Juniper Products & Services

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., June 4, 2026 for:

ITB 26-016

Juniper Products & Services

Brian Clayton

Communications Network

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 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 Juniper products and services including support for existing and future equipment 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 May 19, 2026. 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) 725-4616 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 and transmitted via e-mail to all Vendors, no later than May 21, 2026 to all Vendors to whom the ITB has been sent.

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 June 4, 2026. 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:

Communications Network

Attn: Brian Clayton (ITB 26-016)

Des Moines, IA 50319

1.2.5 Bid Proposal Opening. Bid Proposals will be opened at 3:00 p.m. central time on June 4, 2026. 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 .

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 26-016”. 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, 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 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 Failure to provide a completed Bid Proposal Submittal Form (Attachment 4).

1.9.2.5 Vendor's response materially changes a technical requirement.

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

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

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

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

1.9.2.10 The Vendor’s exceptions to the contract terms and conditions described in the Contractual Terms Chapter 2 and Attachment 2 materially change the terms and conditions of that section or the requirements of this ITB.

1.9.2.11 The Vendor provides misleading or inaccurate responses.

1.9.2.12 The Vendor’s proposal is materially unbalanced.

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

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 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 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 https://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).

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 Juniper products and services including support for existing and future equipment 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.

3.2.1.1 Future Purchases: ICN has approximately 43 sites needing updating or redesign which may require ACX7024 units at some point during the contract period.

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 During the Contract period, when requested, Vendor will provide manufacturer’s list price, discount to be applied and the ICN net price. The ICN net price given will be applied for the remaining term of the Agreement.

3.2.3.1 Vendor shall identify its normal turn around time frame for a quote request. ___# of days

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

3.2.4.1 Vendor will also be required to provide escalation contacts within any resulting contract.

3.2.5 Freight. All shipments shall be quoted and delivered F.O.B. point of destination, full freight allowed, to any location in Iowa. The ICN expects common carriers to be used. If, at the request of the ICN, the material must be shipped by a specialty carrier or an overnight service, the ICN will negotiate the freight rate for the shipment.

3.2.6 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.

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

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

3.3 Category Pricing. Vendor must offer pricing with its Bid Proposal as a percent discount off current manufacturer list price. Vendor awarded a Contract may amend the percent discount off current list price annually at contract renewal time upon the mutual written consent of the Parties.

3.3.1 ICN must be assured an efficient and effective method to apply discounts to determine ICN’s cost for products and or services. Vendor(s) awarded a Contract must provide, at ICN’s request at any time during the contract term a copy of or internet link to the manufacturer’s current list prices.

3.3.2 Category Discounts For Future Purchases: Vendor shall provide a percentage discount off of Juniper list price for each category listed below. Vendor may add additional product categories if need be.

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

3.3.3.1 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 Juniper Product Categories	ICN Minimum Category Discount % off published list price	Additional % Discount, if / when a deal is registered with Juniper
Juniper Hardware
• ACX Series
o ACX7024
• Ex Series
• QFX 5K and 10K Series
• MX204, 480 & 960
Juniper Accessories
• Optics
Juniper Software
Juniper Software Licenses
Juniper Maintenance & Support
Juniper Documentation

3.4 Support: ICN currently pays an annual support cost of $325,263.41 for approximately 147 lines of various HW & SW on items such as: MPC3E-3D-NG-R-B, MPC7E-MRATE-RB, MX204, QXF5100S4, ACX7024, ACX710, MX480. The next support term starts 7-1-2027.

3.4.1 Vendor shall confirm its understanding that the support term shall start on the on the ICN fiscal year, starting July 1st. ICN acknowledges that the support purchase order issued after the July 1 date will be retroactive and cover the term starting July 1.

3.4.2 Vendor shall confirm that all future support quotes provided will co-terminate the end date of the support on June 30th.

3.4.3 It is a mandatory requirement that all support and maintenance be handled as a “pass through” by the Vendor and provided directly by Juniper. 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.

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 cost and discounts quoted 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

ITB 26-016

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:

Chapter 1, Administrative Issues:

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

Chapter 3, Technical Specifications:

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

ITB 26-016

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 . The ICN’s address is , .

1.2 Vendor is a corporation/limited liability company/partnership/proprietorship qualified to resell Juniper products and support 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 26-016 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 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 Per Iowa Code, ICN cannot agree to Vendor terms that are unknown to ICN at the time of signing or can be unilaterally changed by the Vendor, nor can ICN agree to boilerplate provisions within a Vendor’s quotation or ordering document that seeks to alter the terms of ICN’s contract or to impose new terms on the contract, unless specifically agreed to by ICN at the time of the individual order.

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, , .

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 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 by ICN.

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 and the ICN additional insureds or loss payees, as applicable:

Type	Amount
Workers Compensation and Employer Liability	As Required By 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 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 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 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.

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