Dated 10/16/23

STATE OF SOUTH DAKOTA

Division of Criminal Investigation / Law Enforcement Training George S. Mickelson Criminal Justice Center

1302 E. Hwy. 14, Ste. 5 Pierre, SD 57501

Job Task Analysis Professional Services RFP

PROPOSALS ARE DUE NO LATER THAN May 15, 2026

RFP #: 26RFP19762 State POC: Matthew Glenn EMAIL: matthew.glenn@state.sd.us

READ CAREFULLY

FIRM NAME: AUTHORIZED SIGNATURE:

ADDRESS: TYPE OR PRINT NAME:

CITY/STATE: TELEPHONE NO:

ZIP (9 DIGIT): FAX NO:

E-MAIL:

PRIMARY CONTACT INFORMATION

CONTACT NAME: TELEPHONE NO:

FAX NO: E-MAIL:

1.0 GENERAL INFORMATION

1.1 PURPOSE OF REQUEST FOR PROPOSAL (RFP)

The South Dakota Division of Criminal Investigation’s Office of Law Enforcement Training (LET) seeks proposals from qualified vendors to plan and conduct a comprehensive statewide Job Task Analysis (JTA) of approximately 2,000+ currently employed law enforcement officers across 200+ agencies, and to translate JTA findings into curriculum topic areas, learning objectives, and prioritized integration points for de‑escalation and crisis response within the Basic Law Enforcement Certification Course. Deliverables include instructor and student guides, static visual aids, and testing instruments for prioritized blocks.

1.2 ISSUING OFFICE AND RFP REFERENCE NUMBER

The Office of Law Enforcement Training is the issuing office for this document and all subsequent addenda relating to it, on behalf of the State of South Dakota, Division of Criminal Investigation’s Office of Law Enforcement Training. The reference number for the transaction is RFP #26RFP19762. This number must be referred to on all proposals, correspondence, and documentation relating to the RFP.

1.3 LETTER OF INTENT

All interested offerors must submit a Letter of Intent to respond to this RFP.

The letter of intent should be received in the Office of Law Enforcement Training no later than April 10, 2026. If submitted by mail, the envelope should be addressed to:

Law Enforcement Training ATTN: Matt Glenn George S. Mickelson Criminal Justice Center

Be sure to reference the RFP number in your letter.

The Letter of Intent may be submitted to Matt Glenn via email at matthew.glenn@state.sd.us. Please place the following in the subject line of your email: “Letter of Intent for RFP #26RFP19762”.

1.4 SCHEDULE OF ACTIVITIES (SUBJECT TO CHANGE)

RFP Publication April 1, 2026 Letter of Intent to Respond Due April 10, 2026 Offeror Questions Due Responses to Offeror Questions

April 24, 2026 April 27, 2026

Proposal Submission May 15, 2026 Anticipated Award Decision/Contract Negotiation May 22, 2026

1.5 SUBMITTING YOUR PROPOSAL

All proposals must be completed and received in the Office of Law Enforcement Training by the date and time indicated in the Schedule of Activities.

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

An original and 3 identical copies of the proposal shall be submitted.

mailto:matthew.glenn@state.sd.us

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

REQUEST FOR PROPOSAL # 26RFP19762

PROPOSAL DUE May 15, 2026 STATE POC Matt Glenn Law Enforcement Training ATTN: Matt Glenn George S. Mickelson Criminal Justice Center

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.

1.6 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 any of the statements in this certification, the bidder shall attach an explanation to their offer.

1.7 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.

1.8 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 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 that such noncompliance may be grounds for contract termination.

1.9 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 that such noncompliance may be grounds for contract termination.

1.10 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.

1.11 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 matthew.glenn@state.sd.us at the Office of Law Enforcement Training with the subject line “RFP

#26RFP19762”.

The State will 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.

1.12 PROPRIETARY INFORMATION

The proposal of the successful offeror(s) becomes public information. Proprietary information can be protected under limited circumstances, such as client lists and non-public financial statements. 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 a 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.

1.13 LENGTH OF CONTRACT

The contract will approximately begin June 1, 2026, and run through July 31, 2027.

mailto:matthew.glenn@state.sd.us

1.14 GOVERNING LAW

This RFP 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 regarding or arising out of the transaction covered herein shall be in the Circuit Court, Sixth Judicial Circuit, Hughes County, South Dakota.

1.15 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, at a minimum, the substance of the contract terms and conditions as set forth in Appendix B. However, as part of the negotiation process, the language of a specific term or condition listed in Appendix B could be modified upon agreement between the State and the vendor. Additional terms and conditions may be required. The Offeror should indicate in their response any issues they have with specific contract terms. If the Offeror does not indicate that there are any issues with any contract terms, the State will assume those terms are acceptable to the Offeror

3.0 SCOPE OF WORK

The selected vendor shall perform, at a minimum, the following tasks:

3.1 Statewide Job Task Analysis (JTA)

a) Design and administer a needs assessment/JTA instrument to all active law enforcement officers statewide (approx. 2,000+), capturing tasks by assignment, frequency, and criticality. Include strategies to reach rural and tribal agencies and diverse assignment types (patrol, investigations, traffic, special units).

b) Analyze results to identify core and role-specific tasks, performance contexts, and operational constraints unique to South Dakota’s environment.

c) Examine existing training resources and provide recommendations for enhancement based on contemporary training methodologies and emerging technologies. The objective is to reduce manpower requirements while improving overall training effectiveness, skill development, student engagement, and the quality of instructional feedback. For each recommended improvement, the contractor should include an estimated cost and identify reputable vendors or providers capable of delivering the proposed solutions (e.g., virtual reality systems, AI-enabled training tools, and related technologies).

3.2 Curriculum Topic Identification and Mapping

a) Use JTA data to establish relevant topic areas (blocks of instruction) for the Basic Course.

b) Develop learning objectives (instructional goals and measurable performance objectives) for newly identified blocks and review/refine goals and objectives for existing blocks.

3.3 De-Escalation & Crisis Response Integration

a) Develop, in conjunction with the LET staff and available SMEs, a training curriculum for de-escalation and crisis response for the Basic Law Enforcement Certification Course to be integrated into the new curriculum.

b) Identify integration points within the newly conceptualized curriculum appropriate for de-escalation and crisis response training. For proper integration, initial training should occur for these concepts early in the coursework to support and assure proper and complete integration for all available components of the training. This will better ensure Basic Law Enforcement Certification Course graduates’ understanding and working knowledge of the concepts, strategies, and tactics, and provide them opportunities to employ them in scenario-based training in the Basic Law Enforcement Certification Course with the benefit of constructive feedback from the instructors.

3.4. Lesson Plan Development (Prioritized Blocks)

a) Prioritize the identified integration points delineated above for uniform lesson plan development in approved LET format, including all instructional content. All lesson deliverables will include a separate instructor and student manuscript for each topic, static visual aids, and testing instruments (written or skill-based). All developed curriculum will be based in adult learning methodology.

b) NOTE: Blocks of instruction not prioritized in this phase of the project for development due to lack of integration nexus of the targeted training material will be prioritized for lesson plan development to be uniform with the balance of the curriculum and completed using other funding mechanisms by a contracted vendor and/or completed by existing staff working in conjunction with available SMEs as resources allow. This work will occur outside of the grant funding. Once finished, this phase will complete the initial update of the Basic Law Enforcement Certification Course curriculum.

3.5 Collaboration with LET SMEs

Work in conjunction with LET staff and a cadre of up to 20 instructors/SMEs who will be trained in national best-practice programs (e.g., Force Science Institute Realistic De-Escalation; PERF ICAT; Dolan Surviving Verbal Conflict®), to ensure content quality, feasibility, and adoption. (SME cadre is State-provided.)

The training model sought in the updated Basic Law Enforcement Certification Course curriculum will involve integrated instruction throughout the program and will be developed exponentially during student application in scenario-based training with the benefit of evaluation by instructors in the strategies and tactics used to reinforce proper understanding and application and provide remediation for students, when necessary.

NOTE: The instructors delivering this material / participating in scenario-based training described above are to be SMEs and largely comprised of the selected de-escalation and crisis response trained instructor cadre.

3.6 Data Privacy, Confidentiality, and Ethics

Propose measures to protect officer confidentiality (e.g., anonymized survey IDs, aggregate reporting), secure storage and transmission of data, and adherence to applicable State policies and federal requirements (as applicable to funding). (Vendor must follow State guidance and contracted terms.)

4.0 DELIVERABLES AND MILESTONES

At a minimum, the vendor shall provide:

1. Job Task Analysis Instrument & Implementation Plan (sampling, outreach strategy, timeline).

2. A JTA with the State’s 2,000+ currently employed law enforcement officers to identify job tasks by assignment, frequency, and criticality.

3. JTA Data Set & Analytical Report with task frequency/criticality tables, role-specific analyses, and recommendations for curriculum structure.

4. Extrapolated from the data gathered in the JTA, establish relevant topic areas (blocks of instruction) for the Basic Law Enforcement Certification Course curriculum and develop/update learning objectives for the newly identified and existing blocks of instruction, including instructional goals and performance objectives for each.

5. De-Escalation & Crisis Response Curriculum (content outline, scenarios, evaluation tools).

6. Prioritized Lesson Plan Set for the identified integration points (instructor/student guides, visuals, tests, rubrics). All developed curriculum will be based in adult learning methodology.

7. Project Management Artifacts (workplan, schedule, risk register, stakeholder engagement plan, monthly progress reports).

8. Analysis of the curriculum to identify targeted training integration points in the new Basic Law Enforcement Certification Course curriculum, which are then prioritized for uniform lesson plan development in an approved format, including all instructional content. All lesson deliverables will include a separate facilitator and student guide for each topic, static visual aids, and testing instruments (written or skill-based).

9. Note: Additional blocks outside the prioritized integration points may be completed later using non-grant funding and/or staff SMEs; this phase focuses on integrated de-escalation/crisis content and uniformity across prioritized blocks.

10. Examine existing training resources and provide recommendations for enhancement based on contemporary training methodologies and emerging technologies. For each recommended improvement, the contractor should include an estimated cost and identify reputable vendors or providers capable of delivering the proposed solutions (e.g., virtual reality systems, AI-enabled training tools, and related technologies).

5.0 STATE RESOURCES & ACCESS

Law Enforcement Training (LET) will provide:

1. Access to agency contacts to facilitate JTA participation and SME engagement.

2. SME cadre training schedule and coordination.

3. LET formatting standards for lesson plans and testing instruments.

4. Access to training facilities (as needed for workshops) at the George S. Mickelson Criminal Justice Center in Pierre.

6.0 PROPOSAL REQUIREMENTS AND COMPANY QUALIFICATIONS

6.1 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 have an adverse impact on the evaluation of the proposal.

6.2 Offeror's Contacts: Offerors and their agents (including subcontractors, employees, consultants, or anyone else acting on their behalf) must direct all their questions or comments regarding the RFP, the evaluation, etc., to the buyer of record indicated on the first page of this RFP. Offerors and their agents may not contact any state employee other than the buyer of record regarding any of these matters during the solicitation and evaluation process. Inappropriate contacts are grounds for suspension and/or exclusion from specific procurements. Offerors and their agents who have questions regarding this matter should contact the buyer of record.

6.3 Provide the following information related to at least three previous or 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.

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

6.4 Offerors must demonstrate:

a. Proven experience conducting largescale JTA/occupational analysis projects, preferably within law enforcement/POST/academy contexts.

b. Expertise in adult learning, scenario‑based training, learning objective design, lesson plan creation, and assessment development.

c. Capacity to engage with rural and tribal agencies and incorporate diverse perspectives.

d. Project management capability for statewide outreach and data collection at scale.

e. Ability to collaborate with State SMEs and produce uniform, publication‑ready instructional materials.

7.0 PROPOSAL RESPONSE FORMAT

7.1 An original and 3 copies shall be submitted.

7.1.1 In addition, the offeror should provide three (3) copies of their entire proposal, including all attachments, in Microsoft Word or PDF electronic format (flash drive, USB drive, etc.)

Offerors may not send the electronically formatted copy of their proposal via email.

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

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

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

7.2.2 Executive Summary. The one-to-two-page executive summary is to 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.

7.2.3 Technical Approach — JTA methodology, instrument design, sampling/participation plan, analysis plan, curriculum mapping approach, lesson development plan, quality assurance.

7.2.4 Project Management & Schedule — Workplan, milestones, risk mitigation, staffing plan, roles/resumes, engagement of SMEs.

7.2.5 Experience & References — Relevant projects, results, client references (3+), sample deliverables/excerpts.

7.2.6 Data Security & Confidentiality — Protections for data collection, storage, and reporting;

compliance statements.

7.2.7 Cost Proposal — Fixed‑price and/or milestone pricing aligned to deliverables, travel, and ODCs, assumptions.

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

7.2.8.1 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.

7.2.8.2 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.

7.2.8.3 A clear description of any options or alternatives proposed.

7.2.8.4 A description of your availability to the project locale.

7.2.8.5 A description of your familiarity with the project locale.

7.2.8.6 A description of your proposed project management techniques.

7.2.8.7 A description of your ability and proven history in handling special project constraints.

7.2.9 Cost Proposal. Cost will be evaluated independently of 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 10.0 for more information related to the cost proposal.

7.2.10 Response Glossary. Any proposal submitted should provide a glossary of all abbreviations, acronyms and technical terms used to describe the services or products proposed. This glossary should be provided even if these terms are described or defined at their first use in the proposal response.

8.0 PROPOSAL EVALUATION

8.1 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:

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

8.1.2 Ability and proven history in handling special project constraints;

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

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

8.1.5 Proposed project management techniques;

8.1.6 Overall cost of the project;

8.1.7 Availability to the project locale;

8.1.8 Familiarity with the project locale.

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

8.3 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.

8.4 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.

9.0 Award:

9.1 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.

9.1.1 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. The agency may then negotiate with the next highest-ranked contractor.

9.1.2 The negotiation process may continue through successive offerors, according to agency ranking, until an agreement is reached or the agency terminates the contracting process.

10.0 COST PROPOSAL

9.1 Offerors shall submit a cost proposal using a fixed‑fee, deliverable‑based pricing structure.

The fixed fee must include all costs associated with completion of the project, including but not limited to labor, travel, materials, software licenses, data collection tools, administrative overhead, and any subcontractor costs.

9.2 The offerors will utilize a “Cost Proposal Form” template to provide the pricing structure.

(SEE APPENDIX A)

9.3 The State will not pay hourly rates, variable charges, or administrative surcharges outside the fixed‑fee schedule.

Offerors shall provide:

a. A total fixed cost for the entire project.

b. Fixed costs by deliverable, aligned to the deliverables defined in Section 4.0 (Deliverables &

Milestones).

c. A list of all assumptions used to calculate costs.

d. A list of all personnel included in pricing, with their roles and loaded labor rates (for transparency only;

the State is not contracting on an hourly basis).

e. A description of any optional or value‑added services, priced separately.

APPENDIX A

Cost Proposal Form

Offeror Name: ______________________________________________________

RFP #: _________________________________

All costs must be all-inclusive fixed fees. No hourly billing will be accepted.

Deliverable Fixed Fee Travel & Other

Direct Costs (If any, fixed—no Time &

Materials) Total Cost Notes/Assumptions

1. Needs Assessment / Job Task Analysis (statewide data collection; analysis)

2. Establishment of Topic Areas (Blocks of Instruction) $________ $________ $________ __________________

3. Development of New Learning Objectives $________ $________ $________ __________________

4. Review/Refinement of Existing Learning Objectives $________ $________ $________ __________________

5. De-Escalation & Crisis Response Curriculum Development

6. Identification of Integration Points $________ $________ $________ __________________

7. Prioritized Lesson Plan Development (in LET format) $________ $________ $________ __________________

8. Any optional services if applicable. $________ $________ $________ __________________

TOTAL PROJECT COST

(Not to Exceed):

APPENDIX B

CONTRACT FOR SERVICES

Between

[NAME OF CONTRACTOR] OFFICE OF THE ATTORNEY GENERAL

[ADDRESS] DIVISION OF CRIMINAL INVESTIGATIONS

[CITY, STATE, ZIP CODE] 1302 E. HIGHWAY 14

[TELEPHONE NUMBER] PIERRE, SD 57501

(605)773-3331

Referred to as Contractor

Referred to as State

The State hereby enters into this agreement (Agreement) for services with Contractor in consideration of and pursuant to the terms and conditions set forth herein.

1. SCOPE OF SERVICES:

The purpose of this contract is to _______Contractor will provide____________.

2. PERIOD OF PERFORMANCE: This Agreement shall be effective on ________ and will end on _________, unless sooner terminated pursuant to the terms of this Agreement.

The State in its sole discretion may renew the Agreement under the same terms and conditions, expressly including the total contract amount, for up to two additional 24-month periods. Notice of intent to renew shall be given by the State to Contractor in writing prior to the end of the existing term of the Agreement. If notice of intent to renew is given, the Agreement shall renew unless terminated by either party pursuant to the Termination Provision of the Agreement.

3. USE OF EQUIPMENT, SUPPLIES AND FACILITIES:

Contractor will not use State equipment, supplies, or facilities.

4. CONTRACTOR IDENTIFICATION:

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

5. CONTRACT AMOUNT AND PAYMENT:

The State will make payment for services upon satisfactory completion of the services. The TOTAL CONTRACT AMOUNT is an amount not to exceed $ ________________. The State will not pay Contractor's expenses, including but not limited to travel, lodging and meals, 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 Contractor.

6. INDEMNIFICATION:

Contractor 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.

Contractor 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. Contractor’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, Contractor 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 Contractor, engage attorneys and other professionals to defend the State of South Dakota, its officers, agents, and employees, or to assist Contractor in the defense. This section does not require Contractor 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.

7. INSURANCE:

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

A. Commercial General Liability Insurance:

Contractor 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:

Contractor agrees to procure and maintain professional liability insurance or miscellaneous professional liability insurance with a limit of not less than one million dollars ($1,000,000).

C. Business Automobile Liability Insurance:

Contractor 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.

C. Worker’s Compensation Insurance:

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

Before beginning work under this Agreement, Contractor 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, Contractor agrees to provide immediate notice to the State and provide a new certificate of insurance showing continuous coverage in the amounts required. Contractor shall furnish copies of insurance policies if requested by the State.

8. TERMINATION:

This Agreement may be terminated by either party hereto upon thirty (30) days written notice. In the event Contractor 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 Contractor at the time of termination may be adjusted to cover any additional costs to the State because of Contractor'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 Contractor it is determined that Contractor was not at fault, then Contractor shall be paid for eligible services rendered and expenses incurred up to the date of termination.

9. 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 indemnification, controlling law and venue, and sovereign immunity provisions.

10. 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. Contractor 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 Contractor waives any claim against the same.

11. CERTIFICATIONS

A. CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY, AND

VOLUNTARY EXCLUSION:

By signing this Agreement, Contractor certifies that neither Contractor 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.

Contractor further agrees that it will immediately notify the State if during the term of this Agreement Contractor 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.

12. 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 ___________ on behalf of the State, and by and to __________, on behalf of Contractor, 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.

13. 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.

14. 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.

15. INDEPENDENT CONTRACTOR:

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

16. 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.

17. 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.

18. COMPLIANCE: Contractor 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.

19. REPORTING:

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

Contractor'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 by their duties or applicable law. Contractor'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 Contractor to report any event to law enforcement or other entities under the requirements of any applicable law.

20. SUBCONTRACTING:

Contractor may not use subcontractors to perform the services described herein without the express prior written consent of the State. Contractor 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. Contractor 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 ensure such compliance. The State, in its option, may require the vetting of any subcontractors. Contractor shall assist in the vetting process.

21. 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.

22. SEVERABILITY:

If 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.

23. MERGER:

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.

24. 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.

25. 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.

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.

27. 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.

28. CONFIDENTIALITY:

For the purpose of this Agreement, “Confidential Information” shall include all information, regardless of its format, disclosed to Contractor by the State and all information, regardless of its format, obtained by Contractor through the provisions of services as contemplated by this Agreement. Contractor, and any person or entity affiliated with Contractor 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. Contractor, and any person or entity affiliated with Contractor 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 consultants 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. Contractor, and any person or entity affiliated with Contractor 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. Contractor, and any person or entity affiliated with Contractor 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 Contractor or to any person or entity affiliated with Contractor; (ii) was known to Contractor, or to any person or entity affiliated with Contractor, 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 Contractor, or by any person or entity affiliated with Contractor, without the benefit or influence of the State’s information; or (v) becomes known to Contractor, or to any person or entity affiliated with Contractor, 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. Contractor understands that this information may be confidential and protected under state or federal law. Contractor 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, Contractor 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.

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

Contractor 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.

Contractor 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, Contractor agrees to return to the State, at Contractor’s cost, any Confidential Information or documentation maintained by Contractor regarding the services provided hereunder in a format readily useable by the State as mutually agreed by Contractor and State.

29. WORK PRODUCTS:

Contractor hereby acknowledges and agrees that all reports, procedures, or files, and all information contained therein provided to the State by Contractor 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 Contractor without the written consent of the State.

30. DILIGENCE AND SKILL:

In the performance of these services and providing the reports under the Agreement, Contractor shall exercise the degree of skill and care consistent with customarily accepted practices and procedures for the performance of the type of services required. Contractor shall be responsible for the professional quality, technical accuracy, timely completion, and coordination of all services and reports furnished by Contractor under this Agreement. It shall be the duty of Contractor to assure that its services and reports are technically sound and in conformance with all pertinent standards and rules. Contractor represents and warrants that:

(a) It shall give high priority to the performance of the services; and (b) the services shall be performed in a timely manner.

The State’s review, approval, acceptance, or payment for any of Contractor’s services or deliverables herein shall not be construed to operate as a waiver of…