RFQ_177_Adm_Doc_Maint_Mgt_Sftwr_2023 REV 2.docx

STATE OF IDAHO

Idaho Department of Juvenile Corrections

RFQ 177

Maintenance Management Software

REV 2

Purpose The Idaho Department of Juvenile Corrections (IDJC) is requesting quotes for maintenance management software, as further detailed below.

The contact for this Request for Quote (RFQ) is: Jason Urquhart, Purchasing Agent, IDJC; phone: 208-577-5426; mail: jason.urquhart@idjc.idaho.gov

Time Lines

Written questions due (by 11:59:59 p.m. Mountain time): November 1, 2023

Quotes Due (by 5:00 p.m. Mountain time): November 15, 2023

(If you cannot meet any of the specifications listed in this RFQ, you may submit a question in writing to the contact for this RFQ by the written questions due date. After the quotes are due and before the contract is awarded, IDJC will not consider requests for changes to the specifications and will not accept quotes that don’t meet all of the specifications; however, see the specifications regarding certain requested, but not required, specifications.)

Specifications See Exhibit A – Specifications.

Provision of Maintenance Management Software The Contractor shall deliver maintenance management software, during the period identified at section 10, Award Basis and Term below, coordinating the provision of the software and all implementation and training activities with the Business Operations Specialist at the Juvenile Correction Center in Saint Anthony, Idaho (JCC-Saint Anthony). Contact information is as follows: Business Operations Specialist - JCC-Saint Anthony; Alan Cook; phone: 208-624-3462; email: alan.cook@idjc.idaho.gov

Definitions

1.1 System - the maintenance management software that the Vendor is quoting.

1.2 Asset - tools (powered and not powered); IDJC-owned equipment, such as heavy equipment; vehicles; buildings; equipment stored in and affixed to buildings, including but not limited to HVAC, plumbing, electrical, furnaces, water heaters, fan blowers and heat exchangers; interior surfaces, including but not limited to walls, ceilings and floors; exterior surfaces, such as roofs, exterior building walls, parking lots, sidewalks and roads; exterior fencing and signage; and irrigation systems and equipment. (This may not be a complete list of what constitutes an Asset, and so anything not listed that is IDJC property, in IDJC’s sole discretion, may also be considered by IDJC to be an Asset.)

1.3 Site – sites include but are not limited to IDJC headquarters, 954 W. Jefferson St., Boise, Idaho 83702; JCC-Lewiston, 140 Southport Ave., Lewiston, ID 83501; JCC-Nampa, 1650 11th Ave. North, Nampa, ID 83687; and JCC-Saint Anthony, 2220 E. 600 N., Saint Anthony, ID 83445.

Billing Procedure

6.1 The cost for implementation (see Exhibit B – Price Sheet) must be invoiced no later thirty (30) calendar days after acceptance of implementation (see section C.2, Acceptance, in Exhibit C – Special Terms and Conditions).

6.2 The cost for all training (see Exhibit B – Price Sheet) must be invoiced no later thirty (30) calendar days after acceptance of training (see section C.2, Acceptance, in Exhibit C – Special Terms and Conditions).

6.3 The cost for operation & maintenance (see Exhibit B – Price Sheet) may be invoiced annually no further in advance than thirty (30) calendar days before the Contract’s anniversary. The Contractor must not submit an invoice for the first year of operation & maintenance until after implementation has been accepted by the IDJC Deputy Director (but no later than thirty (30) calendar days after implementation has been accepted by the IDJC Deputy Director).

Software Demonstrations IDJC may require the Vendor with the apparent successful quote to provide a demonstration of its System, demonstrating that it meets the specifications that require the System to have specified functionality. Demonstrations will take place remotely via Microsoft Teams or another virtual meeting platform.

References IDJC reserves the right to require a list of references. If IDJC identifies to the vendor that this is required, in order to be considered for award (in part), the vendor must provide a list of at least three (3) but no more than five (5) references for which the vendor has provided maintenance management software within the last two (2) years on a similar scale (or larger scale) to that required in this RFQ. The list must include the client’s business name, the name of a contact that currently works for the client that is familiar with vendor’s work, and that client’s current business phone number and email address.

Additionally, in order to be considered for award (in part) if IDJC requires a reference list, the vendor’s references must provide feedback to IDJC that, in its sole discretion, is satisfactory, in particular regarding the vendor’s quality of work, ability to meet schedules, and communications.

Kick-Off Meeting IDJC reserves the right to require that the Independent Contractor attend a kick-off meeting after award but before the start of implementation. The meeting may be in-person or via conference call, in IDJC’s sole discretion. A company officer of the Independent Contractor and the Independent Contractor’s lead for the services must attend the meeting, if required.

Award Basis and Term Award will be made ALL OR NONE to the responsive responsible vendor with the lowest Total Price, as provided on Exhibit B - Price Sheet. (IDJC will not accept responses that include software development.)

The term of the resulting Contract will be one (1) year, and may be amended, renewed or extended upon mutual agreement of the parties.

Response Complete Exhibit A – Specifications, Exhibit B – Price Sheet and the signature page, and e-mail, fax, mail, hand-deliver/courier or submit your quote (Quotation as defined in the Solicitation Instructions to Vendors) via IPRO (IPRO LOGIN) so that it is received at the location specified on the Signature Page prior to the deadline established above.

Quotes must be accompanied by a signed Signature Page, and must include all Required Submittal Items (see below).

If submitting via IPRO complete Exhibit B – Price Sheet AND in enter the Total Price from Exhibit B – Price Sheet in IPRO, and UPLOAD all Required Submittal Items.

Exhibit A – Specifications Exhibit B – Price Sheet Exhibit C – Special Terms and Conditions Appendix A – Idaho Terms and Conditions Background and Limitations Signature Page Solicitation Instructions to Vendors State of Idaho Standard Contract Terms and Conditions State of Idaho Standard Terms and Conditions for Cloud Services Written confirmation that the System you are quoting meets all of the specifications in Exhibit A – Specifications, with the exception of Requested, Not Required specifications

Written confirmation identifying which, if any, Requested, Not Required specifications (which are SPEC-2 and SPEC-9) found in Exhibit A - Specifications that the System you are quoting meets

If your quoted System will meet SPEC-2, include the description requested there

If your quoted System will meet SPEC-9, include the description requested there

Provide the description required in the first paragraph of SPEC-17

Provide a training schedule and a description of training materials as required in numbered paragraph 5 of SPEC-18

Exhibit B – Price Sheet

Signature Page

Exhibit A – Specifications

RFQ 177

Maintenance Management Software

(Below are the specifications for this RFQ. The System you quote must meet all of the specifications, with the exception of those identified as Requested, Not Required, unless you identify that you can meet specifications that are identified as Requested, Not Required. If you cannot meet any of these specifications, you may submit a question in writing to the contact for this RFQ by the date and time for written questions due. After the quotes are due and before the Contract is awarded, IDJC will not consider requests for changes to the specifications and will not accept quotes that don’t meet all of the specifications.

If the Vendor confirms that its System meets any Requested, Not Required specifications, prior to award of the Contract, IDJC will notify the apparent successful Vendor which, if any of them, will be included in the Contract. If included in the Contract, the Contractor’s System must meet those specifications.)

Specifications:

(SPEC-1) The System must have the functionality to have an inventory of thousands of Assets, with each Asset having its own individual inventory record. The System must also provide the functionality so that each Asset has, at a minimum, the following fields of information that IDJC will enter: (1) a description of the Asset with the functionality to enter at least one hundred (100) characters; (2) purchase price of the Asset; (3) purchase date of the Asset; (4) the life cycle of the Asset (such as “5 years”); (5) name of the Site where the Asset is located; and, (6) location (including, but not limited to building name, number or both and room) at the Site where it is stored.

Relating to #4 in the paragraph directly above, the System must have functionality that tracks the time left in calendar days for the life cycle of each Asset, but only for Assets for which IDJC enters a life cycle into the System.

The System must also have the functionality so that the Site system administrators and the overall system administrator can add, edit and delete Assets. The System must also have the functionality so that the Site system administrators and the overall system administrator can grant and revoke permissions to add, edit and delete Assets to maintenance staff (maintenance staff includes business operations specialists, facilities foremen and facilities craftsmen; it may also include other IDJC staff in the sole discretion of IDJC).

(SPEC-2) Requested, Not Required: Regarding SPEC-1, we request but do not require that the System have the functionality so that: (1) IDJC can leave any field blank at IDJC’s discretion; (2) IDJC can change the heading of the fields; and, (3) there is no limit to the number of Sites or locations within each Site. Attach a description of the System’s functionality (with “SPEC-2 Functionality” as its heading), if any, to perform these functions.

(SPEC-3) The System must have maintenance schedule functionality so that: (1) IDJC can enter and edit timeframes for maintenance on an unlimited number of Assets and for an unlimited number of maintenance needs per Asset; (2) the System notifies maintenance staff by Site when maintenance is due for Assets, and this notification shall be either an email to the maintenance staff or a notification to the maintenance staff within the System; (3) IDJC can enter and edit timeframes for replacement on an unlimited number of Assets; and, (4) the System notifies maintenance staff by Site when replacement is due for Assets.

(SPEC-4) The System must have work order management functionality so that: (1) IDJC can create an unlimited number of work orders for each Asset; (2) the System tracks the maintenance staff that is working on the work order, which IDJC must be able to edit if necessary, such as if another maintenance staff takes over the work; (3) the System tracks and shows how much time the maintenance staff has spent working on the work order; (4) maintenance staff can enter the nomenclature and cost of parts and materials used in working on the work order; (5) maintenance staff can enter cumulative notes that the System logs by date and time, identifying the status of the work, and if IDJC chooses to hire a contractor to perform the work, IDJC can enter the contractor’s company name, at a minimum; and, (6) the System requires a final status of the work order to be entered by the maintenance staff, such as “Work Order Complete”.

The System must also have the functionality so that users (any IDJC staff member) can submit work orders with the location of and description of the issue and information showing the user that submitted the work order. This functionality may be provided either by users sending emails to an address that will be received by the System or by users accessing the System directly via a System-provided portal that is solely for work order submission.

Additionally, the System must have the functionality so that users that submit work orders are provided: (1) an email the same day confirming that their work order has been received by the System; (2) an email generated through the System from maintenance staff in which the maintenance staff can tailor a response to update the user that submitted the work order, with no limit on the number of the characters in the email, and no limit as to the number of times that maintenance staff can provide update emails; and, (3) an email from the System when the maintenance staff enters the final status (see #6 in the first paragraph of SPEC-4).

Notifications of work orders must not be to any particular maintenance staff; however, they must be Site specific.

(SPEC-5) The System must have the functionality to print Asset reports, drawing on all of the information required in SPEC-1, and configurable for each report generated so that maintenance staff and system administrators can delete fields. Printing must be to pdf and csv, at a minimum, and the System must have the functionality so that the maintenance staff or system administrator can choose pdf, csv or both for each report generated.

(SPEC-6) The System must have the functionality to print maintenance schedule reports, drawing on all of the information required in SPEC-3, and configurable for each report generated so that maintenance staff and system administrators can delete fields. Printing must be to pdf and csv, at a minimum, and the System must have the functionality so that the maintenance staff or system administrator can choose pdf, csv or both for each report generated.

(SPEC-7) The System must have the functionality to print work order history reports, drawing on all of the information required in SPEC-4, and configurable for each report generated so that maintenance staff and system administrators can delete fields. Printing must be to pdf and csv, at a minimum, and the System must have the functionality so that the maintenance staff or system administrator can choose pdf, csv or both for each report generated.

(SPEC-8) The System must have the functionality to print reports that identify where an Asset is in its life cycle (see SPEC-1) (such as “Year 1 of 5”).

(SPEC-9) Requested, Not Required: Attach a description of the System’s functionality (with “SPEC-9 Functionality” as its heading), if any, to track and issue reports on (including any ad hoc reporting functionality) utility costs by building. If the System you quote has this functionality, printing must be to pdf and csv, at a minimum, and the System must have the functionality so that the maintenance staff or system administrator can choose pdf, csv or both for each report generated.

(SPEC-10) The System must maintain and make accessible to IDJC the information related to SPEC-1, SPEC-3 AND SPEC-4 (and SPEC-9, if provided by the Contractor) for the entire term of the Contract, and for at least sixty (60) calendar days after the Contract is expired or terminated.

(SPEC-11) The System must provide functionality so that IDJC can have an overall system administrator who can: (1) View all information in the System; (2) run reports an unlimited number of times, and at any time; and, (3) set and change the individuals who have the Site administrator role for each JCC an unlimited number of times, and at any time, without the need for the Contractor to set who the individuals are or make the changes.

(SPEC-12) The System must provide functionality so that IDJC can change who the overall system administrator is an unlimited number of times, and at any time, without the need for the Contractor to make the changes.

(SPEC-13) The System must provide functionality so that the overall system administrator can grant overall system administrator rights to a backup overall system administrator. The System must also provide functionality so that IDJC can change who that individual is an unlimited number of times, and at any time, without the need for the Contractor to make the changes.

(SPEC-14) The System must provide functionality so that IDJC can have at least five (5) Site system administrators who can, for their Site: (1) View all information in the System pertaining to their Site; (2) run reports an unlimited number of times, and at any time, pertaining to their Site; and, (3) perform functions in the System as maintenance staff if necessary.

NOTE: The burden of most of the administrative work in the System will be the responsibility of Site system administrators, rather than on the overall system administrator.

(SPEC-15) The software for the System must be provided via the cloud; IDJC will not accept on-premise software.

(SPEC-16) The System and the Contractor must not limit the number of users of the System.

(SPEC-17) The Contractor must complete all necessary implementation of the System (and training) and cause the System to go live (see Appendix C - Special Terms and Conditions, section C.2). IDJC will make at least one IDJC staff member at each Site available to the Contractor to provide information from time to time during implementation. Include a description of: (1) How much IDJC staff time at each Site you anticipate needing for implementation. (2) How long after award of Contract you intend to begin implementation. (3) Include a proposed schedule for implementing each Site. (Go live for each must occur as implementation and training for each location is completed.)

NOTE: The Contractor is responsible to enter all data related to Sites into the System, and IDJC will enter all data related to locations for each Site and will enter all data related to Assets into the System. Go-live can occur before IDJC enters its data.

Additionally, see the NOTE under numbered paragraph 4 in SPEC-18 regarding a right that IDJC reserves.

(SPEC-18) The training requirements that the Contractor must meet are as follows:

(1) The Contractor must provide in-person training to the overall system administrator covering the use of the System. The location of the training is JCC-Nampa, 1650 11th Ave. North, Nampa, ID 83687.

(2) The Contractor must provide in-person training to each Site administrator covering the use of the System. The locations of these trainings are JCC-Lewiston, 140 Southport Ave., Lewiston, ID 83501; JCC-Nampa, 1650 11th Ave. North, Nampa, ID 83687; and JCC-Saint Anthony, 2220 E. 600 N., Saint Anthony, ID 83445. (The training for the overall system administrator and the Site administrator for JCC-Nampa can occur at the same time.)

(3) The Contractor must provide in-person training to maintenance staff and users covering the use of the System. The locations of these trainings are JCC-Lewiston, 140 Southport Ave., Lewiston, ID 83501; JCC-Nampa, 1650 11th Ave. North, Nampa, ID 83687; and JCC-Saint Anthony, 2220 E. 600 N., Saint Anthony, ID 83445. (Specific training for Site system administrators can follow training provided to maintenance staff so that Site system administrators can receive maintenance staff training and then receive any remaining training specific to Site system administrators.)

(4) The Contractor must provide all in-person training for each location within ten (10) business days after acceptance, by Site.

NOTE: IDJC reserves the right to require training for JCC-Saint Anthony conducted first, and no later than six (6) months later, require all other training to be conducted.

(5) Provide a training schedule as part of your Quote. Also provide a description of any additional training that can be provided at no additional cost during the Contract’s term, such as remedial training or provision of training materials.

(If the Contractor provides the training materials in hard copy or electronically and considers any part(s) of the training materials to be trade secret or exempt from disclosure for any reason, the Contractor must identify this in a letter to IDJC on the Contractor’s letterhead no later than thirty (30) calendar days after award of Contract. The letter must provide in detail the specific basis (or bases) supporting the Contractor’s position that the parts of the training materials be treated as exempt from disclosure and how exempting the recordings complies with the Public Records Law.)

IDJC provided Information (this is not a specification):

(INFO-1) In addition to the overall system administrator and the overall system administrator’s back-up and five (5) Site administrators and their back-ups, IDJC anticipates that has a need for approximately twelve (12) maintenance staff in the System. IDJC does not guarantee any minimum or maximum number of users.

Exhibit B – Price Sheet

Maintenance Management Software

REV 2

This Exhibit B - Price Sheet must be submitted as part of your quote.

All prices must be firm and fixed. (IDJC may allow price adjustments at its discretion. The Contractor must request price adjustments no later than ninety (90) days before its requested date for implementing the price adjustment, and, the Contractor may not request price adjustments any more often that once annually.)

All prices must be FOB Destination.

All prices must be fully burdened, including, but not limited to, all operating and personnel expenses, such as: overhead, salaries, administrative expenses, travel, lodging, profit, out-of-pocket expenses and supplies.

Other than pricing allowed in the two (2) numbered paragraphs under Optional Pricing below, only prices entered on Exhibit B – Price Sheet will be part of the Contract, and the Contractor shall not assess any other fees or charges other than those listed as the on this Exhibit B - Price Sheet.

Optional Pricing

1. Vendors may attach Optional Pricing. Optional Pricing must not include anything required in Line Items 1 through 7 or SPEC-1 through SPEC-18. IDJC may choose to add any function or service identified in Optional Pricing to the Contract at the time of award, and, if so, IDJC will include it on the Contract Purchase Order when the Contract is awarded. IDJC may also choose add any function or service identified in Optional Pricing to the Contract at any time during the Contract’s term, and, if so, IDJC will issue a unilateral amendment to the Contract, and provide a copy of such to the Contractor.

2. If Vendors attach Optional Pricing, they must describe each optional function or service being priced, describe the pricing for each optional function or service and describe how long it will take to cause each function or service to go-live after notification by IDJC to begin the function or service.

For evaluation purposes, Optional Pricing will not be factored in the Total Price.

Do not alter this Exhibit B - Price Sheet. Altering this Exhibit B - Price Sheet may be cause for your quote to not be considered for award.

Do not submit pricing on any form or in any document other than this Exhibit B - Price Sheet. Providing your pricing on any form or in any document other than this Exhibit B - Price Sheet may be cause for your quote to not be considered for award.

In order for the Vendor’s quote to be considered for award, the Vendor must quote all Line Items.

Product and version number quoted as your System: _________________________________________

Line Item 1. Price for IMPLEMENTATION of the Maintenance Management Software.

(Leaving the space directly above blank means that you do not charge anything for implementation.)

Line Item 2. Price for TRAINING on the use of the Maintenance Management Software.

(Leaving the space directly above blank means that you do not charge anything for training.)

Line Item 3. Price for one full year (Year 1; the initial term) of providing Maintenance Management Software in accordance with the specifications and other requirements in the Contract.

Line Item 4. Price for one full year (Year 2; a renewal term) of providing Maintenance Management Software in accordance with the specifications and other requirements in the Contract.

Line Item 5. Price for one full year (Year 3; a renewal term) of providing Maintenance Management Software in accordance with the specifications and other requirements in the Contract.

Line Item 6. Price for one full year (Year 4; a renewal term) of providing Maintenance Management Software in accordance with the specifications and other requirements in the Contract.

Line Item 7. Price for one full year (Year 5; a renewal term) of providing Maintenance Management Software in accordance with the specifications and other requirements in the Contract.

Total Price: $ _________________________ (The Total Price is the sum of Line Items 1 through 7.)

For evaluation purposes, the following will not be factored in the Total Price: Describe the prices for any Requested, Not Required specifications that you are willing to provide, here:

Company Name (Vendor Name):

Contact Name/Phone:

Contact Email:

Exhibit C – Special Terms and Conditions

Maintenance Management Software

C.1 Costs Costs shall be as shown in the Contract’s Exhibit B – Price Sheet for the duration of the Contract (through the fifth year of the Contract; if the Contract is renewed to that point) unless otherwise agreed upon by the parties in the form of a mutual, written amendment to the Contract.

C.2 Acceptance (Section 18, Acceptance, of the State of Idaho Standard Contract Terms and Conditions shall not apply to the Contract.)

C.2.1 When the Contractor has completed implementation (see section 6, Billing Procedure, SPEC-17 of Exhibit A – Specifications and Exhibit B – Price Sheet), the Contractor shall submit a written request for acceptance of implementation, emailed to the IDJC Deputy Director. Acceptance shall not occur until the IDJC Deputy Director has provided it in writing to the Contractor. Within five (5) business days after the IDJC Deputy Director has provided written acceptance, the Contractor shall cause the System to go live, and the first full year of operation & maintenance shall begin.

C.2.2 When the Contractor has completed all training (see section 6, Billing Procedure, SPEC-18 of Exhibit A – Specifications and Exhibit B – Price Sheet), the Contractor shall submit a written request for acceptance of training, emailed to the IDJC Deputy Director.

C.2.3 Operation & maintenance (see 6, Billing Procedure and Exhibit B – Price Sheet) is considered accepted when the invoice is paid; however, the Contractor is responsible throughout the term of the Contract for the uptime (see section 18, Responsibilities and Uptime Guarantee in the State of Idaho Standard Terms and Conditions for Cloud Services), updating and any upgrading of the System.

C.3 Upgrades and Changes to the Contract At any time during the Contract’s term, the parties reserve the right to upgrade the System via mutual, written amendments to the Contract. Upgrades include but are not limited to changes to the System that improve its efficiency, increase its capacity, adding of modules and adding any a maintenance-related or inventory-related benefit to IDJC. (Upgrades as contemplated in this paragraph shall not be considered to be factored in the definition of Updates as found in the State of Idaho Standard Terms and Conditions for Cloud Services.)

Additionally, at any time during the Contract’s term, the parties reserve the right to make other changes to the Contract via mutual, written amendments to the Contract. Other changes may include but are not limited to the addition or deletion of certain requirements for features and functions of the System, or changes to or addition or deletion of various terms and conditions.

C.4 Records Maintenance The Contractor shall maintain or supervise the maintenance of all records necessary to properly account for all payments made to the Contractor pursuant to the Contract. These records shall be retained by the Contractor for at least three (3) years after the Contract terminates, or until all audits initiated within the three (3) years have been completed, whichever is later.

C.5 Audit Rights The Contractor agrees to allow State and Federal auditors and State purchasing staff access to all the records relating to the Contract, for audit, inspection, and monitoring of services or performance. Such access will be during normal business hours or by appointment.

C.6 Insurance Within five (5) business days of award of the Contract (or such other time as designated by the Purchasing Activity), the Contractor must provide certificates of insurance required herein and must maintain the insurance for the entire term of the Contract, including any renewal and extension terms. There are no provisions for exceptions to this requirement. Failure to provide the certificates of insurance within the five (5) business day period may be cause for your Contract to be terminated.

The Contractor shall carry liability and property damage insurance that will protect it and the State from claims for damages for bodily injury, including accidental death, as well as for claims for property damages, which may arise from operations under the Contract whether such operations be by themselves or by anyone directly or indirectly employed by either of them.

The Contractor shall not commence work under the Contract until it obtains all insurance required under this provision and furnishes a certificate or other form showing proof of current coverage to the State. All insurance policies and certificates must be signed copies.

C.6.1 Commercial General and Umbrella Liability Insurance. The Contractor shall maintain Commercial General Liability (CGL) and, if necessary, Commercial Umbrella insurance with a limit of not less than $1,000,000 each occurrence, $2,000,000 aggregate. If such CGL insurance contains a general aggregate limit, it shall apply separately to the Contract.

C.6.1.1 CGL insurance shall be written on ISO occurrence form CG 00 01 (or a substitute form providing equivalent coverage) and shall cover liability arising from premises, operations, independent contractors, products-completed operations, personal and advertising injury, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract).

C.6.2 Commercial Automobile and Commercial Umbrella Liability Insurance. The Contractor shall maintain Commercial Automobile Liability and, if necessary, Commercial Umbrella Liability insurance with a limit of not less than $1,000,000 each accident. Such insurance shall cover liability arising out of any auto (including owned, hired, and non-owned autos).

C.6.2.1 Bidder or Offeror may request a waiver from providing Commercial Automobile and Commercial Umbrella Liability Insurance in its Bid or Proposal if the Bidder or Offeror will not use any owned, hired or non-owned vehicles to conduct business under the Contract, if it is awarded the Contract, and the State will consider the request. If the Bidder or Offeror submits a request to waive the provision of Commercial Automobile and Commercial Umbrella Liability Insurance after the due date and time for receipt of Bids or Proposals, the State may not consider the request.

C.6.3 Workers Compensation Insurance and Employer's Liability. The Contractor shall maintain workers compensation in statutory amounts and employer's liability. The employer's liability shall have limits not less than $500,000 each accident for bodily insurance by accident, $500,000 disease policy limit, and $500,000 disease, each employee.

C.6.3.1 The Contractor must provide either a certificate of workers compensation insurance issued by a surety licensed to write workers compensation insurance in the State of Idaho, as evidence that the Contractor has in effect a current Idaho workers compensation insurance policy, or an extraterritorial certificate approved by the Idaho Industrial Commission from a state that has a current reciprocity agreement with the Idaho Industrial Commission.

C.6.4 Cyber Insurance. The Contractor must maintain Cyber Insurance covering claims resulting from wrongful acts committed in the performance of, or failure to perform, all services under the agreement, including, without limitation, claims, demand, and any other payments related to electronic or physical security, breaches of confidentiality and invasion of or breaches of privacy.

This coverage must include Internet Media Liability including cloud computing and mobile devices, for protection of private or confidential information whether electronic or non-electronic, network security and privacy; privacy against liability for system attacks, digital asset loss, denial or loss of service, introduction, implantation or spread of malicious software code, security breach, unauthorized access and use; including regulatory action expenses; and notification and credit monitoring expenses with at least the minimum limits as listed below.

Each Occurrence – $1,000,000 Network Security / Privacy Liability –$1,000,000 Breach Response/ Notification Sublimit – A minimum limit of 50% of the policy aggregate.

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

C.6.5 State of Idaho as Additional Insured: The liability insurance coverage required for performance of the Contract shall include the State, IDJC and their divisions, officers and employees as additional insured, but only with respect to the Contractor’s activities to be performed under the Contract.

C.6.5.1 The Contractor must provide proof of to the State, IDJC and their divisions, officers and employees being additional insured by providing endorsements to the liability insurance policies showing the State, IDJC and their divisions, officers and employees as additional insured. The endorsements must also show the policy numbers and the policy effective dates.

C.6.5.2 If a liability insurance policy provides for automatically endorsing additional insured when required by contract, then, in that case, the Contractor must provide proof of the State, IDJC and their divisions, officers and employees being additional insured by providing copies of the policy pages that clearly identify the blanket endorsement.

C.6.6 Notice of Cancellation or Change: The Contractor shall ensure that should any of the above described policies be cancelled before the expiration date thereof, or if there is a material change, potential exhaustion of aggregate limits or intent not to renew insurance coverage(s), that written notice will be delivered to the Division of Purchasing (if the Contract was issued by the Division) or to the Purchasing Activity (contracting state agency) in accordance with the policy provisions.

C.6.7 The Contractor shall further ensure that all policies of insurance are endorsed to read that any failure to comply with the reporting provisions of this insurance, except for the potential exhaustion of aggregate limits, shall not affect the coverage(s) provided to the State, IDJC and their divisions, officers and employees.

C.6.8 Acceptable Insurers and Deductibles: Insurance coverage required under the Contract shall be obtained from insurers rated A-VII or better in the latest Bests Rating Guide and in good standing and authorized to transact business in Idaho. The Contractor shall be financially responsible for all deductibles, self-insured retention’s and/or self-insurance included hereunder. The coverage provided by such policy will be primary to any coverage of the State on or related to the Contract and shall provide that the insurance afforded applies separately to each insured against whom a claim is made, except with respect to the limitation of liability.

C.6.9 Waiver of Subrogation: All policies shall contain waivers of subrogation. The Contractor waives all rights against the State, IDJC and their divisions, officers and employees for recovery of damages to the extent these damages are covered by the required policies. Policies may contain deductibles but such deductibles will not be deducted from any damages due to the State.

C.7 Licenses, Permits and Fees The Contractor must, without additional expense to IDJC, obtain all required licenses and permits and pay all fees necessary for executing the provisions of this Contract unless specifically stated otherwise herein.

C.8 Service Warranties (Section 9, Warranty, of the State of Idaho Standard Terms and Conditions for Cloud Services shall not apply to the Contract.) Notwithstanding any other term in the State of Idaho Standard Contract Terms and Conditions, the State of Idaho Standard Terms and Conditions for Cloud Services, the State of Idaho Solicitation Instructions to Vendors, or the Contractor’s Proposal, the following warranties and requirements shall apply to the Contract:

C.9 Planned Outages of Service The Contractor must provide IDJC at least forty-eight (48) hours’ advance notice, via e-mail to the IDJC Deputy Director, of any planned outages (including but not limited to due to maintenance). Planned outages must be scheduled with IDJC to minimize disruptions, and must take place during IDJC’s regular business hours (Monday through Friday; 8:00 a.m. to 5:00 p.m. Mountain Time). If the Contractor finds that it’s absolutely necessary for a planned outage to occur during a different timeframe, the Contractor must obtain written consent from the IDJC Deputy Director at least forty-eight (48) hours before the planned outage is to occur.

C.10.2 The Indemnified Party must notify the Contractor within a reasonable time after receiving notice of an Intellectual Property Claim. Even if the Indemnified Party fails to provide reasonable notice, the Contractor shall not be relieved from its obligations unless the Contractor can demonstrate that it was prejudiced in defending the Intellectual Property Claim resulting in increased expenses or loss to the Contractor.

C.10.3 If the Contractor promptly and reasonably investigates and defends any Intellectual Property Claim, it must have control over the defense and settlement of it, subject to the approval and written consent of the Idaho Attorney General, provided that when substantial principles of government or public law are involved, when litigation might create precedent affecting future State operations or liability, or when involvement of the State is otherwise mandated by law, the State may participate in such action at its own expense with respect to attorneys’ fees and costs but not liability.

C.10.4 The Indemnified Party will consent in writing for any money damages or obligations for which it may be responsible. The Indemnified Party will furnish, at the Contractor’s reasonable request and expense, information and assistance necessary for such defense. If the Contractor fails to vigorously pursue the defense or settlement of the Intellectual Property Claim, the Indemnified Party may assume the defense or settlement of it and the Contractor shall be liable for all costs and expenses, including reasonable attorneys’ fees and related costs, incurred by the Indemnified Party in the defense or settlement of the Intellectual Property Claim.

C.10.5 Should the System become, or in the Contractor’s opinion is likely to become, the subject of a claim of infringement or violation of an Intellectual Property Claim, the State will permit the Contractor, at its option and expense, either to procure for the State the right to continue using the System, or to replace or modify the System so that the System becomes non-infringing. If none of these options can reasonably be taken, or if the use of the System by the State will be prevented by injunction, the Contractor agrees to make every reasonable effort to assist the State in procuring a substitute replacement of the service. If, in the sole opinion of the State, the replacement of the System is unacceptable, the State will then have the option of terminating the Contract, or applicable portions thereof, without penalty or termination charge. The Contractor agrees to refund any sums the State has paid the Contractor less any reasonable amount for use or damage.

C.11 Remedies If at any time the System fails to meet requirements of the Contract, the State may, at its sole discretion, require any of the following remedial actions, taking into account the nature of the deficiency:

C.12 No FedRAMP Requirement Section 10 (Data Protection), paragraph G (FedRAMP) of the State of Idaho Standard Terms and Conditions for Cloud Services shall not apply to the Contract.

C.13 Other Changes to the State of Idaho Standard Terms and Conditions

C.13.1 Section 1 (Definitions), paragraph G (Service) of the State of Idaho Standard Terms and Conditions for Cloud Services shall not apply to the Contract.

C.13.2 Unless specifically addressed in sections C.13.2.1 through C.13.2.3 below, all instances of “Service” in the State of Idaho Standard Terms and Conditions for Cloud Services are changed to read “System” or “the System”, as appropriate.

C.13.2.1 Section 1 (Definitions), paragraph K (Update) of the State of Idaho Standard Terms and Conditions for Cloud Services is changed to read as follows:

“K. Update - An enhancement, repair, patch or fix to the System.”

C.13.2.2 Section 6 (Service Failure or Damage) of the State of Idaho Standard Terms and Conditions for Cloud Services is changed to read as follows:

“6. System Failure or Damage: In the event of System failure or damage caused by Contractor or the System, the Contractor agrees to restore the System within twenty-four (24) hours after failure or damage is sustained, unless otherwise specified in the Contract, or agreed to in writing by the State.”

C.13.2.3 The first sentence of section 10 (Data Protection) paragraph E (Data Location) in the State of Idaho Standard Terms and Conditions for Cloud Services is changed to read as follows:

“The Contractor shall provide the System to the State and its end users solely from data centers within the United States; and storage of State Data at rest shall be located solely in data centers within the United States.”

C.14 Notices See section 29, Notices, in the State of Idaho Standard Contract Terms and Conditions. Section 29.A is changed to read:

“A. For notice to the State, the address, phone and facsimile number are:

Idaho Department of Juvenile Corrections 954 W. Jefferson St.

Boise, ID 83702

OR

P.O. Box 83720 Boise, ID 83720-0285 Phone: 208-334-5100 Fax: 208-334-5120

Additionally, for notice to the State, the email address to use is jason.urquhart@idjc.idaho.gov, courtesy copied to jen.callahan@idjc.idaho.gov.”

C.15 Priority of Documents See section 34, Priority of Documents, in the State of Idaho Standard Contract Terms and Conditions. The last paragraph of section 34 is changed to read:

“Where terms and conditions specified in the Contractor's Bid, Proposal or Quotation differ from the terms in the Solicitation, the terms and conditions in the Solicitation shall apply. Where terms and conditions specified in the Contractor’s Bid, Proposal or Quotation supplement the terms and conditions in the Solicitation, the supplemental terms and conditions shall apply only if specifically accepted by the Idaho Department of Juvenile Corrections in writing.”

C.16 Vendor-Submitted Documents If the Vendor desires any of its documents containing terms and conditions to become part of the Contract, it must submit them as part of its quote.

IDJC will not sign those documents, and will only incorporate those documents as exhibits to the Contract, and the terms, conditions and requirements in such documents will be without effect.

(NOTE: We cannot enter into negotiations (except in very limited circumstances and only after obtaining certain authorization), even to edit terms and conditions, after the RFQ has closed (after the date that quotes are due). Therefore, vendors should submit individual terms and conditions, not entire documents, as written questions by the written questions due date, and IDJC may consider such terms and conditions for inclusion in the Contract.)

C.17 Third-Party Agreements, Terms and Conditions IDJC can only contract with one party, and so cannot agree to third-party terms and conditions. Any third-party terms and conditions or other documents submitted by the vendor with its quote may be incorporated into the Contract as exhibits, but the terms, conditions and requirements in such documents will be without effect.

C.18 No Acceptance of or Agreement to Click-Through Terms and Conditions If the maintenance management software provided by the Contractor includes click-through terms and conditions, even if an IDJC staff member clicks through those terms and conditions indicating acceptance, such acceptance is void.

The only terms and conditions that are applicable to the Contract are those in the Contract.

C.19 Contractor-Provided Support The Contractor must provide unlimited phone and email support throughout the entire term of the Contract, available for contact for no less than 9:00 a.m. to 5:00 p.m. Mountain time every Monday through every Friday, excepting federal holidays (these are business days). Support includes but is not limited to, troubleshooting System errors and issues and providing guidance to users and administrators on use of the System.

Response time to emails and calls must be within two (2) hours of IDJC placing the call or sending the email. If calls are made or emails are sent at 3 p.m. or later during the days contemplated in the above paragraph, the Contractor must respond no later than 10 a.m. the next business day.

The Contractor must provide the phone number(s) and email address(es) for support no later than go-live.

C.20 Ownership or Operation by China Pursuant to Idaho Code section 67-2359, the Contractor certifies that it is not currently owned or operated by the government of China and will not for the duration of…