IOWA COMMUNICATIONS NETWORK

INVITATION TO BID

25-024

The Iowa Telecommunications and Technology Commission (ITTC) operating the Iowa Communications Network (ICN) will be receiving sealed bid proposals until

2:00 p.m. central time Wednesday, August 27, 2025 for:

ICN OSP Project # 23230205 Clinton Co

ICN requires relocation of existing 4 fiber cable along N Bluff from N 6th St to Springdale Dr in Clinton, IA. Relocation will consist of placement of approximately 970-ft of minimum of 1.25-in HDPE.

Contractor will place a total of two (2) handholes with lids set at grade. A new 48-strand OSP armored fiber optic cable shall be placed through the new conduit and coiled evenly in both handholes. Existing ICN handhole at N Bluff Blvd/Springdale Dr will need to be removed after both IRHTP and Segra cables have been removed after the splice.

Sheri Stephens Iowa Communications Network Grimes State Office Building 400 East 14th Street Des Moines, IA 50319 Telephone 515-725-4747

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

THIS REQUEST FOR PROPOSAL CONSISTS OF FOUR CHAPTERS AND SEVEN ATTACHMENTS:

CHAPTER TITLE

1 Administrative Issues

2 Contractual Terms

3 Technical Specifications

4 Evaluation Criteria

Attachment 1 Contractual Terms and Conditions (Sample Agreement)

Attachment 2 Bid Proposal Compliance Form

Attachment 3 Authorization To Release Information

Attachment 4 Scope of Work – Project Overview

Attachment 5 Engineering Plans

Attachment 6 Geotechnical Evaluation Report

Attachment 7 Typicals

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 to relocate existing 4 fiber cable along N Bluff from N 6th St to Springdale Dr in Clinton, IA. Relocation will consist of placement of approximately 970-ft of minimum of 1.25-in HDPE. Contractor will place a total of two (2) handholes with lids set at grade. A new 48-strand OSP armored fiber optic cable shall be placed through the new conduit and coiled evenly in both handholes. Existing ICN handhole at N Bluff Blvd/Springdale Dr will need to be removed after both IRHTP and Segra cables have been removed after the splice.

1.2 Schedule and Submission of Bid Proposal.

1.2.1 Vendor Conference. No Vendor Conference.

1.2.2 Site Visits: No Site Visit.

1.2.3 Changes and Amendments. The ICN reserves the right to amend the ITB at any time. If the ICN amends the ITB, the ICN will post the amendment on its web site. It is suggested that all Vendors check the ICN web page periodically, for updates, Amendments, etc. Vendors’ bid proposals must include acknowledgment of all amendments issued by ICN. If the ICN amends the ITB after the closing date of receipt of proposals, the ICN may, in its sole discretion, allow Vendors to amend their bid proposals in response to the ICN’s amendment.

1.2.4 Receipt of Bid Proposals. Sealed bid proposals must be received at ICN’s office no later than 2:00 p.m.

central time August 27, 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. The bid proposals must be mailed (with mailing in sufficient time to arrive on or before this deadline requirement) or be delivered as follows (If bid proposals are delivered by mail service, express courier, delivery service or company, or in person, it shall be the sole responsibility of the Vendor submitting the proposal to ensure that such delivery takes place prior to the aforementioned deadline. There shall be no waiving of the deadline due to mis-deliveries on the part of the Vendor, Vendor’s delivery staff or Vendor’s choice of delivery service(s). Deliveries made directly to ICN must be placed with the ICN Contracting Section or with an ICN staff person able to accept such delivery.):

Mailing and Delivery Address:

Sheri Stephens Iowa Communications Network Grimes State Office Building 400 East 14th Street

If bid proposals are delivered by mail service, express courier, delivery service or company, or in person, it shall be the sole responsibility of the Vendor submitting the proposal to ensure that such delivery takes place prior to the aforementioned deadline. There shall be no waiving of the deadline due to mis-deliveries on the part of the Vendor, Vendor’s delivery staff or Vendor’s choice of delivery service(s).

Deliveries made directly to ICN must be placed with the ICN Contracting Section or with an ICN staff person able to accept such delivery.

1.2.5 Bid Proposal Opening. Bid Proposals will be opened at 2:00 p.m. central time August 27, 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 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 Vendors must furnish all information necessary to evaluate the bid proposal. Bid proposals that fail to meet the mandatory requirements of the ITB or that fail to provide all of the information requested may be disqualified. Verbal information provided by the Vendor shall not be considered part of the Vendor’s proposal.

1.2.5.2 All bid proposals shall be firm for a period of ninety (90) 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. The ICN reserves the right to issue an award either prior to, or beyond, the 90 days after proposal deadline if it is in the best interests of ICN, in ICN’s sole opinion, to do so. If the award is not issued within 90 days, Vendors having submitted a proposal will be given the opportunity to confirm that the price and other factors in the proposal are still valid.

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 Bid proposals shall be printed on 8.5” x 11” paper. One original must accompany each submission. The original bid proposal must be in a package CLEARLY MARKED ITB 25-024 on the outer envelope or wrapping. This is necessary to ensure that the response package is handled properly for verification against the ITB deadline. Lack of notation of the ITB number may affect the receipt timing and affect the evaluation process. Vendor should consider this item as a critical factor when submitting a response. If the Vendor has identified portions of its proposal as confidential 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, proposals shall be organized in the following manner:

1.3.1.1 Completed Proposal Compliance Form (Attachment 2). If an exception is made by the Vendor, the Vendor must explain the exception and must describe the Vendor’s proposed method for dealing with the exception. Exceptions that materially change the terms of the requirements of the ITB may result in disqualification of the Vendor’s bid proposal.

1.3.1.2 Completed Authorization to Release Information Form (Attachment 3). The Vendor must sign the Authorization to Release Information form included with this ITB as an attachment. Failure to sign this Authorization will result in the bid proposal being rejected outright.

1.3.1.3 Technical Specifications. The Vendor must provide a positive statement of compliance to each mandatory requirement to have its bid proposal considered. Proposals must identify any deviations from the requirements of this ITB or requirements that the Vendor cannot satisfy. Any deviations from the requirements of the ITB or requirements the Vendor cannot satisfy may result in disqualification of the Vendor’s proposal.

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 proposal from any source and to consider such information in evaluating the Vendor’s bid proposal.

1.4.1 Authorization to Release Information. The Vendor must sign the Authorization to Release Information Form included with this ITB as an attachment. Failure to sign this Authorization may result in the Bid Proposal being rejected outright.

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 are 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. The costs of preparation and delivery of the bid proposal are solely the responsibility of the Vendor.

1.7 Bid Proposal Obligations. The contents of the ITB and 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. 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. 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 and Disqualification 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 RFP 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 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.

1.9.3 The ICN may reject a bid proposal outright and not evaluate the proposal for any one (1) of the following reasons:

1.9.3.1 Vendor fails to deliver the bid proposal by the due date and time.

1.9.3.2 Vendor fails to include the Bid Proposal Compliance Form signed by an officer of the Vendor submitting the bid proposal (Attachment 2).

1.9.3.3 Vendor fails to include the Authorization to Release Information Form (Attachment 3).

1.9.3.4 Vendor's response materially changes a technical requirement.

1.9.3.5 Vendor’s response limits the rights of the ICN.

1.9.3.6 Vendor fails to respond to the ICN’s request for information, documents, or references.

1.9.3.7 Vendor presents the information requested by this ITB in a format inconsistent with the instructions of the ITB.

1.9.3.8 Vendor initiates unauthorized contact regarding the ITB with state employees.

1.9.3.9 The Vendor’s exceptions to the contract terms and conditions described in the Contractual Terms Generally Section and Attachment 1 materially change the terms and conditions of that section or the requirements of this ITB.

1.9.3.10 The Vendor provides misleading or inaccurate responses.

1.9.3.11 The Vendor’s proposal is materially unbalanced.

1.9.3.12 The Vendor states that a service requirement cannot be met.

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. Failure to properly mark information as confidential shall relieve the ICN from any responsibility if the information is viewed by the public, a competitor, or is any way accidentally released.

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. From the issue date of this ITB until the ICN issues the Notice of Intent to award, Vendors may only contact ICN’s Contracting Officer with questions or other communications relating to this ITB.

If 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, except as otherwise permitted by this ITB, the Vendor may be disqualified. No questions shall be asked of State of Iowa employees regarding this ITB, without prior notification and approval by the Contracting Officer, except as otherwise specifically permitted by this ITB.

1.12.1 The ICN assumes no responsibility for verbal representations made by its officers or employees unless such representations are confirmed in writing by the ICN and incorporated into this ITB.

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 bid proposals. In the event the Vendor copyrights the proposal, the ICN may reject the proposal as noncompliant.

1.14 Nonmaterial and Material Variances. The ICN reserves the right to waive or permit cure of nonmaterial variances in the bid proposal if, in the judgment of the ICN, it is in the ICN’s best interest to do so. Nonmaterial variances include minor informalities that do not affect responsiveness; that are merely a matter of form or format; that do not change the relative standing or otherwise prejudice other Vendors; that do not change the meaning or scope of the ITB; or that do not reflect a material change in the services. In the event the ICN waives or permits cure of nonmaterial variances, such waiver or cure will not modify the ITB requirements or excuse the Vendor from full compliance with ITB specifications or other contract requirements if the Vendor is awarded the contract. The determination of materiality is in the sole discretion of the ICN.

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 ITB Copy. A soft copy or hard (printed) copy of the ITB will be available by request to sheri.stephens@iowa.gov.

1.18 Downloading ITB from the ICN Internet Website. All Amendments and responses to Vendor questions will be posted on 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.

1.19 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.

1.20 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(s) 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.

1.21 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.

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

CHAPTER 2

CONTRACTUAL TERMS

2.1 Contractual Terms Generally.

2.1.1 The Contract the ICN expects to award as a result of this Invitation to Bid will be based upon the Bid Proposal submitted by the successful Vendor (Vendor awarded the Contract) and this solicitation. The Contract between the ICN and the Vendor shall be a combination of the specifications, terms and conditions of the Request for Proposal, including the terms contained in the Contract Terms and Conditions Sample Agreement identified as Attachment 1, 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 1 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 Proposal, each 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 2). If a Vendor takes exception to a provision, it must state the reason for the exception and set forth in Attachment 2 of 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 Proposal.

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

CHAPTER 3

TECHNICAL SPECIFICATIONS

3.1 Scope of Work. The ICN requires relocation of existing 4 fiber cable along N Bluff from N 6th St to Springdale Dr in Clinton, IA. Relocation will consist of placement of approximately 970-ft of minimum of 1.25-in HDPE. Contractor will place a total of two (2) handholes with lids set at grade. A new 48-strand OSP armored fiber optic cable shall be placed through the new conduit and coiled evenly in both handholes. Existing ICN handhole at N Bluff Blvd/Springdale Dr will need to be removed after both IRHTP and Segra cables have been removed after the splice.

The bidder is expected to assess the terrain prior to submitting bids. The ICN anticipates rock will be encountered during the construction. The extent to which rock is encountered is not known nor defined. Therefore, the contractor is expected to submit a bid which anticipates encountering rock, the extent of which should be reasonably ascertained by the contractor, and agrees to the following definition of rock:

Rock Bore Definition: Defined by ICN where an All-Terrain Horizontal Directional Drilling machine with dual drill pipe, bits, housings, and backreamers—designed specifically for rock applications are required to complete the boring operation. Experienced operators capable of utilizing this equipment are also required. The ICN expects that the bidder owns and is able to operate the described equipment.

3.2 Project Timeline

Work Start Date: Work may begin upon award of the bid and completion of the contract. Only written modifications to this Scope of Work are binding - Verbal changes to this scope of work by any person or persons are not binding, unless confirmed in writing.

Completion date: Not later than November 3, 2025 with Desired Completion. (extension may be negotiated based upon weather and/or unforeseen construction problems in the ROW).

3.3 Cost: Total Break Down of the Cost for the Project $ ______________________________

3.3.1 Quotes: Contractors must submit a quote for Construction Bid as outlined in the SOW and per the Engineering drawings. ICN requires a breakdown of lump sum bids into labor and materials.

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 recommendation and may consider relevant information from other sources. By virtue of statutory authority, a preference will be given to products and provisions grown and coal produced within the State of Iowa.

4.1.2 The evaluation committee will make recommendations to the Executive Director of the ICN indicating the committee’s choice. The Executive Director will select the Vendor to receive the award. The Executive Director is not bound by the committee’s recommendations. All Vendors submitting bid proposals will receive a copy of the Notice of Intent to award the 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 service 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 A bid proposal will not be evaluated if all of the Mandatory Requirements are not met and/or fulfilled.

4.2.2 The ICN shall award the Contract to the Vendor offering the lowest cost to the ICN, and that meets the requirements of this ITB.

ATTACHMENT 1

CONTRACTUAL TERMS AND CONDITIONS

ITB 25-024

Sample Agreement

SECTION 1. IDENTITY OF THE PARTIES.

1.1 The Iowa Communications Network (ICN) is authorized by the 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 qualified to provide (list the service) and is authorized to conduct business in the State of Iowa. Vendor address is (awarded vendor will be listed).

SECTION 2. PURPOSE. The parties have entered into this Agreement for the purpose of XXXXXXXXXXXXXXXXXXXXXXXXXXX. ICN is entering into this Agreement pursuant to Iowa Code Chapter 8D.

SECTION 3. TERM. This Agreement is effective XXX XX, 20XX.

SECTION 4. DOCUMENTS INCORPORATED BY REFERENCE.

4.1 Incorporation of Bid Proposal Documents. The Invitation for Bid Proposal ITB 25-024 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.

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

4.3 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.

4.3.1 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:

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

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

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

4.4 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 5. 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.

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

ICN.

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

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

5.4 “Agreement” or “Contract” shall mean this document and any amendments to this document or any other documents incorporated by reference.

SECTION 6. SCOPE OF WORK.

6.1 Scope of Services.

6.1.1. 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.

6.1.2 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.

6.2 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.

6.3 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.

6.4 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.

SECTION 7. COMPENSATION.

7.1 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 invoices 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.

7.1.1 Retainer.

7.1.1.1 Payment tied to Performance. The ICN shall withhold 100% of the fee specified in Section

7.4 of the Agreement until the ICN has provided Final Acceptance of the project described in Schedule A and as-built drawings are received and approved by the ICN. Upon Final Acceptance, the Vendor shall submit an invoice to the ICN requesting payment of the remaining 100% of the fee specified in Schedule A. The invoice shall contain appropriate documentation as necessary to support the fee included on the invoice and shall comply with all applicable rules concerning payment of such fees.

7.1.1.2 Monitoring. The ICN shall monitor the Vendor’s compliance with the deadlines established in Schedule A.

7.1.1.3 Review. Once the ICN has received notice of completion of the project as described in Schedule A, the ICN shall review the Vendor’s performance history under the Agreement and shall pay the Vendor the 100% retainer upon Final Approval of the project and receipt of the as-built drawings.

7.2 Pricing. The pricing matrix is described in Schedule A. The parties agree that the 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.

7.3 Performance Standards. (Appropriate language will be included in the contract. The Accountable Government Act, enacted in the Iowa 2001 Legislative session, imposes responsibilities on state agencies when contracting for services. The Accountable Government Act and the rules implementing it require contracts to include clauses in three interrelated categories (1) a payment clause that ties the amount or basis for paying for the services to performance, (2) a monitoring clause for overseeing the service provider’s compliance, and (3) a review clause to review performance.)

7.4 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.

7.5 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.

7.6 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.

7.7 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 8. INSURANCE.

8.1 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.

8.2 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

8.3 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.

8.4 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.

8.5 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.

8.6 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.

8.7 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.

8.8 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 9. CONFIDENTIAL INFORMATION.

9.1 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.

9.2 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.

9.3 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.

9.4 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.

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

9.6 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.

9.7 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.

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

9.8.1 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.

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

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

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

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

9.8.6 Is independently developed by the disclosing party; or

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

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

9.9.1 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.

9.9.2 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.

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

9.9.4 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.

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

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

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

9.9.8 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.

9.9.9 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.

9.10 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 expiration and termination of this Agreement and shall be perpetual.

9.11 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.

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

SECTION 10. VENDOR WARRANTIES.

10.1 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.

10.2 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.

10.3 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 corporation or other entity.

10.4 The Vendor warrants that all of the services to be performed hereunder will be rendered using sound, professional practices and in a competent and professional manner by knowledgeable, trained and qualified personnel.

10.5 The Vendor warrants that the deliverables under this Agreement will operate in conformance with the terms and conditions of this Agreement.

10.6 The Vendor warrants that it has full authority to enter into this Agreement and that it has not granted and will not grant any right or interest to any person or entity which might derogate, encumber, or interfere with the rights granted to the ICN.

10.7 The Vendor warrants that all obligations owed to third parties with respect to the activities contemplated to be undertaken by the Vendor pursuant to this Agreement are or will be fully satisfied by the Vendor so that the ICN will not have any obligations with respect thereto.

10.8 The Vendor warrants that it is the owner of or otherwise has the right to use and distribute the software, the materials owned by the Vendor and any other materials, and…