RFQ108 - Attachment 4 - Bridge Analysis Design and Rating Software - Special Terms and Conditions.docx

RFQ108

BRIDGE ANALYSIS, DESIGN AND RATING SOFTWARE

TERMS AND CONDITIONS

These Terms and Conditions replace any conflicting terms in the attached State of Idaho Standard Terms and Conditions document. Where not in conflict, these Special Terms and Conditions supplement the State of Idaho Standard Terms and Conditions document.

1. CONTRACTOR RESPONSIBILITIES

The Contractor is responsible for the delivery of all Services under the Contract. The Contractor will assign a sole point of contact, such as a Project Manager, for contractual matters, including payment of charges resulting from the delivery of the contracted services. All services are subject to inspection and evaluation of ITD. This person will work closely with the ITD’s Bridge Team to ensure that the scope and direction of the project are delivered on schedule and within budget.

In addition, the Contractor has the following responsibilities:

1.1. Should a third-party claim prevail, inhibiting ITD’s use of the System, the Contractor shall, at its own expense, secure all required resources necessary to ensure uninterrupted System up to and including replacement of the service.

1.2. The Contractor shall not assign without the prior written permission of the Administrator of the DOP.

1.3. The Contractor shall not alter or modify any term of the Contract. Any request to alter or modify shall be presented to ITD Contract Owner. ITD will then process the Contract change request form with the DOP with no less than thirty (30) calendar days’ written notice from the desired effective date of an alteration or modification. No alteration or modification will become effective without the issuance of an amendment to the Contract by the State.

1.4. The System shall be delivered in accordance with the Contract and to all specific claims and specifications provided in this Contract and the Offeror’s Proposal.

1.5. The System shall be suitable for any particular purposes identified in the Contract for which the State has relied on the Contractor’s skill or judgment.

1.6. The System shall not infringe or violate any intellectual property right.

1.7. The System shall perform without the creation of errors in State Data, the loss of State Data, or the inability to access State Data due solely to the Service.

1.8. The System shall not contain viruses, bombs, or disabling devices.

1.9. The System in whole or in part shall not infringe upon an enforceable patent, copyright, trade secret, trademark, or other proprietary rights. The Contractor knows of no action or proceeding of any kind pending, or to its knowledge, threatened against, by or affecting it or the software used to provide the Service or any documentation, which if decided, is adverse to the Contractor and could adversely affect the Contractor’s ability to perform or complete its obligations under the Contract.

2. SUBSCRIPTION TERMS

Contractor grants to the State a license to (i) access and use the Service for its business purposes; (ii) use underlying software as embodied or used in the Service; and (iii) view, copy, upload, and download (where applicable), and use Contractor’s documentation.

3. DATA

3.1. DATA ACCESS CONTROL

The Contractor shall provide access to State Data only to those Contractor employees and subcontractors (“Contractor Staff”) who need to access the State Data to fulfill Contractor’s obligations under the Contract. Contractor shall not allow access to the State’s User accounts or State Data, except during Data Center operations, in response to Service or technical issues, as required by the express terms of these State of Idaho Special Terms and Conditions, or at the State’s written request. The Contractor shall not use any information collected in connection with the Service provided under the Contract for any purpose other than fulfilling the Service. The Contractor shall not share State Data with its affiliates or any third party without the State’s express written consent. The Contractor shall train their staff on the State Data protection requirements of this Contract. The Contractor shall confirm in writing that their staff has received this training prior to ITD providing access to the State Data. The Contractor shall review Data protection requirements with their staff each year.

3.2. DATA OWNERSHIP

The State shall own and retain all rights and unrestricted access to 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. Additionally, the State retains the right to backup State Data at its own Data Center. The Contractor shall not collect, access, or use State Data except (1) during Data Center operations pursuant to Service provided under this Contract, (2) in response to Service or technical issues, (3) as required or expressly allowed by the terms of the Contract, or (4) at the State's written request. Except as expressly allowed by the terms of the Contract, State Data may not be used in any other way by the Contractor. The State data shall not be copied, shared, disclosed, rented, sold, or used for any other uses unless permitted in writing by the State. These obligations shall extend beyond the term of the Contract in perpetuity.

3.3. CLOUD DATABASE MANAGEMENT

The Contractor shall regularly manage, maintain, and apply all updates and security patches to primary and backup databases at no additional cost to ITD. The database software updates shall not impact production data.

3.4. DATA STORAGE LOCATION

The Contractor shall provide its Service to the State and its end Users solely from primary and backup Data Centers. The storage of State Data at rest shall be located solely in Data Centers within the contiguous borders of the United States of America. The backup Data Center shall be separated from the primary Data Center by at least three hundred (300) miles geographically. The Contractor shall not allow its personnel or subcontractors to store State Data on portable devices, except for devices used and kept only at its U.S. Data Centers. Each Data Center operated by the Contractor to support the Contract shall be within a physical security perimeter to prevent unauthorized access, and physical entry controls shall be in place so that only authorized personnel can have access to State Data and State-written applications. Contractor may use State Data on portable devices for the purpose of providing technical support or troubleshooting. Contractor must destroy the copies of the State data on portable devices upon completion of the technical support or troubleshooting task.

3.5. DATA PROTECTION

Protection of personal privacy and State Data shall be an integral part of the business activities of the Contractor to ensure there is no inappropriate or unauthorized use of State Data at any time. To this end, the Contractor shall safeguard the confidentiality, integrity, and availability of State Data and comply with the following conditions:

A. All Non-Public State Data shall be encrypted at rest and in transit with controlled access. Unless otherwise provided in the Contract, the Contractor is responsible for the encryption of the Non-Public State Data. All encryptions shall be consistent with cryptography standards in National Institute of Standards and Technology (NIST) FIPS 140-2.

B. The Contractor shall permit Contractor staff to access State Data remotely only as required to provide technical support.

C. The Contractor shall segregate and distinguish the State Data from the data of other parties by virtue of labels, documented explanations, or physical and logical controls.

3.6. RETURN OF DATA

Upon termination of the Contract, whether by natural expiration, non-renewal, termination for cause, or any other method, the Contractor shall implement an orderly return of State’s data. The Contractor shall (1) provide the data in a format acceptable to ITD within seven (7) calendar days of the notification of termination; or (2) within any period outlined in Section 3.7 below, or the Contractor shall allow State access to extract its data from the System.

During the term of the Contract, the State may request a copy of any State Data held by the Contractor. The Contractor shall provide the State Data in a format acceptable to ITD within thirty (30) calendar days of the request, or instead, the Contractor may decide to allow State access to extract its data from the System. If State is to extract the data, the Contractor shall facilitate the State’s extraction of State Data and State-written applications by providing all necessary access and tools for extraction at no additional cost to State, and the State Data shall be unencrypted.

3.7. DISPOSAL OF DATA

The Contractor shall not intentionally erase State’s Data for at least sixty (60) calendar days following the termination of the Contract, unless authorized to do so in writing by the State.

After the sixty (60) calendar days described above, the Contractor shall have no obligation to maintain or provide any State Data or to maintain any State-written applications and shall thereafter, unless legally prohibited, delete all State Data and State-written applications (in all forms) within its systems or otherwise in its possession or under its control. State Data and State-written applications shall be permanently deleted and shall not be recoverable in accordance with National Institute of Standards and Technology (NIST)-approved methods. Certificates of destruction shall be provided to State no later than ninety (90) calendar days after termination or expiration of the Contract.

The Contractor shall maintain the confidentiality and security of State Data and State-written applications during any transition or transfer and thereafter for as long as the Contractor possesses State Data and State-written applications.

4. LICENSES, PERMITS, HARDWARE, AND FEES

Without additional expense to ITD, the Contractor shall obtain all required licenses, permits, and hardware and pay all fees necessary for executing the provisions of this Contract unless specifically stated otherwise herein.

5. SAFETY INFORMATION

5.1. The Contractor assumes full responsibility for the safety of its employees, equipment, and supplies.

5.2. The Contractor guarantees that all Services provided by the Contractor in the performance of this Contract meet or exceed those requirements and guidelines established by the Occupational Safety and Health Act, Consumer Product Safety Council, Environmental Protection Agency, or other applicable regulatory agencies.

6. PRICING, LENGTH OF, AND RENEWALS

The initial term of the Contract is for implementation, training, Go Live, and six (6) full years of Service after Go Live of the System. After the initial term, the State may exercise annual renewals for Service, including upgrades, licensing, and any other fees per the firm/fixed pricing offered by the Offeror in its Cost Proposal.

After the initial Contract term and upon mutual agreement, the parties may renew the Contract on an annual basis for up to six (6) additional one-year periods. Any renewal after the expiration of the offered firm/fixed price renewals shall not exceed a three percent (3%) increase over the previous year’s renewal term. All other terms and conditions shall remain in effect for all renewals unless the Contract is amended by mutual written agreement.

7. SERVICE WARRANTIES

Notwithstanding any other term in the State of Idaho Standard Contract Terms and Conditions, State of Idaho Solicitation Instructions To Vendors, or the Offeror’s Proposal, the following warranties apply to the Contract. The Contractor represents and warrants that:

7.1. The Contractor has the full power and authority to grant ITD full access to the System provided by the Contractor for the sole purpose of full utilization of the Service required under the Contract.

7.2. The Contractor has no ownership interest in State Data and that it will not use or disclose State Data outside the scope of the Contract without the written permission of ITD. State Data is, and at all times, will remain the exclusive property of ITD.

7.3. The Contractor shall keep all required licenses, maintenance, and upgrades to the hardware, software, and networking elements comprising the System up to date and current.

7.4. The Contractor shall not suspend or terminate Service for any cause other than breach, term of Contract, or scheduled maintenance.

8. TERMINATION CLAUSES

8.1. TERMINATION FOR CONVIVENCE

8.1.1. ITD may terminate the Contract at any time without penalty by giving thirty (30) calendar days written notice to the Contractor of such termination or negotiating with the Contractor an effective date. Contractor shall be entitled to payment for deliverables in progress, to the extent work has been performed satisfactorily.

8.2. TERMINATION FOR CAUSE

8.2.1. ITD may terminate the Contract upon written notification to the Contractor if at any time:

8.2.2. The Contractor is in breach of any warranty, term, condition, covenant, or obligation under the Contract;

8.2.2.1. Judicial interpretation of federal or State laws, regulations, or rules renders fulfillment of the Contract infeasible or impossible; or

8.2.2.2. The Contractor fails to comply with any applicable law, regulation, or rule.

8.3. UPON TERMINATION FOR CAUSE, THE STATE SHALL:

8.3.1. Receive reimbursement from the Contractor for losses incurred as a result of the Contractor's breach; and,

8.3.2. Pay all unpaid fees to the Contractor within thirty (30) calendar days following the provision of a final invoice detailing all outstanding fees and the Services, explicitly contracted under this agreement, rendered to the State.

8.4. UPON TERMINATION FOR CAUSE, THE CONTRACTOR SHALL:

8.4.1. Cease providing service at a time to be determined by the State;

8.4.2. Place no further subcontracts for materials or services needed in providing Service to State, except as necessary to complete any continuing portion of the Contract;

8.4.3. Terminate all subcontracts to the extent they relate to the work terminated;

8.4.4. Settle all outstanding liabilities and termination settlement Proposals arising from the termination of subcontracts; and

8.4.5. Deliver or otherwise make available to State all data, reports, estimates, summaries, and such other information and materials as may have been accumulated by the Contractor in performing the Service, whether completed or in process.

9. NOTICE TO DISCONTINUE SERVICE

The Contractor shall notify ITD at least twenty-four (24) months prior to Contract expiration of intent not to renew the Contract.

10. NOTICE TO CURE

If the Contractor is in breach of any warranty, term, condition, covenant, or obligation under the Contract, the State may provide notification to the Contractor and opportunity to cure in writing, but the State is not obligated to allow to Contractor to cure. This notice will: (1) specify in reasonable detail the nature of the breach; (2) provide the Contractor with an opportunity to cure, which will be requested in writing; and (3) shall specify the effective date of termination in the event the Contractor fails to correct the breach. The Contractor shall present the State with a written request detailing its efforts to resolve the problem and the period for such resolution.

11. REMEDIES

If at any time the Contractor is in breach of any warranty, term, condition, covenant, an obligation under the Contract, or Service Level Agreement (SLA), the State may, at its sole discretion, require any of the following remedial actions, considering the nature of the deficiency:

11.1. In addition to any remedies available to the State under law or equity, the State may at its sole discretion require one (1) or more of the following remedial actions if any of the System does not conform to Contract requirements: (1) require Contractor to subcontract all or part of the Contract at no additional cost to the State; (2) require payment of actual damages caused by the deficiency; (3) withhold and reduce payment; (4) terminate the Contract pursuant to Section 2 in the State of Idaho Standard Contract Terms and Condition document, in addition to any remedies imposed by the State. In the event of unauthorized release of Personal Identifiable information due to a breach of the security of the System as defined in Idaho Code 28-51-104, in addition to any of the above remedies that the State may impose, Contractor shall provide the requirements as defined in Idaho Code 28-51-105 to rectify the breach and shall provide notification to all affected individuals.

12. SURVIVAL OF TERMS

Any termination, cancellation, or expiration of the Contract notwithstanding, provisions which are intended to survive and continue shall survive and continue.

13. CONFIDENTIALITY OF RECORDS

Subject to the Idaho Public Records Act, strict standards of confidentiality of records and information shall be maintained in accordance with applicable State and federal law. All material and information, regardless of form, medium, or method of communication, provided to the Contractor by the ITD or acquired by the Contractor on behalf of ITD shall be regarded as confidential information in accordance with the provisions of applicable State and federal law, State and federal rules and regulations, departmental policy, and ethical standards. Department policies and ethical standards are available to the Contractor upon request. Such confidential information shall not be disclosed, and the Contractor shall take all necessary steps to safeguard the confidentiality of such material or information in conformance with applicable State and federal law, State and federal rules and regulations, departmental policy, and ethical standards.

14. INSURANCE REQUIREMENTS

The Contractor shall carry liability and property damage insurance that will protect it and the State of Idaho 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 the Contractor or by any Subcontractor, as detailed below.

The Contractor shall not commence work under the Contract until all proof of insurance required under this provision has been provided to the State. All insurance policies and certificates shall be signed copies. After work commences, the Contractor shall keep in force all required insurance until the Contract is terminated. The Contractor shall provide certificate(s) of insurance, evidencing the coverage outlined below:

14.1. COMMERCIAL GENERAL AND UMBRELLA LIABILITY INSURANCE

The Contractor shall maintain commercial general liability (CGL) and, if necessary, commercial umbrella insurance with a Four Million Dollar ($4,000,000) for each occurrence with a Four Million Dollar ($4,000,000) Aggregate.

CGL insurance shall be written on International Organization for Standardization (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).

14.2. WORKERS COMPENSATION

The Contractor and all employers providing work, labor, or materials under this Contract are subject employers under Idaho or relevant State and Federal Worker’s Compensation Law and shall comply with all relevant statutes regarding Workers Compensation. For the duration of this Contract, and until all work specified herein is complete, the Contractor and all employers providing work, labor, or materials under this Contract shall provide Workers’ Compensation coverage that satisfies jurisdictional law for all their subject workers. Upon request, the Contractor shall provide either a Certificate of Workers’ Compensation Insurance issued by a surety licensed to write Workers’ Compensation Insurance in the State of jurisdiction, as evidence that.

14.3. EMPLOYER’S LIABILITY

This coverage is written in conjunction with Worker’s Compensation and provides insurance for the employer’s liability to its employees in circumstances where the injury is not covered by the Worker’s Compensation Law, and the employer may be subject to common law liability. The commercial umbrella and/or employer’s liability limits shall not be less than One Million Dollars ($1,000,000) each accident for bodily insurance by accident or One Million Dollars ($1,000,000) for each employee for bodily injury by disease.

14.4. CYBER RISK INSURANCE

Contractor shall 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 is to 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 listed below:

Each Occurrence – $3,000,000 Network Security / Privacy Liability –$3,000,000 Breach Response/ Notification Sublimit – A minimum limit of 50% of the policy aggregate

14.5. STATE OF IDAHO AS ADDITIONAL INSURED

The liability insurance coverage required for the performance of the Contract shall include the State of Idaho, Idaho Department of Transportation as well as the State of Idaho, Division of Purchasing, its officers, and employees as additional insured’s, but only with respect to the Contractor’s activities to be performed under this Contract.

14.6. ADDITIONAL TERMS

The Contractor shall provide proof of the State of Idaho, its officers, and employees being additionally insured by providing endorsements to the liability insurance policies showing the State of Idaho, its officers, and employees as additional insured. The endorsements shall also show the policy numbers and the effective policy dates. If a liability insurance policy provides for automatically endorsing additional insured when required by Contract, then, in that case, the Contractor shall provide proof of the State of Idaho, the (agency) and its divisions, officers, and employees being additionally insured by providing copies of the policy pages that clearly identify automatic endorsement.

14.7. NOTICE OF CANCELLATION OR CHANGE

The Contractor shall ensure that all policies of insurance are endorsed to read that there shall be no cancellation, material change, potential exhaustion of aggregate limits, or intent not to renew insurance coverage(s) without thirty (30) calendar day’s prior written notice from the Contractor or its insurer to the State Division of Purchasing. 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 of Idaho, its officers and employees (s) provided to the State of Idaho, its officers and employees.

15. SOFTWARE CONTINUOUS SUPPORT

In the event that the Contractor will no longer support the contracted System, it shall give ITD 60 (Sixty) business days’ written notice of such change. Subsequently, the Contractor will provide support for the Contracted System for up to 2 (two) years, or until the State is able to Contract, implement, and replace the System. The State will make best efforts to find and implement a replacement System in as short a period as possible.

16. SHARED SECURITY RESPONSIBILITIES

The Contractor and the State agree that security responsibilities are shared. The Contractor is responsible for providing a secure infrastructure and access to the cloud application per the Contract. The State is responsible for State operating system, firewalls, and other logs captured within the operating system. If there are other shared responsibilities, they shall be identified within the Contract. (Note: State agencies are required to adhere to the NIST Cyber Security Framework as provided in Executive Order 2017-02.)

17. DISCLOSURE OF PERSONAL INFORMATION

The Contractor shall report to ITD any instances of unauthorized disclosure of personal information (as defined in Idaho Code Section 49-117) that come to the attention of the Contractor per Idaho Code Section 28-51-105. The Contractor shall make any such report within twenty-four (24) hours after the instance has come to the Contractor’s attention. At the sole discretion of ITD, the Contractor shall provide no-cost credit monitoring services for individuals that are deemed to be part of potential disclosure. The Contractor shall bear the cost of notification to individuals having personal identity information involved in a potential disclosure event, including individual letters and/or public notice.

18. SECURITY INCIDENT AND DATA BREACH RESPONSIBILITIES

In the event of a Security Incident or Data Breach, the Contractor shall:

A. Notify the State-designated contact(s) by telephone within twenty-four (24) hours, unless a shorter time is required by applicable law if the Contractor has confirmed that there is, or the Contractor reasonably believes that there has been, a Security Incident or Data Breach. The Contractor shall (1) immediately quarantine all State Data from external access, (2) cooperate with the State as requested by the State to investigate and resolve the Security Incident or Data Breach, (3) promptly implement remedial measures, if necessary, (4) (for a Data Breach) identify to the State if the Contractor knows the following, the persons affected, their identities and the State Data disclosed, (5) document all identified unauthorized changes and access gained during the incident or breach, to also include the means of ingress, what methods were used to identify the incident or breach, and (6) document responsive actions taken to prevent future incidents related to the Security Incident or Data Breach, including any post-incident review of events and actions taken to make changes in business practices in providing the Service, if necessary.

B. Unless otherwise stipulated in the Contract, if a Data Breach is a direct result of Contractor’s breach of its contractual obligation to encrypt Non-Public State Data or otherwise prevent its release as reasonably determined by the State, the Contractor shall bear the costs associated with (1) the investigation and resolution of the Data Breach including any fines and penalties imposed on the State; (2) notifications to individuals, regulators or others required by federal and state laws or as otherwise agreed to by the State and the Contractor; (3) a credit monitoring service required by state (or federal) law or as otherwise agreed to by the State and the Contractor; (4) a website or a toll-free number and call center for affected individuals required by federal and state laws; all not to exceed the average per-record per person cost calculated for Data Breaches in the United States (as of January 2019, $217 per record/person) in the most recent Cost of Data Breach Study: Global Analysis published by the Ponemon Institute at the time of the Data Breach; and (5) complete all corrective actions as reasonably determined by Contractor based on root cause.

C. Incident Response: The Contractor may need to communicate with outside parties regarding a Security Incident or Data Breach, which may include contacting law enforcement, fielding media inquiries, and seeking external expertise as mutually agreed upon between the State and the Contractor in writing, defined by law or contained in the Contract. Discussing Security Incidents with the State shall be handled on an urgent as-needed basis, as part of the Contractor’s communication and mitigation processes as mutually agreed upon between the State and the Contractor in writing, defined by law, or as delineated in the Contract.

19. NOTIFICATION OF LEGAL REQUESTS

The Contractor shall contact the State upon receipt of any electronic discovery, litigation holds, discovery searches, and expert testimonies related to State Data under the Contract, or which in any way might reasonably require access to State Data. The Contractor shall not respond to subpoenas, Service of process, or other legal requests related to the State without first notifying and obtaining the approval of the State unless prohibited by law from providing such notice.

20. RESPONSIBILITIES AND UPTIME AGREEMENT

The Contractor shall be responsible for the funding, acquisition, provision, and operation of all hardware, software, and network support related to the Service being provided. The technical and professional activities required for establishing, managing, and maintaining the environments are the Contractor’s responsibilities. The Contractor shall give a minimum of five (5) business days advance written notice (or as otherwise identified in the Contract) to the ITD Contract Monitor of any Updates that may impact the availability of Service or performance.

21. CHANGE CONTROL

The Contractor shall provide Updates to State at no additional cost when Contractor makes such Updates generally available to its Users.

22. ACCESS TO SECURITY LOGS AND REPORTS

The Contractor shall retain and provide ITD upon request real-time log access as well as historical logs of the Service. Additionally, the Contractor shall support continuous and real-time exporting of logs to a log management solution using industry-standard methods for log transfer. Unless specified otherwise in the Contract, reporting and logs shall include but not be limited to latency statistics, System performance statistics, user access logs, user access IP address, user access history, security logs, changes to the System by any user or System process, event logs, changes in user access, adding or removal of users to the System, unauthorized access attempts, and policy modifications for the Service provided under the Contract.

23. USE OF NAMES

The Parties agree that they will not, prior to, in the course of, or after performance under this Contract, use the Party’s name in any advertising or promotional media as a customer or client without the prior written consent of both Parties.

24. EXAMINATION AND AUDIT

The Contractor agrees that State or its designated representative shall have the right to review and copy any records and supporting documentation pertaining to the performance of this Contract. The Contractor agrees to maintain such records for possible audit for a minimum of three (3) years after final payment unless a longer period of records retention is stipulated. The Contractor agrees to allow the auditor(s) access to such records during normal business hours and to allow interviews of any employees or others who might reasonably have information related to such records. Further, the Contractor agrees to include a similar right of ITD to audit records and interview staff in any subcontract related to the performance of this Contract.

25. RESTRICTIONS ON AND WARRANTIES – ILLEGAL ALIENS

The Contractor warrants this Contract is subject to Executive Order 2009-10 [http://gov.idaho.gov/mediacenter/execorders/eo09/eo_2009_10.html]; it does not knowingly hire or engage any illegal aliens or persons not authorized to work in the United States; it takes steps to verify that it does not hire or engage any illegal aliens or persons not authorized to work in the United States; and that any misrepresentation in this regard or any employment of persons not authorized to work in the United States constitutes a material breach and can be cause for termination of the Contract at the discretion of the State.

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