Fiscal Agent for Suicide Prevention Trainings

1 Dated 10/16/23 STATE OF SOUTH DAKOTA OFFICE OF PROCUREMENT MANAGEMENT 523 EAST CAPITOL AVENUE PIERRE, SOUTH DAKOTA 57501-3182 Division of Behavioral Health Fiscal Agent for Suicide Prevention Trainings PROPOSALS ARE DUE NO LATER THAN APRIL 24, 2024 BY 5PM CST. RFP10568 State POC: Kirsten Blachford EMAIL: Kirsten.Blachford@state.sd.us READ CAREFULLY FIRM NAME: AUTHORIZED SIGNATURE: ADDRESS: TYPE OR PRINT NAME: CITY/STATE: TELEPHONE NO: ZIP (9 DIGIT): FAX NO: E-MAIL: PRIMARY CONTACT INFORMATION CONTACT NAME: TELEPHONE NO: FAX NO: E-MAIL: 8/23 1 1.0 GENERAL INFORMATION 1.1 PURPOSE OF REQUEST FOR PROPOSAL (RFP) This RFP is issued to solicit proposals for an agency to act as a fiscal agent and provide evaluation, data collection, performance measurement and performance assessment on suicide prevention trainings. 1.2 ISSUING OFFICE AND RFP REFERENCE NUMBER The Division of Behavioral Health is the issuing office for this

document and all subsequent addenda relating to it, on behalf of the State of South Dakota, Department of Social Services. The reference number for the transaction is RFP10568. This number must be referred to on all proposals, correspondence, and documentation relating to the RFP. 1.3 LETTER OF INTENT Offerors are not required to submit a letter of intent. 1.4 SCHEDULE OF ACTIVITIES (SUBJECT TO CHANGE) RFP Publication 3/27/2024 Deadline for Submission of Written Inquiries 4/03/2024 Responses to Offeror Questions 4/10/2024 Request Secured File Transfer Protocol (SFTP) 4/23/2024 Proposal Submission 4/24/2024 Anticipated Award Decision/Contract Negotiation 5/15/2024 1.5 SUBMITTING YOUR PROPOSAL All proposals must be completed and received in the Division of Behavioral Health by the date and time indicated in the Schedule of Activities. Proposals must submitted as PDF’s via Secured File Transfer Protocol (SFTP). Offerors must request an SFTP folder no later than April 23, 2024 by emailing Kirsten.Blachford@state.sd.us at the email indicated on page one. The subject line should be RFP10568 SFTP Request. The email should contain the name and the email of the person who will be responsible for uploaded the document(s). Please note, offeror will need to work with their own technical support staff to set up an SFTP compatible software on offeror’s end. While the State of South Dakota can answer questions, State of South Dakota is not responsible for the software required. No proposal may be accepted from, or any contract or purchase order awarded to any person, firm or corporation that is in arrears upon any obligations to the State of South Dakota, or that otherwise may be deemed irresponsible or unreliable by the State of South Dakota. 1.6 CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY AND VOLUNTARY EXCLUSION – LOWER TIER COVERED TRANSACTIONS By signing and submitting this proposal, the offeror certifies that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation, by any Federal department or agency, from transactions involving the use of Federal funds. Where the offeror is unable to certify to any of the statements in this certification, the bidder shall attach an explanation to their offer. 12/23 3 1.7 NON-DISCRIMINATION STATEMENT The State of South Dakota requires that all contractors, vendors, and suppliers doing business with any State agency, department, or institution, provide a statement of non- discrimination. By signing and submitting their proposal, the offeror certifies they do not discriminate in their employment practices with regard to race, color, creed, religion, age, sex, ancestry, national origin or disability. 1.8 CERTIFICATION RELATING TO PROHIBITED ENTITY For contractors, vendors, suppliers, or subcontractors who enter into a contract with the State of South Dakota by submitting a response to this solicitation or agreeing to contract with the State, the bidder or offeror certifies and agrees that the following information is correct: The bidder or offeror, in preparing its response or offer or in considering proposals submitted from qualified, potential vendors, suppliers, and subcontractors, or in the solicitation, selection, or commercial treatment of any vendor, supplier, or subcontractor, is not an entity, regardless of its principal place of business, that is ultimately owned or controlled, directly or indirectly, by a foreign national, a foreign parent entity, or foreign government from China, Iran, North Korea, Russia, Cuba, or Venezuela, as defined by SDCL 5-18A. It is understood and agreed that, if this certification is false, such false certification will constitute grounds for the State to reject the bid or response submitted by the bidder or offeror on this project and terminate any contract awarded based on the bid or response. The successful bidder or offeror further agrees to provide immediate written notice to the contracting executive branch agency if during the term of the contract it no longer complies with this certification and agrees such noncompliance may be grounds for contract termination. 1.9 RESTRICTION OF BOYCOTT OF ISRAEL For contractors, vendors, suppliers, or subcontractors with five (5) or more employees who enter into a contract with the State of South Dakota that involves the expenditure of one hundred thousand dollars ($100,000) or more, by submitting a response to this solicitation or agreeing to contract with the State, the bidder or offeror certifies and agrees that the following information is correct: The bidder or offeror, in preparing its response or offer or in considering proposals submitted from qualified, potential vendors, suppliers, and subcontractors, or in the solicitation, selection, or commercial treatment of any vendor, supplier, or subcontractor, has not refused to transact business activities, has not terminated business activities, and has not taken other similar actions intended to limit its commercial relations, related to the subject matter of the bid or offer, with a person or entity on the basis of Israeli national origin, or residence or incorporation in Israel or its territories, with the specific intent to accomplish a boycott or divestment of Israel in a discriminatory manner. It is understood and agreed that, if this certification is false, such false certification will constitute grounds for the State to reject the bid or response submitted by the bidder or offeror on this project and terminate any contract awarded based on the bid or response. The successful bidder or offeror further agrees to provide immediate written notice to the contracting executive branch agency if during the term of the contract it no longer complies with this certification and agrees such noncompliance may be grounds for contract termination. 1.10 CERTIFICATION OF NO STATE LEGISLATOR INTEREST Offeror (i) understands neither a state legislator nor a business in which a state legislator has an ownership interest may be directly or indirectly interested in any contract with the State that was authorized by any law passed during the term for which that legislator was elected, or within one year thereafter, and (ii) has read South Dakota Constitution Article 3, Section 12 and has had the opportunity to seek independent legal advice on the applicability of that provision to any Agreement entered into as a result of this RFP. By 12/23 4 signing an Agreement pursuant to this RFP, Offeror hereby certifies that the Agreement is not made in violation of the South Dakota Constitution Article 3, Section 12. 1.11 MODIFICATION OR WITHDRAWAL OF PROPOSALS Proposals may be modified or withdrawn by the offeror prior to the established due date and time. No oral, telephonic, telegraphic or facsimile responses or modifications to informal, formal bids, or Request for Proposals will be considered. 1.12 OFFEROR INQUIRIES Offerors may email inquiries concerning this RFP to obtain clarification of requirements. No inquiries will be accepted after April 3, 2024 by 5 PM CDT. Email inquiries must be sent to Kirsten Blachford@ state.sd.us with the following wording, exactly as written, in the subject line: RFP10568 Inquiries. The Department of Social Services (DSS) will respond to offerors’ inquiries by posting offeror aggregated questions and Department responses on the DSS website at http://dss.sd.gov/keyresources/rfp.aspx no later than April 10, 2024 by 5 PM CDT. For expediency, DSS may combine similar questions. Offerors may not rely on any other statements, either of a written or oral nature, that alter any specification or other term or condition of this RFP. Offerors will be notified in the same manner as indicated above regarding any modifications to this RFP. 1.13 PROPRIETARY INFORMATION The proposal of the successful offeror(s) becomes public information. Proprietary information can be protected under limited circumstances such as client lists and non- public financial statements. An entire proposal may not be marked as proprietary. Offerors must clearly identify in the Executive Summary and mark in the body of the proposal any specific proprietary information they are requesting to be protected. The Executive Summary must contain specific justification explaining why the information is to be protected. Proposals may be reviewed and evaluated by any person at the discretion of the State. All materials submitted become the property of the State of South Dakota and may be returned only at the State's option. 1.14 LENGTH OF CONTRACT The subrecipient contract is anticipated to begin on June 1, 2024 and end on May 31, 2025. The contract may then be continued dependent on the Offeror’s performance in implementing the services as outlined. The maximum length of the contract would be five (5) years. 1.15 GOVERNING LAW Venue for any and all legal action regarding or arising out of the transaction covered herein shall be solely in the State of South Dakota. The laws of South Dakota shall govern this transaction. 1.16 DISCUSSIONS WITH OFFERORS (ORAL PRESENTATION/NEGOTIATIONS) An oral presentation by an offeror to clarify a proposal may be required at the sole discretion of the State. However, the State may award a contract based on the initial proposals received without discussion with the Offeror. If oral presentations are required, they will be scheduled after the submission of proposals. Oral presentations will be made at the offeror’s expense. This process is a Request for Proposal/Competitive Negotiation process. Each Proposal shall be evaluated, and each respondent shall be available for negotiation meetings at the State’s request. The State reserves the right to negotiate on any and/or all components of every proposal submitted. From the time the proposals are submitted until the formal award of a contract, each proposal is considered a working document and as mailto:Dawson.lewis@state.sd.us http://dss.sd.gov/keyresources/rfp.aspx 12/23 5 such, will be kept confidential. The negotiation discussions will also be held as confidential until such time as the award is completed. 2.0 STANDARD CONTRACT TERMS AND CONDITIONS Any contract or agreement resulting from this RFP will include, at minimum, the State’s standard terms and conditions as seen in Attachment 1. The Offeror should indicate in their response any issues they have with any specific contract terms. If the Offeror does not indicate any contract term issues, then the State will assume the terms are acceptable. 3.0 SCOPE OF WORK Through this RFP, the Division of Behavioral Health (DBH) is seeking proposals from entities to act as the fiscal agent and data analyst for suicide prevention trainings as approved by the Division of Behavioral Health staff. 3.1 The Offeror must indicate agreement to act as fiscal agent and data analyst for suicide prevention trainings as approved by DBH. 3.2 The Offeror must indicate agreement to develop and/or implement processes as required by DBH for the fiscal agent activities, including reimbursement of trainers, invoicing, and reporting. 3.3 The Offeror must indicate agreement to develop and/or implement processes as required by DBH for the data analyst activities, including pre/post training data collection, data analysis and evaluation of suicide prevention activities. 4.0 PROPOSAL REQUIREMENTS AND COMPANY QUALIFICATIONS 4.1 The offeror is cautioned that it is the offeror's sole responsibility to submit information related to the evaluation categories and that the State of South Dakota is under no obligation to solicit such information if it is not included with the proposal. The offeror's failure to submit such information may cause an adverse impact on the evaluation of the proposal. 4.2 Offeror's Contacts: Offerors and their agents (including subcontractors, employees, consultants, or anyone else acting on their behalf) must direct all of their questions or comments regarding the RFP, the evaluation, etc. to the buyer of record indicated on the first page of this RFP. Offerors and their agents may not contact any state employee other than the buyer of record regarding any of these matters during the solicitation and evaluation process. Inappropriate contacts are grounds for suspension and/or exclusion from specific procurements. Offerors and their agents who have questions regarding this matter should contact the buyer of record. 4.3 Provide the following information related to at least three previous and current service/contracts, performed by the offeror’s organization, which are similar to the requirements of this RFP. 4.3.1 Name, address and telephone number of client/contracting agency and a representative of that agency who may be contacted for verification of all information submitted; 4.3.2 Dates of the service/contract; and 4.3.3 A brief, written description of the specific prior services performed and requirements thereof. 12/23 6 4.4 The offeror must detail examples that document their ability and proven history in handling special project constraints within the State of South Dakota. 5.0 PROPOSAL RESPONSE FORMAT 5.1 Only a PDF copy shall be submitted. 5.1.1 As outlined in section 1.5 proposals shall be submitted electronically via SFTP. 5.1.2 The proposal should be page numbered and should have an index and/or a table of contents referencing the appropriate page number. 5.2 All proposals must be organized and tabbed with labels for the following headings: 5.2.1 RFP Form. The State’s Request for Proposal form (1st page of RFP) completed and signed. 5.2.2 Executive Summary. The one-to-two-page executive summary is to briefly describe the offeror's proposal. This summary should highlight the major features of the proposal. It must indicate any requirements that cannot be met by the offeror. The reader should be able to determine the essence of the proposal by reading the executive summary. Proprietary information requests should be identified in this section. 5.2.3 Detailed Response. This section should constitute the major portion of the proposal and must contain at least the following information: 5.2.3.1 A complete narrative of the offeror's assessment of the work to be performed, the offeror’s ability and approach, and the resources necessary to fulfill the requirements. This should demonstrate the offeror's understanding of the desired overall performance expectations. 5.2.3.2 A specific point-by-point response, in the order listed, to each requirement in the RFP. The response should identify each requirement being addressed as enumerated in the RFP. 5.2.3.3 A clear description of any options or alternatives proposed. 5.2.4 Cost Proposal. Cost will be evaluated independently from the technical proposal. Offerors may submit multiple cost proposals. All costs related to the provision of the required services must be included in each cost proposal offered. See section 7.0 for more information related to the cost proposal. 6.0 PROPOSAL EVALUATION AND AWARD PROCESS 6.1 After determining that a proposal satisfies the mandatory requirements stated in the Request for Proposal, the evaluator(s) shall use subjective judgment in conducting a comparative assessment of the proposal by considering each of the following criteria: 6.1.1 Specialized expertise, capabilities, and technical competence as demonstrated by the proposed approach and methodology to meet the project requirements; 6.1.2 Resources available to perform the work, including any specialized services, within the specified time limits for the project; 6.1.3 Record of past performance, including price and cost data from previous projects, quality of work, ability to meet schedules, cost control, and contract 12/23 7 administration; 6.1.4 Availability to the project locale; 6.1.5 Familiarity with the project locale; 6.1.6 Proposed project management techniques; and 6.1.7 Ability and proven history in handling special project constraints. 6.1.8 Cost proposal. 6.2 Experience and reliability of the offeror's organization are considered subjectively in the evaluation process. Therefore, the offeror is advised to submit any information which documents successful and reliable experience in past performances, especially those performances related to the requirements of this RFP. 6.3 The qualifications of the personnel proposed by the offeror to perform the requirements of this RFP, whether from the offeror's organization or from a proposed subcontractor, will be subjectively evaluated. Therefore, the offeror should submit detailed information related to the experience and qualifications, including education and training, of proposed personnel. 6.4 The State reserves the right to reject any or all proposals, waive technicalities, and make award(s) as deemed to be in the best interest of the State of South Dakota. 6.5 Award: The requesting agency and the highest ranked offeror shall mutually discuss and refine the scope of services for the project and shall negotiate terms, including compensation and performance schedule. 6.5.1 If the agency and the highest ranked offeror are unable for any reason to negotiate a contract at a compensation level that is reasonable and fair to the agency, the agency shall, either orally or in writing, terminate negotiations with the contractor. The agency may then negotiate with the next highest ranked contractor. 6.5.2 The negotiation process may continue through successive offerors, according to agency ranking, until an agreement is reached or the agency terminates the contracting process. 7.0 COST PROPOSAL 7.1 The Offeror must include itemized projected hourly rate costs for evaluation, statistical programming, coordination, and data entry. The proposal must include the cost proposal template included in Attachment 2. Division of Behavioral Health Staff will determine total cost for payment to trainers based off need. The cost proposal must be based off the time for coordination, reimbursement, data entry, data evaluation and performance management for and estimated 70 trainings with approximately 1,600 people trained. 12/23 8 Attachment 1 – Sample Contract for Grantees STATE OF SOUTH DAKOTA DEPARTMENT OF SOCIAL SERVICES DIVISION OF BEHAVIORAL HEALTH Sub-Recipient Agreement Between State of South Dakota Department of Social Services DIVISION OF BEHAVIORAL HEALTH 700 Governors Drive Pierre, SD 57501-2291 Referred to as Sub-Recipient ̙Referred to as State̘ The State and Sub-Recipient hereby enter into this agreement (the “Agreement” hereinafter) for a grant award of Federal financial assistance to Sub-Recipient. A. REQUIRED AUDIT PROVISIONS FOR GRANT AWARDS 1. FEDERAL AWARD IDENTIFICATION: The pass through entity requirements, as described in 2 CFR 200.332(a), are attached hereto as Exhibit A and incorporated herein. The information in Exhibit A may change without Sub-Recipient’s consent if there is a change in the award or funding stream. In the event of a change, the State will provide updated information at least annually. 2. PERIOD OF PERFORMANCE OF THIS AGREEMENT: This agreement shall be effective on June 1, 2024, and will end on May 31. 2025, unless sooner terminated pursuant to the terms hereof. 3. SCOPE OF WORK AND PERFORMANCE PROVISIONS (add an addendum if needed; if an addendum is used it is incorporated herein): I. The Sub-Recipient will undertake and complete the work or performance described as: II. If the State will undertake or complete any work or performance under this Agreement it is described as follows: 4. BASIS FOR SUBAWARD AMOUNTS: This grant is made for the purpose of . Amount provided by State/Grantor is $ Amount matched by Grantee $ Total Grant Amount $ Dollars provided by State/Grantor consist of the following: Non-Federal State dollars $ Federal Pass-Through dollars $ Federal CFDA # 12/23 9 5. RISK ASSESSMENTS, MONITORING AND REMEDIES: Risk assessments will be ongoing throughout the project period. Sub-Recipient agrees to allow the State to monitor Sub-Recipient to ensure compliance with program requirements, to identify any deficiencies in the administration and performance of the award and to facilitate the same. At the discretion of the State, monitoring may include but is not limited to the following: On-site visits, follow-up, document and/or desk reviews, third- party evaluations, virtual monitoring, technical assistance and informal monitoring such as email and telephone interviews. As appropriate, the cooperative audit resolution process may be applied. Sub-Recipient agrees to comply with ongoing risk assessments, to facilitate the monitoring process, and further, Sub-Recipient understands and agrees that the requirements and conditions under the grant award may change as a result of the risk assessment/monitoring process. In the event of noncompliance or failure to perform under the grant award, the State has the authority to apply remedies, including but not limited to: temporarily withholding payments, disallowances, suspension or termination of the federal award, suspension of other federal awards received by Sub-Recipient, debarment, or other remedies including civil and/or criminal penalties as appropriate. 6. RETENTION AND INSPECTION OF RECORDS: The Sub-Recipient agrees to maintain or supervise the maintenance of records necessary for the proper and efficient operation of the program, including records and documents regarding applications, determination of eligibility (when applicable), the provision of services, administrative costs, and statistical, fiscal, and other information records necessary for reporting and accountability required by the State. The Sub-Recipient shall retain such records for a period of three years after the date of the submission of the final expenditure report. If any litigation, claim, or audit is started before the expiration of the three-year period, the records must be retained until all litigation, claims, or audit findings involving the records have been resolved and final action taken. The three-year retention period may be extended upon written notice by the State. Records for real property and equipment acquired with Federal funds must be retained for three years after final disposition. When records are transferred to or maintained by the Federal awarding agency or the State, the three-year retention requirement is not applicable to the Sub-Recipient. In the event Sub-Recipient must report program income after the period of performance, the retention period for the records pertaining to the earning of the program income starts from the end of Sub-Recipient's fiscal year in which the program income is earned. In the event the documents and their supporting records consist of indirect cost rate computations or proposals, cost allocation plans, and any similar accounting computations of the rate at which a particular group of costs is chargeable, the following applies: (1) If submitted for negotiation - If the proposal, plan, or other computation is required to be submitted to the Federal Government (or to the State) to form the basis for negotiation of the rate, then the three-year retention period for its supporting records starts from the date of such submission. (2) If not submitted for negotiation - If the proposal, plan, or other computation is not required to be submitted to the Federal Government (or to the State) for negotiation purposes, then the three-year retention period for the proposal, plan, or computation and its supporting records starts from the end of the Sub-Recipient’s fiscal year (or other accounting period) covered by the proposal, plan, or other computation. The State, through any authorized representative, shall have access to and the right to examine and copy all records, books, papers or documents related to services rendered under this Agreement and shall have access to personnel of the Sub-Recipient for purposes of interview and discussion related to the records, books, papers and documents. State Proprietary Information, which shall include all information disclosed to the Sub-Recipient by the State, shall be retained in Sub-Recipient’s secondary and backup systems and shall remain fully subject to the obligations of confidentiality stated herein until such information is erased or destroyed in accordance with Sub- Recipient’s established record retention policies. All payments to the Sub-Recipient by the State are subject to site review and audit as prescribed and carried out by the State. Any over payment under this Agreement shall be returned to the State within thirty days after written notification to the Sub-Recipient. 7. AUDIT REQUIREMENTS: If Sub-Recipient expends $750,000 or more in federal awards during the Sub-Recipient’s fiscal year, the Sub- Recipient must have an audit conducted in accordance with 2 CFR Part 200, Subpart F-Audit Requirements, by 12/23 10 an auditor approved by the Auditor General to perform the audit. On continuing audit engagements, the Auditor General’s approval should be obtained annually. Approval of an auditor must be obtained by forwarding a copy of the audit engagement letter to: Department of Legislative Audit A-133 Coordinator 427 South Chapelle % 500 East Capitol Pierre, SD 57501-5070 If the Sub-Recipient expends less than $750,000 during any Sub-Recipient fiscal year, the State may perform a more limited program or performance audit related to the completion of the Agreement objects, the eligibility of services or costs, and adherence to Agreement provisions. Audits shall be completed and filed with the Department of Legislative Audit by the end of the nine months following end of the fiscal year being audited. For either an entity-wide, independent financial audit or an audit under 2 CFR Part 200 Subpart F, the Sub- Recipient shall resolve all interim audit findings to the satisfaction of the auditor. The Sub-Recipient shall facilitate and aid any such reviews, examinations, agreed upon procedures etc., the State or its contractor(s) may perform. Failure to complete audit(s) as required, including resolving interim audit findings, will result in the disallowance of audit costs as direct or indirect charges to programs. Additionally, a percentage of awards may be withheld, overhead costs may be disallowed, and/or awards may be suspended, until the audit is completely resolved. The Sub-Recipient shall be responsible for payment of any and all audit exceptions which are identified by the State. The State may conduct an agreed upon procedures engagement as an audit strategy. The Sub-Recipient may be responsible for payment of any and all questioned costs, as defined in 2 C.F.R. 200.84, at the discretion of the State. Notwithstanding any other condition of the Agreement, the cooperative audit resolution process applies, as appropriate. The books and records of the Sub-Recipient must be made available if needed and upon request at the Sub-Recipient’s regular place of business for audit by personnel authorized by the State. The State and/or federal agency has the right to return to audit the program during performance under the grant or after close-out, and at any time during the record retention period, and to conduct recovery audits including the recovery of funds, as appropriate. If applicable, Sub-Recipient agrees to comply in full with the administrative requirements and cost principles as outlined in OMB uniform administrative requirements, cost principles, and audit requirements for federal awards – 2CFR Part 200 (Uniform Administrative Requirements). 8. SUB-RECIPIENT ATTESTATION: By signing this Agreement, Sub-Recipient attests to the following requirements as set forth in SDCL § 1-56-10: (A) A conflict of interest policy is enforced within the recipient's or Sub-Recipient's organization; (B) The Internal Revenue Service Form 990 has been filed, if applicable, in compliance with federal law, and is displayed immediately after filing on the recipient's or Sub-Recipient's website; (C) An effective internal control system is employed by the recipient's or Sub-Recipient's organization; and (D) If applicable, the recipient or Sub-Recipient is in compliance with the federal Single Audit Act, in compliance with § 4-11-2.1, and audits are displayed on the recipient's or Sub-Recipient's website. Sub-Recipient further represents that any concerns or issues it had in complying with the foregoing attestations were provided to the State and resolved to their satisfaction prior to signing this Agreement. In the event of a significant change in the conflict of interest policy, Sub-Recipient agrees to provide immediate notice of such change to the State and provide a copy of the new conflict of interest policy. Sub-Recipient understands that any change in the conflict of interest policy may result in a change in their monitoring or other performance requirements under the grant and expressly agrees to comply with those changes and to facilitate any additional monitoring as required by the State. 12/23 11 9. CLOSEOUT: a. For purposes of this Agreement, “Date of Completion” shall mean the date when the Agreement expires pursuant to its terms or is terminated in accordance with paragraph 12. b. The Sub-Recipient shall submit a final financial report to the State. Within the limits of the Agreement amount, the State may make upward or downward cost adjustments based on the information contained in the report. Agreement obligations will remain in force until all final reports are reviewed and approved by the State. c. The Sub-Recipient, along with the final financial report, will refund to the State any unexpended funds or unobligated (unencumbered) cash advances. d. All outstanding obligations (encumbered funds) which have not been paid out as of the Date of Completion must be liquidated prior to the submission of the final report. e. Whether audits were conducted during the Agreement term, a final financial and compliance audit may be initiated up to three years after the date the State approves the final financial report. f. If either the final financial report or the final audit discloses an overpayment to the Sub-Recipient, the State may, at its option, either require the Sub-Recipient to repay the overpayment to the State or deduct the amount of overpayment from monies due the Sub-Recipient under this Agreement or under any other agreement between the Sub-Recipient and the State. g. The Sub-Recipient shall provide, along with the final financial report, a written accounting of property acquired with Agreement funds or received from the State. h. All close-out requirements must be completed within initial term. days after the “Date of Completion.” i. If additional closeout requirements are needed, as described in 2 CFR 200.331, they are attached hereto as Attachment and incorporated herein. B. STANDARD CLAUSES 10. ASSURANCE REQUIREMENTS: (For Federally funded contracts only). The Sub-Recipient agrees to abide by all applicable provisions of the following: Byrd Anti Lobbying Amendment (31 USC 1352), Debarment and Suspension (Executive Orders 12549 and 12689 and 2 C.F.R. 180), Drug-Free Workplace, Executive Order 11246 Equal Employment Opportunity as amended by Executive Order 11375 and implementing regulations at 41 C.F.R. part 60, Title VI of the Civil Rights Act of 1964, Title VIII of the Civil Rights Act of 1968, Section 504 of the Rehabilitation Act of 1973, Title IX of the Education Amendments of 1972, Drug Abuse Office and Treatment Act of 1972, Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970, Age Discrimination Act of 1975, Americans with Disabilities Act of 1990, Pro-Children Act of 1994, Hatch Act, Health Insurance Portability and Accountability Act (HIPAA) of 1996 as amended, Clean Air Act, Federal Water Pollution Control Act, Charitable Choice Provisions and Regulations, Equal Treatment for Faith-Based Religions at Title 28 Code of Federal Regulations Part 38, the Violence Against Women Reauthorization Act of 2013 and American Recovery and Reinvestment Act of 2009, as applicable; and any other nondiscrimination provision in the specific statute(s) under which application for Federal assistance is being made; and the requirements of any other nondiscrimination statute(s) which may apply to the award. 11. COST PRINCIPLES: If applicable, Sub-Recipient agrees to comply in full with the administrative requirements and cost principles as outlined in OMB uniform administrative requirements, cost principles, and audit requirements for federal awards – 2CFR Part 200 (Uniform Administrative Requirements). 12. TERMINATION: This Agreement may be terminated by either party hereto upon thirty (30) days written notice. In the event the Sub-Recipient breaches any of the terms or conditions hereof, this agreement may be terminated by the State at any time, with or without notice. Upon termination of this agreement, all accounts and payments shall be processed according to financial arrangements set forth herein for services rendered to date of termination. If termination for breach is effected by the State, any payments due to Sub-Recipient at the time of termination may be adjusted to cover any additonal costs to the State as a result of Sub-Recipient’s breach. Upon termination the State may take over the work and may award another party a contract to complete the work contemplated by this Agreement. If the State terminates for a breach by Sub-Recipient and it is determined that the Sub-Recipient was not at fault, then Sub-Recipient shall 12/23 12 be paid for eligible services rendered and expenses incurred up to the date of termination. Any terms of this Agreement that would, by their nature or through the express terms of this Agreement, survive the expiration or termination of this Agreement shall so survive, including but not limited to the terms of sections 6, 15,30,34, 13. FUNDING: This contract depends upon the continued availability of appropriated funds and expenditure authority from the Legislature for this purpose. If for any reason the Legislature fails to appropriate funds or grant expenditure authority, or funds become unavailable by operation of the law or federal funds reduction, this Agreement will be terminated by the State upon five days written notice. Grantee agrees that termination for any of these reasons is not a default by the State nor does it give rise to a claim against the State or any officer, agent or employee of the State and Sub-Recipient waives any claim against the same. 14. ASSIGNMENT AND AMENDMENT: This Agreement may not be assigned without the express prior written consent of the State. This Agreement may not be amended except in writing, which writing shall be expressly identified as a part hereof, and be signed by an authorized representative of each of the parties hereto. 15. CONTROLLING LAW: This Contract shall be governed by and construed in accordance with the laws of the State of South Dakota, without regard to any conflicts of law principles, decisional law, or statutory provision which would require or permit the application of another jurisdiction’s substantive law. Venue for any lawsuit pertaining to or affecting this Agreement shall be in the Circuit Court, Sixth Judicial Circuit, Hughes County, South Dakota. 16. SUPERSESSION: All other prior discussions, communications and representations concerning the subject matter of this Agreement are superseded by the terms of this Agreement, and except as specifically provided herein, this Agreement constitutes the entire agreement with respect to the subject matter hereof. 17. SEVERABILITY: In the event that any provision of this Agreement shall be held unenforceable or invalid by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision of this Agreement, which shall remain in full force and effect. 18. NOTICE: Any notice or other communication required under this Agreement shall be in writing and sent to the address set forth above. Notices shall be given by and to the Division being contracted with on behalf of the State, and by the Sub-Recipient, or such authorized designees as either party may from time to time designate in writing. Notices or communications to or between the parties shall be deemed to have been delivered when mailed by first class mail, provided that notice of default or termination shall be sent by registered or certified mail, or, if personally delivered, when received by such party. 19. SUBCONTRACTORS/SUB-RECIPIENTS: The Sub-Recipient will not use subcontractors or other Sub-Recipients to perform work under this Agreement without the express prior written consent from the State. The State reserves the right to complete a risk assessment on any proposed sub-contractor or Sub-Recipient and to reject any person or entity presenting insufficient skills or inappropriate behavior. The Sub-Recipient will include provisions in its subcontracts or sub-grants requiring its subcontractors and Sub- Recipients to comply with the applicable provisions of this Agreement, to indemnify the State, and to provide insurance coverage for the benefit of the State in a manner consistent with this Agreement. The Sub-Recipient will cause its subcontractors, Sub-Recipients, agents, and employees to comply with applicable federal, state and local laws, regulations, ordinances, guidelines, permits and requirements and will adopt such review and inspection procedures as are necessary to assure such compliance. The State, at its option, may require the vetting of any subcontractors and Sub-Recipients. The Sub-Recipient is required to assist in this process as needed. 12/23 13 20. STATE’S RIGHT TO REJECT: The State reserves the right to reject any person or entity from performing the work or services contemplated by this Agreement, who present insufficient skills or inappropriate behavior, or is considered by the state to be a security risk. 21. CONFLICT OF INTEREST: Sub-Recipient agrees to establish safeguards to prohibit any employee or other person from using their position for a purpose that constitutes or presents the appearance of personal or organizational conflict of interest, or personal gain as contemplated by SDCL 5-18A-17 through 5-18A-17.6. Any potential conflict of interest must be disclosed in writing and approved, in writing, by the State. In the event of a conflict of interest, the Sub-Recipient expressly agrees to be bound by the conflict of interest resolution process set forth in SDCL § 5-18A-17 through 5-18A-17.6. 22. TERMS: By accepting this Agreement, the Sub-Recipient assumes certain administrative and financial responsibilities. Failure to adhere to these responsibilities without prior written approval by the State shall be a violation of the terms of this Agreement, and the Agreement shall be subject to termination. 23. CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY, AND VOLUNTARY EXCLUSION: Sub-Recipient certifies, by signing this Agreement, that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any federal department or any state or local government department or agency. Sub-Recipient further agrees that it will immediately notify the State if during the term of this Agreement it or its principals become subject to debarment, suspension or ineligibility from participating in transactions by the federal government, or by any state or local government department or agency. C. AGENCY OR GRANT SPECIFIC CLAUSES 24. This agreement is the result of request for proposal process, RFP # 25. Does this agreement involve Protected Health Information (PHI)? YES ( ) NO ( X ) If PHI is involved, a Business Associate Agreement must be attached and is fully incorporated herein as part of the agreement (refer to attachment). 26. COMPLIANCE WITH EXECUTIVE ORDER 2020-01: By entering into this Agreement, Sub-Recipient certifies and agrees that it has not refused to transact business activities, it has not terminated business activities, and it has not taken other similar actions intended to limit its commercial relations, related to the subject matter of this Agreement, with a person or entity that is either the State of Israel, or a company doing business in or with Israel or authorized by, licensed by, or organized under the laws of the State of Israel to do business, or doing business in the State of Israel, with the specific intent to accomplish a boycott of divestment of Israel in a discriminatory manner. It is understood and agreed that, if this certification is false, such false certification will constitute grounds for the State to terminate this Agreement. Sub-Recipient further agrees to provide immediate written notice to the State if during the term of this Agreement it no longer complies with this certification and agrees such noncompliance may be grounds for termination of this Agreement. 27. COMPLIANCE WITH SDCL ch 5-18A: Contractor certifies and agrees that the following information is correct: The bidder or offeror is not an organization, association, corporation, partnership, joint venture, limited partnership, limited liability partnership, limited liability company, or other entity or business association, including all wholly-owned subsidiaries, majority-owned subsidiaries, parent companies, or affiliates, of those entities or business associations, regardless of their principal place of business, which is ultimately owned or controlled, directly or indirectly, by a foreign parent entity from, or the government of, the People’s Republic of China, the Republic of Cuba, the Islamic Republic of Iran, the Democratic People’s Republic of Korea, the Russian Federation, or the Bolivarian Republic of Venezuela. 12/23 14 It is understood and agreed that, if this certification is false, such false certification will constitute grounds for the purchasing agency to reject the bid or response submitted by the bidder or offeror on this project and terminate any contract awarded based on the bid or response, and further would be cause to suspend and debar a business under SDCL § 5-18D-12. The successful bidder or offeror further agrees to provide immediate written notice to the purchasing agency if during the term of the contract it no longer complies with this certification and agrees such noncompliance may be grounds for contract termination and would be cause to suspend and debar a business under SDCL § 5-18D- 12. 28. CERTIFICATION OF NO STATE LEGISLATOR INTEREST: Contractor (i) understands neither a state legislator nor a business in which a state legislator has an ownership interest may be directly or indirectly interested in any contract with the State that was authorized by any law passed during the term for which that legislator was elected, or within one year thereafter, and (ii) has read South Dakota Constitution Article 3, Section 12 and has had the opportunity to seek independent legal advice on the applicability of that provision to this Agreement. By signing this Agreement, Contractor hereby certifies that this Agreement is not made in violation of the South Dakota Constitution Article 3, Section 12. 29. PROPERTY MANAGEMENT STANDARDS: The Sub-Recipient agrees to observe Federal Government uniform standards governing the utilization of property whose cost was charged to a project supported by a federal grant. 30. TECHNICAL ASSISTANCE: The State agrees to provide technical assistance regarding the State’s rules, regulations and policies to the Sub- Recipient and to assist in the correction of problem areas identified by the State’s monitoring activities. 31. LICENSING AND STANDARD COMPLIANCE: The Sub-Recipient agrees to comply with all licensing and other standards required by Federal, State, County, City or Tribal statute, regulation or ordinance in which the service and/or care is provided for the duration of this agreement. The Sub-Recipient will maintain effective internal controls in managing the federal award. Liability resulting from noncompliance with licensing and other standards required by Federal, State, County, City or Tribal statute, regulation or ordinance or through the Sub-Recipient’s failure to ensure the safety of all individuals served is assumed entirely by the Sub-Recipient. 32. WORK PRODUCT: Sub-Recipient hereby acknowledges and agrees that all reports, plans, specifications, technical data, drawings, software system programs and documentation, procedures, files, operating instructions and procedures, source code(s) and documentation, including those necessary to upgrade and maintain the software program, state proprietary information, state data, end user data, Personal Health Information as defined in 45 CFR 160.103, and all information contained therein provided to the State by the Sub-Recipient in connection with its performance of service under this Agreement shall belong to and is the property of the State and will not be used in any way by the Sub-Recipient without the written consent of the State. Paper, reports, forms, software programs, source code(s) and other materials which are a part of the work under this Agreement will not be copyrighted without written approval of the State. In the unlikely event that any copyright does not fully belong to the State, the State nonetheless reserves a royalty-free, non-exclusive, and irrevocable license to reproduce, publish, and otherwise use, and to authorize others to use, any such work for government purposes. Sub-Recipient agrees to return all information received from the State to State’s custody upon the end of the term of this contract, unless otherwise agreed in a writing signed by both parties. 33. IT STANDARDS: Any service, software or hardware provided under this agreement will comply with state standards which can be found at https://bit.sd.gov/bit?id=bit_standards_overview. 34. INDEMNIFICATION: https://bit.sd.gov/bit?id=bit_standards_overview 12/23 15 Sub-Recipient agrees to indemnify the State of South Dakota, its officers, agents, and employees, from and against all claims or proceedings for actions, suits, damages, liabilities, other lossess or equitable releif that may arise at least in part as a result of an act or omission in performing services under this Agreement. Sub- Recipient shall defend the State of South Dakota, its officers, agents, and employees against any claim, including any claim, action, suit, or other proceeding related to the claim. Sub-Recipient’s obligation to idemnify includes the payment of attorney fees and other costs of defense. In defending the State of South Dakota, its officers, agents, and employees, Sub-Recipient shall engage other professionals, subject to the written approval of the State which shall not be unreasonably witheld. Notwithstanding the foregoing, the State may, in its sole discretion and at the expense of Sub-Recipient, engage attorneys and other professionals to defend the State of South Dakota, its officers, agents, and employees, or to assist Sub-Recipient in the defense. This section does not require Sub-Recipient to be responsible for or defend against claims or proceedings for damages, liabilities, lossess or equitable relief arising solely from errors or omissions of the State, its officers, agents, or employees. 35. INSURANCE: At all times during the term of this Agreement, Contractor shall obtain and maintain in force insurance coverage of the types and with the limits as follows: A. Commercial General Liability Insurance: Consultant shall maintain occurrence-based commercial general liability insurance or an equivalent form with a limit of not less than $1,000,000 for each occurrence. If such insurance contains a general aggregate limit, it shall apply separately to this Agreement or be no less than two times the occurrence limit. The insurance policy shall name the State of South Dakota, its officers and employees, as additional insureds, but liability coverage is limited to claims not barred by sovereign immunity. The State of South Dakota, its officers and employees do not hereby waive sovereign immunity for discretionary conduct as provided by law. B. Professional Liability Insurance or Miscellaneous Professional Liability Insurance: Consultant agrees to procure and maintain professional liability insurance with a limit not less than $1,000,000. C. Business Automobile Liability Insurance: Consultant shall maintain business automobile liability insurance or an equivalent form with a limit of not less than $1,000,000 for each accident. This insurance shall include coverage for owned, hired and non- owned vehicles. D. Worker’s Compensation Insurance: Consultant shall procure and maintain Workers’ Compensation and employers’ liability insurance as required by South Dakota or federal law. Before beginning work under this Agreement, Contractor shall furnish the State with properly executed Certificates of Insurance which shall clearly evidence all insurance required in this Agreement including naming the State, its officers and employees, as additional insureds, as set forth above. In the event of a substantial change in insurance, issuance of a new policy, cancellation or nonrenewal of the policy, Contractor agrees to provide immediate notice to the State and provide a new certificate of insurance showing continuous coverage in the amounts required. Contractor shall furnish copies of insurance policies if requested by the State. 36. CONFIDENTIALITY OF INFORMATION: For the purpose of the sub-paragraph, “State Proprietary Information” shall include all information disclosed to the Sub-Recipient by the State. Sub-Recipient acknowledges that it shall have a duty to not disclose any State Proprietary Information to any third person for any reason without the express written permission of a State officer or employee with authority to authorize the disclosure. Sub-Recipient shall not: (i) disclose any State Proprietary Information to any third person unless otherwise specifically allowed under this contract; (ii) make any use of State Proprietary Information except to exercise rights and perform obligations under this contract; (iii) make State Proprietary Information available to any of its employees, officers, agents or Sub-Recipients except those who have agreed to obligations of confidentiality at least as strict as those set out in this contract and who have a need to know such information. Sub-Recipient is held to the same standard of care in guarding State Proprietary Information as it applies to its own confidential or proprietary information and materials of a 12/23 16 similar nature, and no less than holding State Proprietary Information in the strictest confidence. Sub-Recipient shall protect confidentiality of the State’s information from the time of receipt to the time that such information is either returned to the State or destroyed to the extent that it cannot be recalled or reproduced. State Proprietary Information shall not include information that (i) was in the public domain at the time it was disclosed to Sub-Recipient; (ii) was known to Sub-Recipient without restriction at the time of disclosure from the State; (iii) that is disclosed with the prior written approval of State’s officers or employees having authority to disclose such information; (iv) was independently developed by Sub-Recipient without the benefit or influence of the State’s information; (v) becomes known to Sub-Recipient without restriction from a source not connected to the State of South Dakota. State’s Proprietary Information shall include names, social security numbers, employer numbers, addresses and all other data about applicants, employers or other clients to whom the State provides services of any kind. Sub-Recipient understands that this information is confidential and protected under applicable State law at SDCL 1-27-1.5, modified by SDCL 1-27-1.6, SDCL 28-1-29, SDCL 28- 1-32, and SDCL 28-1-68 as applicable federal regulation and agrees to immediately notify the State of the information disclosure, either intentionally or inadvertently. The parties mutually agree that neither of them shall disclose the contents of the agreement except as required by applicable law or as necessary to carry out the terms of the agreement or to enforce that party’s rights under this agreement. Sub-Recipient acknowledges that the State and its agencies are public entities and thus are bound by South Dakota open meetings and open records laws. It is therefore not a breach of this agreement for the State to take any action that the State reasonably believes is necessary to comply with the South Dakota open records or open meetings laws, including but not limited to posting this Agreement on the State’s website. If work assignment performed during this Agreement required security requirements or clearance, the Sub-Recipient will be required to undergo investigation or may be required to sign separate confidentiality agreements, and it will limit access to the confidential information and related work activities to employees that have executed such agreements. Sub-Recipient acknowledges that the State shares general information, including performance information, about Sub-Recipient among and between other State agencies upon request of such agencies for the purpose of making determinations of the risk involved with potential, subsequent grant awards and for other purposes. Sub-Recipient expressly consents and agrees to such uses by the State. 37. DAVIS-BACON ACT: When required by Federal program legislation, all prime construction contracts in excess of $2,000 awarded by non-Federal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 CFR Part 5, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”). 38. COMPLIANCE WITH 40 U.S.C. 3702 AND 3704: Where applicable, all contracts awarded by the non-Federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). 39. FUNDING AGREEMENT AND “RIGHTS TO INVENTION”: If the Federal award meets the definition of “funding agreement” under 37 CFR §401.2 (a) and the recipient or Sub-Recipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the recipient or Sub-Recipient must comply with the requirements of 37 CFR Part 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency. 40. FORCE MAJEURE: Notwithstanding anything in this Agreement to the contrary, neither party shall be liable for any delay or failure to perform under the terms and conditions of this Agreement, if the delay or failure is caused by war, terrorist attacks, riots, civil commotion, fire, flood, earthquake or any act of God, or any causes beyond the party’s reasonable control provided, however that in order to be excused from delay or failure to perform, the party must act diligently to remedy the cause of such delay or failure and must give notice to the other party as provided in this Agreement as soon as reasonably possible of the length and cause of the delay in performance. 41. WAIVER OF BREACH: The waiver by either party of a breach or violation of any provision of this Agreement shall not operate as, or be 12/23 17 construed to be, a waiver of any subsequent breach of the same or other provisions in this Agreement. 42. HEADINGS: The headings in this Agreement are for convenience and reference only and shall not govern, limit, modify or in any manner affect the scope, meaning, or intent of the provisions of this Agreement. 43. AUTHORITY TO EXECUTE: Sub-Recipient represents and warrants that the execution, delivery, and performance of this Agreement has been duly authorized by Sub-Recipient and that no approval, authorization, or consent of any governmental or regulatory agency is required to be obtained in order for Sub-Recipient to enter into this Agreement and perform its obligations under this Agreement. If the Sub-Recipient is a corporation, said corporation is duly incorporated, validly existing, and in good standing under the laws of its state of incorporation and has all requisite corporate power and authority to execute, deliver, and perform its obligations under this Agreement. If Sub-Recipient is an individual person, partnership, or other non-corporate entity, Sub-Recipient is authorized to conduct business in and is in good standing in each jurisdiction in which Sub-Recipient will conduct business in connection with this Agreement. Sub-Recipient has obtained all licenses, certifications, permits, and authorizations necessary to perform the services under this Agreement and currently is in good standing with all regulatory agencies that regulate any or all aspects of Sub-Recipient’s performance of the services. Sub- Recipient will maintain all required certifications, licenses, permits and authorizations during the term of this Agreement at its own expense. 12/23 18 D. AUTHORIZED SIGNATURES: In witness hereto, the parties signify their agreement by affixing their signatures hereto. Grantee Signature Date Grantee Printed Name State - DSS Division Director Date State - DSS Chief Financial Officer Jason Simmons Date State – DSS Cabinet Secretary Matthew K. Althoff Date 12/23 19 Vendor Number Group State Agency Coding: CFDA# Company Account Center Req Center User Dollar Total State Program Contact Person Phone State Fiscal Contact Person Contract Accountant Phone ̙605 773-3586 Sub-Recipient Program Contact Person Phone Sub-Recipient Program Email Address Sub-Recipient Fiscal Contact Person Phone Sub-Recipient Fiscal Email Address 20 Attachment 2 – Cost Proposal Template Cost Proposal Template Personnel Costs [Total] Project Title Staff Name Hourly Rate Hours Total Amount Requested Ex: Senior Research and Evaluation Scientist Ex: Statistical Programming Staff Ex: Coordination/Data Entry/Admin Trainings to Providers $ Other [Total] Ex: Administrative Fee Total Amount Requested [TOTAL REQUESTED]