HomeMy WebLinkAbout20240912IPC to Staff 116 - Attachment RFP Terms and Conditions dated Dec2022.pdfRequest for Proposal (RFP)
Dated: 12/09/2022 Page 1 of 4
Firms accessing this RFP event or submitting a response or proposal to this RFP event, referred herein as
Respondents, must comply with the following:
A. Participation
All responses and proposals must be received through Zycus on or before the date and time specified in the Zycus
event. All copies of the proposal and accompanying documentation become the property of IPC and will not be
returned. Responses and proposals shall be valid for ninety (90) calendar days from the event due date.
B. Questions and Clarifications
Respondents should carefully review this RFP for questions, clarifications, defects and questionable or
objectionable material. Comments and questions concerning clarifications, defects and questionable or
objectionable material must be submitted through the Zycus tool to the RFP Coordinator. Protests based on any
omission or error, or on the content of this solicitation, will be disallowed if they have not been brought to the
attention of the RFP Coordinator in the timeframe outlined in the event.
C. Failure to Comply
Respondent is specifically notified that failure to comply with any part of the RFP may result in disqualification of
the proposal, at IPC’s sole discretion.
D. Contractual Status of Proposals
This RFP has been prepared solely to solicit proposals and is not a contract offer. This RFP is not binding on IPC. The
only document that will be binding on IPC is a contract duly executed by IPC and the successful Respondent (if any)
after the completion of the selection process and the award and negotiation of a contract. IPC reserves the right to
reject any and all proposals submitted by Respondents. The issuance of this RFP does not obligate IPC to purchase
any product or services offered by Respondent or any other entity. Furthermore, IPC may choose, at its sole
discretion, to abandon the RFP process in its entirety. Respondents agree that they submit offers without recourse
against IPC, IDACORP Inc., any of IDACORP Inc.’s affiliates, or any of their respective employees, agents, officers, or
directors for failure to accept an offer for any reason.
E. In Whole or In Part
IPC reserves the right to accept the proposal in whole or in part, and to award to more than one Respondent.
Furthermore, Respondent understands that any “award” by IPC does not obligate IPC in any way. IPC will not be
obligated to any part unless and until IPC executes a definitive agreement between the parties.
F. Revisions to the RFP
The requirements specified in this RFP reflect those presently known. IPC reserves the right to vary, in detail, the
requirements and/or to issue addenda to the RFP. IPC also reserves the right to cancel or to reissue the RFP in whole
or in part, prior to the execution of a contract, if any. In the event it becomes necessary to revise any part of the RFP,
addenda will be provided to Respondents included in the current and applicable stage of the RFP.
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G. Cost to Propose
Respondent will absorb all costs incurred in responding to this RFP, including without limitation, costs related to the
preparation and presentation of its response. All materials submitted by the Respondent immediately become the
property of IPC. Any exception will require written agreement by both parties prior to the time of submission.
H. Respondent to Conform with Law
Respondent shall conform in all material respects to all applicable laws, ordinances, rules, and regulations and
nothing in this RFP shall be construed to require IPC or Respondent to act in a manner contrary to law.
I. Business Conduct Policy
In responding to this RFP, Respondent shall adhere to best business and ethical practices.
Respondent shall adhere to IPC’s Supplier Code of Conduct, available at www.idahopower.com.
J. Proprietary Information—Confidentiality
Respondent acknowledges and agrees that all information obtained or produced in relation to this RFP, including
without limitation, all IPC Data (defined below), is considered IPC’s confidential information, regardless of whether
marked as “CONFIDENTIAL” or otherwise, and shall not be released or disclosed to any person or entity for any
purpose nor used for any purpose other than providing a proposal to IPC, without the express written consent of
IPC. Respondent agrees it will take affirmative steps to protect and safeguard IPC’s confidential information and at
a minimum use the same degree of care it uses to prevent the unauthorized use, dissemination, or publication of its
own confidential information and, in any event, not less than the level of care standard in Respondent’s industry.
For purposes of this RFP, “IPC Data” means all data and information, including but not limited to (a) data regarding
IPC, its customers or vendors (other than Respondent) that is: (i) furnished, disclosed, or otherwise made directly or
indirectly available to Respondent or its subcontractors at all tiers by or on behalf of IPC under this RFP; or (ii)
collected or created by Respondent on behalf of IPC in the course of providing a proposal to IPC under this RFP; and
(b) all Critical Energy/Electric Infrastructure Information, as defined by the Code of Federal Regulations, Title 18,
Section 388.
The confidentiality obligations under this Section J will not apply to IPC confidential information that: (a) Is or
becomes publicly known or available other than by the Respondent’s act or fault or the Respondent’s breach of this
Section J; (b) Is rightly received by the Respondent from a third party who was authorized to disclose such
information and who is not subject to similar confidentiality obligations; (c) Is proven by written evidence to have
been independently developed by the Respondent; or (d) Is approved for disclosure by written authorization from
IPC. Additionally, IPC’s confidential information may be disclosed by Respondent pursuant to law or any
governmental or court order, provided that Respondent shall first give notice to IPC of such order and give IPC a
reasonable opportunity to obtain a satisfactory protective order.
Respondent agrees to limit disclosure of IPC’s confidential information to its officers, directors, employees, or
subcontractors of Respondent who need to know such information to assist Respondent in providing a proposal
hereunder (“Representatives”) and will notify anyone with access to IPC’s confidential information in writing that it
is confidential. Respondent will be responsible for any breach of this Section J by any of its Representatives.
Respondent’s obligations of nondisclosure and confidentiality shall continue for so long as IPC’s confidential
information remains confidential.
Respondent agrees not to make any public comments or disclosures, including statements made for advertising
purposes, regarding the RFP to the media or any other party without the prior written consent of IPC. In the event
Respondent receives any inquiries regarding the RFP from the media or any other Party, said inquiries shall be
forwarded to IPC.
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Respondent shall specifically designate and clearly label as “CONFIDENTIAL” any and all material(s) or portions
thereof that are provided to IPC pursuant to this RFP that Respondent deems to contain its own proprietary
information.
K. Accountability
Respondent whose proposal may be selected in response to this RFP acknowledges that it assumes full legal
responsibility for the accuracy, validity, and legality of the work provided in conformance with this RFP. Respondent
agrees to maintain sufficient resources to perform its obligations.
L. Small Business and Small Disadvantaged Business Program
IPC is committed to the implementation of a Small and Disadvantaged Business Program. It is the intent of IPC that
small business concerns and small businesses owned and controlled by socially and economically disadvantaged
individuals have the opportunity to participate in the performance of contracts awarded by IPC. Consequently, we
request that you indicate your eligibility as a small business based upon the regulations in Title 13, Code of Federal
Regulations, Part 121. (If in doubt, consult the Small Business Administration Office in your area).
Eligibility as a small disadvantaged business is first based on eligibility as a small business, as noted above. Second,
the business must be majority owned (51 percent or more) and controlled/managed by socially and economically
disadvantaged person(s). The Small Business Administration designated the following groups as “presumed socially
disadvantaged”: Black Americans, Hispanic Americans, Native Americans, and Asian‐Pacific Americans. Other
individuals may be found socially disadvantaged and eligible for the program on a case‐by‐case basis. If you have
any questions, please see 13 CFR 124.1‐124.1016 or contact your local Small Business Administration office.
M. Physical and Electronic Protection
IPC is required by federal law and regulations to protect access to its critical assets, both physical and electronic.
Certain portions of IPC’s premises may have restricted access and may require prior authorization or an IPC
designated escort to all access by IPC contractors.
In the event IPC moves forward with Respondent, IPC will require Respondent to comply with federal, state, or local
laws or regulations, and any applicable IPC policies, standards, and procedures related to physical security of IPC’s
premises prior to performing any work for IPC. These include, but are not limited to, any policies, standards and
procedures requiring drug screening, background checks, and social security verifications. Should Respondent
require access to IPC’s network, or unescorted access to IPC’s or its customer’s premises as part of the work under
a definitive contract, Respondent will not be able to perform any work for IPC until these criteria have been satisfied.
Respondent will also be required to sign and comply with all IPC forms related to the same.
N. Purchasing Restrictions/Prohibited Technology
Pursuant to Section 889 of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 and Federal
Acquisition Regulation (FAR) 52.204‐25 (Aug. 2020), a Respondent must be able to represent in its agreement with
IPC that the Respondent does not and/or will not supply or deliver to IPC any “covered telecommunications
equipment or services” as a substantial or essential component of any system or as or critical technology of any
system. As defined in FAR 52.204‐25(a), “covered telecommunications equipment or services” includes equipment,
systems, products, or services made by any of the following companies, or any subsidiary or affiliate thereof
(including companies with the same principal word in the name, e.g., Huawei or Hytera: Huawei Technologies
Company; ZTE Corporation; Hytera Communications Corporation; Hangzhou Hikvision Digital Technology Company;
or, Dahua Technology Company. “Covered telecommunications equipment or services” may include, but are not
limited to, video/monitoring surveillance equipment/services, public switching and transmission equipment, private
switches, cables, local area networks, modems, mobile phones, wireless devices, landline telephones, laptops,
Request for Proposal (RFP)
Dated: 12/09/2022 Page 4 of 4
desktop computers, answering machines, teleprinters, fax machines, and routers. “Covered telecommunications
equipment or services” do not include telecommunications equipment that cannot route or redirect user data traffic
or permit visibility into any user data or packets that the equipment transmits or handles.
To the extent that the systems, products, or services to be provided by Contractor under this agreement may be
procured by IPC in support of or to satisfy IPC’s obligations under agreements with a federal governmental entity,
Contractor further agrees that FAR 52.204‐25 (Aug. 2020), except for paragraph (b)(2) thereof, shall be incorporated
by reference into the agreement and is binding on Contractor, and that Contractor does not use any equipment,
system, or service that uses covered telecommunications equipment or services and will not supply any covered
telecommunications equipment or services to IPC. Contractor further agrees that, if it identifies covered
telecommunications equipment or services used as a substantial or essential component of any system or as critical
technology as part of any system during contract performance, or Contractor is notified of such by a subcontractor
at any tier or any other source, Contractor shall immediately notify IPC and reasonably cooperate with IPC’s requests
for information.
O. Entire RFP
This RFP and any Exhibits, Attachments, Questionnaires, and Addenda within the RFP event are incorporated herein
by this reference and represent the final expression of this RFP. Only information supplied by IPC in writing in the
event or by the reference made in the submittal of this RFP shall be used as the basis for the preparation of
responses.