GNA South Zone Fisheries Biologist

STATE OF IDAHO DEPARTMENT OF LANDS GNA - SOUTH ZONE FISHERIES BIOLOGIST REQUEST FOR QUOTE NO. 23-202-171008 DUE BEFORE 12:00 PM MT (Mountain Time) ON MARCH 20, 2023 IDL GNA 23-202-171008 1 of 25 FISHERIES BIOLOGIST IDL GNA 23-202-171008 2 of 25 FISHERIES BIOLOGIST STATE OF IDAHO DEPARTMENT OF LANDS REQUEST FOR QUOTE 23-202-171008 GNA - SOUTH ZONE FISHERIES BIOLOGIST RESPONSES DUE BEFORE 12:00 PM MT, March 20, 2023 The purpose of this Request for Quote (RFQ) package is to solicit quotes for a contracted Fisheries Biologist as outlined in the attached project description and contract documents. QUESTIONS: Questions pertaining to RFQ specifications must be submitted in writing via email to Sandra Ramirez at sramirez@idl.idaho.gov by 12:00 PM MT Friday, March 10, 2023. Only questions answered by written amendment are binding. Oral interpretations have no legal effect. Unofficial communication streams are not binding and at your

own risk. Responses to questions received will be posted as an addendum on the IDL website at www.idl.idaho.gov. Verbal questions will not be accepted. INSTRUCTIONS: All price quotes must be entered on the Attachment 3 - Schedule A. The signed Schedule A must be returned to the email address listed below. Idaho Department of Lands shall award the contract to the qualified Contractor submitting the lowest responsible and responsive quote. In the case of math errors, the PRICE PER UNIT will be correctly extended, and the corrected TOTAL EXTENDED AMOUNT will be the basis for award. RFQ DEADLINE AND DELIVERY REQUIREMENTS: Quotes must be received by the Idaho Department of Lands at the email address listed below before 12:00 PM MT on March 20, 2023. The Department of Lands is not responsible for undelivered quotes by the RFQ deadline and assumes no responsibility for failure of any electronic submission process, including any computer or other equipment to deliver all or a portion of the Quote at the time, or to the location, required by the Solicitation. The date and time of electronically received Quotes, to the Idaho Department of Lands email address listed below, will be used to determine if electronically submitted Quotes were received by the due date and time specified. Hard copies (by mail or courier), hand delivered, faxed or late quotes will not be accepted. Email Address: sramirez@idl.idaho.gov Subject Line to Read: Quote for RFQ #23-202-171008 GNA South Zone Fisheries Biologist mailto:sramirez@idl.idaho.gov http://www.idl.idaho.gov/ IDAHO DEPARTMENT OF LANDS STANDARD INFORMATION ADDENDA It will be the respondent’s responsibility to check for any addenda prior to submitting a quotation. In the event it becomes necessary to revise any part of the solicitation documents, addenda will be made available. Information given to a respondent will be available to all other respondents if such information is necessary for purposes of submitting a quotation or if failure to give such information would be prejudicial to uninformed respondents. BURDEN OF PROOF ANY VARIATIONS of brand names or deviations from the specifications MUST BE CLEARLY STATED. It shall be the responsibility and burden of the submitting vendor to furnish the State WITH ITS ORIGINAL SUBMISSION sufficient data to determine if the goods or services offered conform to the specifications. ORAL INFORMATION The State will not be responsible for any verbal or oral information regarding a quote. DISQUALIFICATION AND AWARD INFORMATION The state reserves the right to make reasonable inquiry to determine the responsibility of a contractor. Such requests may include but not be limited to financial statements, credit ratings, statements of experience and past performance, references, etc. Successful contractors must show to the satisfaction of the Idaho Department of Lands that they have sufficient equipment and work crews to complete the work contracted by the time specified. The unreasonable failure of a contractor to promptly supply information in connection with such a request is reason for disqualification. Except as otherwise provided by law, information furnished by the contractor pursuant to this provision may not be disclosed outside the Idaho Department of Lands without prior written consent of the Contractor. Disqualification of a high-ranking contractor may be pursued when their reputation, experience or references are such as to create a doubt about satisfactory job completion or if the price quotes are considerably below Department estimates and the other quotes. The purchasing agent will contact the contractor and request that they disqualify themselves by withdrawing in writing. If the contractor refuses to withdraw, the purchasing agent may notify the contractor in writing or email that the Department will not offer the contractor a contract and proceed with an award to the next responsible contractor. PARTNERSHIPS Contractors responding as partners must furnish the Idaho Department of Lands the name of the partnership, names of the partners, and the partnership's federal taxpayer ID number. All payments will be made to the partnership. IDL GNA 23-202-171008 3 of 25 FISHERIES BIOLOGIST INTERNAL REVENUE SERVICES REPORTING REQUIREMENT IRS rules and regulations require employers to submit a miscellaneous income form (IRS form 1099) for all contractual persons who receive $600 or more in a calendar year. Incorporated firms are exempt from this reporting requirement. The contractor's taxpayer identification number (Social Security or employer number) must be listed on the signature page of the contract. PUBLIC RECORDS The Idaho Public Records Law, Idaho Code Sections 74-101 through 74-126, allows the open inspection and copying of public records. Public records include any writing containing information relating to the conduct or administration of the public's business prepared, owned, used, or retained by a state or local agency regardless of the physical form or character. ALL, OR MOST (there are exceptions), OF THE INFORMATION CONTAINED IN YOUR RESPONSE TO THE STATE'S SOLICITATION WILL BE A PUBLIC RECORD SUBJECT TO DISCLOSURE UNDER THE PUBLIC RECORDS LAW. WORKERS COMPENSATION INSURANCE All persons working for the State under any contract of hire, expressed or implied, must be covered by worker’s compensation insurance. (Reference Title 72, Idaho Code). Contact the Idaho Industrial Commission with any Worker’s Compensation questions. Any contractor who hires employees to accomplish the contracted work must provide a certificate of worker’s compensation insurance. PREFERENCES Section 67-2349, Idaho Code, requires application of a preference in determining which contractor submitted the lowest responsible quote. If the contractor who submitted the lowest quote is domiciled in a state which has a preference law that penalizes Idaho domiciled contractors, then the State must apply a preference. The penalty applied to out- of-state contractors competing against Idaho contractors is determined by the penalty applied by the contractor’s domiciliary state to its out-of-state contractors. In determining domicile, the following “rule of thumb” will be used: Corporations – the state in which the corporation is chartered or incorporated; Sole proprietor or partnership – the state in which the permanent headquarters of the business is located. A contractor domiciled outside the boundaries of the state of Idaho may be considered as an Idaho domiciled contractor provided that there exists for a period of one year preceding the date of the quote a significant Idaho economic presence as defined herein. A significant Idaho economic presence shall consist of the following: (a) That the contractor maintains in Idaho fully staffed offices, or fully staffed sales offices or divisions, or fully staffed sales outlets, or manufacturing facilities, or warehouses or other necessary related property; and (b) if a corporation, that it be registered and licensed to do business in the state of Idaho with the Office of the Secretary of State. REJECTION OF QUOTES AND CANCELLATION OF QUOTE SOLICITATION Prior to the issuance of a contract, the State shall have the right to accept or reject all or any part of a quote when: (i) it is in the best interests of the State of Idaho; (ii) the quote does not meet the minimum quote specifications; (iii) the quote is not the lowest IDL GNA 23-202-171008 4 of 25 FISHERIES BIOLOGIST responsible quote; (iv) a finding is made based upon available evidence that a respondent is not responsible or is otherwise incapable of meeting specifications or providing an assurance of ability to fulfill contract requirements; or (v) the item offered deviates to a major degree from the quote specifications, as determined by the State (minor deviations, as determined by the State, may be accepted as substantially meeting the quote requirements of the State of Idaho). Deviations will be considered major when such deviations appear to frustrate the competitive solicitation process or provide a respondent an unfair advantage. Prior to the issuance of a contract, the State shall have the right to reject all quotations or to cancel a solicitation or request for quotations. Cancellation may be for reasons that include but are not limited to: (i) inadequate or ambiguous specifications; (ii) specifications have been revised; (iii) property is no longer required; (iv) there is a change in requirements; (v) all quotes are deemed unreasonable or sufficient funds are not available; (vi) quotes were not independently arrived at or were submitted in bad faith; (vii) it is determined that all requirements of the solicitation process were not met; (viii) insufficient competition; or (ix) it is in the best interests of the state of Idaho. Pursuant to IDL Procurement Policy No. 13, the right is reserved to engage in negotiations. AWARD PROCEDURES IDL will email all respondents within five (5) business days following the solicitation closure of its intent to award a contract(s) and the party(ies) to whom the contract(s) will be awarded and will then email a contract award to the successful respondent(s). Respondents to whom a contract has been awarded will have fourteen (14) calendar days from the mailing date of the award notice to return to IDL a signed copy of the contract along with the required bonding and certificates of insurance. If IDL does not receive such documents within the specified time period, IDL may declare, at its sole discretion, that all respondent’s rights to the contract are forfeited, and the State may proceed without further delay or notice to award the contract to the next low respondent. IDL GNA 23-202-171008 5 of 25 FISHERIES BIOLOGIST Overnight bunk space may be provided for multi-day site visits if available. Camping may be necessary, depending on project site locations, but is not likely. Most site visits can be completed as day trips. If NFMA development for a project is incomplete, approximately 5-15 days of project-specific field work will be required. If NFMA development has been completed, 1-5 field days can be supported for Contractor to become familiar with the site area. 4. Travel South Zone - Fish Bio Work List as of 2/15/2023 SZ Priority Project NEPA Type District Analysis Needed Field Work Estimate Other Notes 1 Newsome Fuels CE Red River NEPA analysis and ESA consultation. None 2 Trapper Creek Culverts CE Red River NEPA analysis and ESA consultation. None NPT assisting 3 Castle Creek Culvert Replacement/AOP CE Salmon River NFMA, NEPA analysis and ESA consultation. 1 day 4 Blanco Pines Prescribed Burning CE Red River NFMA, NEPA analysis and ESA consultation. 2-3 days 5 Castle Creek Riparian Restoration CE Salmon River NFMA, NEPA analysis and ESA consultation. 1 day 6 Newsome LWD/Boulder Placement EA - DNA Red River NFMA, NEPA analysis and ESA consultation. 2-3 days NPT assisting 7 Allison/Erikson Dams CE Red River NFMA, NEPA analysis and ESA consultation. 2 days 8 End of the World Supplemental EA or EIS Salmon River NEPA analysis editing None 9 Red River LWD EIS - complete Red River Re-initiation ESA Consultation None NPT assisting 10 East Fork Relief Creek Fuel Break CE Red River NFMA, NEPA analysis and ESA consultation. 1 day 11 Dixie Comstock Community Protection Project EA Red River NEPA analysis and ESA consultation. 3-5 days 12 Race Cow EA Salmon River NEPA analysis and ESA consultation. 3-5 days 13 Silver Cougar Not determined Salmon River NMFA input 3-5 days TBD Polly Bemis Ranch water system Idaho Wilderness Water Resource Protection Act. Salmon River/Payette NF NFMA, NEPA analysis and ESA consultation. 1 day IDL GNA 23-202-171008 6 of 25 FISHERIES BIOLOGIST ATTACHMENT 1 PROJECT DESCRIPTION IDL Contract 23-202-171008 Nez Perce Clearwater ~ Fisheries Biologist 1. General Description of Services Requested The intent of this Project is for the selected Contractor to function as a member of the Nez Perce Clearwater National Forests (NPC) Interdisciplinary Team (IDT) member as a Fisheries Biologist. Contractor will provide fisheries technical support for data acquisition, project analysis, and document development and reporting. Tasks include: fisheries analysis and effects analysis using common Forest Service programs; National Environmental Policy Act (NEPA) specialist document development; preparation of Biological Assessments/Evaluations, development of response to comments/objections; and collection of fisheries data. Travel to-and-from the field and in-person attendance at IDT team meetings is expected, the frequency and duration of which are indicated below. Report writing may be done in a virtual setting. Video teleconference capability may be available depending on Contractor’s proximity to Forest Service Offices (Microsoft Office Teams platform). Contractor’s primary Forest point of contact responsible for providing project level direction is Deputy District Ranger, Jeremy Harris. Contractor support is anticipated for 20-40 hour per week for a 5-month period from notice to proceed. 2. Location and Description Office space is available in the Grangeville, White Bird or Elk City, ID Forest Service Offices. Teleworking is supported. 3. Site Visits Site visits for IDT meetings, National Forest Management Act (NFMA) project development, field work and implementation/effectiveness monitoring related to projects, may include one or more of the following projects, or additional projects, as needed: IDL GNA 23-202-171008 7 of 25 FISHERIES BIOLOGIST Travel will be required to the field site for the initial briefing with the NPC forest and for follow up meeting(s), as required (estimated 2 – 4 per month) to coordinate with forest specialists, and to get to and from the field site to perform field work as required. When available and with timely planning, a United States Forest Service (USFS) vehicle can be provided for travel from the Grangeville Office. USFS Defensive Driving and fleet protocols will need to be completed prior to use. The Contractor will travel at the specific request of the NPC. The State reimburses at $0.655 per mile for mileage driven in a personal vehicle and provides $55.00 per day for per diem expenses. The Contractor awarded an agreement will be allowed to submit reimbursable travel costs at the noted rates throughout the term of the agreement, but Not-to-Exceed $3,450.00. 5. Technical Specifications The Contractor shall provide a Fisheries Biologist with expertise in preparing technical reports for NEPA documents, including Biological Evaluations and Biological Assessments. Contractor should have a solid understanding and experience with writing technical reports for NEPA documentation, Biological Assessment and Evaluations specific to fisheries. The Fisheries Biologist is responsible for: A. Developing the proposed action and alternative(s) with IDT members. B. Completing analysis for the responsible official and project record that contains all information required for full disclosure of effects (to identified issues) in the Scoping-Comment and final EA documents, Biological Evaluation and Assessment. C. Providing a professional judgment within the effects analysis as to the project's compliance with the standards and guidelines within the Nez Perce Forest Plan that are associated with aquatic habitats for anadromous and native fishes, and viability of fish species. This will include providing rationale and documentation in support of the professional judgment. D. Completing analysis of the existing condition and any action alternatives using FISHSED model, as required by the Forest Plan. Calculation of predicted cobble embeddedness, and percent change in carrying capacity summer/winter. Full references, data and spreadsheet will be provided to the contractor. E. Working closely with the Hydrologist to complete a Trend Analysis for Forest Plan prescription watersheds, as needed. Full reference and format will be provided to the contractor. F. Ensuring PACFISH standards and guidelines are analyzed for each alternative. Forest Plan Amendment 20 - USDA Forest Service and USDI Bureau of Land Management. 1995. Anadromous Fish Strategy (PACFISH). Decision Notice/Finding of No Significant Impact. Environmental Assessment for the Interim Strategies for Managing Anadromous Fish-producing Watersheds in eastern Oregon and Washington, Idaho, and portions of California. USDA Forest Service and USDI Bureau of Land Management. Washington. DC. G. Gathering references to support conclusions made in the effects analysis, citing the references as appropriate, providing a bibliography of all references used, and providing a copy of all references cited for inclusion in the project record. H. Working closely with the IDT, especially the Soil Scientist and Hydrologist to ensure the analysis is integrated with the others. I. As needed, working closely with the Forest Service fish biologist on Biological Assessments requiring consultation with the US Fish and Wildlife Service, and/or use of existing Programmatic Biological Evaluations. See personnel provided by the Forest Service. J. Preparing a Biological Assessment for Endangered Species Act (ESA) listed species. http://www.sco.idaho.gov/web/sbe/sbeweb.nsf/pages/trvlpolicy.htm IDL GNA 23-202-171008 8 of 25 FISHERIES BIOLOGIST K. Preparing a Biological Evaluation for sensitive species. L. Identifying, mapping (GIS) and classifying all known and surveyed project area fish-bearing streams. M. Responding to public comments and reviewing any literature submitted. N. This work described herein is designed to describe existing resource conditions and to use for determining the environmental impacts of the proposed action and alternative(s). The resource information and effects analysis will be used in refining the proposed action and in demonstrating consistency with relevant laws, rules and regulations. 5.1 General Work Requirements A. Work Schedule It is expected that the Contractor will work on a full-time schedule, approximately 20-40 hours per week. Contractor will continue to provide project support until such time that support is no longer needed, or a total of 900 hours have been worked. There is no set work schedule at this time; work schedule can be negotiated between the Contractor, IDL and NPC during the pre-work meeting or as determined necessary. B. Resources USFS shall furnish all supervision, equipment, materials, supplies, tools, travel, and incidentals to perform all work necessary for completion of work. The Contractor has the responsibility for all other data collection and reports that will be used as the basis for deliverables resulting from the contract, but will release those documents to the USFS. IDL retains approval authority for these documents. The USFS will maintain the formal and final NEPA Decision authority. Access into the USFS NPC computer network will be provided with completion of background check and computer security trainings. Contractor is expected to adhere to all computer security protocols. Computer access may take 2-4 weeks. C. Deliverables Enter all collected data and observations into the respective digital datasets, adhering to USFS fisheries data management protocols. File in the project record: photos, data forms, spreadsheets, analysis, references, and reports. Prepare resource reports or other related reports to document procedures, findings or recommendations. Submit all final documents and reports to the Deputy District Ranger, Jeremy Harris, jeremy.harris@usda.gov. D. Public Involvement Public involvement work may consist of working with IDT leader to develop project level informative documents for public circulation such as news releases. Results of public involvement efforts may be documented, consolidated or analyzed at a resource specific basis for the project record. Public involvement may also include public meetings where interaction with various publics is required. E. Fisheries/Aquatics Team Involvement Contractor is required, at a minimum, to have weekly check-ins with a Forest Service Fish Biologist or the Deputy District Ranger and participate in any beneficial resource meetings. In addition, Contractor will be required to join particular Fisheries/Aquatics Team field trainings. F. Communication Meeting coordination and facilitation may include IDL/USFS meetings, general public involvement meetings, and specific project or project planning collaboration meetings. Meeting management options should include both in-person as well as electronic meeting opportunities such as webinars, video conferencing, or other networking/meeting technology. Meeting preparation should provide the IDL with options and trade-offs as to various meeting formats designed to meet IDL identified objectives and their associated costs and time commitments. G. Writing/Editing work may include technical writing or editing of documents required for support of the NFMA, NEPA and ESA efforts or landscape analyses, watershed assessments, and other programs. Final documents will be Section 508 compliant as described in the Federal Acquisition Regulation https://www.federalregister.gov/documents/2021/08/11/2021-16363/federal-acquisition-regulation- section-508-based-standards-in-information-and-communicationin a format such as pdf and/or word documents and ready for web posting, or as described in local protocols. H. Project Record management will include maintaining reports, field notes and data and literature cited for the official project record until the decision is signed. All products will be in electronic format to the maximum extent possible and meet the Project Record Management requirements of the Pinyon Public database. All planning data, maps, files, reports, computer, audio or videotapes, disks, and other records will be made a part of the permanent administrative record, including all information and data collected by the contractor and any subcontractors. This information and data will be considered non-proprietary and non-confidential with the exception of information protected from disclosure by Exemption 4 of the Freedom of Information Act. Any data provided in support of the NFMA, NEPA or ESA analysis by the non-Federal Party, which they feel is confidential, should be noted as such. I. Monitoring work may include the design of project-level monitoring plans. It may include implementation of monitoring efforts and/or preparing related monitoring reports. J. Assessment work may include determining existing conditions, trends, and establishing reference documentation for landscape or project level determinations. K. Inventory work may include data collection of resource information to specific USFS standards, to include: mapping, GIS work, and data entry. The inventory work may include updating existing inventory or new inventory. L. Field related technical and implementation work may include preliminary project reconnaissance, design for consultation within the NEPA process, design of transportation system alternatives, and timber sale and restoration related field work, including but not limited to locating temporary roads, assessing the condition of water structures (i.e. culvert, cross drains, ditches, etc.), designation of timber sale boundaries and timber designation (per approved Silvicultural prescriptions and marking guides), and other forest and watershed related restoration project implementation. 5.2 Project NEPA Support A. Work may consist of gathering data and preparing supporting documents for environmental analysis for a categorial exclusion (CE) or environmental assessment (EA), and ESA consultation. Individual tasks may require varying levels of resource analysis, field investigations, public involvement (including meeting coordination and facilitation), and document preparation including writing/editing and compilation of finalized documents. Project management and interdisciplinary team leader skills may also be requested. Policy and procedures contained in Forest Service Manual 1950 and Forest Service Handbook (FSH) 1909.15 will be the basis of the required work. B. The Forest Service will complete identification of the purpose and need of the proposed action, and make the decision of the preferred alternative. Contractor must complete all NEPA and ESA analysis and documentation, from identification of the proposed action through decision. Specific progress checkpoints will be established by the IDL in cooperation with the USFS to facilitate approval of work completed and to assure timely completion of the NEPA document. A checklist for NEPA fisheries analysis will be provided by USFS and is considered a deliverable. Reports prepared by the Contractor may be incorporated completely, in part, or by reference into the NEPA documents or planning files at the sole discretion of the USFS. IDL GNA 23-202-171008 9 of 25 FISHERIES BIOLOGIST https://www.federalregister.gov/documents/2021/08/11/2021-16363/federal-acquisition-regulation-section-508-based-standards-in-information-and-communication https://www.federalregister.gov/documents/2021/08/11/2021-16363/federal-acquisition-regulation-section-508-based-standards-in-information-and-communication IDL GNA 23-202-171008 10 of 25 FISHERIES BIOLOGIST 5.3 Data Collection and Analysis The following guidelines are primarily related to the gathering of resource information: A. Maximize the use of existing USFS information available before initiating field investigation or inventory activity. B. The Contractor shall not release data or information gathered under this Contract without written permission of the USFS. C. Public law, regulations, manuals, and handbooks referenced are subject to change. D. The IDL requires that all data collected and prepared for the basis of summary documentation is delivered to the USFS at the conclusion of the study in an appropriate electronic format that allows future use. Original hard copy information such as field data collection forms, etc. will also be required to be delivered to USFS. In addition, the Contractor shall document any updates made to government furnished data as a result of field checking or other means of verification. As a minimum, state what the updates were, what areas were affected, and why. 6. Contract Administration A. Contractor is responsible for the quality and accuracy of their work consistent with their approved QA/QC plan. NPC NF staff members will assess the Contractor’s performance, ensuring the submitted records comply with all the applicable guidelines in the description of work. B. Periodic inspections of work may be conducted by IDL or USFS COR. Progress meetings will be scheduled every two weeks at the request of IDL via teleconference or in person to ascertain if the Contractor is on-schedule and whether the Contractor is complying with the Project Description. C. As necessary, the Contractor shall revise the draft reports to incorporate corrections and comments by IDL/USFS, before delivering a final version of each report. D. The Contracting Officer Representative (COR) for IDL for this contract is Chase Bolyard. The COR will administer the contract as required in all specifications. Disputes between the COR and the Contractor will be resolved by the IDL Contracting Officer. The COR has the following authority in addition to that delegated in other portions of the contract: • Resolve disputes between the USFS COR and the Contractor. • Decide questions of fact arising regarding quality and acceptability of equipment to be used, materials furnished, and all work performed. • Process invoices for payment. E. The Contracting Officer Representative (COR) for USFS for this contract is Jeremy Harris. The COR has the following authority in addition to that delegated in other portions of the contract: • Decide questions of fact arising regarding quality and acceptability of work performed. • Make recommendations to IDL for invoice payment. 7. Payment Payment will be made after receipt of contractor’s itemized invoice for satisfactorily completed work. Itemized invoices shall be submitted no more than monthly and will include a description of services completed during the period being invoiced. This form is available electronically. Form Approved – OMB No. 0505-0027 Expiration Date: 12/31/2018 Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion Lower Tier Covered Transactions The following statement is made in accordance with the Privacy Act of 1974 (5 U.S.C. § 552(a), as amended). This certification is required by the regulations implementing Executive Order 12549, Debarment and Suspension, and 2 C.F.R. §§ 180.300, 180.355, Participants' responsibilities. The regulations were amended and published on August 31, 2005, in 70 Fed. Reg. 51865-51880. Copies of the regulations may be obtained by contacting the Department of Agriculture agency offering the proposed covered transaction. According to the Paperwork Reduction Act of 1995 an agency may not conduct or sponsor, and a person is not required to respond to a collection of information unless it displays a valid OMB control number. The valid OMB control number for this information collection is 0505-0027. The time required to complete this information collection is estimated to average 15 minutes per response, including the time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. The provisions of appropriate criminal and civil fraud privacy, and other statutes may be applicable to the information provided. (Read Instructions On Page Two Before Completing Certification) A. The prospective lower tier participant certifies, by submission of this proposal, 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 agency; B. Where the prospective lower tier participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal. ORGANIZATION NAME PR/AWARD NUMBER OR PROJECT NAME NAME(S) AND TITLE(S) OF AUTHORIZED REPRESENTATIVE(S) SIGNATURE(S) DATE The U.S. Department of Agriculture (USDA) prohibits discrimination in all of its programs and activities on the basis of race, color, national origin, age, disability, and where applicable, sex, marital status, familial status, parental status, religion, sexual orientation, political beliefs, genetic information, reprisal, or because all or part of an individual’s income is derived from any public assistance program. (Not all prohibited bases apply to all programs). Persons with disabilities who require alternative means for communication of program information (Braille, large print, audiotape, etc.) should contact USDA’s TARGET Center at (202) 720-2600 (voice and TDD). To file a complaint of discrimination, write to USDA, Assistant Secretary for Civil Rights, Office of the Assistant Secretary for Civil Rights, 1400 Independence Avenue, S.W., Stop 9410, Washington, DC 20250-9410, or call toll-free at (866) 632-9992 (English) or (800) 877-8339 (TDD) or (866) 377-8642 (English Federal-relay) or (800) 845-6136 (Spanish Federal-relay). USDA is an equal opportunity provider and employer. United States Department of Agriculture AD-1048 ATTACHMENT 2 IDL GNA 23-202-171008 11 of 25 FISHERIES BIOLOGIST Instructions for Certification (1) By signing and submitting this form, the prospective lower tier participant is providing the certification set out on page 1 in accordance with these instructions. (2) The certification in this clause is a material representation of fact upon which reliance was placed when this transaction was entered into. If it is later determined that the prospective lower tier participant knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government, the department or agency with which this transaction originated may pursue available remedies, including suspension or debarment. (3) The prospective lower tier participant shall provide immediate written notice to the person(s) to which this proposal is submitted if at any time the prospective lower tier participant learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances. (4) The terms "covered transaction," "debarred," "suspended," "ineligible," "lower tier covered transaction," "participant," "person," "primary covered transaction," "principal," "proposal," and "voluntarily excluded," as used in this clause, have the meanings set out in the Definitions and Coverage sections of the rules implementing Executive Order 12549, at 2 C.F.R. Parts 180 and 417. You may contact the department or agency to which this proposal is being submitted for assistance in obtaining a copy of those regulations. (5) The prospective lower tier participant agrees by submitting this form that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the department or agency with which this transaction originated. (6) The prospective lower tier participant further agrees by submitting this form that it will include this clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion - Lower Tier Covered Transactions," without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions. (7) A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that is not debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous. A participant may decide the method and frequency by which it determines the eligibility of its principals. Each participant may, but is not required to, check the System for Award Management (SAM) database. (8) Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. (9) Except for transactions authorized under paragraph (5) of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal Government, the department or agency with which this transaction originated may pursue available remedies, including suspension and/or debarment. Form AD-1048 (REV 12/15) Page 2 of 2 IDL GNA 23-202-171008 12 of 25 FISHERIES BIOLOGIST 800 Hours 1 LS Please Print Name Please Print Name Please Print Name Title ATTACHMENT 2 SCHEDULE A In the case of math errors, the PRICE PER UNIT OF MEASURE will be correctly extended and the corrected TOTAL EXTENDED AMOUNT will be the basis for award. National Forest Resource Area ESTIMATED UNIT(S) OF MEASURE TOTAL EXTENDED AMOUNT 23-202-171008 Fisheries Biologist PRICE / UNIT OF MEASURE Company Name Contractor's Name Contractor's Email Contractor's Phone Fisheries -$ 3,450.00$ 3,450.00$ 3,450.00$ Contractors Signature Mailing Address Signed by Taxpayer ID # NPC NF's Travel Mileage: 3,000 Miles Max. Per Diem: 27 Days Max. The State reimburses at $0.655 per mile for mileage driven in a personal vehicle and provides $55.00 per day for per diem expenses. The Contractor awarded an agreement will be allowed to submit reimbursable travel costs at the noted rates throughout the term of the agreement, but Not-to-Exceed $3,450.00. All submissions will include the fixed rate travel costs of $3,450.00 for evaluation purposes. This does not presuppose that entire amount will be expended during the life of the agreement. TOTAL QUOTE STATE OF IDAHO DEPARTMENT OF LANDS GNA SOUTH ZONE FISHERIES BIOLOGIST AGREEMENT NO. 23-202-171008 CONTRACTOR TBD DR AF T IDL GNA 23-202-171008 14 of 25 FISHERIES BIOLOGIST STATE OF IDAHO DEPARTMENT OF LANDS PROFESSIONAL SERVICES AGREEMENT NO. 23-202-171008 THIS 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 attachments thereto. b. Contracting 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. Contracting 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 Contracting Officer and the Contractor may do so bilaterally. d. Contractor: 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. Property: 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. Scope of Work: Detailed outline of the location, project description, timeline, and deliverables. h. Services: Includes services performed, workmanship, and materials furnished or utilized in the performance of services, including any deliverables. i. State of Idaho Board of Land Commissioners or Land Board: The State 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 in Article 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. DR AF T IDL GNA 23-202-171008 15 of 25 FISHERIES BIOLOGIST 3. REGISTRATION WITH SECRETARY OF STATE AND SERVICE OF PROCESS a. Contractor 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 good standing 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 change of address to which service of process can be made. Service shall be completed upon Contractor’s actual 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. SUBCONTRACTING Unless 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. ASSIGNMENTS The Contractor shall not assign a right or delegate a duty under this Agreement without the prior written consent of the State. 6. ANTIDISCRIMINATION/EQUAL EMPLOYMENT OPPORTUNITY CLAUSE Acceptance 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. RESTRICTIONS ON AND WARRANTIES – ILLEGAL ALIENS Contractor 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 DR AF T IDL GNA 23-202-171008 16 of 25 FISHERIES BIOLOGIST http://gov.idaho.gov/mediacenter/execorders/eo09/eo_2009_10.html imposition of monetary penalties up to five percent (5%) of the Agreement price, per violation, and/or termination of its Agreement. 8. INSURANCE REQUIREMENTS a. Contractor 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 to provide, 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. All 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. All 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. If 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 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) Automobile Insurance The Contractor shall maintain automobile liability insurance which shall provide a minimum $1,000,000 combined single limit per occurrence and shall include coverage for owned, non- owned, and hired automobiles. (3) 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. DR AF T IDL GNA 23-202-171008 17 of 25 FISHERIES BIOLOGIST (4) Professional Liability/Errors and Omissions Coverage The Contractor shall maintain professional liability insurance covering any damages caused by an error, omission or any negligent acts. Combined single limit per occurrence shall not be less than $1,000,000, or the equivalent. Annual aggregate limit shall not be less than $2,000,000. 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 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 DR AF T IDL GNA 23-202-171008 18 of 25 FISHERIES BIOLOGIST 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 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 the default or non-compliance within a reasonable time, not to exceed thirty (30) calendar days. If the Agreement is DR AF T IDL GNA 23-202-171008 19 of 25 FISHERIES BIOLOGIST 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 quotes. (Idaho Code Section 67-9230(2)). 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. 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 DR AF T IDL GNA 23-202-171008 20 of 25 FISHERIES BIOLOGIST 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 quote solicitations; e. Suspend Contractor’s performance; f. Withhold payment until the default is remedied. 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; 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 DR AF T IDL GNA 23-202-171008 21 of 25 FISHERIES BIOLOGIST 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. 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 DR AF T IDL GNA 23-202-171008 22 of 25 FISHERIES BIOLOGIST 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. 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. DR AF T IDL GNA 23-202-171008 23 of 25 FISHERIES BIOLOGIST 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 and after receipt of the Contractor's itemized invoice for satisfactorily completed work. Total payments under this Agreement shall not exceed $_AMOUNT__. 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 DR AF T IDL GNA 23-202-171008 24 of 25 FISHERIES BIOLOGIST 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. The Agreement will expire one year from its effective date, unless terminated earlier by the State under any of the provisions of paragraph 17 of this contract. This agreement may be extended through a bilaterally signed modification to allow for completion of all contract requirements. SIGNATURE PAGE IN WITNESS WHEREOF, the parties have caused Agreement 23-202-171008 to be executed in Boise, Idaho and effective as of the date/time of the final signature below. IDAHO DEPARTMENT OF LANDS CONTRACTOR By: By: Andrew Evans Title: Procurement Manager Title: Date & Time: DR AF T IDL GNA 23-202-171008 25 of 25 FISHERIES BIOLOGIST