RFP844_ COST ALLOCATION PLAN NARRATIVE AND STATISTICS SUPPORT_Specs.docx

STATE OF IDAHO

THE DEPARTMENT OF HEALTH AND WELFARE

REQUEST FOR PROPOSAL (RFP)

Cost Allocation Plan Narrative and Statistics Support ARFP2501 / IPRO RFP844

Issue Date 03/13/2025

TABLE OF CONTENTS

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RFP ADMINISTRATIVE INFORMATION

Submit Proposal to:

Submit electronically via IPRO Electronic Submission:

IPRO LOGIN

You must email the RFP Lead by the Pre-Proposal Registration Deadline to receive conference details. Late registrations will not be guaranteed to receive conferencing information. There will not be an in-person conference.

The Department conducts Virtual Electronic Bid Openings only.

(30) calendar day implementation period. Upon mutual, written agreement, the Contract may be amended or extended. The total Contract term, including all extensions, is not anticipated to exceed five (5) years.

ARFP2501 / IPRO RFP844 COST ALLOCATION PLAN NARRATIVE AND STATISTICS SUPPORT

1 OVERVIEW

1.1 Purpose

The Department’s Division of Financial Services is seeking a Contractor to provide Cost Allocation Plan Narrative and Statistics Support.

1.2 Background Information

The state of Idaho's new Enterprise Resource Planning system (Luma) and the new interfaced cost allocation system E-SivicCAP Solutions Group (SSG) were implemented on July 1, 2023. Luma is designed to manage the state's budget, accounting, procurement, human capital management, and payroll modules. SSG is designed to process data from Luma in accordance with federally approved cost allocation plans. These systems aim to modernize, consolidate, and standardize business processes and financial information across state agencies.

The Department needs support with expertise in cost allocation plans to help with configuration of the two (2) systems and to conduct a full review, analysis, and modification of the Department’s plan narrative and statistics to ensure alignment with federal and state regulations.

The Contract with the Department’s current cost allocation Contractor is expiring on June 30, 2025.

The Offeror should note that state and federal funding and/or policy changes may cause fluctuations in the Department’s funding and/or the services needed.

2 QUESTIONS

2.1 Restrictions on Communications

From the issue date of this RFP, until a Contract is awarded, or the RFP is cancelled, vendors are prohibited from communications regarding this RFP with Department staff, evaluation committee members, or other associated individuals, except the Department’s RFP Lead.

2.2 Pre-Proposal Conference

A non-mandatory pre-proposal conference will be held at the time indicated in the RFP Administrative Information Section, page 1 of this RFP. This will be your opportunity to ask questions of Department staff. All interested parties are invited to participate by an established call in number. To receive conference details, participants must register for the Pre-Proposal Conference no later than Wednesday, 03/19/2025, 12:00 p.m. (noon) Mountain Time by submitting the completed Attachment 3 -- Pre-Proposal Conference Registration Form via e- mail to the RFP Lead at kristin.perry@dhw.idaho.gov. Late registrations will not be guaranteed to receive conferencing information. Vendors are strongly encouraged to submit questions to the RFP Lead prior to the pre-proposal conference. Any oral answers given by the Department during the pre-proposal conference are unofficial and will not be binding on the State. Conference attendance is at the vendor’s own expense.

2.3 Questions and Vendor Proposed Modifications and Exceptions to Requirements, Terms, or Conditions Questions must be submitted, by email, to the RFP Lead by the date and time indicated in the RFP Administrative Information Section, page 1 of this RFP in order to be considered. Vendors are strongly encouraged to submit any proposed questions, and or modifications to the requirements, terms, or conditions at this time. Written questions must be submitted using Attachment 1 -- Offeror Questions and requested modifications and or exceptions, must be submitted using Attachment 2 -- Modification and Exception Form. The RFP Lead is the only contact for this Solicitation. All correspondence must be in writing. Official answers to all written questions will be posted on the State’s eProcurement system (IPRO) as an amendment to this RFP.

2.3.1 Proposed modifications and exceptions to requirements, terms or conditions must contain the following:

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

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

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

2.3.2 The State will not consider any modifications or exceptions that are not identified specifically on Attachment 2 and that are submitted after the Question deadline.

2.3.3 The State has sole discretion to determine if the modifications or exceptions submitted by an Offeror would result in a material change or otherwise threaten the integrity of the procurement process. Pursuant to IDAPA 38.05.01.084, the State may only negotiate non-material modifications or exceptions. Modifications or exceptions which the State determines to be material, or which otherwise threaten the integrity of the procurement process, will not be accepted or negotiated.

2.3.4 Except as otherwise provided in the Solicitation document, including the State of Idaho Standard Contract Terms and Conditions with Article 6 (updated July 2024) the State will not consider modifications or exceptions to the requirements, terms, or conditions which are proposed after the Question deadline.

2.3.5 Proposals which condition the Proposal based upon the State accepting other terms and conditions not found in the RFP, or which take exception to the State’s terms and conditions, will be found non-responsive, and no further consideration of the Proposal will be given.

3 INSTRUCTIONS FOR SUBMISSION OF PROPOSALS

3.1 General Instructions

3.1.1 Proposals must be submitted as detailed in 3.1.6 below. Except as otherwise addressed in this Solicitation, all submission materials must be submitted at the same time. If multiple submissions are received, only the latest timely submission will be considered.

3.1.2 Alternate proposals are not allowed.

3.1.3 All files must be in Microsoft Word, Excel or searchable PDF format. The only exceptions are Attachment 1 – Offeror Questions and Attachment 2 -- Modification and Exception Form which must be submitted in Word format. The electronic version must NOT be password protected or locked in any way.

3.1.4 All Offerors participating in this Solicitation must establish an account in the IPRO system as it is necessary in order to submit your response and award the resulting Contract(s). Establishing an account is free and only takes a few minutes.

3.1.5 Vendors are strongly encouraged to begin the process of submitting the response far enough in advance of the Closing Date to allow for resolution of technical difficulties. Be advised that the State is not responsible for a Vendor’s failure to timely submit a responsive submission due to any technical or technological difficulties. See IDAPA 38.05.01.61.

3.1.6 Both the Technical Proposal and the Appendix A - Cost Proposal and Billing Procedure must be submitted electronically through IPRO. Failure to input this data in IPRO will result in the Proposal being found non-responsive. Download the Excel spreadsheet titled “Appendix A – Cost Proposal and Billing Procedure” found in the Question Section of IPRO. Complete the spreadsheet, upload it back into IPRO in an Excel spreadsheet format. Upload your Technical Proposal into the appropriate Question Section in IPRO.

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

SPECIAL TERMS PRECEDENCE: The State of Idaho Contract Terms and Conditions with Article 6 have been adapted for use by the Department of Health and Welfare and are included with this Solicitation as Appendix C.

3.2 Trade Secrets

Paragraph 28 of the Solicitation Instructions to Vendors describes trade secrets to “include a formula, pattern, compilation, program, computer program, device, method, technique or process that derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by other persons and is subject to the efforts that are reasonable under the circumstances to maintain its secrecy.” In addition to marking each page of the document with a trade secret notation (as applicable; and as provided in Paragraph 28 of the Solicitation Instructions to Vendors), Offerors must also:

3.2.1 Identify with particularity the precise text, illustration, or other information contained within each page marked “trade secret” (it is not sufficient to simply mark the entire page). The specific information you deem “trade secret” within each noted page must be highlighted, italicized, identified by asterisks, contained within a text border, or otherwise clearly delineated from other text/information and specifically identified as a “trade secret.”

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

3.2.3 If your Technical Proposal contains trade secret information, you must also upload a redacted copy with all trade secret information removed or blacked out. The redacted copy must be uploaded into IPRO into the appropriate Question Section in IPRO with the word “redacted” in the file name.

3.3 Electronic Submission of Proposals

3.3.1 Proposals must be submitted through IPRO, at https://sms-idaho- prd.tam.inforgov.com/fsm/SupplyManagementSupplier/page/XiSupplyManagementSupplier Page?csk.SupplierGroup=LUMA. When submitting through IPRO, upload your Technical Proposal and Appendix A - Cost Proposal and Billing Procedure, and all other required submittal items in the appropriate Question Sections. Remember to submit an additional redacted version of the TECHNICAL PROPOSAL if you have identified trade secrets.

3.3.2 The Technical Proposal and Appendix A - Cost Proposal and Billing Procedure must be separate files submitted at the same time.

3.3.3 Offerors are further advised to upload response materials with descriptive file names, organized and consolidated in a manner which allows evaluators to efficiently navigate the Offeror’s response.

4 PROPOSAL FORMAT

These instructions describe the format to be used when submitting a Proposal. The format is designed to ensure a complete submission of information necessary for an equitable analysis and evaluation of submitted Proposals. There is no intent to limit the content of Proposals.

4.1 Table of Contents

Include a table of contents in the Technical Proposal identifying the contents of each Section, including page numbers of major subsections.

4.2 Format

Proposals shall follow the numerical order of this RFP starting at the beginning and continuing through the end of the RFP. Proposal Sections and subsections must be identified with the corresponding numbers and headings used in this RFP. Respond to RFP Sections marked with an evaluation code. In your response, restate the RFP Section and follow with your response.

Offerors are encouraged to use a different color font, bold text, italics, or other indicator to clearly distinguish the RFP Section from the Offeror’s response.

4.3 Evaluation Codes

(M) Mandatory Response - failure to respond to any (M) Section, or to comply with any mandatory specification or requirement, will render Offeror’s Proposal non-responsive and no further evaluation will occur.

(ME) Mandatory and Evaluated Response - failure to respond to any (ME) Section, or to comply with any mandatory specification or requirement in an (ME) Section, will render Offeror’s Proposal non-responsive and no further evaluation will occur. Offeror must respond to these sections as directed; points will be awarded based on predetermined criteria.

(E) Evaluated Response - a response is desired and will be evaluated. If Offeror cannot meet the requirement, or chooses not to respond for any reason, zero (0) points will be awarded for the Section. If Offeror responds, points will be awarded based on predetermined criteria.

Note: Offerors are directed to IDAPA 38.05.01.074.03.a, as well as IDAPA 38.05.01.091.05, which allow the designated State official to waive minor informalities as well as minor deviations. The State also reserves the right to seek clarification on any M, ME or E requirement.

5 PROPOSAL REVIEW, EVALUATION, AND AWARD

5.1 Overview

The objective of the State in soliciting and evaluating Proposals is to ensure the selection of a firm or individual that will produce the best possible results for the funds expended.

5.1.1 All Proposals will be reviewed first to ensure that they meet the Mandatory Submission Requirements of the RFP as addressed in Sections noted with an (M) or (ME). Any Proposal(s) not meeting the Mandatory Submission Requirements may be found non- responsive.

5.1.2 Evaluation Criteria

Technical Proposal:

Cost Proposal:

Cost Proposal and Billing Procedure (Appendix A) 400 points

Total Points 1000 points

5.2 Technical Proposal

5.2.1 The Technical Proposal will be reviewed first on a “pass” or “fail” basis to determine compliance with those requirements listed in the RFP with an (M) or (ME). All Proposals which are determined by the Department, in its sole discretion, to be responsive in this regard will continue in the evaluation process outlined in this Section.

5.2.2 The Technical Proposal will be reviewed, evaluated, and scored by one (1) or more Technical Proposal Evaluation Committee(s).

5.2.3 The scores for the Technical Proposal will be normalized as follows: The Technical Proposal with the highest overall total technical score will receive a score of six hundred (600) points. Other Technical Proposals will be assigned a portion of the maximum score using the formula:

600 X raw score of Technical Proposal being evaluated highest raw technical score

5.3 Oral Presentations/Demonstrations

5.3.1 Oral demonstrations will not be conducted for this RFP.

5.4 Appendix A - Cost Proposal and Billing Procedure

5.4.1 The Appendix A - Cost Proposal and Billing Procedure will be reviewed first to determine if it meets the mandatory requirements of the RFP. All Proposals which are determined by the Department, in its sole discretion, to be responsive in this regard will continue in the evaluation process outlined in this Section.

5.4.2 The Appendix A - Cost Proposal and Billing Procedure will only be evaluated for Offerors who receive the top three (3) technical scores.

5.4.3 The scores for the Appendix A - Cost Proposal and Billing Procedure will be normalized as follows: The cost evaluation will be based on the total cost proposed for required services as itemized in Appendix A. The Proposal with the lowest Four (4) Year Total will receive a score of four hundred (400). Other Proposals will be assigned a portion of the maximum score using the formula:

400 X lowest Cost Proposal and Billing Procedure Cost Proposal and Billing Procedure being evaluated

5.5 Responsibility

Pursuant to IDAPA 38.05.01.081, the RFP Lead may, in the State’s sole discretion, conduct a review to determine if the apparent high point Offeror is responsible. As part of the responsibility review, the RFP Lead may:

5.5.1 Require the apparent high point Offeror to provide credit or financial reports to the satisfaction of the Department.

5.5.2 Require the apparent high point Offeror to provide a reference list and contact the Offeror’s references, which may include sending references a reference questionnaire.

5.5.3 Conduct other responsibility reviews at the discretion of the RFP Lead.

Failure to provide requested documentation may result in the Offeror being deemed non- responsible. Nothing herein shall prevent the State from using other means to determine Offeror’s responsibility.

5.6 Award

Award of Contract will be made to the responsive, responsible Offeror whose Proposal receives the highest number of total normalized points.

6 MANDATORY SUBMISSION REQUIREMENTS

A complete response begins with the mandatory items identified in this list and the following Sections. NOTE: THIS CHECKLIST IS PROVIDED AS A COURTESY ONLY; OFFERORS ARE RESPONSIBLE FOR SUBMITTING ALL MANDATORY SECTIONS, ATTACHMENTS, SUBMITTAL ITEMS, ETC., REGARDLESS OF WHETHER THEY ARE IDENTIFIED IN THIS LIST.

· (M) State Signature Page: Upload a completed, signed, Attachment 4 -- State Signature Page in the appropriate Question Section of IPRO.

· (M) Cover Form: Upload a completed, signed, Attachment 5, Cover Form in the appropriate Question Section of IPRO

· (M) Acknowledgement of Amendments: If the RFP is amended, the Offeror must acknowledge each amendment with a signature on the acknowledgement form provided with each amendment. Failure to return a signed copy of each amendment acknowledgement form with the Proposal may result in the Proposal being found non-responsive. See IDAPA 38.05.01.52. Upload a completed, signed, Acknowledgement of Amendments form in the appropriate Question Section of IPRO.

· Section 7: Provide a response to all (E) (M) and (ME) Sections, and any other required submittal items.

· Section 8: Provide a response to all (E) (M) and (ME) Sections, and any other required submittal items.

· Section 9: Provide a response to all (E) (M) and (ME) Sections, and any other required submittal items.

· (ME) Appendix A - Cost Proposal and Billing Procedure: Offerors are required to upload their Appendix A – Cost Proposal and Billing Procedure in the Question Section in IPRO in an Excel spreadsheet format.

· Technical Proposal: Offerors are required to upload their Technical Proposal in the Question Section in IPRO.

· Trade Secret Redactions: If applicable, the Offeror must upload a redacted copy of Technical Proposal and list of Trade Secret redactions, as detailed in Section 3.2.2

· Insurance: Review the required types and levels of insurance—these are mandatory requirements. If you do not already have the required types and levels of insurance, you are strongly encouraged to contact your insurance representative to find out if you will be able to obtain the required insurance. (The Offeror should not purchase additional insurance in reliance of being awarded a Contract). If you are awarded a Contract, failure to provide proof of the required insurance will be grounds for termination of the Contract. DO NOT SUBMIT WITH PROPOSAL.

7 Business Information

7.1 (ME) Business Profile Provide a profile of your business including Offeror’s business history, description of current service area, and customer base.

7.2 (ME) Experience Describe in detail your knowledge and experience in providing services similar to those required in this RFP specifically including:

7.2.1 Creating and/or modifying cost allocation plan narratives;

7.2.2 Creating cost allocation statistics;

7.2.3 Modeling effects to funding sources when analyzing changes to statistics;

7.2.4 Experience with random moment time studies; and

7.2.5 Analyzing data quality.

7.3 Faith-based Organization

If you are a faith-based organization describe how you will:

7.3.1 Segregate Contract funds in a separate account if federal funds;

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

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

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

7.3.5 Ensure that Contract funds are not expended on inherently religious activities; and

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

8 Organization and Staffing Describe your qualifications to successfully complete the requirements of the RFP by providing a detailed response to the following:

8.1 (ME) Project Lead Identify the person who will be the dedicated Project Lead if Offeror is awarded a Contract. Provide a description of the proposed Project Lead’s experience and qualifications. You may submit a resume in response to this Section.

8.2 (ME) Key Personnel and Qualifications Provide a list of key management, customer service and other roles to be used in the fulfillment of the Contract (in addition to the Project Lead). Provide role descriptions, including requisite qualifications and experience of the person(s)/role(s) identified, as well as an explanation of how the person in that role will contribute to the project. Your response should demonstrate the extent to which you have the expertise to accomplish the Scope of Work.

8.3 Subcontractors

Subcontractors will not be permitted to be used for the services provided through this RFP.

9 SCOPE OF WORK (SOW)

All Sections of the SOW are required Contract services.

I. General Requirements A. The Contractor must collaborate with the Department in establishing a framework of timelines and milestones.

B. The Department's Contract Monitor is the designated contact person for this project. This person will function as the primary point of contact for the project and coordinate and facilitate the flow of information and communication between the Department and the Contractor.

C. The Contractor must be in regular contact with the Department’s Contract Monitor and Contract Manager to provide project status updates and explain any variances from the planned schedule.

D. The Contractor will have access to and cooperation and participation from Department staff and management. If the Department stops the project for any reason, the Contractor will be due all fees for services performed to date.

E. The Department will arrange for all meeting facilities at the Department's expense.

F. Ownership of Information: The Department and the United States Department of Health and Human Services must have unlimited rights to own, possess, use, disclose, transfer, or duplicate all information and data, copyrighted or otherwise, developed, derived, documented or furnished by the Contractor under the Contract.

II. Work Plan A. Task 1.0: Prepare Cost Allocation Plan Quarterly Amendments. The Contractor must:

1. Lead updates to Department's cost allocation plan narrative.

2. Work with staff across the Department to obtain updated organizational charts, new allocating grants/Luma projects, changes to process, and other information to update the cost allocation plan on a quarterly basis.

3. Assist the Department in negotiating amendments to the cost allocation plan narrative.

B. Task 2.0: Process and document monthly cost allocation statistics. The Contractor must:

1. Lead the Department’s Financial Management staff preparing monthly cost allocation statistics for the Department and coordinating collection of data from the Department’s staff that drive data updates needed for cost allocation in the cost allocation system managed by E-SivicCAP Solutions Group (SSG). This includes the following:

a. Processing Department data from various sources;

b. Quality control checks on reasonability of data and month to month variances based on the system Inbound and Outbound Cost Allocation files and the cost allocation pivot table;

c. Preparation of statistics files to SSG;

d. Quality control of data from SSG; and

e. Provide guidance on impact(s) to Random Moment Time Study (RMTS) from changes in policy, systems, other, where applicable.

C. Task 3.0: Train Department Staff as needed.

1. Assignment of Responsibilities: The Contractor must assess the division of responsibilities between Contractor and Department staff to maximize efficiencies and expertise.

2. Cost Allocation Plan Process and Systems: The Contractor must assess and communicate effects of changes in federal funding and/or program service changes.

III. Deliverables A. After a thirty (30) calendar day implementation period after the Contract effective date, the Contractor must provide:

1. Virtual and onsite meetings (as appropriate);

2. Formal Project Status Reports (as requested);

3. Updated Cost Allocation Plan and Amendment Documentation (quarterly, as appropriate);

4. Documented Cost Allocation Procedures; and

5. Cost Allocation Statistics.

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

APPENDIX A -- COST PROPOSAL AND BILLING PROCEDURE

(ME) Appendix A “Cost Proposal and Billing Procedure” must be downloaded from IPRO, completed and uploaded back into the Question Section in IPRO in an Excel spreadsheet format.

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

There will be no Administrative Fee to the Contract Purchase Order (CPO) resulting from this Solicitation per Paragraph 5 of the State of Idaho Standard Contract Terms and Conditions.

Part 1. Cost:

The Contract resulting from this RFP will be a FIXED UNIT COST, INDEFINITE QUANTITY Contract.

The Cost Matrix found in the Question section of this RFP posting in IPRO includes the Department’s best estimate of number of units for the initial Contract term and is not to be considered a guarantee of actual number of units to be experienced under the Contract. Estimated quantities are for evaluation and award purposes, based on the Department’s best estimate, and are not binding on the Department.

Offerors must input their Cost Per Unit information (numbers only) in the blue cells. The Total Cost of Service will be automatically calculated by multiplying the Cost Per Unit by the Estimated Number of Units which will result in a four (4) year cost. This is the total amount proposed for performing all requirements under the Contract for four (4) years. Offerors must not alter the format of, or any numbers contained in, any matrix. Any Proposal not complying with this requirement will be deemed non-responsive and will receive no further consideration for award of a Contract.

Costs must remain firm throughout the initial term of the Contract, unless otherwise agreed to by the Department and modifications will only be considered under extenuating circumstances.

Part 2. Billing Procedure:

The Contractor must provide a monthly invoice within ten (10) business days of the end of the billing period. No invoice will be accepted or paid without the required invoice detail as outlined below.

The Contractor must provide the following information with each invoice:

1 Invoice number, billing period and Contract number.

2 All Contract services delivered during the billing period, identified by each item as reflected in the cost matrix and the total for each. For each line item, identify:

a. Staff title/position and number of hours performed by staff for each task.

4 Total amount billed for the billing period.

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

Invoices must be submitted to: {information will be provided in the resulting Contract}.

APPENDIX B -- INTENTIONALLY LEFT BLANK

APPENDIX C - STATE OF IDAHO CONTRACT TERMS AND CONDITIONS WITH ARTICLE 6

ARTICLE 1 – GENERAL TERMS AND CONDITIONS

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

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

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

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

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

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

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

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

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

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

ARFP2501 / IPRO RFP844 COST ALLOCATION PLAN NARRATIVE AND STATISTICS SUPPORT

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

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

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

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

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

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

1.2. Term

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

1.2.2. Renewal Options. Upon mutual, written agreement by the parties, the Contract may be extended under the same terms and conditions for the time interval equal to the initial term, or for such period of time as to agreed to by the parties. The Contract is not anticipated to exceed five (5) years including all renewals.

1.3. Price

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

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

1.4. Termination and Remedies

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

1.4.2. Effect of Termination

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

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

1.4.3. Remedies. In addition to any remedies available to the State under law or equity, the State may, at its sole discretion, take or require one (1) or more of the following remedial actions if the Contractor’s performance is deficient and does not comply with the Contract requirements: 1) require the Contractor to take corrective action to ensure that performance conforms to Contract requirements; 2) reduce payment to reflect the reduced value of the performance received; 3) require the Contractor to subcontract all or part of the service at no additional cost to the State; 4) withhold payment or require payment of actual damages caused by the deficiency; 5) withhold payment or require payment of liquidated damages, if liquidated damages are provided for in the Contract; 6) secure the deficient products or services and deduct the costs of products or services from payments to the Contractor under the Contract; 7) require Contractor to remove, at its sole expense, any non-conforming or deficient Property from the State’s premises; or 8) terminate the Contract pursuant to any termination provisions within the Contract. These remedies are cumulative to the extent the remedies are not inconsistent, and the State may pursue any remedy or remedies singly, collectively, successively or in any order whatsoever.

1.5. Changes and Modifications

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

1.5.2. Ministerial Changes. In the event the State discovers or is notified of a typographical or other ministerial or clerical error in the Contract, the Purchasing Authority may correct such error after providing notice to the Contractor of its intent to make the correction and an opportunity for the

Contractor to object that the proposed correction is not ministerial or clerical. The Purchasing Authority will make a copy of the corrected Contract available to the Contractor upon the effectiveness of the correction.

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

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

1.7. Contract Relationship; Workers’ Compensation Insurance

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

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

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

1.9. General Indemnification and Insurance

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

1.9.2. Actions on Tender; Limitation. Upon receipt of the State's tender of indemnity and defense, Contractor shall immediately take all reasonable actions necessary, including, but not limited to, providing a legal defense for the State, to begin fulfilling its obligation to indemnify, defend, and save harmless the State. Contractor's indemnification and defense liabilities described herein shall apply regardless of any allegations that a claim or suit is attributable in whole or in part to any act or omission of the State under the Contract. Contractor shall not be required to hold the State harmless for damages attributed to the State in a final order issued by a court of competent jurisdiction. If it is determined by a final judgment that the State’s negligent act or omission is the sole proximate cause of a suit or claim, the State, to the extent funds are legally available therefore, shall reimburse Contractor for reasonable defense costs attributable to the defense provided by any Special Deputy Attorney General appointed pursuant to section 9.3.

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

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

1.10. Patent and Copyright Indemnity

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

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

1.10.3. Option to Replace, Modify, or Refund.