RFQ 27-8051 Snow Removal Services- Coeur d'Alene - due October 15, 2026

STATE OF IDAHO
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DEPARTMENT OF LANDS
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(Project Name)
AGREEMENT NO. TBD
CONTRACTOR
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STATE OF IDAHO
DEPARTMENT OF LANDS
AGREEMENT No. TBD
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 TBD., 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.
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b. Contracting Officer: the State employee with the authority to enter into,
administer, modify, and/or terminate this Agreement, and make related
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determinations and findings. The Contracting Officer is responsible for handling
the contractual relationship with the Contractor.
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c. Contracting Officer Representative: The designated State representative, also
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referred to as "COR" or "Representative", who will provide daily technical
oversight to the Contractor and ensure the Contractor performs according to the
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Scope of Work. The COR cannot modify the stated terms of the Agreement
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unilaterally or direct the Contractor to perform work not specified in the
Contract. Only the Contracting Officer and the Contractor may do so bilaterally.
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d. Contractor: The individual or business who has been awarded this Agreement to
furnish goods or services for a certain price.
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e. IDL: The Idaho Department of Lands.
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f. Property: Goods, services, parts, supplies and equipment, both tangible and
intangible, including, but not exclusively, designs, plans, programs, systems,
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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 IDL 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 IDL 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
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and services included in this Agreement, whether or not the Contractor is the
manufacturer or producer of such material or services. Further, the Contractor will be the
sole point of contact on contractual matters, including payment of charges resulting from
the use or purchase of goods or services.
3. 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 notif1y 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 5process or upon the State's receipt
of the return thereof by the United States Postal Service as refused or
undeliverable. Contractor shall have th0irty calendar days after completion of
service in which to respond.
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4. SUBCONTRACTING
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Unless otherwise allowed by the Sta7te in this contract, the Contractor shall not, without
written approval from the State, enter into any subcontract relating to the performance of
this Agreement or any part th2ereof. 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 Contracto r of responsibility for the professional and technical accuracy
and adequacy of the wQork. 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.
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5. ASSIGNMENTS
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The Contractor shall not assign a right or delegate a duty under this contract 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 contracts 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
contract. The Contractor must include this provision in every subcontract relating to
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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 imposition of monetary
penalties up to five percent (5%) of the Agreement price, per violation, and/or
termination of its Agreement.
8. INSURANCE REQUIREMENTS 1
a. Contractor shall obtain and maintain insurance at its 5own expense as required herein for
the duration of this Agreement, and comply with all limits, terms and conditions
stipulated. Policies shall provide, or be endor0sed to provide, all required coverage.
Contractor shall provide certificates of insurance or certified endorsements as applicable
for the insurance required. Contractor shal8l not commence work under this Agreement
until satisfactory evidence of all required insurance is provided to the State.
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b. All insurance, except for Workers C7ompensation, and Professional Liability/Errors and
Omissions shall be endorsed to name the State of Idaho, the State Board of Land
Commissioners, and the Idaho2 Department of Lands as Additional Insured.
c. All insurance shall be with i nsurers rated A-, VII, or better in the latest Bests Rating
Guide, and be in gooQd 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.
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d. 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.
e. 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 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
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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 $1,000,000 Bodily Injury by Accident
each Accident; $1,000,000 Bodily Injury by Disease - each employee; and
$1,000,000 Bodily Injury by Disease - Policy Limit.
f. 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.
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9. TAXES 5
The State is generally exempt from payment 0of Idaho State Sales and Use Tax for
property purchased for its use under the authority of Idaho Code, Section 63-3622 as a
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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
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Revenue Service. Exemption certificates will be furnished upon written request by the
Contractor. If the Contractor is req7uired 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 p2ublic works construction (installation of fixtures, etc.), it
shall be responsible for payment of all sales and use taxes as required.
10. LICENSES, PERMITS &Q FEES
The Contractor shall, without additional expense to the State, obtain all required licenses
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and permits and pay all fees necessary for executing provisions of this contract unless
specifically stated otherwise herein.
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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.
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c. Any legal defense provided by Contractor to the State under this section must
be free of any conflicts of interest, even if retention of separate legal counsel
for the State is necessary. Any attorney appointed to represent the State
must first qualify as and be appointed by the Attorney General of the State of
Idaho as a Special Deputy Attorney General pursuant to Idaho Code Sections
67-1401(13) and 67-1409(1).
12. OFFICIALS, AGENTS AND EMPLOYEES OF THE STATE NOT PERSONALLY LIABLE
In no event shall any official, officer, employee or agent of the State be in any way
personally liable or responsible for any covenant or agreement herein contained whether
expressed or implied, nor for any statement, representation or warranty made herein or
in any connection with this Agreement. This section shall not apply to any remedies in
law or at equity against any person or entity that1 exist by reason of fraud,
misrepresentation or outside the terms of this Agreement.
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13. RISK OF LOSS
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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
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to latent defects, fraud and Contractor's warranty obligations. Such loss, injury or
destruction shall not release the Co7ntractor from any obligation under this Agreement.
14. PROHIBITED CONTRACTS 2
No member of the legislature or officer or employee of any branch of the state
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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
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if made by, through or on behalf of any other department unless the same are made after
competitive bids. (Idaho Code Section 67-5726(1)).
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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 contract, 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:
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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 (o1r any order issued pursuant to
this Agreement) when the Contractor has been provided written notice of
default or non-compliance and has f5ailed to cure the default or non-
compliance within a reasonable time, not to exceed thirty (30) calendar
days. If the Agreement is termina0ted for default or non-compliance, the
Contractor will be responsible for any costs resulting from the State's
placement of a new contract8 and any damages incurred by the State, as
a result of the default. The State, upon termination for default or non-
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compliance, reserves the right to take any legal action it may deem
necessary including,7 without limitation, offset of damages against
payment due.
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3. Upon written notice of default, Contractor shall be in breach of its
obligations un der this Contract and the State shall have the right to
exercisQe any or all of the following remedies:
a. Exercise any remedy provided by law or equity;
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b. Terminate this Agreement and any related Agreement or portions
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thereof;
c. Impose liquidated damages as provided in this Agreement;
d. Suspend Contractor from receiving future bid solicitations;
e. Suspend Contractor's performance;
f. Withhold payment until the default is remedied.
b. TERMINATION FOR CAUSE WITHOUT NOTICE
The State shall not be required to provide advance written notice or a cure
period and may immediately terminate this Agreement in whole or in part for an
Event of Default if the State, in its sole discretion, determines that it is
reasonably necessary to preserve public safety or prevent immediate public
crisis. Time allowed for cure shall not diminish or eliminate Contractor's liability
for damages, including liquidated damages to the extent provided for under this
Agreement.
c. TERMINATION FOR CONVENIENCE
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1. The State may terminate this Agreement 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 e1xtent they relate to the work
terminated.
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d. Settle all outstanding liabilities and termination settlement
proposals arising from the0 termination of subcontracts.
3. Unless otherwise set forth in8 the Solicitation, if the Contractor and the
State fail to agree on the amount to be paid because of the termination
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for convenience, the State will pay the Contractor the following amounts;
provided that in no ev7ent will total payments exceed the amount payable
to the Contractor if the Agreement had been fully performed:
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a. The Agreement price for Deliverables or services accepted by the
State a nd not previously paid for; and
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b. The total of:
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i. The reasonable costs incurred in the performance of the
work terminated, including initial costs and preparatory
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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
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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-appropr1iation, the State shall not be
liable for any penalty, expense, or liability, or for general, special, incidental,
consequential or other damages resulting the5refrom.
18. CONTRACT ADMINISTRATION 0
a. The Contracting Officer Representati8ve will administer the Agreement as required
in all specifications.
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b. The Contracting Officer Representative has the following authority in addition to
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that delegated to him in other portions of this Agreement.
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(1) Decide questions of fact arising in regard to the quality and acceptability
of materials fu rnished and all work performed.
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(2) Make recommendations for payment.
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19. FORCE MAJEURE
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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 Sate 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
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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
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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
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substantially all, of the document is exempt from disclosure. The Contractor shall
indemnify and defend the State against all liabili0ty, claims, damages, losses, expenses,
actions, attorney fees and suits whatsoever for honoring such a designation or for the
Contractor's failure to designate individua8l 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 comple-te waiver of any and all claims for damages
caused by any such release. If the State receives a request for materials claimed
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exempt by the Contractor, the Contractor shall provide the legal defense for such claim.
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24. CONFIDENTIAL INFORMATION:
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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").
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Confidential Information shall belong solely to the State. Contractor shall use such
Confidential Information only in the performance of its services under this Agreement
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and shall not disclose any Confidential Information to any third party, except with the
State's prior written consent or under a valid order of a court or governmental agency of
competent jurisdiction, and then only upon timely notice to the State. The State may
require that Contractor's officers, employees, agents or subcontractors separately agree
in writing to the obligations contained in this section or sign a separate confidentiality
agreement. Confidential Information shall be returned to the State upon termination of
this Agreement. The confidentiality obligation contained in this section shall survive
termination of this Agreement. Confidential Information shall not include data or
information that:
a. Is or was in the possession of Contractor before being furnished by the State,
provided that such information or other data is not known by Contractor to be
subject to another confidentiality agreement with or other obligation of
confidentiality to the State;
b. Becomes generally available to the public other than as a result of disclosure by
Contractor; or
c. Becomes available to Contractor on a non-confidential basis from a source other
than the State, provided that such source is not known by Contractor to be
subject to a confidentiality agreement with or other obligation of confidentiality
to the State.
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