ATTACHMENT A

Commonwealth of Kentucky Request for Proposal (RFP) For Hunger Relief Initiative (Deer Processing)

RFP 660 2400000022

Release Date: August 9, 2023 CLOSING DATE AND TIME August 30, 2023, at 12:00pm ET

Issued by The Kentucky Department of Fish and Wildlife Resources

KY Department of Fish and Wildlife Resources Buyer:

Amy Akers Purchasing Agent

COMMONWEALTH OF KENTUCKY

THE KENTUCKY DEPARTMENT OF FISH AND WILDLIFE RESOURCES

Division of Administrative Services #1 Sportsman’s Lane Frankfort, KY 40601

(502) 892-4538 Amy.Akers@ky.gov

TABLE OF CONTENTS

Proposal Submission Checklist Section 1 – Summary Section 2 – Introduction Section 3 – Scope of Work Section 4 – Procurement Requirements and Instructions Section 5 – Proposal Submission Section 6 – Proposal Evaluation Section 7 – Negotiations Section 8 – Contract Requirements Section 9 – Standard Terms and Conditions Section 10 – Attachments

PROPOSAL SUBMISSION CHECKLIST

The vendor MUST include the following with the proposal submission.

If the items highlighted below are not submitted with the proposal submission, the Kentucky Department of Fish and Wildlife Resources MUST deem the proposal non-responsive and SHALL NOT consider for award.

All other items MUST be submitted prior to award.

SIGNED AND COMPLETED SOLICITATION

*PROPOSED TECHNICAL SOLUTION

*PROPOSED COST SOLUTION

TRANSMITTAL LETTER [see Section 5.7(A)]

All other items MUST be submitted prior to award; however, vendors are strongly encouraged to include with bid submission.

REVENUE FORM 10A100 KENTUCKY TAX REGISTRATION APPLICATION, IF APPLICABLE [see Section 5.7 (C)], CERTIFICATE OF AUTHORITY- REGISTRATION WITH SECRETARY OF STATE BY A FOREIGN ENTITY, IF APPLICABLE [see Section 5.7 (D)]

REQUIRED ANNUAL AFFIDAVIT AND OTHER AFFIDAVIT(S)

SECTION 1 – RFP SUMMARY

1.1 Estimated Schedule of RFP Activities

The following table presents the anticipated schedule for major activities associated with the RFP distribution, proposal submission, proposal evaluation process, and contract award. The Kentucky Department of Fish and Wildlife Resources (KDFWR) reserves the right at its sole discretion to change the Schedule of Activities, including the associated dates and times.

Anticipated Schedule of Activities Release of RFP

August 9, 2023

Written Questions due by 12:00 PM EDT

August 16, 2023

KDFWR’s Response to Vendors’ Written Questions and Deviations

August 18, 2023

Proposals due by 12:00pm EDT

August 30, 2023

1.2 Issuing Office

The Kentucky Department of Fish and Wildlife Resources is issuing this RFP. The KDFWR is the only office authorized to change, modify, amend, alter, or clarify the specifications, terms and conditions of this RFP.

A contract, based on this RFP, may or may not be awarded. Any contract award from this RFP is invalid until properly approved and executed by the KDFWR.

1.3 Agencies to Be Served

This contract shall be for use by the KENTUCK DEPARTMENT OF FISH AND WILDLIFE RESOURCE.

SECTION 2 - INTRODUCTION

2.1 Purpose

The purpose of this Request for Proposal (RFP) is to solicit proposals for competitive negotiations pursuant to 200 KAR 5:307 all applicable statutes and regulations.

To establish a contract overseeing the collection, processing, storage, and distribution of donated hunter-harvested deer.

SECTION 3 – SCOPE OF WORK

3.1 Scope of Work/Technical Requirements

To provide the Kentucky Department of Fish and Wildlife Resources a unique management tool for Kentucky's growing deer herd by facilitating the collection, processing, storage, and distribution of donated hunter-harvested deer. The contract will be in direct support of the statutory mandate provided in KRS 150.150(3) and KRS 150.015(2) and is in furtherance of the Kentucky Department of Fish and Wildlife Resources’ program to promote hunger relief through specific wildlife management and conservation efforts.

KDFWR will utilize federal funds to reimburse the offeror for 75% of every processed deer. The offeror will be responsible for remaining 25% of processing cost. The offeror will pay for 100% of up-front processing costs and will seek reimbursement for remaining 75% from KDFWR.

Mandatory Requirements

· Minimum of 15 years’ experience directly related to facilitation of the collection, processing, storage, and distribution of donated hunter-harvested deer.

· Shall be a 501c3 organization based in and operating throughout the state of Kentucky only.

· Partnership with a minimum of 40 Kentucky deer processors annually.

· Partnership with a minimum of 20 Kentucky food pantries or similar charities annually.

SECTION 4 – PROCUREMENT REQUIRMENTS AND INSTRUCTIONS

4.1 Procurement Requirements

Procurement requirements are listed under “Procurement Laws, Preference, Regulations and Policies” and “Response to Solicitation” located on the eProcurement Web page at https://finance.ky.gov/eProcurement/Pages/procurement-laws-regulations-and-policies.aspx and https://finance.ky.gov/eProcurement/Pages/doing-business-with-the-commonwealth.aspx respectively. The vendor must comply with all applicable statutes, regulations and policies related to this procurement.

4.2 Access to Solicitation, RFP, and Addenda

The KDFWR wants each prospective vendor to have full and complete information on which to base a proposal response. Only information presented or referred to in this RFP and any additional written information that is supplied by the KDFWR shall be used by vendors in preparing the response.

The solicitation, addenda, and attachments shall be posted to the Kentucky Vendor Self Service link at https://emars311.ky.gov/webapp/vssprdonline3111d/AltSelfService

It is not necessary to register to access the solicitation. Unregistered vendors can access solicitations by clicking on public access.

In the event of any conflict or variation between the solicitation or modification as issued by the KDFWR and the vendor’s response, the version as issued shall prevail.

4.3 RFP Terminology

For the purpose of this RFP, the following terms may be used interchangeably:

· Proposer, Offeror, Contractor, Provider, or Vendor

· KDFWR Buyer, Buyer, Purchaser, or Contract Officer

· RFP, Solicitation, or Procurement

· Bid, Proposal, or Offer

· Commonwealth of Kentucky, Commonwealth, or State, Agency, Kentucky Department of Fish and Wildlife Resources

· Fiscal Year will be defined as the Commonwealth fiscal year: July 1 through June 30

· Biennium will be defined as the Commonwealth biennium: July 1 of each even numbered year through June 30 of the next even numbered year

· Requirements that include the words “Shall”, “Will”, “Must” indicate a mandatory requirement

· Mandatory Requirement means a condition set out in the specifications or statement of work that must be met without exception.”

4.4 Restrictions on Communications

The KDFWR Buyer named on the Cover Sheet of this RFP shall be the sole point of contact throughout the procurement process. All communications, oral and written (regular, express, or electronic mail,), concerning this procurement shall be addressed to the Buyer.

For violation of this provision, the KDFWR shall reserve the right to disqualify the vendors’ proposal response.

4.5 Confidentiality of Contract Terms

The contractor and the KDFWR agree that all information communicated between them before the effective date of the contract shall be received in strict confidence and shall not be necessarily disclosed by the receiving party, its agents, or employees without prior written consent of the other party. Such material will be kept confidential subject to KDFWR and Federal public information disclosure laws.

Upon signing of the contract by all parties, terms of the contract become available to the public, pursuant to the provisions of the Kentucky Revised Statutes.

The contractor shall have an appropriate agreement with its subcontractors extending these confidentiality requirements to all subcontractors’ employees.

4.6 Written Questions Regarding this RFP

Vendors are encouraged to submit written questions pursuant to Section 1.1 of this RFP. Written questions shall be submitted to the KDFWR Buyer via email at amy.akers@ky.gov. No questions shall be accepted after the date(s) listed in Section 1.1 unless the question(s) is considered material to the procurement. The KDFWR shall respond to salient questions in writing by issuing an addendum to the solicitation. The addendum shall be posted to the Kentucky Vendor Self Service site.

4.7 Vendor Response and Proprietary Information

The RFP specifies the format, required information, and general content of proposals submitted in response to the RFP. The KDFWR will not disclose any portions of the proposals prior to Contract Award to anyone outside the KDFWR, for whose benefit the contract is proposed, representatives of the Federal Government, if required, and the members of the evaluation committees. After a contract is awarded in whole or in part, the KDFWR shall have the right to duplicate, use, or disclose all proposal data submitted by vendors in response to this RFP as a matter of public record. Although the KDFWR recognizes the vendor's possible interest in preserving selected data which may be part of a proposal, the KDFWR must treat such information as provided by the Kentucky Open Records Act, KRS 61.870 et sequitur.

Informational areas which normally might be considered proprietary shall be limited to individual personnel data, customer references, selected financial data, formulae, and financial audits which, if disclosed, would permit an unfair advantage to competitors. If a proposal contains information in these areas that a vendor declares proprietary in nature and not available for public disclosure, the vendor should declare in the Transmittal Letter [see Section 5.7 (A)] the inclusion of proprietary information and shall noticeably label as proprietary each file containing such information. Proprietary information shall be submitted separately and identified as “Proprietary Data”. Proposals containing information declared by the vendor to be proprietary, either in whole or in part, outside the areas listed above may be deemed non-responsive to the RFP and may be rejected.

4.8 Notification of Award of Contract

The procurement process will provide for the evaluation of proposals and selection of the successful proposal in accordance with State law and regulations. KRS Chapter 45A of the Kentucky Model Procurement Code provides the regulatory framework for the procurement of services by State agencies.

All applicable statutes, regulations, policies, and requirements shall become a part of an award as well as the Information Technology requirements.

For additional award information, vendors may email the Commonwealth Buyer.

4.9 Protest

Any actual or prospective Contractor, who is aggrieved in connection with the RFB or selection for award of a Contract, may file a protest with the KDFWR Division of Administrative Services. A protest or notice of other controversy must be filed promptly and in any event within two (2) calendar weeks after such aggrieved person knows or should have known of the facts giving rise thereto. A bidder is presumed to have knowledge of the award of contract on the date of the email from the KDFWR Division of Administrative Services advising that the contract has been awarded. Bidders who require additional information about the award of the bid or bid documents must contact Melissa Trent at melissa.trent@ky.gov or:

Division of Administrative Services, Purchasing Branch Kentucky Department of Fish and Wildlife Resources #1 Sportsman’s Lane Frankfort, KY 40601

Only a Hearing Officer appointed by the Attorney General’s Office, or designee, has authority to determine protests and other controversies of actual or prospective Contractors in connection with the RFB or selection for award of a Contract. The Hearing Officer, appointed by the Attorney General’s Office, will promptly issue a decision in writing. A copy of that decision will be mailed or otherwise furnished to the aggrieved party and shall state the reasons for the action taken. The decision by the Hearing Officer, appointed by the Attorney General’s Office, shall be final and conclusive.

4.10 Vendor Notification – Ineligible for Award

The KDFWR will not consider or evaluate any proposal submitted by a vendor when the vendor, the vendor’s employees, or agents, had any involvement, contribution or participation in the development, preparation or review of this RFP prior to its issuance. The vendors proposal will be deemed ineligible for award.

4.11 Past Vendor Performance

Past vendor performance may be considered in the award of this Contract. Vendors with a record of poor performance in the last twelve (12) months may be found non-responsible and ineligible for award.

SECTION 5 – PROPOSAL SUBMISSION

5.1 Disposition of Proposals

All proposals become the property of the Commonwealth of Kentucky. The successful proposal shall be incorporated into the resulting contract by reference. Disposal of unsuccessful proposals shall be at the discretion of the KDFWR Buyer.

5.2 Rules for Withdrawal of Proposals

Prior to the date specified for receipt of offers, a submitted proposal may be withdrawn by electronic or written notice by submitting a signed written request for its withdrawal to the KDFWR Buyer.

5.3 Commonwealth’s Right to Use Proposal Ideas

The KDFWR shall have the right to use all system ideas, or adaptations of those ideas, contained in any proposals received in response to the RFP. Selection or rejection of the proposal will not affect this right.

5.4 Submission of RFP Response

Each qualified offeror shall submit only one (1) proposal. Alternate proposals shall not be allowed. Failure to submit as specified shall result in a non-responsive proposal.

Acknowledgment of Addenda It is the vendor's responsibility to check the web site for any modifications to this solicitation.

Failure to specifically acknowledge addenda with submission will not excuse the vendor from adhering to all changes to the requirements of the solicitation set forth therein nor provide justification for any pricing changes.

5.5 Electronic Proposal Submission

Proposals shall be received by electronic submission in the eProcurement System.

An electronic proposal shall be authorized by the proper agent of the firm by the act of submitting it electronically through the eProcurement system.

Proposal information MUST be completed online. Response must contain all required information for the Solicitation. All bidders MUST be registered in the Commonwealth eProcurement System via the Vendor Self Service System at https://vss.ky.gov

Allow 24 – 48 hours to complete Vendor Registration. Vendors must be logged in to their Vendor Self Service (VSS) account in order to submit a response. Registrations completed the day of bid closing must be completed by the Vendor in the VSS portal. The Customer Resource Center is not able to complete registrations and activate accounts on the same day. Closing dates will not be extended for Vendors not registered by the date/time of the bid closing. Vendor Self Service Registration Guides are provided at https://vss.ky.gov

All bidders are cautioned to begin their electronic submission in sufficient time to complete before the closing date and time. Delays due to technical difficulties or document upload impediments shall not be justification for acceptance of a late bid or proposal. Vendor attention to this advisory is encouraged. If you need assistance, please contact the Customer Resource Center (CRC) by email at Finance.CRCGroup@ky.gov or phone 502-564-9641 or toll-free 877-973-HELP (4357).

Proposals shall be submitted in three (3) parts: The Technical Proposal, the Cost Proposal, and Proprietary Information. Each part shall consist of one document attachment. Do not submit multiple document attachments as Technical, Cost or Proprietary. All files shall be labeled accordingly. Attachments may not exceed 65,000 KB.

Proposals submitted online must be in an “Accepted” status and shall be assigned a date and time stamp from the eProcurement system at the time of final acceptance and formal submission by the vendor. The system will not allow submission of an online proposal after the published date and time for closing.

A proposal may be modified or withdrawn by electronic or written notice ONLY if received prior to the bid closing date and time. An electronic offer may be modified by applying the appropriate electronic signature and following the procedure in the state’s eProcurement signature.

5.6 Format of Response

A. Proposals shall be submitted in three (3) parts: the Technical Proposal, the Cost Proposal, and Proprietary Information. Each part shall consist of one document. Do not submit multiple documents as Technical, Cost or Proprietary.

1. Proposals must be submitted electronically in the eProcurement System: See Attachment D How to Respond to an Online Bid through the Kentucky Vendor Self Service site.

a. The Technical Proposal shall be submitted on one (1) document marked Technical (in Microsoft Word, Microsoft Excel or PDF format ONLY). Do not include embedded documents, hyperlinks or hyperlinks to videos. The document should be named in the following manner: Technical – Name of offeror RFP 660 2400000022

b. The Cost Proposal shall be submitted on one (1) document marked Cost (in Microsoft Word, Microsoft Excel or PDF format ONLY). Do not include embedded documents, hyperlinks or hyperlinks to videos. The document should be named in the following manner: Cost – Name of offeror RFP 660 2400000022

c. Any Proprietary Information shall be submitted on one (1) document marked Proprietary (in Microsoft Word, Microsoft Excel or PDF format ONLY). Do not include embedded documents, hyperlinks or hyperlinks to videos. The document should be named in the following manner: Proprietary – Name of offeror RFP 660 2400000022

Pricing shall only be provided in the Cost Proposal. DO NOT SUBMIT ANY PRICING INFORMATION IN THE TECHNICAL PROPOSAL.

All submitted Technical and Cost Proposals shall remain valid for a minimum of six (6) months after the proposal due date.

5.7 Technical Proposal Content

A. Transmittal Letter The transmittal letter shall be on the vendor’s letterhead and signed by an agent authorized to bind the vendor. The transmittal letter shall include the following:

i. A statement that deviations are included, if applicable. Proposed deviations must be outlined in the transmittal letter. Any deviation from the provisions of the solicitation must be specifically identified by the vendor in its proposal, which if successful, shall become part of the contract. Such deviations shall not be in conflict with the basic nature of this solicitation. The KDFWR reserves the right to reject any and/or all deviations in whole or in part.

ii. A statement that, if awarded a contract as a result of this solicitation, the vendor shall comply in full with all requirements of the Kentucky Civil Rights Act, and shall submit all data required by KRS 45.560 to 45.640;

iii. A statement pursuant to KRS 11A.040 that the vendor has not knowingly violated any provisions of the Executive Branch Code of Ethics;

iv. A statement of that the vendor is in compliance with Prohibitions of Certain Conflicts of Interest;

v. A statement of certification in accordance with Federal Acquisition Regulation 52.209-5, Certification Regarding Debarment, Suspension, and Proposed Debarment that to the best of its knowledge and belief, the vendor and/or its principals is (are) not presently debarred, suspended, proposed for debarment, or declared ineligible for the award of contracts by any State or Federal agency.

vi. The name, address, telephone number, and email address of the contact person for this RFP. The address shall be one in which the major overnight delivery services will deliver.

vii. The name, address, telephone number, and email address of the contact person to serve as a point of contact for day-to-day operations.

viii. Subcontractor information to include name of company, address, telephone number and contact name, if applicable.

ix. Federal Tax ID

x. A statement that the vendor agrees to comply with items included in the Mandatory Checklist, if applicable.

B. Disclosure of Violation of Statutes Pursuant to KRS 45A.485, contractors are required to reveal final determinations of violation of certain statutes incurred within the last five (5) years and be in continuous compliance with those statutes during the contract. Where applicable, the vendor is required to complete and submit Report of Prior Violations of Tax and Employment Laws.

C. Kentucky Tax Registration Application Revenue Form 10A100, Kentucky Tax Registration Application effective July 2008, is a form to be completed by any person or entity wishing to contract with the Commonwealth to provide goods or services subject to sales and use tax pursuant to KRS 139.200.

https://finance.ky.gov/eProcurement/Pages/doing-business-with-the-commonwealth.aspx

In accordance with administrative regulation 200 KAR 5:390, this form must be completed and submitted, before a contract can be awarded. Section 2 of the regulation also notes: “Failure to submit the required documentation or to remain registered and in compliance with the sales and use tax filing and remittance requirements of KRS 139.540 and KRS 139.550 throughout the duration of the contract shall constitute a material breach of the contract and the contract may be terminated.

D. Registration with the Secretary of State by a Foreign Entity Pursuant to KRS 45A.480(1)(b), an agency, department, office, or political subdivision of the Commonwealth of Kentucky shall not award a state contract to a person that is a foreign entity required by KRS 14A.9-010:

to obtain a certificate of authority to transact business in the Commonwealth (“certificate”) from the Secretary of State under KRS 14A.9-030: https://apps.legislature.ky.gov/law/statutes/statute.aspx?id=40424 therefore, foreign entities should submit a copy of their certificate with their solicitation response. If the foreign entity is not required to obtain a certificate as provided in KRS 14A.9-010: https://apps.legislature.ky.gov/law/statutes/statute.aspx?id=44318, the foreign entity should identify the applicable exception in its solicitation response. Foreign entity is defined within KRS 14A.1-070:

https://apps.legislature.ky.gov/law/statutes/statute.aspx?id=50474

Businesses can register with the Secretary of State at:.

https://www.sos.ky.gov/bus/business-filings/Pages/default.aspx

E. Required Annual Affidavit and Other Affidavit(s)

F. Proposed Solution (see Section 5.8)

5.8 Proposed Solution Content

Response should be based on the RFP requirements and should include the following:

A. Executive Summary

The purpose of the Executive Summary is to provide a high-level description of the vendor’s ability and proposed approach to meet the requirements of the RFP.

B. Qualifications

1. State if the organization is a 501c3 organization based in and operating throughout the state of Kentucky.

2. List the number of Kentucky deer processors the organization partners with annually.

3. List the number of Kentucky food pantries or similar charities the organization partners with annually.

C. Experience

1. List the number of years’ experience directly related to facilitation of the collection, processing, storage, and distribution of donated hunter-harvested deer.

DO NOT INCLUDE ANY COST IN THE TECHNICAL RESPONSE. COST SHOULD BE SUBMITTED SEPARATELY

5.9 Cost Proposal Content

The vendor should provide its costs for the proposed solution as instructed on the Cost Proposal Form. (See Attachment B).

The Commonwealth of Kentucky is Tax Exempt. Do not include Federal Excise Tax, Kentucky Sales or Use Tax in proposed costs.

Costs for developing the proposals are solely the responsibility of the offerors. The KDFWR shall not provide any reimbursements for such costs.

A proposal shall not be considered for award if the price in the proposal was not arrived at independently without collusion, consultation, communication, or agreement as to any matter relating to such prices with any other offeror or with any competitor. In addition, the offeror is prohibited from making multiple proposals in a different form.

Should conflict of interest be detected any time during the contract, the contract shall be null, and void and the contractor shall assume all costs of this project until such time that a new contractor is selected.

SECTION 6 – PROPOSAL EVALUATION

6.1 Proposal Evaluation

The KDFWR shall conduct a comprehensive, fair, and impartial evaluation of all proposals. The KDFWR may reject any proposal that is incomplete or in which there are significant inconsistencies or inaccuracies. The KDFWR reserves the right to reject all proposals.

The KDFWR has established a Proposal Evaluation Committee to review, evaluate and verify information submitted by the offeror.

Each vendor is responsible for submitting all relevant, factual and correct information with their offer to enable the evaluator(s) to afford each vendor the maximum score based on the available data submitted by the vendor.

The KDFWR shall evaluate the proposals by assigning scores as indicated.

6.2 Technical Proposal Evaluation

6.3 Cost Proposal Evaluation

The scoring of bids/proposals is subject to the reciprocal preference for Kentucky resident bidders and preferences for a Qualified Bidder or the Department of Corrections, Division of Prison Industries (See KRS 45A.490(1), (2), 45A.492, 45A.494 and KAR 200 5:410).

6.4 Best and Final Offer (BAFO)

In accordance with FWP 111-57-00 (3) (h), the KDFWR reserves the right to request Best and Final Offers (BAFO).

6.5 Total Proposal Evaluation

SECTION 7 - NEGOTIATIONS

The KDFWR reserves the right pursuant to KRS 45A.085 to negotiate a contract with the top-ranked vendor. In the event the KDFWR cannot reach agreement with the top-ranked vendor, it may proceed to negotiate with the next highest ranked vendor, and so on. It is the KDFWR intent to award a contract to the vendor with whom successful negotiations are completed.

Terms and conditions that may be negotiated at the sole discretion of the KDFWR include but are not limit to issues related to the Technical and/or Cost Proposals.

SECTION 8 – CONTRACT REQUIREMENTS AND PROVISIONS

8.1 Agencies to Be Served

This contract shall be for use by the KENTUCKY DEPARTMENT OF FISH AND WILDLIFE RESOURCES. No shipments shall be made except upon receipt by vendor of an official delivery order from the using agency.

8.2 Term of Contract and Renewal Options

The initial term of the contract is anticipated to be from October 1, 2023, through June 30, 2024.

This contract may be renewed at the completion of the initial contract period for two (2) additional two (2) year periods upon the mutual agreement of the Parties. Such mutual agreement shall take the form of a contract modification as described in Section 9.7 of this RFP.

At the end of the contract, the vendor shall provide all agency data in a form that can be converted to any subsequent system of the agency’s choice. The vendor shall cooperate to this end with the vendor of the agency’s choice, in a timely and efficient manner.

The KDFWR reserves the right not to exercise any or all renewal options. The KDFWR reserves the right to extend the contract for a period less than the length of the above-referenced renewal period if such an extension is determined by the KDFWR Buyer to be in the best interest of the KDFWR.

The KDFWR reserves the right to renegotiate any terms and/or conditions as may be necessary to meet requirements for the extended period. In the event proposed revisions cannot be agreed upon, either party shall have the right to withdraw without prejudice from either exercising the option or continuing the contract in an extended period.

8.3 Basis of Price Revisions

PRICE ADJUSTMENTS: Unless otherwise specified, the prices established by the contract resulting from this solicitation shall remain firm for the contract period subject to the following:

A. Price Increases: A price increase shall not occur during the first twelve (12) months of the contract. A vendor may request a price increase after twelve (12) months of the contract, which may be granted or denied by the KDFWR. Any such price increase shall be based on industry wide price changes. The contract holder must request in writing a price increase at least thirty (30) days prior to the effective date and shall provide firm proof that the price increase(s) is justified. The KDFWR may request additional information or justification. If the price increase is denied, the contract holder may withdraw from the contract without prejudice upon written notice and approval by the KDFWR. Provided, however, that the vendor must continue service, at the contract prices, until a new contract can be established (usually within sixty (60) days).

B. Price Decreases: The contract price shall be reduced to reflect any industry wide price decreases. The contract holder is required to furnish the KDFWR with notice of any price decreases as soon as such decreases are available.

C. Extended Contract Periods: If the contract provides for an optional renewal period, a price adjustment may be granted at the time the contract is renewed, subject to price increase justification as required in Paragraph A “Price Increases” as stated above.

8.4 Notices

After the award of contract, all programmatic communications with regard to day-to-day performance under the contract are to be made to the agency technical contact(s) identified during the negotiation phase of this procurement. After the award of contract, all communications of a contractual or legal nature are to be made to the KDFWR Buyer.

8.5 Subcontractors

The contractor is permitted to make subcontract(s) with any other party for furnishing any of the work or services herein. The contractor shall be solely responsible for performance of the entire contract whether or not subcontractors are used. The KDFWR shall not be involved in the relationship between the prime contractor and the subcontractor. Any issues that arise as a result of this relationship shall be resolved by the prime contractor. All references to the contractor shall be construed to encompass both the contractor and any subcontractors of the contractor.

SECTION 9 – STANDARD TERMS AND CONDITIONS

9.1 Contract Components and Order of Precedence

The KDFWR’s acceptance of the contractor’s offer in response to the solicitation, indicated by the issuance of a contract award by the KDFWR’s, shall create a valid contract between the Parties consisting of the following:

1. Procurement Statutes, Regulations and Policies

1. Any written Agreement between the Parties;

1. Any Addenda to the Solicitation;

1. The Solicitation and all attachments

1. Any Best and Final Offer;

1. Any clarifications concerning the Contractor’s proposal in response to the Solicitation;

1. The Contractor’s proposal in response to the Solicitation.

In the event of any conflict between or among the provisions contained in the contract, the order of precedence shall be as enumerated above.

9.2 Final Agreement

The contract represents the entire agreement between the parties with respect to the subject matter hereof. Prior negotiations, representations, or agreements, either written or oral, between the parties hereto relating to the subject matter hereof shall be of no effect upon this contract.

9.3 Contract Provisions

If any provision of this contract (including items incorporated by reference) is declared or found to be illegal, unenforceable, or void, then both the KDFWR and the contractor shall be relieved of all obligations arising under such provision. If the remainder of this contract is capable of performance, it shall not be affected by such declaration or finding and shall be fully performed.

9.4 Type of Contract

The contract shall be on the basis of a firm fixed unit price for the elements listed in this solicitation. This solicitation is specifically not intended to solicit proposals for contracts on the basis of cost-plus, open-ended rate schedule, nor any non-fixed price arrangement.

9.5 Contract Usage

As a result of this RFP, the contractual agreement with the selected vendor will in no way obligate the KDFWR to purchase any services or equipment under this contract. The KDFWR agrees, in entering into any contract, to purchase only such services in such quantities as necessary to meet the actual requirements as determined by the KDFWR.

9.6 Addition or Deletion of Items or Services

The KDFWR reserves the right to add new and similar items, by issuing a contract modification, to this contract with the consent of the vendor. Until such time as the vendor receives a modification, the vendor shall not accept delivery orders from any agency referencing such items or services.

9.7 Changes and Modifications to the Contract

Pursuant to KRS 45A.210 (1) and 200 KAR 5:311, no modification or change of any provision in the contract shall be made, or construed to have been made, unless such modification is mutually agreed to in writing by the contractor and the KDFWR, and incorporated as a written amendment to the contract and processed and approved through the Kentucky Department of Fish and Wildlife Resources, Division of Administrative Services prior to the effective date of such modification or change pursuant to KRS 45A.210(1) and 200 KAR 5:311. Memorandum of understanding, written clarification, and/or correspondence shall not be construed as amendments to the contract.

If the contractor finds at any time that existing conditions made modification of the contract necessary, it shall promptly report such matters to the KDFWR Buyer for consideration and decision.

9.8 Changes in Scope

The KDFWR may, at any time by written order, make changes within the general scope of the contract. No changes in scope are to be conducted except at the approval of the KDFWR.

9.9 Contract Conformance

If the KDFWR Buyer determines that deliverables due under the contract are not in conformance with the terms and conditions of the contract and the mutually agreed-upon project plan, the Buyer may request the contractor to deliver assurances in the form of additional contractor resources and to demonstrate that other major schedules will not be affected. The KDFWR shall determine the quantity and quality of such additional resources and failure to comply may constitute default by the contractor.

9.10 Assignment

The contract shall not be assigned in whole or in part without the prior written consent of the KDFWR Buyer.

9.11 Payment

The KDFWR will make payment within thirty (30) working days of receipt of contractor's invoice or of acceptance of goods and/or services in accordance with KRS 45.453 and KRS 45.454.

Payments are predicated upon successful completion and acceptance of the described work, services, supplies, or commodities, and delivery of the required documentation. Invoices for payment shall be submitted to the agency contact person or his representative.

9.12 Contractor Cooperation in Related Efforts

The KDFWR may undertake or award other contracts for additional or related work, services, supplies, or commodities, and the contractor shall fully cooperate with such other contractors and KDFWR employees. The contractor shall not commit or permit any act that will interfere with the performance of work by any other contractor or by KDFWR employees.

9.13 Contractor Affiliation

"Affiliate" shall mean a branch, division or subsidiary that is effectively controlled by another party. If any affiliate of the contractor shall take any action that, if done by the contractor, would constitute a breach of this agreement, the same shall be deemed a breach by such party with like legal effect.

9.14 KDFWR Property

The contractor shall be responsible for the proper custody and care of any KDFWR-owned property furnished for contractor's use in connections with the performance of this contract. The contractor shall reimburse the KDFWR for its loss or damage, normal wear and tear excepted.

9.15 Confidential Information

The contractor shall comply with the provisions of the Privacy Act of 1974 and instruct its employees to use the same degree of care as it uses with its own data to keep confidential information concerning client data, the business of the KDFWR, its financial affairs, its relations with its citizens and its employees, as well as any other information which may be specifically classified as confidential by the KDFWR in writing to the contractor. All Federal and State Regulations and Statutes related to confidentiality shall be applicable to the contractor. The contractor shall have an appropriate agreement with its employees, and any subcontractor employees, to that effect, provided however, that the foregoing will not apply to:

A. Information which the KDFWR has released in writing from being maintained in confidence;

B. Information which at the time of disclosure is in the public domain by having been printed and published and available to the public in libraries or other public places where such data is usually collected; or C. Information, which, after disclosure, becomes part of the public domain as defined above, thorough no act of the contractor.

9.16 Advertising Award

The contractor shall not refer to the award of contract in commercial advertising in such a manner as to state or imply that the firm or its services are endorsed or preferred by the KDFWR without the expressed written consent of the buyer. (see Section 8.4)

9.17 Patent or Copyright Infringement

The contractor shall report to the KDFWR promptly and in reasonable written detail, each notice of claim of patent or copyright infringement based on the performance of this contract of which the contractor has knowledge.

The KDFWR agrees to notify the contractor promptly, in writing, of any such claim, suit or proceeding, and at the contractor's expense give the contractor proper and full information needed to settle and/or defend any such claim, suit or proceeding.

If, in the contractor's opinion, the equipment, materials, or information mentioned in the paragraphs above is likely to or does become the subject of a claim or infringement of a United States patent or copyright, then without diminishing the contractor's obligation to satisfy any final award, the contractor may, with the KDFWR’s written consent, substitute other equally suitable equipment, materials, and information, or at the contractor's options and expense, obtain the right for the KDFWR to continue the use of such equipment, materials, and information.

The KDFWR agrees that the contractor has the right to defend, or at its option, to settle and the contractor agrees to defend at its own expense, or at its option to settle, any claim, suit or proceeding brought against the KDFWR on the issue of infringement of any United States patent or copyright or any product, or any part thereof, supplied by the contractor to the KDFWR under this agreement. The contractor agrees to pay any final judgment entered against the KDFWR on such issue in any suit or proceeding defended by the contractor.

If principles of governmental or public law are involved, the KDFWR may participate in the defense of any such action, but no costs or expenses shall be incurred for the account of the contractor without the contractor's written consent. The contractor shall have no liability for any infringement based upon:

A. the combination of such product or part with any other product or part not furnished to the KDFWR by the contractor B. the modification of such product or part unless such modification was made by the contractor C. the use of such product or part in a manner for which it was not designed

9.18 Permits, Licenses, Taxes and Commonwealth Registration

The contractor shall procure all necessary permits and licenses and abide by all applicable laws, regulations, and ordinances of all Federal, State, and local governments in which work under this contract is performed.

The contractor shall maintain certification of authority to conduct business in the Commonwealth of Kentucky during the term of this contract. Such registration is obtained from the Secretary of State, who will also provide the certification thereof. However, the contractor need not be registered as a prerequisite for responding to the RFP. Additional local registration or license may be required.

The contractor shall pay any sales, use, and personal property taxes arising out of this contract and the transaction contemplated hereby. Any other taxes levied upon this contract, the transaction, or the equipment or services delivered pursuant hereto shall be borne by the contractor.

9.19 EEO Requirements

The Equal Employment Opportunity Act of 1978 applies to All State government projects with an estimated value exceeding $500,000. The contractor shall comply with all terms and conditions of the Act.

https://finance.ky.gov/eProcurement/Pages/doing-business-with-the-commonwealth.aspx

9.20 Provisions for Termination of the Contract

Any contract resulting from this solicitation shall be subject to the termination provisions set forth in 200 KAR 5:312.

9.21 Bankruptcy

In the event the contractor becomes the subject debtor in a case pending under the Federal Bankruptcy Code, the KDFWR’s right to terminate this contract may be subject to the rights of a trustee in bankruptcy to assume or assign this contract. The trustee shall not have the right to assume or assign this contract unless the trustee (a) promptly cures all defaults under this contract; (b) promptly compensates the KDFWR for the monetary damages incurred as a result of such default, and (c) provides adequate assurance of future performance, as determined by the KDFWR.

9.22 Conformance with Commonwealth & Federal Laws/Regulations This contract shall be governed by and construed in accordance with the laws of the Commonwealth of Kentucky. Any action brought against the KDFWR on the contract, including but not limited to actions either for breach of contract or for enforcement of the contract, shall be brought in Franklin Circuit Court, Franklin County, Kentucky in accordance with KRS 45A.245.

9.23 Accessibility

Vendor hereby warrants that the products or services to be provided under this contract comply with the accessibility requirements of Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. § 794d), and its implementing regulations set forth at Title 36, Code of Federal Regulations, part 1194. Vendor further warrants that the products or services to be provided under this contract comply with existing federal standards established under Section 255 of the Federal Telecommunications Act of 1996 (47 U.S.C. § 255), and its implementing regulations set forth at Title 36, Code of Federal Regulations, part 1193, to the extent the vendor's products or services may be covered by that act. Vendor agrees to promptly respond to and resolve any complaint regarding accessibility of its products or services which is brought to its attention.

9.24 Access to Records

The state agency certifies that it is in compliance with the provisions of KRS 45A.695, "Access to contractor's books, documents, papers, records, or other evidence directly pertinent to the contract." The Contractor, as defined in KRS 45A.030, agrees that the contracting agency, the Finance and Administration Cabinet, the Auditor of Public Accounts, and the Legislative Research Commission, or their duly authorized representatives, shall have access to any books, documents, papers, records, or other evidence, which are directly pertinent to this agreement for the purpose of financial audit or program review. The Contractor also recognizes that any books, documents, papers, records, or other evidence, received during a financial audit or program review shall be subject to the Kentucky Open Records Act, KRS 61.870 to 61.884. Records and other prequalification information confidentially disclosed as part of the bid process shall not be deemed as directly pertinent to the agreement and shall be exempt from disclosure as provided in KRS 61.878(1)(c).

9.25 Prohibitions of Certain Conflicts of Interest

In accordance with KRS 45A.340, the contractor represents and warrants, and the KDFWR relies upon such representation and warranty, that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of its services. The contractor further represents and warrants that in the performance of the contract, no person, including any subcontractor, having any such interest shall be employed.

In accordance with KRS 45A.340 and KRS 11A.040 (4), the contractor agrees that it shall not knowingly allow any official or employee of the KDFWR who exercises any function or responsibility in the review or approval of the undertaking or carrying out of this contract to voluntarily acquire any ownership interest, direct or indirect, in the contract prior to the completion of the contract.

9.26 No Contingent Fees

No person or selling agency shall be employed or retained or given anything of monetary value to solicit or secure this contract, excepting bona fide employees of the offeror or bona fide established commercial or selling agencies maintained by the offeror for the purpose of securing business. For breach or violation of this provision, the KDFWR shall have the right to reject the proposal or cancel the contract without liability.

9.27 Contract Claims

The Parties acknowledge that KRS 45A.225 to 45A.290 governs contract claims.

9.28 Limitation of Liability

The liability of the KDFWR related to contractual damages is set forth in KRS 45A.245.

9.29 Discrimination

Discrimination (because of race, religion, color, national origin, sex, sexual orientation, gender identity, age, or disability) is prohibited. This section applies only to contracts utilizing federal funds, in whole or in part. During the performance of this contract, the contractor agrees as follows:

1. The contractor will not discriminate against any employee or applicant for employment because of race, religion, color, national origin, sex, sexual orientation, gender identity, or age. The contractor further agrees to comply with the provisions of the Americans with Disabilities Act (ADA), Public Law 101-336, and applicable federal regulations relating thereto prohibiting discrimination against otherwise qualified disabled individuals under any program or activity. The contractor agrees to provide, upon request, needed reasonable accommodations. The contractor will take affirmative action to ensure that applicants are employed and that employees are treated during employment without regard to their race, religion, color, national origin, sex, sexual orientation, gender identity, age or disability. Such action shall include, but not be limited to the following; employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensations; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this non-discrimination clause.

2. The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, religion, color, national origin, sex, sexual orientation, gender identity, age or disability.

3. The contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice advising the said labor union or workers' representative of the contractor's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. The contractor will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance.

4. The contractor will comply with all provisions of Executive Order No. 11246 of September 24, 1965 as amended, and of the rules, regulations and relevant orders of the Secretary of Labor.

5. The contractor will furnish all information and reports required by Executive Order No. 11246 of September 24, 1965, as amended, and by the rules, regulations and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations and orders.

6. In the event of the contractor's noncompliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations or orders, this contract may be cancelled, terminated or suspended in whole or in part and the contractor may be declared ineligible for further government contracts or federally-assisted construction contracts in accordance with procedures authorized in Executive Order No. 11246 of September 24, 1965, as amended, and such other sanctions may be imposed and remedies invoked as provided in or as otherwise provided by law.

7. The contractor will include the provisions of paragraphs (1) through (7) of section 202 of Executive Order 11246 in every subcontract or purchase order unless exempted by rules, regulations or orders of the Secretary of Labor, issued pursuant to section…