioux Falls, SD 57110

The electronic version should be provided in a PDF format to sarah.ebeling@state.sd.us. The subject line should read RFP#26RFP18911

All proposals must be signed, in ink, by an officer of the responder, legally authorized to bind the responder to the proposal, and sealed in the form intended by the respondent. Proposals that are not properly signed may be rejected.

No proposal shall be accepted from, or no contract or purchase order shall be awarded to any person, firm or corporation that is in arrears upon any obligations to the State of South Dakota, or that otherwise may be deemed irresponsible or unreliable by the State of South Dakota.

1.5 CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY AND

VOLUNTARY EXCLUSION – LOWER TIER COVERED TRANSACTIONS

By signing and submitting this proposal, the offeror certifies that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation, by any Federal department or agency, from transactions involving the use of Federal funds. Where the offeror is unable to certify to any of the statements in this certification, the bidder shall attach an explanation to their offer.

1.6 NON-DISCRIMINATION STATEMENT

The State of South Dakota requires that all contractors, vendors, and suppliers doing business with any State agency, department, or institution, provide a statement of non-discrimination. By signing and submitting their proposal, the offeror certifies they do not discriminate in their employment practices with regard to race, color, creed, religion, age, sex, ancestry, national origin or disability.

1.7 CERTIFICATION RELATING TO PROHIBITED ENTITY

For contractors, vendors, suppliers, or subcontractors who enter into a contract with the State of South Dakota by submitting a response to this solicitation or agreeing to contract with the State, the bidder or offeror certifies and agrees that the following information is correct:

The bidder or offeror, in preparing its response or offer or in considering proposals submitted from qualified, potential vendors, suppliers, and subcontractors, or in the solicitation, selection, or commercial treatment of any vendor, supplier, or subcontractor, is not an entity, regardless of its principal place of business, that is ultimately owned or controlled, directly or indirectly, by a foreign national, a foreign parent entity, or foreign government from China, Iran, North Korea, Russia, Cuba, or Venezuela, as defined by SDCL 5-18A. It is understood and agreed that, if this certification is false, such false certification will constitute grounds for the State to reject the bid or response submitted by the bidder or offeror on this project and terminate any contract awarded based on the bid mailto:sarah.ebeling@state.sd.us or response. The successful bidder or offeror further agrees to provide immediate written notice to the contracting executive branch agency if during the term of the contract it no longer complies with this certification and agrees such noncompliance may be grounds for contract termination.

1.8 RESTRICTION OF BOYCOTT OF ISRAEL

For contractors, vendors, suppliers, or subcontractors with five (5) or more employees who enter into a contract with the State of South Dakota that involves the expenditure of one hundred thousand dollars ($100,000) or more, by submitting a response to this solicitation or agreeing to contract with the State, the bidder or offeror certifies and agrees that the following information is correct:

The bidder or offeror, in preparing its response or offer or in considering proposals submitted from qualified, potential vendors, suppliers, and subcontractors, or in the solicitation, selection, or commercial treatment of any vendor, supplier, or subcontractor, has not refused to transact business activities, has not terminated business activities, and has not taken other similar actions intended to limit its commercial relations, related to the subject matter of the bid or offer, with a person or entity on the basis of Israeli national origin, or residence or incorporation in Israel or its territories, with the specific intent to accomplish a boycott or divestment of Israel in a discriminatory manner. It is understood and agreed that, if this certification is false, such false certification will constitute grounds for the State to reject the bid or response submitted by the bidder or offeror on this project and terminate any contract awarded based on the bid or response. The successful bidder or offeror further agrees to provide immediate written notice to the contracting executive branch agency if during the term of the contract it no longer complies with this certification and agrees such noncompliance may be grounds for contract termination.

1.9 MODIFICATION OR WITHDRAWAL OF PROPOSALS

Proposals may be modified or withdrawn by the offeror prior to the established due date and time.

No oral, telephonic, telegraphic or facsimile responses or modifications to informal, formal bids, or Request for Proposals will be considered.

1.10 OFFEROR INQUIRIES

Offerors may email inquiries concerning this RFP to obtain clarification of requirements. No inquiries will be accepted after the date and time indicated in the Schedule of Activities. Inquiries must be emailed to Sarah Ebeling at sarah.ebeling@state.sd.us with the subject line “RFP #26RFP18911”.

The State will to respond to offeror’s inquiries (if required) via e-mail. In addition, all inquiries and the State’s response will be posted on the state’s e-procurement system. Offerors may not rely on any other statements, either of a written or oral nature, that alter any specification or other term or condition of this RFP. Offerors will be notified in the same manner as indicated above regarding any modifications to this

RFP.

1.11 PROPRIETARY INFORMATION

The proposal of the successful offeror(s) becomes public information. Proprietary information such as client lists and non-public financial statements can be protected under limited circumstances. An entire proposal may not be marked as proprietary. Offerors must clearly identify in the Executive Summary and mark in the body of the proposal any specific proprietary information they are requesting to be protected. The Executive Summary must contain specific justification explaining why the information is to be protected. Proposals may be reviewed and evaluated by any person at the discretion of the State. All materials submitted become the property of the State of South Dakota and may be returned only at the State's option.

1.12 LENGTH OF CONTRACT

The contract will be begin upon the awarding of the contract and continue in duration until December 31, 2029.

1.13 GOVERNING LAW

Venue for any and all legal action regarding or arising out of the transaction covered herein shall be solely in the State of South Dakota. The laws of South Dakota shall govern this transaction.

1.14 DISCUSSIONS WITH OFFERORS (ORAL PRESENTATION/NEGOTIATIONS)

An oral presentation by an offeror to clarify a proposal may be required at the sole discretion of the State.

However, the State may award a contract based on the initial proposals received without discussion with the Offeror. If oral presentations are required, they will be scheduled after the submission of proposals. Oral presentations will be made at the offeror’s expense.

This process is a Request for Proposal/Competitive Negotiation process. Each Proposal shall be evaluated, and each respondent shall be available for negotiation meetings at the State’s request. The State reserves the right to negotiate on any and/or all components of every proposal submitted. From the time the proposals are submitted until the formal award of a contract, each proposal is considered a working document and as such, will be kept confidential. The negotiation discussions will also be held as confidential until such time as the award is completed.

2.0 STANDARD CONTRACT TERMS AND CONDITIONS

Any contract or agreement resulting from this RFP will include the State’s standard terms and conditions as listed below, along with any additional terms and conditions as negotiated by the parties:

2.1 SCOPE OF SERVICES:

The Contractor will perform those services described in the Scope of Work, attached hereto as Section 3 of the RFP and by this reference incorporated herein.

2.2 PERIOD OF PERFORMANCE:

This Agreement shall be effective on the date of the last signature herein and continue in effect through _________ __, 20__, unless sooner terminated pursuant to the terms of this Agreement.

2.3 USE OF EQUIPMENT, SUPPLIES AND FACILITIES:

Vendor will not use State equipment, supplies or facilities.

2.4 VENDOR IDENTIFICATION:

Upon execution of this Agreement, Vendor will provide the State with Vendor’s Employer Identification Number, Federal Tax Identification Number or Social Security Number.

2.5 CONTRACT AMOUNT AND PAYMENT:

The state will make payment upon satisfactory completion of the Services provided herein in the sum of $12,000.00 annually, to be paid within 30 days of delivery of the services. The TOTAL CONTRACT AMOUNT is an amount not to exceed $___________________. The total contract amount includes the Vendor’s travel, hotel accommodations, meals, and any other expenses incurred by the Vendor to complete the terms under this Agreement. The State will not pay Vendor’s expenses as a separate item. Payment will be made pursuant to itemized invoices submitted with a signed state voucher. Payment will be made consistent with SDCL ch. 5-26. Any overpayment of this Agreement shall be returned to the State within thirty (30) days after written notification to Vendor.

2.6 INDEMNIFICATION:

Vendor agrees to indemnify the State of South Dakota, its officers, agents, and employees, from and against all claims or proceedings for actions, suits, damages, liabilities, other losses or equitable relief that may arise at least in part as a result of an act or omission in performing services under this Agreement. Vendor shall defend the State of South Dakota, its officers, agents, and employees against any claim, including any claim, action, suit, or other proceeding related to the claim. Vendor’s obligation to indemnify includes the payment of attorney fees and other costs of defense. In defending the State of South Dakota, its officers, agents, and employees, Vendor shall engage other professionals, subject to the written approval of the State which shall not be unreasonably withheld.

Notwithstanding the foregoing, the State may, in its sole discretion and at the expense of Vendor, engage attorneys and other professionals to defend the State of South Dakota, its officers, agents, and employees, or to assist Vendor in the defense. This section does not require Vendor to be responsible for or defend against claims or proceedings for damages, liabilities, losses or equitable relief arising solely from errors or omissions of the State, its officers, agents or employees.

2.7 INSURANCE:

At all times during the term of this Agreement, Vendor shall obtain and maintain in force insurance coverage of the types and with the limits as follows:

A. Commercial General Liability Insurance:

Vendor shall maintain occurrence-based commercial general liability insurance or equivalent form of coverage with a limit of not less than one million dollars ($1,000,000) for each occurrence. If such insurance contains a general aggregate limit it shall apply separately to this Agreement or be no less than two times the occurrence limit. The insurance policy shall name the State of South Dakota, its officers and employees, as additional insureds, but liability coverage is limited to claims not barred by sovereign immunity. The State of South Dakota, its officers and employees do not hereby waive sovereign immunity for discretionary conduct as provided by law.

B. Professional Liability Insurance or Miscellaneous Professional Liability Insurance:

Vendor agrees to procure and maintain professional liability insurance or miscellaneous professional liability insurance with a limit not less than one million dollars ($1,000,000). The State of South Dakota, its officers and employees do not hereby waive sovereign immunity for discretionary conduct as provided by law.

C. Business Automobile Liability Insurance:

Vendor shall maintain business automobile liability insurance or equivalent form with a limit of not less than one million dollars ($1,000,000) for each accident. This insurance shall include coverage for owned, hired and non-owned vehicles. The insurance policy shall name the State of South Dakota, its officers and employees, as additional insureds but liability coverage is limited to claims not barred by sovereign immunity. The State of South Dakota, its officers and employees do not hereby waive sovereign immunity for discretionary conduct as provided by law.

D. Worker’s Compensation Insurance:

Vendor shall procure and maintain workers’ compensation and employers’ liability insurance as required by South Dakota or federal law.

Before beginning work under this Agreement, Vendor shall furnish the State with properly executed

Certificates of Insurance which shall clearly evidence all insurance required in this Agreement including naming the State, its officers and employees, as additional insureds, as set forth above. In the event of a substantial change in insurance, issuance of a new policy, cancellation or nonrenewal of the policy, Vendor agrees to provide immediate notice to the State and provide a new certificate of insurance showing continuous coverage in the amounts required. Vendor shall furnish copies of insurance policies if requested by the State.

2.8 TERMINATION:

This Agreement may be terminated by either party hereto upon thirty (30) days written notice. In the event Vendor breaches any of the terms or conditions hereof, this Agreement may be terminated by the State at any time with or without notice. If termination for a breach is affected by the State, any payments due to Vendor at the time of termination may be adjusted to cover any additional costs to the State because of Vendor's breach. Upon termination the State may take over the work and may award another party a contract to complete the work contemplated by this Agreement. If after the State terminates for a breach by Vendor it is determined that Vendor was not at fault, then Vendor shall be paid for eligible services rendered and expenses incurred up to the date of termination.

2.9 FUNDING:

This Agreement depends upon the continued availability of appropriated funds and expenditure authority from the Legislature for this purpose. If for any reason the Legislature fails to appropriate funds or grant expenditure authority, or funds become unavailable by operation of law or federal funds reductions, this Agreement will be terminated by the State upon five (5) business days written notice. Vendor agrees that termination for any of these reasons is not a default by the State nor does it give rise to a claim against the State or any officer, agent or employee of the State, and Vendor waives any claim against the same.

2.10 COMPLIANCE WITH SDCL Ch 5-18A and 5-18D:

Vendor certifies and agrees that the following information is correct:

The bidder or offeror is not an organization, association, corporation, partnership, joint venture, limited partnership, limited liability partnership, limited liability company, or other entity or business association, including all wholly-owned subsidiaries, majority-owned subsidiaries, parent companies, or affiliates, of those entities or business associations, regardless of their principal place of business, which is ultimately owned or controlled, directly or indirectly, by a foreign parent entity from, or the government of, the People’s Republic of China, the Republic of Cuba, the Islamic Republic of Iran, the Democratic People’s Republic of Korea, the Russian Federation, or the Bolivarian Republic of Venezuela.

It is understood and agreed if this certification is false, such false certification will constitute grounds for the purchasing agency to reject the bid or response submitted by the bidder or offeror on this project and terminate any contract awarded based on the bid or response, and further will be cause to suspend and debar a business under

SDCL § 5-18D-12.

The successful bidder or offeror further agrees to provide immediate written notice to the purchasing agency if during the term of the contract it no longer complies with this certification and agrees such noncompliance may be grounds for contract termination and would be cause to suspend and debar a business under SDCL § 5- 18D-12.

2.11 NOTICE:

Any notice or other communication required under this Agreement shall be in writing and sent to the address set forth above. Notices shall be given by and to Josef L. Fiala, GOED Deputy Commissioner, on behalf of the State, and by and to ______________, on behalf of Vendor, or such authorized designees as either party may from time to time designate in writing. Notices or communications to or between the parties shall be deemed to have been delivered when mailed by first class mail, provided that notice of default or termination shall be sent by registered or certified mail, or, if personally delivered, when received by such party.

2.12 CONTROLLING LAW AND VENUE:

This Agreement shall be governed by and construed in accordance with the laws of the State of South Dakota, without regard to any conflicts of law principles, decisional law, or statutory provision which would require or permit the application of another jurisdiction’s substantive law. Venue for any lawsuit pertaining to or affecting this Agreement shall be in the Circuit Court, Sixth Judicial Circuit, Hughes County, South Dakota.

2.13 INDEPENDENT CONTRACTOR:

While performing services hereunder, Vendor is an independent contractor and not an officer, agent, or employee of the State of South Dakota.

2.14 THIRD PARTY BENEFICIARIES:

This Agreement is intended to govern only the rights and interests of the parties named herein. It is not intended to create, does not and may not be relied upon to create, any rights, substantive or procedural, enforceable at law by any third party in any matters, civil or criminal.

2.15 ASSIGNMENT AND AMENDMENT:

This Agreement may not be assigned without the express prior written consent of the State. This Agreement may not be amended except in writing, which writing shall be expressly identified as a part hereof and be signed by an authorized representative of each of the parties hereto.

2.16 COMPLIANCE:

Vendor will comply in full with all federal, tribal, state and local laws, regulations, ordinances, guidelines, permits, requirements and other standards applicable to the services provided under this Agreement and will be solely responsible for obtaining current information regarding the foregoing. Nothing herein shall constitute a waiver by the State to any defense to jurisdiction nor shall anything herein constitute an acknowledgement by the State that any tribe has or exercises any jurisdiction over this Agreement or the parties.

2.17 REPORTING:

Vendor agrees to report to the State any event encountered in the course of performance of this Agreement which results in an injury to any person or property, or which may otherwise subject Vendor, or the State of South Dakota or its officers, agents or employees to liability. Vendor shall report any such event to the State immediately upon discovery.

Vendor's obligation under this section shall only be to report the occurrence of any event to the State and to make any other report provided for by their duties or applicable law. Vendor’s obligation to report shall not require disclosure of any information subject to privilege or confidentiality under law (e.g., attorney-client communications). Reporting to the State under this section shall not excuse or satisfy any obligation of Vendor to report any event to law enforcement or other entities under the requirements of any applicable law.

2.18 SUBCONTRACTING:

Vendor may not use subcontractors to perform the services described herein without the express prior written consent of the State. Vendor will include provisions in its subcontracts requiring its subcontractors to comply with the applicable provisions of this Agreement, to indemnify the State, and to provide insurance coverage in a manner consistent with this Agreement. Vendor will cause its subcontractors, agents, and employees to comply with applicable federal, tribal, state, and local laws, regulations, ordinances, guidelines, permits and other standards and will adopt such review and inspection procedures as are necessary to assure such compliance. The State, at its option, may require the vetting of any subcontractors. Vendor shall assist in the vetting process.

2.19 CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY, AND VOLUNTARY

EXCLUSION:

By signing this Agreement, Vendor certifies that neither Vendor nor its principals are presently debarred, suspended, proposed for debarment or suspension, or declared ineligible from participating in transactions by the federal government or any state or local government department or agency. Vendor further agrees that it will immediately notify the State if during the term of this Agreement Vendor or its principals become subject to debarment, suspension or ineligibility from participating in transactions by the federal government, or by any state or local government department or agency.

2.20 STATE’S RIGHT TO REJECT:

The State reserves the right to reject any person from performing services under this Agreement who the State believes would be detrimental to the services, presents insufficient skills, presents inappropriate behavior or is considered by the State to be a security risk.

2.21 SEVERABILITY:

In the event any court of competent jurisdiction shall hold any provision of this Agreement unenforceable or invalid, such holding shall not invalidate or render unenforceable any other provision hereof.

2.22 SUPERCESSION:

All other prior discussions, communications and representations concerning the subject matter of this Agreement are superseded by the terms of this Agreement, and except as specifically provided herein, this Agreement constitutes the entire agreement with respect to the subject matter hereof.

2.23 FORCE MAJEURE:

Notwithstanding anything in this Agreement to the contrary, neither party shall be liable for any delay or failure to perform under the terms and conditions of this Agreement, if the delay or failure is caused by war, terrorist attacks, riots, civil commotion, fire, flood, quarantine, epidemic, pandemic, earthquake or any act of God, or other causes beyond the party’s reasonable control provided, however, that in order to be excused from delay or failure to perform, the party must act diligently to remedy the cause of such delay or failure and must give notice to the other party as provided in this Agreement as soon as reasonably possible of the length and cause of the delay in performance.

2.24 WAIVER OF BREACH:

The waiver by either party of a breach or violation of any provision of this Agreement shall not operate as, or be construed to be, a waiver of any subsequent breach of the same or other provision in this Agreement.

2.25 SOVEREIGN IMMUNITY:

Nothing in this Agreement is intended to constitute a waiver of sovereign immunity by or on behalf of the State of South Dakota, its agencies, officers or employees.

2.26 HEADINGS:

The headings in this Agreement are for convenience and reference only and shall not govern, limit, modify or in any manner affect the scope, meaning, or intent of the provisions of this Agreement.

2.27 AUTHORITY TO EXECUTE: Vendor represents and warrants that:

A. Vendor is a [INSERT ENTITY TYPE] duly constituted and validly existing and has all requisite power and authority to execute, deliver and perform its obligations under this Agreement;

B. The execution, delivery and performance of this Agreement has been duly authorized by the governing body of

Vendor and no approval, authorization or consent of any governmental or regulatory agency is required to be obtained in order for Vendor to enter into this Agreement and perform its obligations under this Agreement;

C. Vendor is duly authorized to conduct business in and is in good standing in each jurisdiction in which Vendor will conduct business in connection with this Agreement; and

D. Vendor has obtained all licenses, certifications, permits, and authorizations necessary to perform the services under this Agreement and currently is in good standing with all regulatory agencies that regulate any or all aspects of Vendor’s performance of the services. Vendor will maintain all required certifications, licenses, permits, and authorizations during the term of this Agreement at its own expense.

2.28 DISCLOSURE OF THE CONTRACT:

Neither party shall disclose the contents of the Agreement except as required by applicable law or as necessary to carry out the terms of the Agreement or to enforce that party’s rights under this Agreement. The Vendor acknowledges that the State of South Dakota and its agencies are public entities and thus are bound by South Dakota open meetings and open records laws. It is therefore not a breach of this Agreement for the State to take any action that the State reasonably believes is necessary to comply with the South Dakota open records or open meetings laws, including, without limitation, posting this Agreement on the website pursuant to SDCL 1-27-46. The Vendor agrees that the Agreement and any prices, fees and rates agreed to be paid by the State under the Agreement are not confidential.

2.29 SURVIVAL FOLLOWING TERMINATION:

Any terms of this Agreement that would, by their nature or through the express terms of this Agreement, survive the expiration or termination of this Agreement shall so survive including but not limited to the terms of sections 6, 30, 31, 32, and 37.

2.30 CONFIDENTIALITY:

For the purpose of this Agreement, “Confidential Information” shall include all information, regardless of its format, disclosed to Vendor by the State and all information, regardless of its format, obtained by Vendor through the provisions of services as contemplated by this Agreement. Vendor, and any person or entity affiliated with Vendor shall not disclose any Confidential Information to any third person for any reason without the express written permission of a State officer or employee with authority to authorize the disclosure. Vendor, and any person or entity affiliated with Vendor shall not: (i) disclose any Confidential Information to any third person unless otherwise specifically allowed under this Agreement; (ii) make any use of Confidential Information except to exercise rights and perform obligations under this Agreement; (iii) make Confidential Information available to any of its employees, officers, agents or Vendors except those who have agreed, by contract, to obligations of confidentiality at least as strict as those set out in this Agreement and who have a need to know such information and who have been instructed that such information is or may be confidential under state or federal law. Vendor, and any person or entity affiliated with Vendor is held to the same standard of care in guarding Confidential Information as it applies to its own confidential or proprietary information and materials of a similar nature, and no less than holding Confidential Information in the strictest confidence. Vendor, and any person or entity affiliated with Vendor shall protect the confidentiality of the State’s information from the time of receipt to the time that such information is either returned to the State or destroyed to the extent that it cannot be recalled or reproduced.

Confidential Information shall not include information that: (i) was in the public domain at the time it was disclosed to Vendor or to any person or entity affiliated with Vendor; (ii) was known to Vendor, or to any person or entity affiliated with Vendor, without restriction at the time of disclosure from the State; (iii) was disclosed with the prior written approval of State’s officers or employees having authority to disclose such information; (iv) was independently developed by Vendor, or by any person or entity affiliated with Vendor, without the benefit or influence of the State’s information; or (v) becomes known to Vendor, or to any person or entity affiliated with Vendor, without restriction, from a source not connected to the State of South Dakota.

Confidential Information can include, but is not limited to, names, social security numbers, employer numbers, addresses and all other data about applicants, participants, employers or other clients to whom the State provides services of any kind. Vendor understands that this information may be confidential and protected under state or federal law. Vendor agrees to immediately notify the State if the information is disclosed, either intentionally or inadvertently.

If work assignments performed in the course of this Agreement require additional security requirements or clearance, Vendor agrees that its officers, agents and employees may be required to undergo investigation or may be required to sign separate confidentiality agreements, and it will limit access to the confidential information and related work activities to employees that have executed such agreements.

Vendor will enforce the terms of this Confidentiality Provision to its fullest extent.

Vendor agrees to remove any employee or agent from performing work under this Agreement that has or is suspected to have violated the terms of this Confidentiality Provision and to immediately notify the State of such matter.

Vendor will comply with any other confidentiality measures and terms included in the Agreement.

Upon termination of this Agreement, if not already done so as part of the services performed under the Agreement, Vendor agrees to return to the State, at Vendor’s cost, any Confidential Information or documentation maintained by Vendor regarding the services provided hereunder in a format readily useable by the State as mutually agreed by Vendor and State.

2.31 WORK PRODUCTS:

Vendor hereby acknowledges and agrees all audio and video recordings, reproductions, or depictions of Vendor’s performance made by the State or provided to the State by Vendor in connection with the performance of services under this Agreement shall belong to and is the property of the State and will not be used in any way by Vendor without the written consent of the State. Papers, reports, audio and video recordings, reproductions, or depictions of Vendor’s performance which are a part of the work under this Agreement will not be copyrighted without written approval of the State.

2.32 TRANSFER OF INFORMATION:

Upon termination of this Agreement (whether initiated by the State or Vendor) and following a written request by the State, Vendor agrees to provide to the State, at Vendor’s expense, any data and other pertinent records related to services performed under this Agreement (“Information”) to the State or a designee chosen by the State (“Recipient”) within thirty (30) days, unless otherwise agreed by the parties on the basis of an irrevocable, worldwide license. The transfer of Information shall be conducted based upon the State’s standards and in accordance with all applicable laws and regulations in a format readily usable by the State or Recipient as mutually agreed by Vendor and State.

2.33 OTHER METHODS OF NOTICE:

The parties consent to the use of electronic means and facsimile transmissions for communications as a signed writing provided that delivery is confirmed.

2.34 DILIGENCE AND SKILL:

In the performance of these services and providing the deliverables under the Agreement, Vendor, and its employees shall exercise the degree of skill and care consistent with customarily accepted practices and procedures for the performance of the type of services required. Vendor shall be responsible for the professional quality, technical accuracy, timely completion, and coordination of all services and deliverables furnished by Vendor and any subcontractors, if applicable, under this Agreement. It shall be the duty of Vendor to assure that its services and deliverables are technically sound and in conformance with all pertinent technical codes and standards. Vendor represents and warrants that: (i) it shall give high priority to the performance of the services; and (ii) the services shall be performed in a timely manner.

Vendor shall be responsible to the State for material deficiencies in the contracted deliverables and services which result from the failure to meet the standard given herein. Vendor shall promptly correct or revise any material errors or omissions in deliverables and re-perform any services which are not in compliance with such representations and warranties at no cost to the State, provided that Vendor’s failure to comply is not due solely to the actions, errors, or omissions of the State.

Permitted or required approval by the State of any services or deliverables furnished by Vendor shall not in any way relieve Vendor of its responsibility for the professional quality and technical accuracy and adequacy of its work. The State’s review, approval, acceptance, or payment for any of Vendor’s services or deliverables herein shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement, and except as provided herein Vendor shall be and remain liable in accordance with the terms of this Agreement and applicable law for all damages to the State caused by Vendor’s performance or failure to perform under this Agreement.

In the event of a breach of these representations and warranties, the State shall provide telephonic or electronic notice to Vendor. The State may, in its sole discretion, require Vendor to cure such breaches. If it is necessary for Vendor to send at least one qualified and knowledgeable representative to the State’s site where the system is located, this will be done at Vendor’s expense. This representative will continue to address and work to remedy the deficiency, failure, malfunction, defect, or problem at the site. The rights and remedies provided in this paragraph are in addition to any other rights or remedies provided in this Agreement or by law.

2.35 INTELLECTUAL PROPERTY:

In connection with the performance of this Agreement and the provision of services and deliverables under this

Agreement, Vendor will not infringe any patent, copyright, trademark, trade secret or other proprietary right of any person. Vendor will not improperly use any trade secrets or confidential or proprietary information owned by any third party in performing this Agreement or the services related to this Agreement. Vendor shall indemnify the State, the State of South Dakota, its officers, agents and employees (hereinafter collectively “the State”) from and against all claims or proceedings for actions, suits, damages, liabilities, other losses or equitable relief (collectively, a “Claim”) to the extent such Claim alleges improper use of, or infringement or misappropriation by, the State or Vendor of any patent, copyright or federally registered trademark or trade secret in connection with the performance of this Agreement and the provision of services and deliverables under this Agreement.

2.36 THIRD PARTY RIGHTS:

Vendor represents and warrants that it has the full power and authority to grant the rights described in this Agreement without violating any rights of any third party, and that there is currently no actual or, to Vendor’s knowledge, threatened suit by any such third party based on an alleged violation of such rights by Vendor.

2.37 PUBLICITY:

The award of this Agreement to Vendor is not in any way an endorsement of Vendor or Vendor’s services by the State and may not be so represented by Vendor in any advertising or publicity materials. Vendor agrees to submit to the State all advertising, sales promotion, and other publicity relating to this Agreement wherein the State’s name is mentioned, or language is used from which the connection of the State’s name therewith may, in the State’s judgment, be inferred or implied. Vendor further agrees not to publish or use such advertising, sales promotion, or publicity without the prior written consent of the State. Vendor may not in any way contract on behalf of or in the name of the State, nor may release any informational pamphlets, notices, press releases, research reports, or similar public notices concerning this Agreement without obtaining the prior written approval of the State.

3.0 SCOPE OF WORK

The selected third-party contractor will be responsible for assisting the Governor’s Office of Economic Development Broadband staff in reviewing environmental documentation prepared by grant recipients and completing related work within the agreed-upon schedule and approved budget. It will be the contractor's responsibility to notify the State Broadband Office if the work effort ultimately required exceeds the work effort on which the bid was based or the approved budget.

The third-party contractor will be required to manage multiple projects simultaneously and work closely with federal, state, and local agencies, as well as other stakeholders, to ensure timely completion of environmental reviews and permitting approvals. The third-party contractor will also be responsible for developing and implementing environmental management plans for broadband projects and monitoring compliance with environmental laws and regulations throughout the project lifecycle.

The third-party contractor will be responsible for satisfactory completion of the following tasks:

• Conducting reviews of draft Environmental Assessment (EA), Environmental Impact Statement

(EIS), and Categorical Exclusion (CatEx) documentation for NTIA BEAD funded projects for technical and legal sufficiency and to identify potential environmental impacts in compliance with the National Environmental Policy Act (NEPA), National Historic Preservation Act (NHPA) and other relevant federal, state, and local regulations.

• Reviewing BEAD grant recipients’ project plans and designs to identify potential resources of concern and environmental and cultural resources impacts and ultimately provide recommendations for minimizing or mitigating those impacts.

• Developing and implementing policies including best management practices related to environmental compliance as it applies to federal financial assistance programs to expand broadband access and adoption.

• Coordinating with broadband stakeholders, including grant recipients, federal, state, and local government officials and industry representatives to provide guidance and technical assistance on environmental and cultural resource issues related to broadband infrastructure deployment and adoption and ensure timely completion of environmental reviews and approvals.

• Providing guidance and technical assistance to grant recipients regarding federal, state or local consultation and coordination requirements or permitting approval processes.

• Providing subject matter expertise and technical assistance on environmental and cultural resource preservation issues related to broadband infrastructure deployment and adoption to the SBO team and BEAD grant recipients.

• Synchronizing environmental review and permitting processes, to the extent practicable.

• Developing and implementing environmental and cultural resource preservation management plans for broadband projects and monitoring compliance with EHP laws and regulations throughout the project lifecycle.

• Providing support to the GOED’s environmental and cultural resources policy and operations team by participating in project meetings and providing regular updates on environmental reviews and approvals, including maintaining accurate records of all environmental assessments, reviews, and approvals.

• Participate in necessary escalation procedures to resolve environmental review and/or permitting disputes and delays.

4.0 PROPOSAL REQUIREMENTS AND COMPANY QUALIFICATIONS

4.1 The offeror is cautioned that it is the offeror's sole responsibility to submit information related to the evaluation categories and that the State of South Dakota is under no obligation to solicit such information if it is not included with the proposal. The offeror's failure to submit such information may cause an adverse impact on the evaluation of the proposal.

4.2 Offeror's Contacts: Offerors and their agents (including subcontractors, employees, consultants, or anyone else acting on their behalf) must direct all of their questions or comments regarding the RFP, the evaluation, etc. to the point of contact (POC) indicated on the first page of this RFP.

Offerors and their agents may not contact any state employee other than the designated point of contact regarding any of these matters during the solicitation and evaluation process.

Inappropriate contacts are grounds for suspension and/or exclusion from specific procurements.

4.3 Provide the following information related to at least three previous and current service/contracts, performed by the offeror’s organization, which are similar to the requirements of this RFP.

a. Name, address and telephone number of client/contracting agency and a representative of that agency who may be contacted for verification of all information submitted;

b. Dates of the service/contract; and

c. A brief, written description of the specific prior services performed and requirements thereof.

4.4 Describe qualifications and prior experience in completing similar NEPA project work, particularly any broadband infrastructure or other linear facility projects. Emphasize prior work experience with broadband infrastructure projects, state agencies, major relevant construction projects, and the geographical areas of study. Discuss the contractor’s familiarity with the specialized issues and requirements of broadband infrastructure or other linear deployment. Describe the contractor’s past record in meeting performance and delivery requirements for similar contracts.

Statements of education, qualifications, and prior experience should be provided not only for the contractor, but also for the key personnel and subcontractors that will be assigned to the project, along with their specific experience with the type of projects under consideration, including, but not limited to the following:

• Expert knowledge of environmental laws and regulations related to broadband infrastructure deployment and adoption, including direct experience with NEPA and other relevant federal, state, and local regulations.

• Extensive experience throughout the NEPA lifecycle for EAs and EISs, including development of Findings of No Significant Impact (FONSI) or Records of Decision (ROD), and implementation and monitoring of mitigation actions.

• Ability to work effectively in a team environment and manage multiple projects simultaneously.

• Strong analytical and problem-solving skills.

• Excellent written and verbal communication skills, including the ability to prepare clear and concise environmental documents and reports.

5.0 PROPOSAL RESPONSE FORMAT

5.1 An original copy shall be submitted via mail or electronically.

5.1.1 The proposal should be page numbered and should have an index and/or a table of contents referencing the appropriate page number.

5.2 All proposals must be organized and tabbed with labels for the following headings:

5.2.1 RFP Form. The State’s Request for Proposal form (1st page of RFP) completed and signed.

5.2.2 Executive Summary. The one-to-two-page executive summary must briefly describe the offeror's proposal. This summary should highlight the major features of the proposal.

It must indicate any requirements that cannot be met by the offeror. The reader should be able to determine the essence of the proposal by reading the executive summary.

Proprietary information requests should be identified in this section.

5.2.3 Detailed Response. This section should constitute the major portion of the proposal and must contain at least the following information:

5.2.3.1 A complete narrative of the offeror's assessment of the work to be performed, the offeror’s ability and approach, and the resources necessary to fulfill the requirements. This should demonstrate the offeror's understanding of the desired overall performance expectations.

5.2.3.2 A specific point-by-point response, in the order listed, to each requirement in the

RFP. The response should identify each requirement being addressed as enumerated in the RFP.

5.2.3.3 A clear description of any options or alternatives proposed.

5.2.4 Cost Proposal. Cost will be evaluated independently from the technical proposal.

Offerors may submit multiple cost proposals. All costs related to the provision of the required services must be included in each cost proposal offered.

See section 7.0 for more information related to the cost proposal.

6.0 PROPOSAL EVALUATION AND AWARD PROCESS

6.1 After determining that a proposal satisfies the mandatory requirements stated in the Request for Proposal, the evaluator(s) shall use subjective judgment in conducting a comparative assessment of the proposal by considering each of the following criteria:

6.1.1 Specialized expertise, capabilities, and technical competence as demonstrated by the proposed approach and methodology to meet the project requirements;

6.1.2 Resources available to perform the work, including any specialized services, within the specified time limits for the project;

6.1.3 Record of past performance, including price and cost data from previous projects, quality of work, ability to meet schedules, cost control, and contract administration;

6.1.4 Availability to the project locale;

6.1.5 Familiarity with the project locale;

6.1.6 Proposed project management techniques; and

6.1.7 Ability and proven history in handling special project constraints.

6.2 Experience and reliability of the offeror's organization are considered subjectively in the evaluation process. Therefore, the offeror is advised to submit any information which documents successful and reliable experience in past performances, especially those performances related to the requirements of this RFP.

6.3 The qualifications of the personnel proposed by the offeror to perform the requirements of this RFP, whether from the offeror's organization or from a proposed subcontractor, will be subjectively evaluated. Therefore, the offeror should submit detailed information related to the experience and qualifications, including education and training, of proposed personnel.

6.4 The State reserves the right to reject any or all proposals, waive technicalities, and make award(s) as deemed to be in the best interest of the State of South Dakota.

6.5 Award: The requesting agency and the highest ranked offeror shall mutually discuss and refine the scope of services for the project and shall negotiate terms, including compensation and performance schedule.

6.5.1 If the agency and the highest ranked offeror are unable for any reason to negotiate a contract at a compensation level that is reasonable and fair to the agency, the agency shall, either orally or in writing, terminate negotiations with the contractor.