House File 952 H-1294 Amend House File 952 as follows: 1 1. By striking everything after the enacting clause and 2 inserting: 3 < Section 1. NEW SECTION . 8A.311C State purchasing 4 contracts —— prohibited terms. 5 The provisions set forth in this section are void as a matter 6 of law as contrary to public policy if included in a contract 7 for the procurement of goods or services entered into by the 8 department or any other state agency pursuant to this part. 9 A state agency’s contract that includes any of the following 10 provisions shall be interpreted as if the contract did not 11 include the void provision: 12 1. A provision that requires the state or its agencies to 13 defend, indemnify, hold harmless another person, or otherwise 14 assume the debt or liability of another person in violation of 15 Article VII, section 1, of the Constitution of the State of 16 Iowa. 17 2. A provision that seeks to impose vendor terms that 18 are unknown at the time of signing the contract or can be 19 unilaterally changed by the vendor. 20 3. A provision that violates chapter 13 by not allowing 21 a state agency to participate in its own defense through 22 representation by the attorney general. 23 4. A provision that grants to any person other than the 24 attorney general the authority to convey to a court or litigant 25 the state’s consent to any settlement of a suit involving the 26 contract when such settlement could impose liability on the 27 state. 28 5. A provision that specifies that the contract is governed 29 by the laws of a foreign state or nation. 30 6. A provision that claims blanket confidentiality of the 31 contract’s terms. 32 7. A provision that claims that payment terms, including but 33 not limited to cost proposals or other pricing information, of 34 the contract are confidential. 35 -1- HF 952.1851 (1) 91 (amending this HF 952 to CONFORM to SF 297) sc/ns 1/ 4 #1.

8. A provision that authorizes or requires a venue for 1 litigation other than an appropriate state or federal court 2 sitting in Iowa. 3 9. A provision that requires a state agency to pay attorney 4 fees, court costs, or other litigation expenses in the event of 5 a contractual dispute. 6 10. A provision that imposes on the state or its agencies 7 binding arbitration or another binding extrajudicial dispute 8 resolution process in which the final resolution is not 9 determined by the state. 10 11. A provision that waives a state agency’s right to a jury 11 trial. 12 12. A provision that obligates a state agency to pay a late 13 payment charge not consistent with section 8A.514, interest 14 greater than allowed under section 8A.514 or other applicable 15 law, or any cancellation charge, as such charges constitute 16 pledges of the state’s credit. 17 13. A provision that obligates a state agency to pay a tax. 18 14. A provision that imposes a prior notice obligation on 19 a state agency as a condition for the automatic renewal of a 20 software license. A state agency may provide notice of its 21 intent to terminate a software license at any time before the 22 renewal date established in the contract. 23 15. A provision that obligates a state agency to accept risk 24 of loss before the receipt of items or goods. 25 16. A provision that obligates a state agency to have 26 commercial insurance. 27 17. A provision that obligates a state agency to grant a 28 contractor full or partial ownership of intellectual property 29 developed pursuant to a state agency contract when the 30 intellectual property is developed in whole or in part using 31 federal funding. 32 18. A provision that limits the time in which the state or 33 its agencies may bring a legal claim under the contract to a 34 period shorter than that provided by Iowa law. 35 -2- HF 952.1851 (1) 91 (amending this HF 952 to CONFORM to SF 297) sc/ns 2/ 4

19. A boilerplate provision included in a vendor’s 1 transactional documents, including but not limited to ordering 2 documents and quotations, that seeks to alter the terms of a 3 state agency’s contract or to impose new terms in the contract. 4 Sec. 2. NEW SECTION . 8A.311D State purchasing contracts —— 5 required terms. 6 All of the following provisions shall be deemed to be 7 included in a state agency vendor contract: 8 1. Governing law. The contract shall be governed by 9 the laws of the state of Iowa, without giving effect to any 10 conflict of laws principles of Iowa law that may require the 11 application of another jurisdiction’s law. 12 2. Venue. Any litigation commenced in connection with the 13 contract shall be brought and maintained in an appropriate 14 state or federal court sitting in Iowa. 15 Sec. 3. NEW SECTION . 8A.311E State purchasing contracts —— 16 waiver. 17 If the director determines that a necessary good or service 18 is impossible to procure due to a requirement of section 19 8A.311C or 8A.311D, the director may waive the requirement 20 to the extent necessary to obtain the good or service. A 21 state agency requesting a waiver shall, at a minimum, provide 22 sufficient evidence showing that the state will suffer an 23 interruption in business operations or other irreparable harm 24 if the state agency cannot procure the good or service, and 25 that the state agency has exhausted all reasonable steps to 26 prevent such harm, including attempting to procure substitute 27 goods or services. The director may require the submission of 28 additional evidence at the director’s discretion. A waiver 29 must be as narrow as possible to allow the procurement of the 30 necessary good or service. 31 Sec. 4. APPLICABILITY. This Act applies to contracts 32 entered into or renewed on or after the effective date of this 33 Act. > 34 2. Title page, by striking lines 1 through 3 and inserting 35 -3- HF 952.1851 (1) 91 (amending this HF 952 to CONFORM to SF 297) sc/ns 3/ 4