25-001 Gigamon ITB.pdf

NOTICE TO VENDORS

INVITATION TO BID

The Iowa Telecommunications and Technology Commission operating the Iowa Communications Network (ICN) will be receiving sealed bid proposals until 3:00 p.m., February, 24, 2025 for:

ITB 25-001

Vendor to Provide Gigamon Products and Services as needed and requested by the Iowa Communications Network

Brian Clayton – Issuing Officer Iowa Communications Network 400 East 14th Street Grimes State Office Building Des Moines, IA 50319 Telephone: 515-725-4616

Brian.clayton@iowa.gov

Vendors must comply with all affirmative action/equal employment opportunity provisions of State and Federal laws.

THIS INVITATION TO BID CONSISTS OF FOUR CHAPTERS AND FOUR ATTACHMENTS:

CHAPTER TITLE

1 Administrative Issues

2 Contractual Terms

3 Requirements

4 Evaluation Criteria

Attachment 1 Bid Proposal Compliance Form

Attachment 2 Contractual Terms and Conditions – Sample Agreement

Attachment 3 Authorization To Release Information

Attachment 4 Bid Proposal Submittal Form

Exhibit A Gigamon Bill of Material

CHAPTER 1

ADMINISTRATIVE ISSUES

1.1 Purpose. The State of Iowa, Iowa Telecommunications and Technology Commission, operating the Iowa Communications Network (collectively ICN) is seeking bids from vendors who can provide Gigamon products and services as needed and requested by the Iowa Communications Network.

1.2 Schedule and Submission of Proposal.

1.2.1 Vendor Conference. A Vendor Conference is not scheduled for this solicitation.

1.2.2 Questions and Answers. Vendors are invited to submit written questions and/or requests for interpretation/consideration/acceptance concerning this ITB on or before 4:00 p.m. central time February, 7, 2025.

Vendors with questions concerning this ITB may submit their questions in writing by mail or hand delivery to Brian Clayton at the address below, facsimile at (515) 725-4774 or electronic mail at brian.clayton@iowa.gov. Oral questions will not be accepted, and verbal communications shall not override written communications. Only written communications are binding on ICN. ICN will prepare a written response to all pertinent questions submitted by Vendors. These questions and responses will be posted on the ICN webpage, www.icn.iowa.gov no later than February 12, 2025. The ICN’s written responses will be considered part of the ITB.

1.2.3 Changes and Amendments. In the event it becomes necessary for ICN to amend, add to or delete any part of this ITB, the amendment will be provided to all Vendors to whom the ITB has been sent. Vendor’s bid proposal must include acknowledgment of all addenda issued by ICN.

1.2.4 Receipt of Bid Proposals. Bid Proposals must be received at ICN’s office no later than 3:00 p.m. central time February, 24, 2025. This requirement is a mandatory requirement and is not a minor deficiency subject to waiver by the ICN. No bid proposals will be accepted after the date and time specified. A late bid proposal shall be returned unopened to the Vendor. Additionally, no bid proposal will be accepted by telephone, electronic mail or facsimile. The bid proposals must be mailed (with mailing in sufficient time to arrive on or before this deadline requirement) or be delivered as follows:

Mailing & Delivery Address:

Iowa Communications Network Attn: Brian Clayton (ITB 25-001) 400 East 14th Street Grimes State Office Building

1.2.5 Bid Proposal Opening. Bid Proposals will be opened at 3:00 p.m. central time on February 24, 2025. The bid proposals and the evaluation documents created by the ICN will remain confidential subject to Iowa Code Section 72.3 until the evaluation committee has evaluated all of the compliant bid proposals submitted in response to this ITB and the selection process is complete. The bid proposals submitted and the evaluation documents created by the ICN will be available for inspection subject to the exceptions described in Iowa Code Chapter 22 or other applicable law after the selection process is complete.

1.2.5.1 Failure to comply with or supply any and all information requested to accompany bid proposals may be cause for rejection of the proposal as non-compliant.

1.2.5.2 All bid proposals shall be firm for a period of 60 days to allow the evaluation committee to fully evaluate all proposals and make an award deemed to be in the best interest of ICN and the State of Iowa.

1.2.5.3 By submitting a bid proposal the Vendor agrees to the terms and conditions contained within this

ITB.

1.3 Proposal Format.

1.3.1 Proposals shall be printed on 8.5” x 11” paper. One original and One (1) copy must accompany each submission. In addition, one copy shall be provided on a CD or USB drive. The original bid proposal and copies must be in a package very clearly marked “ITB 25-001”. If the Vendor has identified portions of its proposal as confidential mailto:brian.clayton@iowa.gov http://www.icn.iowa.gov/ in accordance with section 1.10, the Vendor must submit one copy of the bid proposal with the confidential material removed as required by section 1.10.4.

1.3.2 To achieve a uniform review process and the maximum degree of comparability, bid proposals shall be organized in the following manner:

1.3.2.1 Responses, including a positive statement of compliance, to each of the points in Chapter 3, Technical Specifications.

1.3.2.2 Completed Bid Proposal Compliance Form (Attachment 1).

1.3.2.3 Completed Authorization to Release Information Form (Attachment 3).

1.3.2.4 Completed Bid Proposal Submittal Form (Attachment 4).

1.4 Clarification of Proposals and Obtaining Information. ICN reserves the right to contact a Vendor after submission of bid proposals for the purpose of clarifying a bid proposal to ensure mutual understanding. This contact may include written questions, interviews, site visits, a review of past performance if the Vendor has provided goods or services to the ICN or any other political subdivision wherever located or requests for corrective pages in the Vendor’s bid proposal. This information may be used to evaluate the Vendor’s bid proposal. However, the information received from the Vendor shall not be considered in the evaluation of a Vendor’s bid proposal if the information materially alters the content of the bid proposal. ICN reserves the right to obtain information concerning any Vendor or any bid proposal from any source and to consider such information in evaluating the Vendor’s bid proposal.

1.5 Waiver of Deficiencies. ICN reserves the right to waive minor deficiencies in a bid proposal if, in the judgment of ICN, ICN’s best interest will be served. The decision as to whether a deficiency will be waived or will require the rejection of a bid proposal will be solely within the discretion of ICN. There is no guarantee or assurance that any deficiency will be deemed minor and that a deficiency will be waived. Each Vendor is specifically notified that failure to comply with or respond to any part of this ITB requiring a response may result in rejection of the bid proposal as not responsive.

1.6 Cost of Bid Proposal. ICN is not responsible for any costs incurred by a Vendor which is related to the preparation or delivery of the bid proposal or any other activities carried out by the Vendor as it relates to this ITB.

1.7 Bid Proposal Obligations. The contents of the bid proposal and any clarification thereto submitted by the successful Vendor shall become part of the contractual obligation and incorporated by reference into the ensuing Contract.

1.8 Bid Proposals Property of ICN. Except as otherwise stated herein, all bid proposals become the property of the ICN and the State of Iowa and shall not be returned to the Vendor unless all bid proposals are rejected. In the event all bid proposals are rejected, Vendors will be asked to send prepaid shipping instruments to the ICN for return of the bid proposals submitted. In the event no shipping instruments are received by the ICN, the bid proposals will be destroyed by the ICN. Additionally, the evaluation documents created by the ICN will be destroyed in the event all bid proposals are rejected. Otherwise, at the conclusion of the selection process, the contents of all bid proposals will be placed in the public domain and be opened to inspection by interested parties subject to the exceptions provided in Iowa Code Chapter 22 or other applicable law.

1.9 Rejection of Bid Proposals.

1.9.1 ICN reserves the right to reject any and all bid proposals, in whole and in part, received in response to this ITB at any time prior to the execution of a written Contract. Issuance of this ITB in no way constitutes a commitment by ICN to award the Contract. This ITB is designed to provide Vendors with the information necessary for the preparation of competitive bid proposals. This ITB process is for ICN’s benefit and is intended to provide ICN with competitive information to assist in the selection of goods and services.

1.9.2 A bid proposal shall be rejected outright and not evaluated for any one (1) of the following reasons:

1.9.2.1 Failure of Vendor, for whatever reason, to deliver the bid proposal by the due date and time.

1.9.2.2 Failure of Vendor to include the completed Bid Proposal Compliance Form (Attachment 1) signed by an officer of the Vendor submitting the bid proposal.

1.9.2.3 Failure of Vendor to include the completed Authorization to Release Information Form (Attachment 3) signed by an officer of the Vendor submitting the bid proposal.

1.9.2.4 Completed Bid Proposal Submittal Form (Attachment 4).

1.9.3 Failure of the Vendor to comply with additional information requests may be cause for rejection of the bid proposal as non-compliant.

1.10 Public Records and Requests for Confidentiality.

1.10.1 The release of information by ICN to the public is subject to Iowa Code Chapter 22 and other applicable provisions of law relating to the release of records in the possession of a State agency. Vendors are encouraged to familiarize themselves with these provisions prior to submitting a bid proposal. All information submitted by a Vendor may be treated as public information by ICN unless the Vendor properly requests that information be treated as confidential at the time of submitting the bid proposal. In the event the Vendor marks each page of its bid proposal as proprietary or confidential without adhering to the requirements of this Section, the ICN may reject the bid proposal as noncompliant.

1.10.2 Any requests for confidential treatment of information must be included in a cover letter with the Vendor’s bid proposal and must enumerate the specific grounds in Iowa Code Chapter 22 or other legal reasons which support treatment of the material as confidential and must indicate why disclosure is not in the best interests of the public. The request must also include the name, address and telephone number of the person authorized by the Vendor to respond to any inquiries by ICN concerning the confidential status of the materials.

1.10.3 Any documents submitted which contain confidential information must be marked on the outside as containing confidential information, and each page upon which confidential information appears must be marked as containing confidential information. The confidential information must be clearly identifiable to the reader wherever it appears. All copies of the proposal submitted, as well as the original proposal, must be marked in this manner.

1.10.4 In addition to marking the material as confidential material where it appears, the Vendor must submit one copy of the bid proposal from which the confidential information has been excised. The confidential material must be excised in such a way as to allow the public to determine the general nature of the material removed and to retain as much of the document as possible. These pages must be submitted with the cover letter and will be made available for public inspection.

1.10.5 The Vendor’s failure to request in the bid proposal confidential treatment of material pursuant to this Section and the relevant laws and administrative rules will be deemed by ICN as a waiver of any right to confidentiality which the Vendor may have had.

1.11 Restrictions on Gifts and Activities. Iowa Code Chapter 68B contains laws which restrict gifts which may be given or received by State employees and requires certain individuals to disclose information concerning their activities with State government. Vendors are responsible for determining the applicability of this Chapter to their activities and for complying with these requirements. In addition, Iowa Code Chapter 722.1 provides that it is a felony offense to bribe a public official.

1.12 Restriction on Communication. In the event that a Vendor or someone acting on the Vendor’s behalf attempts to discuss this ITB orally or in writing with any Commission member or any employee of the ICN other than the Contracting Officer, Vendor may be disqualified. No questions are to be asked of State of Iowa employees regarding this ITB, except for contact with the State Targeted Small Business Office by Vendors certified as Targeted Small Business Entities, without prior notification and approval by the ICN Contracting Officer, except as otherwise permitted by this ITB. All ITB contacts shall be made through the ICN Contracting Officer only.

1.13 Copyrights. By submitting a bid proposal, the Vendor agrees that ICN may copy the bid proposal for purposes of facilitating the evaluation or to respond to requests for public records. The Vendor consents to such copying by submitting a proposal and warrants that such copying will not violate the rights of any third party. ICN will have the right to use ideas or adaptations of ideas which are presented in the proposals. In the event the Vendor copyrights the bid proposal, the ICN may reject the bid proposal as noncompliant.

1.14 Conflict Between Terms. ICN reserves the right to accept or reject any exception taken by the Vendor to the terms and conditions of this ITB. Substantial variations between the Vendor’s terms and conditions and those contained in this ITB may be grounds for rejection of the Vendor’s bid proposal as non-responsive and non-compliant.

1.15 Release of Claims. With the submission of a bid proposal, Vendor agrees that it will not bring any claim or have any cause of action against ICN or the State of Iowa based on any misunderstanding concerning the information provided herein or concerning ICN’s failure, negligent or otherwise to provide the Vendor with pertinent information as intended by this ITB.

1.16 Construction of ITB with Laws and Rules. This ITB is to be construed in light of pertinent legal requirements including Iowa Code Chapter 8D and Iowa Administrative Code Chapter 751. Changes in applicable laws and rules may affect the award process or the resulting Contract. Vendors are responsible for ascertaining pertinent legal requirements and restrictions. Vendors are encouraged to visit a web site containing references to the Iowa Code and the Iowa Administrative Code for information. A suggested address is https://www.legis.iowa.gov/ or http://www.icn.iowa.gov

1.17 Bid Proposal Evaluation and Award. All bid proposals submitted shall be evaluated in accordance with the requirements set forth in Chapter 4 of this ITB. The ICN shall not necessarily award the Contract to the Vendor offering the lowest cost to the ICN. The ICN may award a Contract to the most responsible Vendor meeting the requirements of this ITB and which, in the sole discretion of the ICN, provides the best value to the State after considering price and compliance with the provisions of Chapter 3. The award of this Contract in the judgment of ICN may be made in more than 60 days after the Bid Proposals are received and opened. See 751 IAC 5.2(9).

1.17 Bid Proposal Evaluation and Award. The ICN shall evaluate all bid proposals that are timely submitted, in accordance with the requirements set forth in evaluation Chapter 3 of this ITB. The ICN shall not necessarily award the contract to the Vendor offering the lowest cost to the ICN. The ICN may award a contract to the most responsible Vendor meeting the requirements of this ITB and which, in the sole discretion of the ICN, provides the best value to the State after considering price and compliance with the provisions of the ITB.

1.18 ITB Copy. Copies of the ITB will be available by sending an email request to brian.clayton@iowa.gov. In addition the ITB will also be available to the public via the ICN website at http://www.icn.iowa.gov.

1.19 Downloading ITB from the Internet. All amendments and responses to Vendor questions will be posted on the ICN’s website at http://www.icn.iowa.gov. Vendors are advised to check the ICN’s website periodically for amendments to this ITB because Vendors will not automatically receive amendments.

1.20 Definition of Contract. The full execution of a written contract shall constitute the making of a contract for services and no Vendor shall acquire any legal or equitable rights relative to the contract services until the contract has been fully executed by the successful Vendor and the ICN.

1.21 Award Notice and Acceptance Period. The ICN will send the Notice of Intent to award the contract to all Vendors submitting a timely bid proposal. Negotiation and acceptance of the contract shall be completed with the successful Vendor no later than sixty (60) days after Notice of Intent issuance date if there are no appeals filed. If the apparent successful Vendor fails to negotiate and deliver the executed contract by that date, the ICN may, in its sole discretion, cancel the award and award the contract to the next highest ranked Vendor. The ICN reserves the right to continue negotiations after sixty days if, in ICN’s sole discretion, ICN deems it to be in the best interests of ICN to do so.

1.22 No Minimum Guaranteed. The ICN anticipates that the selected Vendor will provide services as requested by the ICN. The ICN will not guarantee any minimum compensation will be paid to the Vendor or any minimum usage of the Vendor’s services.

1.22.1 Discounts based on expected volume or activity levels as shown in this ITB and used as any form of Vendor’s proposed pricing are at Vendor's risk. ICN does not guarantee any minimum usage or volume of activity requirements.

1.23 Criminal History and Background Investigation. The ICN reserves the right to conduct criminal history and other background investigations of the Vendor, its officers, directors, shareholders, or partners and personnel retained by the Vendor for the performance of the contract.

1.24 Hiring of ICN Staff. During the period from the date of issuance of this ITB until the Notice of Intent to award the contract, Vendors are prohibited from officially or unofficially making any employment offer or proposing any business arrangement whatsoever to any ICN employee, ITTC commission member, or any member of the ITB evaluation committee. A Vendor making such an offer or proposition may be disqualified from further consideration.

https://www.legis.iowa.gov/

CHAPTER 2

CONTRACTUAL TERMS

2.1 Contractual Terms Generally.

2.1.1 The Contract which the ICN expects to award as a result of this Invitation To Bid will be based upon the bid submitted by the successful Vendor and this solicitation. The Contract between the ICN and the Vendor shall be a combination of the specifications, terms and conditions of the Invitation To Bid, including the terms contained in the contract terms and conditions sample Agreement identified as Attachment 2, the offer of the Vendor contained in its bid proposal, written clarifications or changes made in accordance with the provisions herein, and any other terms deemed necessary by the ICN.

2.1.2 The Contract terms contained in Attachment 2 are not intended to be a complete listing of all Contract terms but are provided only to enable Vendors to better evaluate the costs associated with the ITB and the potential resulting Contract. Vendors should plan on such terms being included in any Contract awarded as a result of this ITB. All costs associated with complying with these requirements should be included in any pricing quoted by the Vendor.

2.1.3 By submitting a bid, Vendor acknowledges its acceptance of these specifications, terms and conditions without change except as otherwise expressly stated in the appropriate section of the Bid Proposal Compliance Form (Attachment 1). If a Vendor takes exception to a provision, it must state the reason for the exception and set forth in its bid proposal the specific Contract language it proposes to include in place of the provision.

Exceptions that materially change these terms or the requirements of the ITB may be deemed non-responsive by the ICN, in its sole discretion, resulting in possible disqualification of the bid. The ICN reserves the right to either award a Contract without further negotiation with the successful Vendor or to negotiate Contract terms with the selected Vendor if the best interests of the ICN would be served.

2.2 Additional Cost Items Not In Contract. ICN is unaware of any additional Contract terms that would add cost.

Notwithstanding the foregoing, should any Contract items arise that would cost additional monies; those costs shall be borne by the Vendor.

2.3 Vendor may be required to provide manufacturer’s price lists during the term of the Contract. Any prices, which are shown to be marked up from the manufacturer’s suggested list price, shall be cause to immediately terminate the Contract.

CHAPTER 3

REQUIREMENTS

3.1 Scope. ICN is seeking bid proposals from Vendors who can provide Gigamon products and services as needed and requested by the Iowa Communications Network.

3.2 Criteria for Compliance. The purpose of this Section is to identify the requirements and conditions a bid must fulfill before any consideration will be given. Vendor shall confirm its understanding of each section and where requested provide details of how the Vendor complies with the requirement.

3.2.1 ICN does not guarantee the purchase of any minimum quantity of any product from the successful Vendor. The Contract is being awarded, due to current product needs and as a convenience to the State for potential future needs.

3.2.2 Vendor shall confirm its understanding that if awarded a Contract it shall pass on volume discounts, distributor/manufacturer promotional pricing (monthly, quarterly, annually), etc. when better than Vendor’s bid pricing. It is anticipated that ICN will obtain quotes for a high volume/cost items so that better than Vendor’s bid pricing could be passed on.

3.2.3 The Vendor awarded a Contract will be required to provide ICN with a single point of contact for all Gigamon product or service related inquiries and orders. Contact information will include name, phone number, fax and an E-mail address.

3.2.4 Freight. All shipments shall be quoted and delivered F.O.B. point of destination, freight prepaid by the Vendor to any location in Iowa. The ICN expects common freight carriers to be used. No delivery charges shall be added to invoices except when express delivery is authorized and substituted on orders for the method specified in the contract.

3.2.5 All products purchased must be covered by a one-year warranty parts and labor, or the manufacturer’s warranty, whichever is greater. Up to 30 days after delivery, defective products may be returned to the Vendor for replacement or refund.

3.2.6 The Vendor shall make available any return and repair and/or exchange option which the manufacturer makes available to the Vendor.

3.2.7 The Vendor must provide the manufacturer’s technical instruction and installation manual with each piece of equipment purchased.

3.3 Pricing and Discounts. ICN must be assured an efficient and effective method to apply discounts to determine ICN’s cost for products and or services. Vendor shall confirm its understanding of each section and where requested provide details of how the Vendor complies with the requirement.

3.3.1 With its bid response, Vendor must provide a copy of its current list price sheet, to which the discounts would be applied to.

3.3.2 Vendor(s) awarded a Contract must provide, at ICN’s request at any time during the contract term an Excel spreadsheet, a PDF or an internet link to the manufacturer’s current list prices.

3.3.3 Vendor shall confirm that the quoted discounts will remain firm for the first year of any resulting agreement.

3.3.3.1 Vendor acknowledges that the Contract may amend the percent discount off current list price annually at contract renewal time upon the mutual written consent of the Parties.

3.3.4 Category Discounts For Future Purchases: Within the table that follows, Vendor shall provide a percentage discount off of Gigamon list price for each category listed below. Vendor understands that the discount offered shall be the minimum discount applied to each order through the year.

3.3.5 Within the table that follows, Vendor shall indicate if it will share the additional “Deal Registration” discounts with the ICN and if so, Vendor shall detail the method it will use to determine the shared percentage.

Individual Gigamon Product Categories

ICN Minimum Category Discount % off published list price

Additional % Discount, if / when a deal is registered with Gigamon

Gigamon Hardware

Gigamon Software

Gigamon Maintenance & Support

Vendor may add additional categories or modify them to correctly reflect the Gigamon product line.

3.3.6 Exhibit A – Gigamon Bill of Material, excel spreadsheet attached, identifies the Gigamon products that we may purchase for our upgrade. Vendor shall provide its best discount structure and also indicate if there is additional discount to be shared after the deal is registered.

3.4 Maintenance and Support Pricing:

3.4.1 It is a mandatory requirement that all support and maintenance be handled as a “pass through” by the Vendor and provided directly by Gigamon. Vendor shall confirm its understanding of this mandatory requirement and confirm its ability to provide maintenance and support as a “pass through”. Should a Vendor be unable to meet this mandatory requirement, the Vendor’s bid proposal will not be considered for evaluation.

3.4.2 Vendor shall confirm its ability to co-terminate future support with prior renewals.

CHAPTER 4

EVALUATION CRITERIA

4.1 Award Process.

4.1.1 An evaluation committee assigned by personnel within the ICN will review the Bid Proposals. The evaluation committee will consider all information provided when making its recommendations and may consider relevant information from other sources.

4.1.2 The evaluation committee will make a recommendation to the Executive Director of the ICN indicating the committee’s recommendation for award based upon their evaluation of the ITB responses provided. The Executive Director will select the Vendor to receive the award. The Executive Director is not bound by the committee’s recommendation. All Vendors submitting Bid Proposals will receive a copy of the Notice of Intent to award a Contract.

4.1.3 All applicable contracting requirements imposed by this ITB and Iowa law shall be met by the Vendor.

The successful Vendor must, in a timely manner, enter into a Contract with the ICN to implement the services contemplated by this ITB. Failure of a successful Vendor to agree to the terms of a Contract within a timely manner may be grounds for the ICN to award to the next compliant Vendor.

4.2 Evaluation Criteria.

4.2.1 Bid Proposals will be evaluated based on the Vendor response to Chapter 3, including but not limited to;

acknowledgement of Requirements, providing requested information, cost and discounts quoted within Chapter 3 and the overall benefit to the State of Iowa. The ICN will determine, in its sole discretion, which solution is the most cost-effective for the ICN.

ATTACHMENT 1

BID PROPOSAL COMPLIANCE FORM

Vendor affirms that the information contained in the bid proposal is true and accurately portrays all aspects of the goods or services or both contemplated by this ITB. The Vendor is aware that any substantive misinformation or misrepresentation may disqualify the bid proposal from further consideration.

Vendor hereby certifies total compliance with all other terms, conditions and specifications of this ITB except as expressly stated below and/or following the particular ITB section the exception applies to. If Vendor has taken any exceptions to the language or requirements within the ITB, Vendor shall at aa minimum indicate such within this Attachment.

Chapter 1, Administrative Issues

Chapter 2, Contractual Terms & Conditions (includes Attachment 2)

Chapter 3, Requirements

Chapter 4, Evaluation Criteria

I certify that I have the authority to bind the Vendor indicated below to the specific terms and conditions imposed in this ITB and offered in this bid proposal, and that by my signature on this document I specifically agree to all of the waivers, restrictions and requirements of this ITB as conditions precedent to submitting this proposal. I further state that in making this bid proposal that the Vendor has not consulted with others for the purpose of restricting competition or violating State or Federal anti-trust laws and has not knowingly made any false statements in this proposal.

Authorized Signature:

Printed Name:

Title:

Telephone:

Fax Number:

E-Mail:

Business Name:

Address:

Federal ID Number:

ATTACHMENT 2

Contractual Terms and Conditions

Sample Agreement

SECTION 1. IDENTITY OF THE PARTIES.

1.1 Iowa Telecommunications and Technology Commission operating the Iowa Communications Network (ICN) is authorized by Iowa Code Chapter 8D to operate a communications network in the State of Iowa. The ICN’s address is Grimes State Office Building, 400 East 14th Street, Des Moines, IA 50319.

1.2 Vendor is a corporation/limited liability company/partnership/proprietorship qualified to resell Gigamon products and services and is authorized to conduct business in the State of Iowa. Vendor address is (address will be listed).

SECTION 2. TERM. This Agreement is effective upon signature of both parties and will continue for a one-year period.

The Agreement may be renewed thereafter on an annual basis for five (5) one-year periods with mutual written agreement of the Parties.

SECTION 3. DOCUMENTS INCORPORATED BY REFERENCE.

3.1 Incorporation of Bid Proposal Documents. The Invitation to Bid, ITB 25-001 and the Vendor’s bid proposal in response to this ITB, together with any clarifications, attachments, appendices, amendments or other writings of the ICN or the Vendor (collectively bid proposal) are incorporated into this Agreement by this reference as if fully set forth in this Agreement.

3.2 Contractual Obligations of Vendor. The terms and conditions of the bid proposal and of the ITB are made contractual obligations of the Vendor.

3.3 Contents of Agreement. The parties acknowledge that this Agreement consists of this document as well as the ITB and the bid proposal and that the parties are obligated to perform as set forth in the ITB and the bid proposal to the same extent that they are obligated to perform the specific duties set forth in this document.

3.3.1 Order of Preference. In the case of any inconsistency or conflict between the specific provisions of this document, the ITB or the bid proposal, any inconsistency or conflict shall be resolved as follows:

3.2.3 First by giving preference to the specific provisions of this Agreement.

3.2.4 Second, by giving preference to the specific provisions of the ITB.

3.2.5 Third, by giving preference to the specific provisions of the bid proposal.

3.4 Intent of References to Bid Documents. The references to the parties' obligations, which are contained in this document, are intended to change, supplement or clarify the obligations as stated in the ITB and the bid proposal. The failure of the parties to make reference to the terms of the ITB or bid proposal in this document shall not be construed as creating a conflict and will not relieve the Vendor of the contractual obligations imposed by the terms of the ITB and the bid proposal. Terms offered in the bid proposal, which exceed the requirements of the ITB, shall not be construed as creating an inconsistency or conflict with the ITB or this document. The contractual obligations of the ICN cannot be implied from the bid proposal.

SECTION 4. DEFINITIONS. The following words shall have the meanings set forth below. Words in the singular shall be held to include the plural and vice versa, and words of gender shall be held to include the other gender as the context requires. For the purposes of this Contract, the following terms and all other terms defined in this Contract shall have the meanings so defined unless the context clearly indicates otherwise.

4.1 “State” shall mean the State of Iowa and all of its departments, agencies, boards, and commissions, including the

ICN.

4.2 “ICN” shall mean the Iowa Telecommunications and Technology Commission operating the Iowa Communications Network.

4.3 “Vendor” shall mean [Vendor will be listed].

SECTION 5. SCOPE OF WORK.

5.1 Scope of Services.

5.1.1. The services to be performed pursuant to and as a result of this Agreement by the Vendor are described on Schedule A attached hereto and made a part hereof by this reference.

5.1.2 The Vendor shall prepare and deliver specifications to the ICN which will detail the design, technical and functional capabilities, look and feel, and other attributes related to the project, all as more fully described in Schedule A.

5.2 Amendments to Scope of Services and Specifications. The parties agree that Schedule A, Scope of Services, and the specifications, may be revised, replaced, amended or deleted at any time during the term of this Agreement to reflect changes in service or performance standards upon the mutual written consent of the parties.

5.3 Industry Standards. Services rendered pursuant to this Agreement shall be performed in a professional and workmanlike manner in accordance with the terms of this Contract and with generally acceptable industry standards of performance for similar tasks and projects. In the absence of a detailed specification for the performance of any portion of this Agreement the parties agree that the applicable specification shall be the generally accepted industry standard. As long as the ICN notifies Vendor promptly of any services performed in violation of this standard, Vendor will re-perform the services, at no cost to ICN, such that the services are rendered in the above-specified manner.

5.4 Non-Exclusive Rights. This Agreement is not exclusive. The ICN reserves the right to select other Vendors to provide services similar or identical to the Scope of Services described in this Agreement during the term of this Agreement.

5.5 The Contract shall be available to all State of Iowa, institutions, universities, schools, and political subdivisions.

SECTION 6. COMPENSATION.

6.1 Payment Terms. The Vendor shall identify services rendered and submit itemized invoices for amounts owed on a monthly basis. ICN shall pay all approved invoices in arrears and in conformance with Iowa Code. ICN may pay in less than 60 days as provided in Iowa Code; however, an election to pay in less than sixty (60) days shall not act as an implied waiver of Iowa Code. Any sums owed to ICN by the Vendor shall be itemized and deducted from the Vendor’s invoice prior to submission. Notwithstanding anything herein to the contrary, ICN shall have the right to dispute any invoice submitted for payment and withhold payment of any disputed amount if ICN believes the invoice is inaccurate or incorrect in any way. Invoices shall be submitted to ICN Finance - Accounts Payable, Grimes State Office Building, 400 East 14th Street, Des Moines, IA 50319.

6.2 Pricing. The pricing matrix is described in Schedule A. The parties agree that Schedule A, Pricing, may be revised, replaced, amended or deleted at any time during the term of this Agreement upon the mutual written consent of the parties.

6.3 Reimbursable Expenses. There shall be no reimbursable expenses associated with this Agreement separate from the compensation referred to in this section. Vendor shall be solely responsible for all costs and expenses, including, but not limited to, travel, mileage, meals, lodging, equipment, supplies, personnel, training, salaries, benefits, insurance, conferences, long distance telephone, and all other costs and expenses of Vendor.

6.4 Freight. The ICN requests that all shipments be quoted and delivered F.O.B. Point of Destination, Freight Paid by the Vendor. Vendor bears all risk of loss during shipment of goods. The Vendor shall properly package goods. The State will not accept noticeably damaged goods. The State reserves the right to inspect the goods at a reasonable time subsequent to delivery in the event the State is unable to perform an adequate inspection of the goods at the time of delivery. If the State discovers damaged or defective goods not readily apparent at the time of delivery, the State shall have the right to return goods at no cost to the State, regardless of when the damage or defect is discovered.

6.4.1 The ICN expects common freight carriers to be used. No delivery charges shall be added to invoices except when express delivery is authorized and substituted on orders for the method specified in the contract.

6.5 Set Off. In the event that Vendor owes ICN or the State of Iowa any sum under the terms of this Contract, any other Contract, pursuant to any judgment, or pursuant to any law; ICN may set off the sum owed to ICN or the State against any sum billed to ICN by the Vendor in ICN’s sole discretion unless otherwise required by law. The Vendor agrees that this provision constitutes proper and timely notice under the law of setoff.

6.6 Delay of Payment Due To Vendor's Failure. If the ICN in good faith determines that the Vendor has failed to perform or deliver any service or product as required by this Contract, the Vendor shall not be entitled to any compensation under this Contract until such service or product is completed or delivered. In the event of partial performance, the ICN may withhold that portion of the Vendor’s compensation, which represents payment for the unsatisfactory services.

6.7 The Vendor shall audit the invoices presented to the ICN to ensure that they are proper, current and correct. The Vendor has 30 days from the date of invoice to present and resolve any discrepancies with the ICN. The Vendor shall notify the ICN of any and all discrepancies that the audit(s) reveals.

SECTION 7. INSURANCE.

7.1 Coverage Requirements. The Vendor, and any subcontractors performing the services required under this Agreement, shall maintain in full force and effect, with insurance companies of recognized responsibility, at its own expense, insurance covering its work during the entire term of this Agreement and any extensions or renewals thereof.

The insurance shall be of the type and in the amounts as reasonably required by the ICN. The Vendor’s insurance shall, among other things, insure against any loss or damage resulting from or related to the Vendor’s performance of this Agreement. All such insurance policies should remain in full force and effect for the entire life of this Agreement and shall not be canceled or changed except with the advance written approval of the ICN.

7.2 Types of Coverage. Unless otherwise requested by the ICN, Vendor shall, at its sole cost, cause to be issued and maintained during the entire term of this Agreement (and any extensions or renewals thereof) the insurance coverages set forth below, each naming the State of Iowa and the ICN additional insureds or loss payees, as applicable:

Type Amount

Workers Compensation and Employer Liability As Required By Iowa Law

General Liability (including contractual liability) written on an occurrence basis

GENERAL AGGREGATE $3 million

PRODUCT LIABILITY $1 million

PERSONAL INJURY $1 million

COMPREHENSIVE AGGREGATE $1 million

EACH OCCURRENCE $1 million

Automobile Liability, including any auto, hired autos and non owned autos

COMBINED SINGLE LIMIT

$1 million

7.3 Coverage for State Property on Vendor Premises. The policies shall provide coverage for damages to the State’s property, which occurs on the Vendor’s premises or premises under the control of the Vendor or Vendor’s subcontractors.

7.4 Claims Made Coverage. All insurance policies required by this Agreement must provide coverage for all claims arising from activities occurring during the term of the policy regardless of the date the claim is filed or expiration of the policy.

7.5 Notice Regarding Cancellation. Certificates of insurance, which provide that the ICN will be notified at least thirty

(30) days prior to cancellation of the coverage required by this Agreement must be provided by the Vendor and any subcontractors to the ICN at the time of execution of the Agreement or at a time mutually agreeable to the parties.

7.6 No Limitation of Liability. The receipt of insured certificates by the ICN does not constitute approval of the coverage contained in the certificates, and the Vendor remains responsible for determining that its insurance coverage meets each and every requirement of this Agreement. Acceptance of the insurance certificates by the ICN shall not act to relieve the Vendor of any obligation under this Agreement. Only companies authorized to transact business in the State of Iowa shall issue the insurance policies and certificates required by this Section. It shall be the responsibility of the Vendor to keep the respective insurance policies and coverages current and in force during the life of this Agreement.

7.7 Warranty. The Vendor warrants that it has examined its insurance coverage to determine that the State of Iowa and the ICN can be named as additional insured without creating an adverse effect on the Vendor's coverage.

7.8 Waiver of Subrogation Rights. The Vendor shall obtain a waiver of any subrogation rights that any of its insurance carriers might have against State of Iowa and the ICN. The waiver of subrogation rights shall be indicated on the certificates of insurance coverage supplied to the ICN.

SECTION 8. CONFIDENTIAL INFORMATION.

8.1 During the course of this Agreement each party may disclose, to the other either directly or indirectly, certain data which is proprietary which shall be referred to as "Confidential Information" of the disclosing party and which must remain confidential. Confidential Information may include without limitation, among other things, such items as security information, user information, data, knowledge, trade secrets and other proprietary information, methodologies, developments, software, software documentation, inventions, processes, and other nonpublic information in oral, graphic, written, electronic or machine-readable form.

8.2 The parties acknowledge that information and material in the hands of the ICN is generally public information unless it is specifically allowed by law to be maintained as Confidential Information.

8.3 The parties acknowledge that some information in the hands of the ICN is strictly confidential and is not subject to release as a matter of law. The Vendor shall abide by all such statutory provisions when handling sensitive ICN information identified as confidential.

8.4 All written or electronic Confidential Information shall be clearly marked as Confidential Information by the party providing the Confidential Information at the time of disclosure to the other party.

8.5 If the Confidential Information is disclosed orally, and reduced to writing, the receiving party must treat the information as Confidential Information.

8.6 The Vendor shall limit such identification to information it reasonably believes it is entitled to confidential treatment pursuant to Iowa Code Chapter 22 or other applicable law.

8.7 In the event a public records request is made to the ICN pursuant to Iowa Code Chapter 22, regarding the Confidential Information of the Vendor, the ICN shall immediately notify the Vendor of the request by telephone and fax.

The ICN will respond to the request for information within 15 days thereafter with a release of the information unless the Vendor has obtained an injunction preventing release of the requested information.

8.8 The obligations of this Agreement do not apply to Confidential Information which:

8.8.1 Was rightfully in the possession of the receiving party from a source other than the disclosing party prior to the time of disclosure of the Confidential Information to receiving party.

8.8.2 Was known to the receiving party prior to the disclosure of the Confidential Information from the disclosing party;

8.8.3 Was disclosed to the receiving party without restriction by an independent third party having a legal right to disclose the Confidential Information;

8.8.4 Becomes public knowledge, other than through an act or failure to act of the disclosing party;

8.8.5 Is publicly available or in the public domain when provided;

8.8.6 Is independently developed by the disclosing party; or

8.8.7 Is disclosed pursuant to law, subpoena or the order of a court or government authority.

8.9 The parties shall have the following duties relating to the Confidential Information:

8.9.1 The Vendor shall designate one individual who shall remain the responsible authority in charge of all data collected, used or disseminated by the Vendor in connection with the performance of this Agreement. The Vendor shall accept responsibility for providing adequate supervision and training to its agents and employees to ensure compliance with the terms of this Agreement. The private and confidential data shall remain the property of the ICN at all times.

8.9.2 The Confidential Information of either party shall be held in strict confidence by the receiving party and shall not be disclosed or used by the receiving party without the prior written consent of the disclosing party, except as provided in this Agreement or as may be required by law pursuant to available confidentiality restrictions.

8.9.3 The parties shall use their best efforts to protect the Confidential Information in its possession.

8.9.4 The parties shall restrict disclosure of the Confidential Information solely to those of its employees, agents, consultants and attorneys with a need to know in order to accomplish the purpose of this Agreement.

8.9.5 The parties shall protect the Confidential Information from disclosure to or access by unauthorized persons.

8.9.6 The parties shall use the Confidential Information solely for the purpose of this Agreement and for no other purpose.

8.9.7 The parties shall not duplicate the Confidential Information in any form, except as may be necessary to accomplish the purpose of this Agreement.

8.9.8 The parties shall advise each of its employees, agents, consultants and attorneys who receive the Confidential Information of the obligations of confidentiality and restrictions on the use set forth herein.

8.9.9 The parties shall immediately return the Confidential Information and all copies thereof, to each other upon the earlier of the expiration of the need therefore or the termination of this Agreement in order to accomplish the purpose.

8.10 The provisions of this Agreement shall apply to all Confidential Information disclosed by the parties to each other over the course of this Agreement. The parties' obligations under this provision shall survive termination of this Agreement and shall be perpetual.

8.11 The Vendor shall indemnify the ICN for a violation of this Section. The Vendor shall notify the ICN prior to the destruction of these materials and shall provide the ICN with the opportunity for proper destruction of these materials.

8.12 No Confidential Information will be exported to any country in violation of the United States Export Administration Act and the regulations thereunder.

SECTION 9. VENDOR WARRANTIES.

9.1 Construction of Warranties Expressed in this Agreement with Warranties Implied by Law. All warranties made by the Vendor in all provisions of this Agreement and the bid proposal by the Vendor, whether or not this Agreement specifically denominates the Vendor's promise as a warranty or whether the warranty is created only by the Vendor's affirmation or promise, or is created by a description of the materials and services to be provided, or by provision of samples to the ICN, shall not be construed as limiting or negating any warranty provided by law, including without limitation, warranties which arise through course of dealing or usage of trade. The warranties expressed in this Agreement are intended to modify the warranties implied by law only to the extent that they expand the warranties applicable to the goods and services provided by the Vendor.

9.2 The Vendor warrants that all the concepts, materials produced, the work product and the information, data, designs, processes, inventions, techniques, devices, and other such intellectual property furnished, used, or relied upon by the Vendor or the ICN will not infringe any copyright, patent, trademark, trade dress, or other intellectual property right of the Vendor or others. Any intellectual property provided to the ICN pursuant to the terms of this Agreement, shall be wholly original with the Vendor or the Vendor has secured all applicable interests, rights, licenses, permits, or other intellectual property rights in such concepts, materials and work.

9.3 The Vendor represents and warrants that the concepts, materials and the ICN’s use of same and the exercise by the ICN of the rights granted by this Agreement shall not infringe upon any other work, other than material provided by the ICN to the Vendor to be used as a basis for such materials, or violate the rights of publicity or privacy of, or constitute a libel or slander against, any person, firm or corporation and that the concepts, materials and works will not infringe upon the copyright, trademark, trade name, literary, dramatic, statutory, common law or any other rights of any person, firm or…