STATE OF IDAHO DEPARTMENT OF LANDS GRAPHIC DESIGN

TATE OF IDAHO

PARTMENT OF LANDS

RAPHIC DESIGN SERVICES

EIGHTED REQUEST FOR QUOTE (WRFQ) NO. 24-0130

DUE

BEFORE 3:00:00 P.M. M.T. on JUNE 5, 2024

WEIGHTED REQUEST FOR QUOTE

AND

INSTRUCTIONS

The

Idaho Department of Lands (IDL) is soliciting quotes for Graphic Design Services intended for the

production (i.e., design, printing, and electronic version) of IDL’s annual reports and for ad-hoc graphic design

services.

DELIVERY LOCATION: Idaho Department of Lands

300 N 6

St., STE 103

Boise, ID 83702

INSTRUCTIONS: All price quotes must be entered on the attached Cost Schedule and returned via email

along with all required documents outlined in this solicitation. IDL will award the contract to the vendor

receiving the highest point total after adding all criteria. In the case of math errors, the UNIT PRICE will be

correctly extended, and the corrected TOTAL PRICE will be utilized. Please quote Year 1 and the Optional

Years on the Cost Schedule. IDL reserves the right to enter negotiations in accordance with IDL Procurement

Policy #455.

WRFQ DEADLINE AND DELIVERY REQUIREMENTS: Quotes must be received electronically

before 3:00:00 P.M. M.T. on June 5

, 2024. IDL is not responsible for delayed delivery of

electronically submitted quotes. The date and time of electronically received quotes to the email address

listed below, will be used to determine whether the quote was received by the due date and specified

time. Late, f axed, or mailed/hardcopy quotes will not be accepted.

Electronic Quote Address:

mrsande@idl.idaho.gov

Subject line fo the correspondence must read as follows:

QUESTIONS: Questions pertaining to this WRFQ must be submitted in writing by email to

mrsande@idl.idaho.gov The de

adline for receiving questions is 1:00 P.M., MT, on May 28, 2024. Only

questions answered by written amendment are binding. Oral interpretations have no legal effect. Unofficial

communication streams are not binding and at the Contractors own risk. Responses to all questions received

will be posted as an addendum on the IDL website at www.idl.idaho.gov . Verbal qu

estions will not be

accepted.

Any c

ontract related to this solicitation will be awarded in LUMA.

ou must be registered in LUMA to receive a contract.

Quote – Graphic Design Services – 24-0130

IDL WRFQ 24-0130

Page 2 of 17

GRAPHIC DESIGN SERVICES

COST SCHEDULE

STATE OF IDAHO

DEPARTMENT OF LANDS Requisition Number: 24-0130

Date: _______________ WEIGHTED REQUEST FOR QUOTE

NSTRUCTIONS: Responders must use this form in submitting prices.

YEAR QTY. UNIT ARTICLES UNIT PRICE TOTAL PRICE

2024-

2025

1250 EACH IDL’s General Annual

Report, per the attached

scope of work

$_____________

2024-

2025

1 HOUR

Maximum Fully Burdened

Hourly Rate for ad-hoc

general graphic design

services including but not

limited to: logo, brochure,

poster, business card and

letterhead.

$_____________

2025-

2026

1250 EACH

IDL’s General Annual

Report, per the attached

scope of work

$_____________

2025-

2026

1 HOUR

Maximum Fully Burdened

Hourly Rate for ad-hoc

general graphic design

services including but not

limited to: logo, brochure,

poster, business card and

letterhead.

$_____________

2026-

2027

1250 EACH

IDL’s General Annual

Report, per the attached

scope of work

$_____________

2026-

2027

1 HOUR

Maximum Fully Burdened

Hourly Rate for ad-hoc

general graphic design

services including but not

limited to: logo, brochure,

poster, business card and

letterhead.

$_____________

2027-

2028

1250 EACH

IDL’s General Annual

Report, per the attached

scope of work

$_____________

2027-

2028

1 HOUR

Maximum Fully Burdened

Hourly Rate for ad-hoc

general graphic design

services including but not

limited to: logo, brochure,

poster, business card and

letterhead.

$_____________

2028-

2029

1250 EACH

IDL’s General Annual

Report, per the attached

scope of work

$_____________

2028-

2029

1 HOUR

Maximum Fully Burdened

Hourly Rate for ad-hoc

general graphic design

services including but not

limited to: logo, brochure,

poster, business card and

letterhead.

$_____________

IDL WRFQ 24-0130

Page 3 of 17

GRAPHIC DESIGN SERVICES

TOTAL

$_____________

Action

Due Date

Request for Quote Responses Due

Before:

3:00:00 P.M. M.T. 6/5/2024

Delivery requested per

specifications

EMAIL QUOTE TO:

rsand[email protected]daho.gov

We have stated hereon the prices at which we will furnish

and at destination named above, the articles or services as

specified. Delivery will be made as specified above.

Firm

_____________________________________________

Street

_____________________________________________

City State Zip Code ________

Phone Fax __________________

E-Mail

___________________________________________

Taxpayer ID

_____________________________________

Signed by

_________________________________________

Printed Nam

_____________________________________

Title

______________________________________________

IDL WRFQ 24-0130

Page 4 of 17

GRAPHIC DESIGN SERVICES

SCOPE OF WORK

OJECT REQUIREMENTS:

Vendor will furnish all materials, labor and equipment necessary for work described below.

ork Production:

- A

nnual Reports: physical print version, print-quality PDF and a web-optimized PDF for online

viewing.

o IDL’s General Annual Report:

• 8.5” x 11.5”

• Full Color – 2 Sided Printing – with Embedded Images

• Booklet Construction with Stapled Binding

• Approximately 46 pages long

• Off-set printing

• 100# cover stock

• 100# book weight

- Oth

er Graphic Design Services: business related publications (physical print version, print-quality

PDF and a web-optimized PDF for online viewing), brand/logo design, including compliance wit

and/logo usage & guidelines, preparation of documents for commercial offset printing, phot

diting, collateral design (both print and electronic) for brochures, posters, packaging, business

cards, letterhead, interactive media, etc.

ANDATORY REQUIREMENTS & EVALUATION CRITERIA OVERVIEW

Vendors are instructed to read the following carefully. The sections below require a written response when

submitting a quote in response to this solicitation. Failure to include responses as required may be cause for

rejection of a vendor’s entire response.

MANDATORY and EVALUATED REQUIREMENTS

• C

ompleted and signed Cost Schedule

• Vendor must have at least one Creative Art Director on staff overseeing IDL’s projects.

• Provide resumes for the Creative Art Director and the lead graphic designer for IDL’s projects:

o Education

o Experience

o Certifications

• Provide a minimum of three (3) references to include:

o Name, title

o Organization name and address

o Contact information (telephone and email)

• Provide digital examples of recently completed projects similar to the annual report referenced above

via electronic link(s) (historical work completed by the people for which you’ve provided resumes)

VALUATION CRITERIA

n addition to the quoted cost, IDL will evaluate each response. The criteria listed below will be used to

evaluate and score each responsive quote to establish an apparent awardee (i.e., the high-point respondent).

Scores will be normalized according to the following: the vendor receiving the highest score for any one

criterion will receive all points for that criterion and the competitive responses to that criterion will receive a

portion of the total points by weighing the score of the response in question to the initial (or raw) score given to

the high point vendor for that criterion. The vendor receiving the highest point total after adding all criteria will

be offered the contract award.

IDL WRFQ 24-0130

Page 5 of 17

GRAPHIC DESIGN SERVICES

Experience – 300

•Resumes – 150

•References – 50

•Digital Examples – 100

ost - 700

•Cost Schedule

Maximum Total Points - 1,000

ORK COORDINATION:

All work performed must be coordinated through the designated Idaho Department of Lands. All production

materials are the property of IDL.

PAYMENT DETAILS:

All payments will be made in accordance with Idaho Statute 67-2302, Prompt Payment for Goods and

Services.

ERIOD OF PERFORMANCE:

The contract resulting from this WRFQ is anticipated to commence upon execution of all parties and shall

remain active for one (1) year with the option to renew for four (4) additional one (1) year periods according to

the executed terms and cost provided in the Cost Schedule.

IDL WRFQ 24-0130

Page 6 of 17

GRAPHIC DESIGN SERVICES

TATE OF IDAHO

PARTMENT OF LANDS

PROJECT NAME

REEMENT NO. TBD

NTRACTOR

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IDL WRFQ 24-0130

Page 7 of 17

GRAPHIC DESIGN SERVICES

STATE OF IDAHO

DEPARTMENT OF LANDS

PROFESSIONAL SERVICES AGREEMENT NO. TBD

HIS AGREEMENT is by and between the STATE OF IDAHO, acting through the DEPARTMENT OF LANDS on behalf of

the Idaho State Board of Land Commissioners, hereafter referred to as the “STATE,” and COMPANY NAME., hereafter

referred to as the “CONTRACTOR.”

1. DEFINITIONS

a. Agreement: This duly executed written agreement between the State and the Contractor resulting from a

solicitation, which shall include these Terms and Conditions, the Scope of Work, the Cost Proposal, and all

tachments thereto.

b. Contrac

ting Officer: The State employee with the authority to enter into, administer, modify, and/or

terminate this Agreement, and make related determinations and findings. The Contracting Officer is

responsible for handling the contractual relationship with the Contractor.

c. Contrac

ting Officer Representative: The designated State representative, also referred to as “COR” or

“Representative”, who will provide daily technical oversight to the Contractor and ensure the Contractor

performs according to the Scope of Work. The COR cannot modify the stated terms of the Agreement

unilaterally or direct the Contractor to perform work not specified in the Agreement. Only the Contract

ing

fficer and the Contractor may do so bilaterally.

d. Contrac

tor: The individual or business who has been awarded this Agreement to furnish goods or services

for a certain price.

e. IDL

: The Idaho Department of Lands.

f. Pro

perty: Goods

, services, parts, supplies and equipment, both tangible and intangible, including, but not

exclusively, designs, plans, programs, systems, techniques and any rights and interest in such property.

g. Sc

ope of Work: Det

ailed outline of the location, project description, timeline, and deliverables.

h. Se

rvices: Includes services performed, workmanship, and materials furnished or utilized in the

performance of services, including any deliverables.

i. St

ate of Idaho Board of Land Commissioners or Land Board: The S

tate Board of Land Commissioners

(Land Board) is comprised of Idaho's Governor, Secretary of State, Attorney General, Superintendent of

Public Instruction, and State Controller. The Land Board serve as the trustees for more than 2.4 million

acres of state endowment trust lands in Idaho, with the State acting as the administrative arm of the Board,

carrying out the executive directives necessary to meet the mandated Constitutional charge codified

rticle IX Section 8 of the Idaho Constitution. The Land Board also oversees the work of the State in its

regulatory and assistance duties, and in managing Idaho's public trust lands.

2. CONTRACTOR RESPONSIBILITY

The Contractor hereby assumes responsibility for production and delivery of all material and services included in this

Agreement, whether or not the Contractor is the manufacturer or producer of such material or services. Further, the

Contractor will be the sole point of contact on contractual matters, including payment of charges resulting from the use

or purchase of goods or services.

3. REG

ISTRATION WITH SECRETARY OF STATE AND SERVICE OF PROCESS

a. Con

tractor must independently verify whether it is required by Idaho law to register its business entity or

assumed business name with the Idaho Secretary of State and, if required to do so, must remain in goo

tanding during the term of this Agreement.

b. Regardless of its registration with the Idaho Secretary of State, and in addition to any methods of service

allowed by Idaho law, Contractor hereby consents to service of process upon it by registered or certified mail,

return receipt requested, at its last known address. Contractor must notify the State in writing of any chang

address to which service of process can be made. Service shall be completed upon Contractor’s actua

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IDL WRFQ 24-0130

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GRAPHIC DESIGN SERVICES

receipt of process or upon the State’s receipt of the return thereof by the United States Postal Service as

refused or undeliverable. Contractor shall have thirty calendar days after completion of service in which to

respond.

4. SUB

CONTRACTING

Unle

ss otherwise allowed by the State in this Agreement, the Contractor shall not, without written approval from the

State, enter into any subcontract relating to the performance of this Agreement or any part thereof. Approval by the

State of Contractor’s request to subcontract or acceptance of or payment for subcontracted work by the State shall

not in any way relieve the Contractor of responsibility for the professional and technical accuracy and adequacy of the

work. The Contractor shall be and remain liable for all damages to the State caused by negligent performance or non-

performance of work under the Agreement by Contractor’s subcontractor or its sub-subcontractor.

5. ASSI

GNMENTS

he Contractor shall not assign a right or delegate a duty under this Agreement without the prior written consent of

the State.

6. AN

TIDISCRIMINATION/EQUAL EMPLOYMENT OPPORTUNITY CLAUSE

cceptance of this Agreement binds the Contractor to the terms and conditions of Section 601, Title VI, Civil Rights

Act of 1964 in that "No person in the United States shall, on the grounds of race, color, national origin, or sex, be

excluded from participation in, be denied the benefits of, or be subject to discrimination under any program or activity

receiving Federal financial assistance." In addition, "No otherwise qualified handicapped individual in the United States

shall, solely by reason of his handicap, be excluded from the participation in, be denied the benefits of, or be subjected

to discrimination under any program or activity receiving federal financial assistance" (Section 504 of the Rehabilitation

Act of 1973). Furthermore, for Agreements involving federal funds, the applicable provisions and requirements of

Executive Order 11246 as amended, Section 402 of the Vietnam Era Veterans Readjustment Assistance Act of 1974,

Section 701 of Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967 (ADEA), 29

USC Sections 621, et seq., the Age Discrimination Act of 1975, Title IX of the Education Amendments of 1972, U.S.

Department of Interior regulations at 43 CFR Part 17, and the Americans with Disabilities Action of 1990, are also

incorporated into this Agreement. The Contractor must include this provision in every subcontract relating to

purchases by the State to insure that subcontractors and vendors are bound by this provision.

7. RE

STRICTIONS ON AND WARRANTIES – ILLE

GAL ALIENS

Cont

ractor warrants this Agreement 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 shall be cause for the imposition of monetary penalties up to five percent (5%) of the Agreement price, per

violation, and/or termination of its Agreement.

8. IN

SURANCE REQUIREMENTS

a. Cont

ractor shall obtain and maintain insurance at its own expense as required herein for the duration of this

Agreement, and comply with all limits, terms and conditions stipulated. Policies shall provide, or be endorse t

ovide, all required coverage. Contractor shall provide certificates of insurance or certified endorsements as

applicable for the insurance required. Contractor shall not commence work under this Agreement until satisfactory

evidence of all required insurance is provided to the State.

b. A

ll insurance, except for Workers Compensation, and Professional Liability/Errors and Omissions shall be endorsed

to name the State of Idaho, the State Board of Land Commissioners, and the Idaho Department of Lands as

Additional Insured.

c. A

ll insurance shall be with insurers rated A-, VII, or better in the latest Bests Rating Guide, and be in good standing

and authorized to transact business in Idaho. The coverage provided by such policies shall be primary. Policies

may contain deductibles, but such deductibles shall not be deducted from any damages due the State.

d. I

f any of the liability insurance required for this Agreement is arranged on a “claims-made” basis, then “tail coverage”

will be required at the completion or termination of this Agreement for a duration of twenty-four (24) months

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GRAPHIC DESIGN SERVICES

thereafter. Continuous “claims-made” coverage will be acceptable in lieu of “tail-coverage” provided the retroactive

date is on or before the effective date of this Agreement, or twenty-four months “prior acts” coverage is provided.

Contractor will be responsible for furnishing certification of “tail coverage” or continuous “claims-made” coverage.

e. By requiring insurance herein, the State does not represent that coverage and limits will necessarily be adequate

to protect Contractor, and such coverage and limits shall not be deemed as a limitation on Contractor’s liability

under the indemnities granted to the State.

f. Contractor shall maintain insurance in amounts not less than the following;

(1) Commercial General and Umbrella Liability Insurance

Contractor shall maintain commercial general liability (CGL) and, if necessary, commercial umbrella insurance

with a combined single limit of not less than $1,000,000 each occurrence, $2,000,000 annual aggregate. The

CGL shall be written on standard ISO occurrence form (or a substitute form providing equivalent coverage) and

shall cover liability arising from premises, operations, independent contractors, products-completed operations,

personal injury, advertising injury, and liability assumed under an insured contract including the tort liability of

another assumed in a business contract.

(2) Worker’s Compensation Insurance

The Contractor shall maintain worker’s compensation insurance in amounts as required by statute in all states

in which the Contractor performs work, and employer’s liability insurance with a limit of $100,000 Bodily Injury

by Accident each Accident; $100,000 Bodily Injury by Disease – each employee; and $500,000 Bodily Injury by

Disease – Policy Limit.

g. The Contractor shall require all subcontractors utilized in performance of this Agreement to provide certificates of

insurance to the State evidencing insurance coverage with the required additional insured endorsements as set

forth in the preceding paragraphs.

9. TAXES

The State is generally exempt from payment of Idaho State Sales and Use Tax for property purchased for its use

under the authority of Idaho Code, Section 63-3622 as a government instrumentality. In addition, the State is generally

exempt from payment of Federal Excise Tax under a permanent authority from the district Director of the Internal

Revenue Service. Exemption certificates will be furnished upon written request by the Contractor. If the Contractor

is required to pay any taxes incurred as a result of doing business with the State, it shall be solely responsible for the

payment of those taxes. If the Contractor is performing public works construction (installation of fixtures, etc.), it shall

be responsible for payment of all sales and use taxes as required.

10. LICENSES, PERMITS & FEES

The Contractor shall, without additional expense to the State, obtain all required licenses and permits and pay all fees

necessary for executing provisions of this Agreement unless specifically stated otherwise herein.

11. INDEMNIFICATION

a. 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 Agreement or Contractor’s failure to comply with any state or federal statute, law,

regulation, or rule.

b. 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 this Agreement. However, 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

shall not be entitled to indemnification from Contractor with respect to such suit or claim, and the State, in its

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GRAPHIC DESIGN SERVICES

discretion, may reimburse Contractor for reasonable defense costs attributable to the defense provided by

any Special Deputy Attorney General appointed pursuant to section 12.c.

c. 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).

12. OFFICIALS, AGENTS AND EMPLOYEES OF THE STATE NOT PERSONALLY LIABLE

In no event shall any official, officer, employee or agent of the State be in any way personally liable or responsible for

any covenant or agreement herein contained whether expressed or implied, nor for any statement, representation or

warranty made herein or in any connection with this Agreement. This section shall not apply to any remedies in law

or at equity against any person or entity that exist by reason of fraud, misrepresentation or outside the terms of this

Agreement.

13. RISK OF LOSS

Risk of loss and responsibility and liability for loss or damage will remain with Contractor until final inspection and

acceptance when responsibility will pass to the State except as to latent defects, fraud and Contractor's warranty

obligations. Such loss, injury or destruction shall not release the Contractor from any obligation under this

Agreement.

14. PROHIBITED CONTRACTS

No member of the legislature or officer or employee of any branch of the state government shall directly himself, or by

any other person execute, hold or enjoy, in whole or in part, any contract or agreement made or entered into by or on

behalf of the State, if made by, through or on behalf of the department in which he is an officer or employee or if made

by, through or on behalf of any other department unless the same are made after competitive bids. (Idaho Code

Section 67-9230(2)).

15. SAFETY INFORMATION

a. The Contractor assumes full responsibility for the safety of his employees, equipment and supplies.

b. Contractor guarantees that all items provided by Contractor in performance of this Agreement meet or exceed

those requirements and guidelines established by the Occupational Safety and Health Act, Consumer Product

Safety Council, Environmental Protection Agency, or other regulatory agencies.

16. USE OF THE IDAHO DEPARTMENT OF LANDS NAME

Contractor agrees that it will not, prior to, in the course of, or after performance under this Agreement, use the

State's name in any advertising or promotional media as a customer or client of Contractor without the prior written

consent of the State.

17. CONTRACT TERMINATION

a. TERMINATION FOR CAUSE WITH NOTICE:

1. The occurrence of any of the following events shall be an Event of Default under this Agreement:

a. A material breach of any term or condition of this Agreement; or

b. Any representation or warranty by Contractor in response to the Solicitation or in this

Agreement proves to be untrue or materially misleading; or

c. Institution of proceedings under any bankruptcy, insolvency, reorganization or similar law,

by or against Contractor, or the appointment of a receiver or similar officer for Contractor

or any of its property, which is not vacated or fully stayed within thirty (30) calendar days

after the institution or occurrence thereof; or

d. Any default specified in another section of this Agreement.

2. The State may terminate this Agreement (or any order issued pursuant to this Agreement) when

the Contractor has been provided written notice of default or non-compliance and has failed to cure

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GRAPHIC DESIGN SERVICES

the default or non-compliance within a reasonable time, not to exceed thirty (30) calendar days. If

the Agreement is terminated for default or non-compliance, the Contractor will be responsible for

any costs resulting from the State's placement of a new Agreement and any damages incurred by

the State, as a result of the default. 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.

3. Upon written notice of default, Contractor shall be in breach of its obligations under this Contract

and the State shall have the right to exercise any or all of the following remedies:

a. Exercise any remedy provided by law or equity;

b. Terminate this Agreement and any related Agreements or portions thereof;

c. Impose liquidated damages as provided in this Agreement;

d. Suspend Contractor from receiving future bid solicitations;

e. Suspend Contractor’s performance;

f. Withhold payment until the default is remedied.

b. TERMINATION FOR CAUSE WITHOUT NOTICE

The State shall not be required to provide advance written notice or a cure period and may immediately

terminate this Agreement in whole or in part for an Event of Default 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 Agreement.

c. TERMINATION FOR CONVENIENCE

1. The State may terminate this Contract for its convenience in whole or in part, if the State determines

it is in the State’s best interest to do so.

2. After receipt of a notice of termination for convenience, and except as directed by the State, the

Contractor shall immediately proceed with the following obligations, as applicable, regardless of

any delay in determining or adjusting any amounts due under this clause. The Contractor shall:

a. Stop work.

b. Place no further subcontracts for materials, services, or facilities, except as necessary to

complete the continuing portion of the Agreement.

c. Terminate all subcontracts to the extent they relate to the work terminated.

d. Settle all outstanding liabilities and termination settlement proposals arising from the

termination of subcontracts.

3. Unless otherwise set forth in the Solicitation, if the Contractor and the State fail to agree on the

amount to be paid because of the termination for convenience, the State will pay the Contractor

the following amounts; provided that in no event will total payments exceed the amount payable to

the Contractor if the Agreement had been fully performed:

a. The Agreement price for Deliverables or services accepted by the State and not previously

paid for; and

b. The total of:

i. The reasonable costs incurred in the performance of the work terminated, including

initial costs and preparatory expenses allocable thereto, but excluding any cost

attributable to deliverables or services paid or to be paid;

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GRAPHIC DESIGN SERVICES

ii. The reasonable cost of settling and paying termination settlement proposals under

terminated subcontracts that are properly chargeable to the terminated portion of

the Agreement; and

iii. Reasonable storage, transportation, demobilization, unamortized overhead and

capital costs, and other costs reasonably incurred by the Contractor in winding

down and terminating its work.

4. The Contractor will use generally accepted accounting principles, or accounting principles

otherwise agreed to in writing by the parties, and sound business practices in determining all costs

claimed, agreed to, or determined under this clause.

d. TERMINATION FOR FISCAL NECESSITY

The State is a government entity and it is understood and agreed that the State's payments herein provided

for shall be paid from Idaho State Legislative appropriations. The Legislature is under no legal obligation

to make appropriations to fulfill this Agreement. This Agreement shall in no way or manner be construed

so as to bind or obligate the State beyond the term of any particular appropriation of funds by the State's

Legislature as may exist from time to time. the State reserves the right to terminate this Agreement in whole

or in part (or any order placed under it) if, in its sole judgment, the Legislature of the State of Idaho fails,

neglects, or refuses to appropriate sufficient funds as may be required for the State to continue such

payments, or requires any return or "give-back" of funds required for the State to continue payments, or if

the Executive Branch mandates any cuts or holdbacks in spending, or if funds are not budgeted or otherwise

available, or if the State discontinues or makes a material alteration of the program under which funds were

provided. The State shall not be required to transfer funds between accounts in the event that funds are

reduced or unavailable. All affected future rights and liabilities of the parties shall thereupon cease within

ten (10) calendar days after notice to the Contractor. Further, in the event of non-appropriation, the State

shall not be liable for any penalty, expense, or liability, or for general, special, incidental, consequential or

other damages resulting therefrom.

18. CONTRACT ADMINISTRATION

a. The Contracting Officer Representative will administer the Agreement as required in all specifications.

b. The Contracting Officer Representative has the following authority in addition to that delegated to him in

other portions of this Agreement.

(1) Decide questions of fact arising in regard to the quality and acceptability of materials furnished and

all work performed.

(2) Make recommendations for payment.

19. FORCE MAJEURE

Neither party shall be liable or deemed to be in default for any Force Majeure delay in shipment or performance

occasioned by unforeseeable causes beyond the control and without the fault or negligence of the parties, including,

but not restricted to, acts of God or the public enemy, fires, floods, epidemics, quarantine, restrictions, strikes, freight

embargoes, unusually severe weather, provided that in all cases the Contractor shall notify the State promptly in

writing of any cause for delay and the State concurs that the delay was beyond the control and without the fault or

negligence of the Contractor. If reasonably possible, the Contractor shall make every reasonable effort to complete

performance as soon as possible. Matters of contractor’s or subcontractor’s finances shall not be a Force Majeure.

20. GOVERNING LAW

This Agreement shall be construed in accordance with, and governed by the laws of the State of Idaho. Any action

to enforce this Agreement shall be brought in Ada County, Boise, Idaho.

21. MODIFICATION

This Agreement may not be released, discharged, changed or modified except by an instrument in writing signed

by a duly authorized representative of each of the parties.

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22. ENTIRE AGREEMENT

This Agreement is the entire agreement between the parties with respect to the subject matter hereof. Where terms

and conditions specified in the Contractor's response differ from those specifically stated in this Agreement, the

terms and conditions of this Agreement shall apply. In the event of any conflict between these standard terms and

conditions and any special terms and conditions applicable to this acquisition, the special terms and conditions will

govern. This Agreement may not be released, discharged, changed or modified except by an instrument in writing

signed by a duly authorized representative of each of the parties.

23. PUBLIC RECORDS

Pursuant to Idaho Code Section 74-101 through 74-126, information or documents received from the Contractor

may be open to public inspection and copying unless exempt from disclosure. The Contractor shall clearly

designate individual documents as “exempt” on each page of such documents and shall indicate the basis for such

exemption. The State will not accept the marking of an entire document as exempt. In addition, the State will not

accept a legend or statement on one (1) page that all, or substantially all, of the document is exempt from disclosure.

The Contractor shall indemnify and defend the State against all liability, claims, damages, losses, expenses,

actions, attorney fees and suits whatsoever for honoring such a designation or for the Contractor’s failure to

designate individual documents as exempt. The Contractor’s failure to designate as exempt any document or

portion of a document that is released by the State shall constitute a complete waiver of any and all claims for

damages caused by any such release. If the State receives a request for materials claimed exempt by the

Contractor, the Contractor shall provide the legal defense for such claim.

24. CONFIDENTIAL INFORMATION:

Pursuant to this Agreement, Contractor may collect, or the State may disclose to Contractor, financial, personnel or

other information that the State regards as proprietary, confidential or exempt from disclosure (“Confidential

Information”). Confidential Information shall belong solely to the State. Contractor shall use such Confidential

Information only in the performance of its services under this Agreement and shall not disclose any Confidential

Information to any third party, except with the State’s prior written consent or under a valid order of a court or

governmental agency of competent jurisdiction, and then only upon timely notice to the State. The State may

require that Contractor’s officers, employees, agents or subcontractors separately agree in writing to the obligations

contained in this section or sign a separate confidentiality agreement. Confidential Information shall be returned to

the State upon termination of this Agreement. The confidentiality obligation contained in this section shall survive

termination of this Agreement. Confidential Information shall not include data or information that:

a. Is or was in the possession of Contractor before being furnished by the State, provided that such information

or other data is not known by Contractor to be subject to another confidentiality agreement with or other

obligation of confidentiality to the State;

b. Becomes generally available to the public other than as a result of disclosure by Contractor; or

c. Becomes available to Contractor on a non-confidential basis from a source other than the State, provided

that such source is not known by Contractor to be subject to a confidentiality agreement with or other

obligation of confidentiality to the State.

25. NON-WAIVER

The failure of any party, at any time, to enforce a provision of this Agreement shall in no way constitute a waiver of

that provision, nor in any way affect the validity of this Agreement, any part hereof, or the right of such party

thereafter to enforce each and every provision hereof.

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26. NO WAIVER OF SOVEREIGN IMMUNITY

In no event shall this Agreement or any act by the State, be a waiver of any form of defense or immunity, whether

sovereign immunity, governmental immunity, immunity based on the Eleventh Amendment to the Constitution of

the United States or otherwise, from any claim or from the jurisdiction of any court. If a claim must be brought in a

federal forum, then it must be brought and adjudicated solely and exclusively within the United States District Court

for the State. This section applies to a claim brought against the State only to the extent Congress has appropriately

abrogated the State’s sovereign immunity and is not consent by the State to be sued in federal court, or a waiver

of any form of immunity, including but not limited to sovereign immunity and immunity based on the Eleventh

Amendment to the Constitution of the United States.

27. ATTORNEYS’ FEES

In the event suit is brought or an attorney is retained by any party to this Agreement to enforce the terms of this

Agreement or to collect any moneys due hereunder, the prevailing party shall be entitled to recover reimbursement

for reasonable attorneys’ fees, court costs, costs of investigation and other related expenses incurred in connection

therewith in addition to any other available remedies.

28. EXAMINATION AND AUDIT

Contractor agrees that the State or its designated representative shall have the right to review and copy any records

and supporting documentation pertaining to performance of this Agreement. 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. 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, Contractor agrees to include a similar right of the State to audit records and interview staff in any

subcontract related to performance of this Agreement.

29. ADEQUATE ASSURANCE OF FUTURE PERFORMANCE

If the State has reasonable grounds to question Contractor’s ability to perform the Agreement, the State may

demand adequate assurance from Contractor. Contractor shall respond within 30 calendar days of such demand.

30. WAGE AND LABOR COMPLIANCE

For the duration of the agreement, the Contractor attests to the following:

a. At least the minimum Idaho wage was paid to all employees and subcontractors utilized to complete the

work in accordance with Idaho Code section 44-1502;

b. Contractor was in compliance with all labor laws;

c. All debts incurred by the Contractor to accomplish the work requirements outlined by this agreement were

paid in full.

d. Any further claims against the State of Idaho under this agreement are relinquished, pending payment for

services rendered by the Contractor and accepted by the State.

31. CERTIFICATION CONCERNING BOYCOTT OF ISRAEL

Pursuant to Idaho Code section 67-2346, if payments under this agreement exceed one hundred thousand dollars

($100,000) and Contractor employs ten (10) or more persons, Contractor certifies that it is not currently engaged

in, and will not for the duration of the agreement engage in, a boycott of goods or services from Israel or territories

under its control. The terms in this clause defined in Idaho Code section 67-2346 shall have the meaning defined

therein.

32. TIME IS OF THE ESSENCE

Time shall be of the essence in connection with Contractor’s performance of its obligations under this Contract.

33. PAYMENT

Payment will be made in accordance with Idaho Code 67-2302 with the method described in the Scope of Work

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and after receipt of the Contractor's itemized invoice for satisfactorily completed work. Total payments under this

Agreement shall not exceed $XXXX.

It is understood that full payment for all services provided under the Agreement is fully burdened to include, but is

not limited to, all Contractor's costs of labor, materials, equipment, deliverables and expenses including advertising,

postage, copy costs, and all other costs normally associated with the cost of doing business unless otherwise

provided elsewhere in this Agreement.

34. AGREEMENT TERM

This Agreement will become effective once signed by all parties. The Contractor and Contracting Officer

Representative will discuss the Agreement terms, work performance requirements, and tentative work schedule.

This Agreement shall expire one year from its effective date with the option to renew for four (4) additional one (1)

year periods, under the same terms and conditions, unless terminated earlier by the State under any of the

provisions of paragraph 17 of this Agreement. All requirements of the Agreement must be satisfactorily completed

by the Agreement expiration date.

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SIGNATURE PAGE

IN WITNESS WHEREOF, the parties have caused Agreement TBD to be executed

in Boise, Idaho and effective as of the date/time of the final signature below.

IDAHO DEPARTMENT OF LANDS CONTRACTOR

By:

Andrew Evans

Title:

Procurement Manager

Title:

Date and Time: ______________________________

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