20231031_USFContract_at.pdf

DECISION MEMORANDUM 1
DECISION MEMORANDUM

TO: COMMISSIONER ANDERSON
COMMISSIONER HAMMOND
COMMISSIONER LODGE
COMMISSION SECRETARY
LEGAL

FROM: ADAM TRIPLETT
DEPUTY ATTORNEY GENERAL

DATE: OCTOBER 31, 2023

RE: IN THE MATTER OF THE RENEWAL OF THE UNIVERSAL SERVICE
FUND (USF) ADMINISTRATOR’S CONTRACT

The current contract between the Commission and the Administrator of the Universal
Service Fund (“USF”), Alyson Anderson is due to expire on December 31, 2023. Idaho Code §
62-610 authorizes the Commission to establish the USF and Idaho Code § 62-610(5) directs the
Commission to adopt rules “for the implementation and administration of the universal service
fund.” Universal Service Fund Rule 102 states that the Commission “shall contract with an
administrator of the universal service fund.” IDAPA 31.46.01.102
The USF provides a fund that allows for the universal availability of local exchange service
at reasonable rates and Message Telecommunications Service (“MTS”) at reasonably comparable
prices throughout the state of Idaho. See Idaho Code § 62-610(1).
BACKGROUND
Pursuant to the USF statutes, the Commission contracted with Ms. Anderson to administer
the program since its inception in 1988. Under the terms of the contract, Ms. Anderson performs
the duties and obligations of the USF Administrator as imposed by Idaho Code § 62-610 through
62-610F, the Commission’s USF Rules (IDAPA 31.46.01), and orders of the Commission. The
legal requirements of all such statutes, rules, and orders, as currently in effect or amended in the
future, are incorporated by reference into the Contract. USF Contract at § 2.1.
Under the current contract, the Administrator is compensated for duties performed in the
administration of the USF fund at a rate of $18,000 annually. The administrator’s compensation is

DECISION MEMORANDUM 2
not to exceed a total amount of $18,000 in any given year without the expressed written permission
of the Commission. USF Contract at § 3.1.
The current contract also provides that the USF fund must be audited by a neutral third
party at least every three years or upon notice of termination of this Contract. A copy of the Audit
will be sent to the Commission upon completion. USF Contract at § 2.6.
The USF Contract will be renewed for a period of three (3) years with an effective date of
January 1, 2024. USF Contract at § 3.4. Either party may terminate this Contract by giving ninety
(90) days’ prior written notice to the other party. USF Contract at § 3.5.
STAFF RECOMMENDATION
Staff believes that Ms. Anderson has admirably performed her duties as the USF
Administrator. She has been the Administrator since the establishment of the program and has
efficiently discharged her duties during her tenure. Staff recommends that the Commission enter
into this contract extension for a three (3) year period to expire on December 31, 2026. Staff
believes that the extension is needed to work out the details of a new contract to include enhanced
fiduciary requirements. The new expiration date will also align better with annual reporting
requirements.
COMMISSION DECISION
Does the Commission wish to renew the current contract with Ms. Anderson as the USF
Administrator for a three (3) year period ending December 31, 2026, pursuant to Idaho Code § 62-
610 (5) and authorize the Commission President to sign the contract as attached?

________________________________
Adam Triplett
Deputy Attorney General

I:\Legal\CONTRACTS\USF_Anderson\Memos\20231031_USF Contract.docx

DECISION MEMORANDUM 3
CONTRACT FOR USF ADMINISTRATOR

1. Identification of Parties and Purpose of Contract
1.1 Parties. This Contract for USF Administrator (Contract) is entered into by and
between the IDAHO PUBLIC UTILITIES COMMISSION (Commission) whose principal
office is located at 11311 W. Chinden Blvd., Building 8 Suite 201-A, PO Box 83720, Boise,
Idaho 83720-0074, [phone], and ALYSON ANDERSON (Administrator), with offices
located at 1964 N. 300 E., Centerville, UT 84014-1085, [phone].
1.2 Statutory Authority. The Commission has implemented a Universal Service
Fund (USF or Fund), under Idaho Code §§ 62-610 through 62-610F, to assure reasonable rates
for local and toll services for customers served by high-cost local exchange telephone
companies. Idaho Code § 62-610(5) requires the Commission to provide for the administration
and distribution of the Fund to eligible telephone corporations. Idaho Code § 62-610F requires
the Commission to contract with a neutral third party for administration of the Fund.

2. Responsibilities of the USF Administrator
2.1 Incorporation by Reference. The Administrator shall fulfill the duties and
obligations imposed by Idaho Code §§ 62-610 through 62-610F, the Commission’s USF Rules
(IDAPA 31.46.01), and orders of the Commission. The legal requirements of all such statutes,
rules, and orders, as currently in effect or amended in the future, are incorporated by reference
into this Contract.
2.2 Cycle of Cash Flow. USF surcharge revenue will be transferred from the
telephone corporations to the Fund on a monthly basis as provided by order or rule of the
Commission. The Administrator will also disburse funds in accordance with Commission
directives on a monthly basis, unless otherwise provided by order or rule. The Administrator
will monitor the receipt and disbursement of funds and retain accurate records to account for
the Fund balance at any given time.
2.3 Checking Account. The Administrator shall establish a checking account for
the receipt and distribution of funds paid into and out of the Fund, respectively. The checking
account shall be established at a reputable financial institution acceptable to the Commission.
The Administrator shall exercise full access and control over the checking account.
Additionally, the checking account shall have two Commission employees on the account

DECISION MEMORANDUM 4
signature card: the President of the Commission (or designee) and the Commission Executive
Director (or designee). The checking account shall be established so that the above-listed
Commission employees may only access and make changes to the checking account if both
Commission employees authorize the action. The checking account shall be established so that
the Commission receives a monthly account statement directly from the financial institution.
2.4 Determination of Eligibility to Participate. The determination of eligibility
to participate in the Fund will rest solely with the Commission. Once a telephone corporation
has been found by order to be eligible, the Commission will notify the Administrator that a
specific funding should be distributed to the telephone corporation on a monthly basis, as
provided by order. The funding is ongoing until further notice by the Commission or maybe for
a specific period of time, as provided by order.
2.5 Insurance. The Administrator shall maintain comprehensive general liability
insurance in the minimum amount of $1,000,000 per occurrence. The insurance company shall
be properly licensed to do business in Idaho and reasonably satisfactory to the Commission.
2.6 Third-Party Audit. The Administrator shall contract with a neutral third-party
to audit the USF fund at least every three years, or upon notice of termination of this Contract.
A copy of the Audit will be sent to the Commission upon completion.

3. Compensation—Term of Contract
3.1 Compensation of Administrator. The Administrator shall be compensated for
duties performed in the administration of the USF at a rate of $18,000 annually. The
Administrator’s compensation under this paragraph shall not exceed a total annual amount of
$18,000 without the expressed written permission of the Commission.
3.2 Additional Compensation. In addition to the compensation in Paragraph 3.1,
the Administrator shall be reimbursed for reasonable expenses of administration incurred
pursuant to a budget approved in advance by the Commission. Reasonable expenses of
administration shall include, but not be limited to normal office expenses; necessary travel
expenses; the cost of ensuring against errors and omissions arising out of the performance of
the Administrator’s duties; and defraying the costs of a neutral third-party auditor. Travel
expenses shall be reimbursed at the mileage, lodging, and per diem rates not to exceed those
amounts authorized for claims by State of Idaho employees.

DECISION MEMORANDUM 5
3.3 Reimbursement. The Administrator’s compensation and expenses shall be
paid from the Fund. The Administrator shall reimburse herself from the Fund in accordance
with Paragraphs 3.1 and 3.2. The Administrator’s expenses and compensation shall be reported
to the Commission quarterly, under IDAPA 31.46.01.301. The Administrator’s quarterly report
shall also include an hours log summarizing the number of hours spent on each of the
Administrator’s responsibilities. The Commission may instruct the Administrator to submit an
update budget whenever it feels that sufficient variances exist between administrative expenses
and the administrative budget, as approved.
3.4 Term. This Contract shall become effective on January 1, 2024. The term of
this Contract shall be for a period of three (3) years.
3.5 Termination. Notwithstanding provisions in Paragraph 3.4, either party may
terminate its rights and obligations arising out of this Contract by giving ninety (90) days’ prior
written notice to the other party to this Contract. Upon termination of this Contract, the
Administrator shall be due any unpaid compensation and/or expenses as outlined in Paragraphs
3.1 and 3.2 for duties performed pursuant to this Contract, up to the time of termination. The
Contract may also be renewed and extended.

4. Miscellaneous Provisions
4.1 No Assignment of Contract. The Contract shall not be assigned by either party
without the prior written consent of the other party.
4.2 Amendment to Contract. Any changes to the Contract must be in writing and
signed by the Commission and the Administrator.
4.3 Confidential Information. The Administrator recognizes that the data
provided for use in Fund calculations is deemed confidential by the entities providing it and by
the entities by which information has been provided. The Administrator will not disclose the
information received from any entity to any person or entity other than the Commission and its
Staff without the prior written consent of the provider of the information and the entities about
which the information has been provided. Confidential information in the possession of the
Administrator shall be protected from unauthorized disclosure. The confidentiality obligation
contained in this paragraph shall survive termination of this Contract.

DECISION MEMORANDUM 6
4.4 Indemnification.
a. The Administrator shall indemnify, defend, and save harmless the State of Idaho
(State), its officers, agents, and employees from and against any and all liability, claims,
damages, losses, costs, expenses, actions, attorneys’ fees and suits whatsoever caused by or
arising out of the Administrator’s negligent or wrongful performance, acts or omissions under
this Contract or failure to comply with any state or federal statute, law, regulation or rule.
Nothing contained in this Contract shall be deemed to constitute a waiver of the State’s
sovereign immunity, which immunity is hereby expressly reserved.
b. Upon receipt of the State’s tender of indemnity and defense, the Administrator
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. The Administrator’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 the Administrator with respect to such
suit or claim, and the State, in its discretion, may reimburse the Administrator for reasonable
defense costs attributable to the defense provided by any Special Deputy Attorney General
appointed pursuant to Subparagraph 4.4(c).
c. Any legal defense provided by the Administrator to the State under this section
must be free of all 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 §§ 67-1401(13) and 67-1409(1).
4.5 Not an Employment Contract. This Contract is not an employment contract.
The Administrator at all times remains an independent contractor, and this Contract does not
create an employee/employer relationship. Idaho Code § 61-1303(1)(a). The Administrator
shall be responsible for paying all employment-related taxes and benefits, such as federal, state,
and local income tax withholding, social security contributions, and employment insurance
premiums, health and life insurance premiums, pension contributions, and similar items.

DECISION MEMORANDUM 7
4.6 Worker’s Compensation. Before this Contract takes effect, the Administrator
must submit evidence of worker’s compensation insurance coverage or provide a statement that
she is the owner of a sole proprietorship, a working member of a partnership, or an officer of a
corporation owning more than 10% of the issued and outstanding voting stock of the
corporation. See Idaho Code § 72-212. A certificate of proof of coverage from the
Administrator’s insurance carrier will satisfy the requirement of submission of proof of
worker’s compensation coverage.
4.7 Compliance with Law. In performing this Contract, the Administrator shall
comply with all applicable laws, rules, and determinations of government agencies.
4.8 Tax ID. The Administrator’s tax identification number is 348-54-5447.
4.9 Contact and Notice.
a. All contact and direction relating to this Contract shall be with Johan E. Kalala-
Kasanda, and reports and other work performed under this Contract shall be forwarded to the
Commission Secretary at the address set out below.
b. Notice to either party shall be made in writing and delivered by first class mail,
postage prepaid, by personal delivery or facsimile copy at the following address:
USF Administrator Commission

Alyson Anderson
1964 N. 300 E.
Centerville, UT 84014-1085

Commission Secretary
Idaho Public Utilities Commission
PO Box 83720
Boise, ID 83720-0074

Street Address for Express Mail:
11331 W. Chinden Blvd.
Building 8, Ste. 201-A
Boise, Idaho 83714

4.10 Waiver. The failure of the Commission to enforce any provision of this
Contract shall not constitute a waiver by the Commission of that or any other provision.
4.11 Governing Law. Both parties agree that this Contract shall be governed by and
construed in accordance with the laws of the State of Idaho. Parties hereby consent to the
jurisdiction of the courts of Ada County in the State of Idaho in the event of any dispute with
respect to this Contract.

DECISION MEMORANDUM 8
4.12 Entire Agreement. The Contract constitutes the entire agreement between the
parties. This Contract supersedes all prior agreements or understandings between the
Administrator and the Commission.
4.13 Execution in Counterparts. This Contract may be executed in counterparts,
each of which shall be deemed an original and all of which together shall be considered one
and the same contract.
4.14 Mediation. Should any dispute arise between the parties to this Contract, it is
agreed that the dispute will be submitted to a mediator, agreed to and compensated equally by
both parties, prior to commencement of any litigation. Mediation will be conducted in Boise,
Idaho. Both parties agree to exercise their best efforts in good faith to resolve all disputes in
mediation.
4.15 Fiscal Necessity and Non-Appropriation. The Legislature of the State of
Idaho (Legislature) is under no legal obligation to make appropriations to fulfill this Contract.
This Contract 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 Legislature as may exist from time to
time. The State reserves the right to terminate this Contract in whole or in part (or any order
placed under it) if, in its sole judgment, the Legislature fails, neglects, or refuses to appropriate
sufficient funds as may be required to continue such payments, or requires any return or “give-
back” of funds required to continue payments, or if the Executive Branch of the State of Idaho
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 Administrator. 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.
4.16 Severability. The parties agree that if any term or provision of this Contract is
declared by a court of competent jurisdiction to be illegal or in conflict with any law, the validity
of the remaining terms and provisions shall be construed and enforced as if the Contract did not
contain the particular term or provision held to be invalid.

DECISION MEMORANDUM 9
The parties by the signature below of their authorized representatives, hereby
acknowledge that they have read this Contract, understand it, and agree to be bound by its terms
and conditions.

DATED at Boise, Idaho, this day of 2023.

IDAHO PUBLIC UTILITIES COMMISSION
By:

ERIC ANDERSON, PRESIDENT

USF ADMINISTRATOR
By:

ALYSON ANDERSON

Reviewed and Approved:

Maria Barratt-Riley:

DECISION MEMORANDUM 10
Pursuant to Paragraph 4.6 (Worker’s Compensation) of the Contract, I certify that: I am a
sole proprietor contracting with the Idaho Public Utilities Commission and I am therefore exempt
from provisions of the worker’s compensation law. See Idaho Code § 72-212.

ALYSON ANDERSON DATE