DMHSFS27001.pdf

State of Missouri

Department of Mental Health

Single Feasible Source (SFS) for Trauma Informed Support (TIS) eLearn Course

SOLICITATION/OPPORTUNITY (OPP) NO.: SFS DMH 0000000029SL

SOLICITATION ISSUED ON BEHALF OF: Department of Mental Health

ISSUE DATE: July 22, 2026

CONTRACT PERIOD: August 1, 2026 – July 31, 2027

CONTRACT NO.: DMHSFS27001

REQUESTED RESPONSE DATE: July 27, 2026 Response may be submitted by e-mail, mail, courier, or hand delivered.

SFS CONTACT INFORMATION:

BUYER: Colton Harris

PHONE NO.: (573) 526-5751

EMAIL: Colton.Harris@dmh.mo.gov

DELIVER SUPPLIES/SERVICES FREE ON BOARD (FOB) DESTINATION TO THE FOLLOWING ADDRESS:

Missouri Department of Mental Health

1706 East Elm Jefferson City, MO 65102

Supplier’s Organization Name:

Health Risk Screening Inc

MissouriBUYS System ID: MB00090563

Point of Contact:

Phone Number: Email Address:

Mailing Address:

City/State/Zip:

Supplier Tax Filing Type with IRS (check one):

☐ Corporation ☐ Individual ☐ State/Local Government ☐ Partnership

☐ Sole Proprietor ☐IRS Tax-Exempt

I am authorized to submit a response to the State of Missouri in response to the SFS on behalf of my organization, to provide the products and/or services at the prices submitted. The information provided as my organization’s response is true and accurate. The Supplier agrees that when a Notice of Award is signed and issued by an authorized official of the State of Missouri, a binding contract shall exist between the Supplier and the State of Missouri, as defined in section 4.1. By signing below, the Supplier hereby declares understanding, agreement and certification of compliance to provide the items and/or services, at the prices quoted, in accordance with all terms and conditions, requirements, and specifications of the SFS.

Authorized Signature for the Contractor

Date

Printed Name

Title

Authorized Signature for the Department of Mental Health Date

ATTENTION

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1) After reviewing the Single Feasible Source (SFS), the Supplier must complete and return the cover page above and all necessary exhibits.

2) Due to lead times for obtaining the information needed to complete the various Business Compliance Exhibits herein as explained in the SFS’s Supplier Response Exhibits, the Supplier are encouraged to IMMEDIATELY begin securing these verifications.

3) The Supplier must be registered in MissouriBUYS in an “Approved” registration status in MissouriBUYS to be considered for a contract award. Reference Section 5.

SFS Organization

SF

S

Se ct io n s

Section 1 Introduction and Background Information Section

Section 2 Scope of Work Section

Section 3 Terms and Conditions Section

Section 4 General Contractual Requirements Section

Section 5 Supplier Submission and Award Information Section

SF

S

Su p p li er R es p o n se

E xh ib it s (R e tu rn t h e se e x h ib it s w it h t h e r e sp o n se

BUSINESS COMPLIANCE EXHIBITS

Exhibit 1 Business Entity Certification, Enrollment Documentation, and Affidavit of Work Authorization

Exhibit 2 Federal Debarment Certification

Exhibit 3 Anti-Discrimination Against Israel Act Certification

Exhibit 4 State of Missouri Tax Compliance

Exhibit 5 Registration of Business Name with the Missouri Secretary of State

SF

S

A tt ac h m en ts

Attachments (Separate Documents) (Do not return these documents with response)

Attachment A Pricing Page

Attachment C Response Submittal Checklist

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1) INTRODUCTION AND BACKGROUND INFORMATION SECTION

1.1 Introduction

1.1.1 Purpose: This document constitutes a request from the Department of Mental Health (DMH), to enter into a single feasible source (SFS) contract for the provision of Trauma Informed Support (TIS) eLearn Course set forth herein for the Department of Mental Health (hereinafter referred to as “the Department”) in accordance with the requirements, provisions, and pricing specified herein.

a) The contract shall serve the purpose of establishing the maximum pricing and the minimum requirements, terms and conditions that shall govern subsequent purchase transactions made by the Department under the contract.

1.1.2 Titles: Titles of paragraphs used herein are for the purpose of facilitating reference only and shall not be construed to infer a contractual construction of language.

1.2 Single Feasible Source Authority: Section 34.044, RSMo, allows the purchase of products or services as a single feasible source when one of the following three circumstances exists: 1) Supplies are proprietary and only available from the manufacturer or a single distributor; or 2) Based on past procurement experience, it is determined that only one distributor services the region in which the supplies are needed; or 3) Supplies are available at a discount from a single distributor for a limited period of time.

1.2.1 Pursuant to section 34.044, RSMo, allowing Single Feasible Source, the State of Missouri desires to establish a contract with the Supplier to acquire the above referenced services pursuant to the pricing and requirements, terms and conditions included herein.

1.2.2 Due to the single feasible source determination for this procurement, the Contractor shall not use a sub-contractor in the provision of products and/or services specified herein without the written approval of the Department.

1.3 General Instructions and Requirements

1.3.1 The Supplier must complete and sign the first page of this document, thereby agreeing to provide the referenced products and/or services under the requirements, terms and conditions provided herein. The Contractor’s signature is required to confirm the offer to contract for the products and/or services described herein and to confirm agreement that upon receipt of a Notice of Award signed by an authorized official from the Department, a binding procurement contract shall exist between the Supplier and the State of Missouri. Invoices for products and/or services provided for the Department must be submitted to the address shown on Page 1.

1.3.2 The Department reserves the right to clarify any portion of your response as may be deemed necessary, appropriate, and in the best interest of the State of Missouri prior to finalizing a contract.

1.4 Current and/or Previous Contract Information

1.4.1 The Missouri Department of Mental Health (DMH) aims to promote trauma informed care in service delivery. The Department seeks an on-demand Trauma Informed Support training module that takes into account the unique trauma experiences of individuals with intellectual and developmental disabilities, developed by trusted, nation experts in this area and build upon previous efforts the Department has made to expand trauma services.

1.4.2 IntellectAbility has partnered with Kayrn Harvey, PhD, internationally known expert in TIS for individuals with IDD, to develop a 5-module comprehensive course. The on-demand Trauma Informed Support training will educate DD providers on unique sources of trauma with IDD, Trauma-based responses and the biological basis, symptoms and manifestations of PTSD in the IDD population, key ingredients for healing from trauma for people with IDD and positive practices for Direct Support Professionals working with the IDD population.

1.4.1 A current contract nor a previous contract exists for the services being obtained via this SFS.

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1.5 Glossary of Terms and Acronyms: Whenever the following terms and acronyms appear in the SFS document or any addendum thereto, the definitions or meanings described below shall apply.

1.5.1 General Glossary, Acronyms, and Abbreviations:

a) Department means the statutory unit of state government in the State of Missouri for which the equipment, supplies, and/or services are being purchased by the Department. The Department is also responsible for payment, unless otherwise specified herein.

b) Amendment means a written, official modification to a contract.

c) Attachment applies to all documents which are included with a SFS to incorporate any informational data or requirements related to the performance requirements and/or specifications.

d) Buyer means the procurement staff member of the Department.

e) Code of State Regulation (CSR) contains the current administrative rules of executive agencies of Missouri government. The regulations are arranged by agency rather than by subject.

f) Contract means a legal and binding agreement between two or more competent parties, for a consideration for the procurement of equipment, supplies, and/or services.

g) Contractor means a supplier, offeror, person, or organization who is a successful Supplier as a result of an SFS and who enters into a contract.

h) Exhibit applies to forms which are included with a SFS for the Supplier to complete and submit with their SFS response.

i) May means that a certain feature, component, or action is permissible, but not required.

j) Must means that a certain feature, component, or action is a mandatory condition.

k) Party refers to either the State of Missouri or the Contractor as an entity that may enter into a contract pursuant to the terms herein.

l) Pricing Page applies to the form on which the Supplier must state the prices applicable for the equipment, supplies, and/or services required in the SFS.

m) Purchase Order means the authorized document issued by the state agency to the Contractor indicating descriptions, quantities, and agreed prices for products and/or services.

n) Reasonable, Necessary or Proper as used herein shall be interpreted solely by the State of Missouri.

o) Single Feasible Source (SFS) means the solicitation document issued by Purchasing to the SFS Supplier for the purchase of equipment, supplies, and/or services as described in the document. The definition includes the following sections: Introduction and Background Information; Scope of Work; General Terms and Conditions (“terms and conditions” and “Terms and Conditions” are used interchangeably throughout the SFS); General Contractual Requirements; and Response Submission and Award Information; and the SFS Supplier Response Exhibits, and Attachments.

p) RSMo (Revised Statutes of Missouri) refers to the body of laws enacted by the Legislature which govern the operations of all agencies of the State of Missouri. Chapter 34 of the statutes is the primary chapter governing the operations of Purchasing.

q) Shall has the same meaning as the word must.

r) Should means that a certain feature, component and/or action is desirable but not mandatory.

s) State collectively referring to the state government and/or the agencies thereof.

t) Vendor means the supplier, offeror, person, or organization that responds to a SFS by submitting a response with prices to provide the equipment, supplies, and/or services as required in the SFS document.

2) SCOPE OF WORK SECTION

2.1 General Requirements

2.1.1 The Contractor shall provide Trauma Informed Support (TIS) eLearn Course for the Department.

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2.1.2 The Contractor shall either provide the services directly or shall provide a person or personnel who must comply with the requirements stated herein. Therefore, references to “the Contractor” throughout this document shall also be deemed to include the person or personnel provided by the Contractor.

2.1.3 Contractor’s Obligation: Unless otherwise specified herein, the Contractor shall furnish all material, labor, facilities, equipment, and supplies necessary to perform the services required herein.

2.1.4 The Contractor shall provide the TIS eLearn Course training services in a virtual format for an unlimited number of Missouri providers serving the IDD population and comply with the requirements state herein.

2.2 TIS eLearn Course Requirements:

2.2.1 The Contractor shall deliver a standard 5-module on-demand eLearn course in a file format that is SCORM-compliant for the Relias learning management system or electronic learning platform.

2.2.2 The Contractor shall deliver clinical, technical and implementation support.

2.2.3 The Contractor shall understand and agree that all programs outlined herein must be delivered by the end of the contract period.

2.3 Reporting and Recordkeeping Requirements:

2.3.1 Periodic Reports: On a quarterly basis, no later than five calendar days after the end of the reporting period, the Contractor shall provide the Department with a progress report outlining the following:

a) The specific activities performed/completed during the reporting period; and

b) The specific number of learners who accessed the course.

2.3.2 Final Report: The Contractor shall complete and submit the final report to the Department by the end of the contract period.

a) However, by at least 15 calendar days prior to the due date for submission of the final report, the Contractor shall submit one hard copy and an electronic copy of a preliminary draft of the final report to the Department for review and comment.

1) If required by the Department, the Contractor shall modify and/or provide additional elaboration as deemed necessary to ensure a comprehensive and thoroughly written document as required by the requirements of the contract. The review by the Department shall be completed within 10 calendar days of receipt of the draft.

2) If required by the Department, the Contractor shall prepare and submit a second draft of the final report to the Department for review and comment. Additional drafts shall also be prepared if deemed necessary by the Department. For any additional drafts that are required, the Contractor shall complete and submit the raft within five calendar days from the date of receipt of the Departments comments.

b) Final Approved Report: Prior to the required due date specified above and after completing all revisions to the draft as specified above, the Contractor shall provide the Department with the following quantities/formats of the final approved report as specified below:

1) One bound copy of the final approve report,

2) One electronic copy for the final approved report in a Microsoft compatible format,

3) One unbound camera-ready copy of the final approved report.

c) The Contractor shall make at least two oral presentations of the final report in person (Jefferson City, Missouri) or virtually to persons or organizations as deemed necessary by the Department.

2.3.3 Records: The Contractor must maintain financial and accounting records and evidence pertaining to the contract in accordance with accepted standard accounting principles of International Financial Reporting Standards (IFRS).

a) Once annually, or otherwise as reasonably required by the State, the Contractor shall make all such records, books, and other documents relevant to the contract available to the State, its designees, and the Missouri State Auditor in a commercially reasonable formation acceptable to the State at all

DMHSFS25005 Page 6 reasonable times during the term of the contract, for three years after the cancellation, expiration, termination of the contract or for any longer period of time required by law. The State will provide a minimum of 14 calendar days notice and will coordinate with the Contractor regarding the scope of the audit.

b) The Contractor shall permit the Missouri State Auditor’s Office, federal auditors and authorized representatives of the State of Missouri to perform an independent audit or examine, copy, or investigate any of the Contractor’s records, procedures, books, documents, papers, and records recording receipts and disbursements of any of the funds paid to the contractor only for services performed under the contract. Failure to retain adequate documentation for any service billed may result in recovery of payments for services not adequately documented. Any audit exception noted by auditors shall not be paid by the State and shall be the sole responsibility of the contractor. However, the contractor may contest any such exception by any legal procedure.

c) The State shall not designate any individual, entity, or firm to conduct the audit that is a competitor of the contractor. Any audit conducted or records reviewed under this provision shall be limited to services provided to the State of Missouri and shall not require the contractor to disclose information pertaining to any customer or client of the contractor.

2.4 Financial Records and Document Retention

2.4.1 The Contractor must maintain financial and accounting records and evidence pertaining to the contract in accordance with generally accepted accounting principles.

2.4.2 The Contractor shall maintain all financial records, supporting documentation, and all other records pertinent to the contract for a period of five years from the date of the final payment by the Department/submission of final report to the Department or the completion of an audit, whichever is later, or as otherwise stated in the contract.

a) If any litigation, claim, negotiation, audit, investigation, or other action involving the records has been started before the expiration of the five-year period, the Contractor shall retain the records until completion of such action and resolutions of all issues that arise from it or until the end of the regular five-year period, whichever is later.

b) If the Department is subject to any litigation, claim, negotiation, audit, or other action involving the records, the Department will notify the Contractor in writing to extend the Contractor’s retention period.

c) The Contractor shall maintain records for salary and wages charged under the contract that accurately reflect the work performed.

2.5 Invoicing and Payments

2.5.1 The Department will submit contract payments to the Contractor at the remittance address listed in the Contractor’s MissouriBUYS Supplier registration. However, the Contractor understands and agrees the state reserves the right to make contract payments to the Contractor through electronic funds transfer (EFT).

Therefore, prior to any payments becoming due under the contract, the Contractor must verify and update, if applicable, their Supplier registration with their current remittance address and ACH-EFT payment information at: MissouriBUYS, powered by Proactis.

a) Payments are due upon receipt of a valid invoice, payable in 30 calendar days. All invoices for equipment, supplies, and/or services purchased by the Department shall be subject to late payment charges as provided in section 34.055, RSMo.

b) The Department does not pay state or federal taxes unless otherwise required under law or regulation.

c) The Contractor may obtain detailed information for payments issued for the past 24 months from the State of Missouri’s central accounting system (SAM II) on the Vendor Services Portal at:

Missouri Supplier Services Portal https://missouribuys.mo.gov/ https://www.vendorservices.mo.gov/vendorservices/Portal/Default.aspx

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2.6 Invoicing

2.6.1 Invoicing: The Contractor shall submit invoices monthly. Invoices shall be due by the last day of the month following the month in which the Contractor provided services under the contract. The Contractor shall perform the services prior to invoicing the Department.

a) The Contractor shall invoice the department on the Contractor’s original descriptive business invoice form and submit the invoice to the address on the following address:

Department of Mental Health Attn: Rachel Jones 1706 E. Elm St./PO Box 687 Jefferson City, MO 65102-0687

b) The Contractor shall use uniquely identifiable invoice numbers to distinguish an invoice from a previously submitted invoice and shall include on the invoice the remittance address listed in the Contractor’s MissouriBUYS Supplier registration.

c) The statewide financial management system has been designed to capture certain receipt and payment information. For each purchase order received, an invoice must be submitted that references the purchase order number and should be itemized in accordance with items listed on the purchase order.

Failure to comply with this requirement may delay processing of invoices for payment.

d) The Contractor shall not invoice federal or state taxes unless otherwise required under law or regulation.

2.7 Payments to the Contractor

2.7.1 The contract amount shall not exceed $36,000.00 for services provided pursuant to the contract for each contract period.

2.7.2 The Contractor shall provide pricing for all line items listed on Attachment A, Pricing Page.

2.7.3 Other than the payments specified on the pricing page, no other payments or reimbursements shall be made to the contractor for any reason whatsoever including, but not limited to taxes, insurance, interest, penalties, termination payments, attorney fees, liquidated damages, etc.

2.7.4 Notwithstanding any other payment provision of the contract, if the contractor fails to preform required work or services, fails to submit reports when due, or is indebted to the United States, the Department may withhold payment or reject invoices under the contract.

2.7.3 If the Department denies a request by the Contractor for payment or reimbursement, the Department will provide the Contractor with written notice of the reason for denial.

2.7.4 If the Contractor is overpaid by the Department the Contractor, upon notification by the Department, shall provide the Department 1) with a check payable as instructed by the Department or 2) deduct the overpayment from the invoice as requested by the Department.

2.7.5 Other than the payments and reimbursements specified in the contract, no other payments shall be made to the Contractor.

3) TERMS AND CONDITIONS SECTION

3.1 Applicable Laws and Regulations: The contract shall be construed according to the laws of the State of Missouri. The Contractor and the State of Missouri must follow all applicable federal, state, and local laws and regulations that apply to the performance of the contract. To the extent that a provision of the contract is contrary to the Constitution or laws of the State of Missouri or of the United States, the provisions shall be void and unenforceable. However, the balance of the contract shall remain in force between the parties unless terminated by consent of both the Contractor and Purchasing.

3.2 Non-Discrimination and Affirmative Action: Contractors with 50 or more employees must comply with and have an affirmative action plan in accordance with Executive Order 94-03, Article XIII.

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3.3 Americans with Disabilities Act: In connection with the furnishing of equipment, supplies, and/or services under the contract, the Contractor shall comply with all applicable requirements and provisions of the Americans with Disabilities Act (ADA), ADA is 42 U.S.C. section 1201, et seq.

3.4 Anti-Discrimination Against Israel Act Contractor Requirements: If the Contractor meets the definition of a company as defined in section 34.600, RSMo, and has ten or more employees, the Contractor shall not engage in a boycott of goods or services from the State of Israel; from companies doing business in or with Israel or authorized by, licensed by, or organized under the laws of the State of Israel; or from persons or entities doing business in the State of Israel as defined in section 34.600, RSMo.

3.4.1 If during the life of the contract, the Contractor’s business status changes according to section 34.600, RSMo, then the Contractor shall comply with, complete, and submit to the Department an updated Exhibit 3, Anti- Discrimination Against Israel Act Certification.

3.5 Authorized Personnel/E-Verify: For work performed under the contract, the Contractor shall only employ personnel authorized to work in the United States in accordance with applicable federal and state laws, including section 285.530 RSMo, and Executive Order 07-13. If the Contractor employs personnel not authorized to work in the United States, the state shall have the right to cancel the contract immediately without penalty or recourse, and to pursue any other remedies permitted by the contract or by applicable state or federal law.

3.5.1 Prior to the performance of any services, a Contractor meeting the definition of a business entity in section 285.525, RSMo., shall maintain enrollment and participation in the E-Verify Federal work authorization program with respect to the employees hired after enrollment in the program for work in connection with the contracted services included herein. If the Contractor’s business status changes during the life of the contract to become a business entity as defined in section 285.525, RSMo, pertaining to section 285.530, RSMo, then the Contractor shall enroll and participate in the E-Verify program.

3.5.2 The Contractor shall only be required to provide the affidavits required in section 285.530.2, RSMo, to the Department on an annual basis.

3.6 Business Registration: The Contractor must meet the requirements for conducting business in the State of Missouri, prior to performance of services under the contract, and for the duration of the contract. The Contractor must be registered and maintain good standing with the Secretary of State of the State of Missouri and other regulatory agencies, as may be required by law or regulations. Such business requirements for formation and operation include, but are not limited to, those in Chapters 347-359 RSMo.

3.7 Data Breach: If a data breach impacting the State of Missouri’s data requires the state to comply with section 407.1500 RSMo, the Contractor shall assist the state by providing to the state any requested information held by the Contractor concerning the breach and the state’s data stored in the software and services being provided as a result of the contract.

3.8 Elected or Appointed Officials and Employees: Elected or appointed officials or employees of the State of Missouri or any political subdivision thereof, serving in an executive or administrative capacity, must comply with sections 105.452 and 105.454, RSMo, regarding conflict of interest.

3.9 Indemnification: Unless expressly provided by Missouri law to the contrary, pursuant to the Constitution of the State of Missouri, Article III, section 39, subsections 2 and 5, the state shall not indemnify, hold harmless, or agree in advance to defend, any person or entity.

3.10 Legal Proceedings: For any legal action or other proceedings, per section 27.050 and section 27.060 RSMo, the Missouri Attorney General is given the authority to represent the State of Missouri’s interests. The venue for any legal proceeding relating to or arising out of the SFS or resulting contract shall be in circuit court for Cole County, Missouri or the United States District Court for the Western District of Missouri, Central Division.

3.10.1 The Contractor and the state agree that if a dispute concerning the contract arises that the parties shall make an attempt to resolve the dispute through informal methods before initiating litigation.

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3.10.2 The State of Missouri does not agree to any arbitration. The State of Missouri does not voluntarily agree to the payment of attorneys’ fees. The state may, but is not required to, mediate any dispute arising under the contract, and any Supplier provisions requiring mediation or dispute resolution processes shall not be binding upon the state.

3.11 Invoicing and Payment: Invoicing and payments must follow section 33.120, section 34.055, and section

34.057 RSMo. All payments shall be made in arrears unless the requirements of 1 CSR 10-3.010 allow for advance payment of goods or services.

3.12 Non-Appropriation of Funds: The Contractor understands and agrees that funds required to fund the contract must be appropriated by the General Assembly of the State of Missouri for each fiscal year included within the contract period. The contract shall not be binding upon the state for any period in which funds have not been appropriated, have been withheld, or have been restricted, and the state shall not be liable for any costs associated with termination caused by lack of appropriations or authority to spend. This includes, but is not limited to, the provisions of the Mo. Const. Article IV, sections 23, 27, 28 and in sections 33.030 and 33.065, RSMo., and 1 CSR 10-3.010 (1)(B).

3.13 Federal Funds Requirements: The Contractor shall understand and agree that the contract may involve the use of federal funds. The Contractor shall comply with applicable Federal Funds Requirements, as amended by the federal government, which may include some or all of the paragraphs contained in Attachment C or other requirements identified by the federal government.

3.14 Work Outside the United States: Unless work outside the United States is prohibited by the SFS, any work performed outside of the United States for the contract must comply with Executive Order 04-09.

3.15 Open Records: Pursuant to section 610.021, RSMo, the contract and related documents are available for public review. Pursuant to section 610.021, RSMo, responses and related documents shall not be available for public review until after a contract is executed.

3.16 Record Access: The Contractor shall grant the State Auditor access to records/items as stated in section 29.235, RSMo.

3.17 Taxes: The Contractor must timely file and pay all Missouri sales, withholding, corporate and any other required Missouri tax returns and taxes, including interest and additions to tax. No contract shall be awarded to a Supplier that does not meet the conditions of section 34.040.7, RSMo.

4) GENERAL CONTRACTUAL REQUIREMENTS SECTION

4.1 Contract Definition

4.1.1 A binding contract shall consist of the following documents:

a) The most current version of the SFS (including all Exhibits and Attachments included in the SFS) as amended by contract amendments;

b) The most current version of the Contractor’s response, state-requested clarification responses, and contract amendment responses; and

c) The Department’s acceptance of the response by “notice of award”.

4.1.2 The contract expresses the complete agreement of the parties and performance shall be governed solely by the specifications and requirements contained therein.

4.1.3 The Contractor’s response, whether responding to a mandatory requirement or a desired attribute, will be binding upon the Contractor in the event the Contractor’s response is accepted by the state and a contract is awarded. The Contractor further agrees that the language of the SFS shall govern in the event of a conflict with the Contractor’s response.

4.1.4 The Contractor shall agree to furnish all awarded specified in the contract, at the prices quoted therein.

4.1.5 A notice of award issued by the Department does not constitute an authorization for shipment of equipment or supplies or a directive to proceed with services. Before providing services for the Department, the

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Contractor must receive a properly authorized purchase order or other form of written authorization to proceed from the Department, such as an order form, (in addition to the Department’s “notice of award”).

4.1.6 The Department may sign or “click-through” and accept agreements if required by the Contractor in order to receive services; however, all provisions of such agreements that conflict with the contract shall have no force or effect.

4.2 Contract Amendment: All changes to the contract must be accomplished by a formal contract amendment executed by both the Contractor and the Department prior to the effective date of such change. No other means shall be used or construed as an amendment or modification to the contract.

4.3 Contract Period: The original contract period shall be as specified on the cover page and the subsequent Notice of Award of the SFS.

4.3.1 Renewal Options: The Department shall have the right, at its sole option, to renew the contract for two additional one-year periods, or any portion thereof. In the event the Department exercises such right, all terms and conditions, requirement and specifications of the contract shall remain the same and apply during the renewal period, pursuant to applicable option clauses of this document.

4.4 Termination for Convenience: The Department reserves the right to terminate the contract at any time, for the convenience of the State of Missouri, without penalty or recourse, by giving written notice to the Contractor at least 30 calendar days prior to the effective date of such termination. The Contractor shall be entitled to receive compensation for services and supplies delivered to and accepted by the State of Missouri pursuant to the contract prior to the effective date of termination. The state shall determine the value to any work in process, but not completed and accepted by the state, based on the work products created and agreed to by both parties.

4.5 Cancellation for Breach of Contract

4.5.1 In the event of material breach of the contractual obligations by the Contractor, the Department may cancel the contract. At its sole discretion, the Department may give the Contractor an opportunity to cure the breach or to explain how the breach will be cured. As specified by the Department, the actual cure must be completed within no more than 10 state business days from notification, or at a minimum the Contractor must provide the Department within 10 state business days from notification a written plan detailing how the Contractor intends to cure the breach.

4.5.2 If the Contractor fails to cure the breach or if circumstances demand immediate action, the Department will issue a notice of cancellation terminating the contract immediately. If it is determined the Department improperly cancelled the contract, such cancellation shall be deemed a termination for convenience in accordance with the contract.

4.5.3 The Contractor understands and agrees that funds required to fund the contract must be appropriated by the General Assembly of the State of Missouri for each fiscal year included within the contract period. The contract shall not be binding upon the state for any period in which funds have not been appropriated or where the funds are withheld by the governor, and the state shall not be liable for any costs associated with termination caused by lack of appropriations or due to the governor’s withholding.

4.6 Contractor Liability

4.6.1 The Contractor shall be responsible for any and all personal injury (including death) or property damage as a result of the Contractor's negligence involving any equipment or service provided under the terms and conditions, requirements and specifications of the contract. In addition, the Contractor assumes the obligation to save the Department, including the Department’s facilities, employees, and assignees, from every expense, liability, or payment arising out of such negligent act.

a) The Contractor also agrees to hold the Department, Department, including the Department’s facilities, employees, and assignees, harmless for any negligent act or omission committed by a person employed by or under the supervision of the Contractor under the terms of the contract.

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b) The Contractor shall not be responsible for any injury or damage occurring as a result of any negligent act or omission committed by the Department, including the Department’s facilities, employees, and assignees.

c) Under no circumstances shall the Contractor be liable for any of the following: 1) third party claims against the state for losses or damages (other than those listed above); or 2) economic consequential damages (including lost profits or savings) or incidental damages, even if the Contractor is informed of their possibility.

4.7 Insurance

4.7.1 The Contractor shall understand and agree that the State of Missouri cannot save and hold harmless and/or indemnify the Contractor or employees against any liability incurred or arising as a result of any activity of the Contractor or any activity of the Contractor's employees related to the Contractor's performance under the contract. Therefore, the Contractor must acquire and maintain adequate liability insurance in the form and amount sufficient to protect the Department, including the Department’s facilities, its employees, its clients, and the general public against any such loss, damage and/or expense related to his/her performance under the contract.

4.7.2 In the event any insurance coverage is cancelled, the Department must be notified at least 30 calendar days prior to such cancellation.

4.8 Single Point of Contact and Responsibility: The Contractor shall be the single point of contact and shall be responsible for the contract.

4.9 Contractor Status: The Contractor shall be considered an independent Contractor and shall not represent itself or its employees to be employees of the State of Missouri. The Contractor shall assume all legal and financial responsibility for salaries, taxes, FICA, employee fringe benefits, workers compensation, employee insurance, minimum wage requirements, overtime, etc.

4.10 Coordination: The Contractor shall fully coordinate all contract activities with those activities of the state agency. As the work of the Contractor progresses, advice and information on matters covered by the contract shall be made available by the Contractor to the Department throughout the effective period of the contract.

4.11 Inventions, Patents, and Copyrights: If any copyrighted material is developed as a result of the contract, the state agency shall have a royalty-free, nonexclusive and irrevocable right to publish or use, and to authorize others to use, the work for Department.

4.12 Confidentiality and Security Documents: Neither party shall disclose or use any confidential information of the other party, except as reasonably necessary to perform its obligations or to exercise its rights pursuant to the contract or with the other party's prior written permission.

4.12.1 If required by the state, the Contractor must sign specific documents regarding confidentiality, security, or other similar documents that align with the confidentiality and security terms in the contract upon request, concerning the services provided for in the contract, and are consistent with the terms of the contract. The Contractor shall have the opportunity to review, discuss, and approve the documents the Contractor must sign prior to signature. The Contractor shall ensure that its personnel adhere to the confidentiality and security required by the contract. Failure of the Contractor to sign such documents absent a good faith basis may be considered a breach of contract and subject to the cancellation provisions of this document.

4.13 Actions, Suits, or Proceedings: The Contractor must notify the Department immediately if the Contractor becomes aware of any action, suit, or proceeding, pending, or threatened that will have a material adverse effect on Contractor’s ability to fulfill the obligations under the contract. The Contractor’s public filings with the United States Securities and Exchange Commission (SEC) shall meet the notice requirement set forth herein.

4.13.1 Upon filing for any bankruptcy or insolvency proceeding by or against the Contractor, whether voluntary or involuntary, or upon the appointment of a receiver, trustee, or assignee for the benefit of creditors, the Contractor must notify the Department immediately.

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4.14 Conflict of Interest: The Contractor agrees that during the term of the contract neither the Contractor nor any of its employees shall acquire any other contractual relationships which create any actual or perceived conflict of interest.

4.15 Remedies and Rights

4.15.1 No provision in the contract shall be construed, expressly or implied, as a waiver by the State of Missouri of any existing or future contractual right and/or contractual remedy available by law in the event of any claim by the State of Missouri of the Contractor's default or breach of contract.

4.15.2 The Contractor understands and agrees that the contract shall constitute an assignment by the Contractor to the State of Missouri of all rights, title and interest in and to all causes of action that the Contractor may have under the antitrust laws of the United States or the State of Missouri for which causes of action have accrued or will accrue as the result of or in relation to the particular equipment, supplies, and/or services purchased or procured by the Contractor in the fulfillment of the contract with the State of Missouri.

4.15.3 The Contractor understands and agrees that the state reserves the right to consider the Contractor’s failure to perform requirements and commitments specified in the contract in future procurement evaluations.

4.16 Communications and Notices: Any notice to the Contractor shall be deemed sufficient when deposited in the United States mail postage prepaid, transmitted by facsimile, transmitted by e-mail, or hand-carried and presented to an authorized employee of the Contractor.

4.17 Survivability of Terms: The contractual provisions as to definitions, indemnity, warranties, confidentiality, ownership, data, security, examination and auditing, third party use, licenses, liability, insurance, governing law, venue, and remedy shall survive any payment for goods and services, expiration, termination or cancellation of the contract, and shall continue in full force and effect.

5) SUPPLIER SUBMISSION AND AWARD INFORMATION SECTION

5.1 Response Submission Overview

5.1.1 The Supplier must examine the entire SFS carefully. Failure to do so shall be at the Supplier’s risk.

5.1.2 By submitting a response, the Supplier agrees to furnish the equipment, supplies and/or services specified in the SFS, at the prices quoted, pursuant to all requirements and specifications contained therein.

5.1.3 If the response is accepted and awarded, the entire response, including all prices shall be firm for the specified contract period.

5.1.4 All equipment and supplies offered in a response must be new, of current production, and available for marketing by the manufacturer unless otherwise specified herein.

5.2 Preparation of Response

5.2.1 Business Compliance Pre-Work: Due to lead times for obtaining the information needed to complete the Business Compliance Exhibits explained herein, the Supplier is encouraged to IMMEDIATELY begin securing these verifications when preparing their response.

5.2.2 The cover page should be completed and placed at the beginning of the response to declare understanding, agreement and certification of compliance to provide the items and/or services, at the prices quoted, in accordance with all terms and conditions, requirements, and specifications of the SFS.

5.2.3 SFS Supplier Response Exhibits: The Supplier must submit properly completed SFS Supplier Response Exhibits as their response. Each exhibit includes instructions outlining the information to be provided in response to the exhibit.

5.2.4 Response Preparation Costs: Any and all costs incurred by the Supplier in preparing or submitting a response shall be the Supplier's sole responsibility whether or not any award results from this SFS. The state shall not reimburse such costs.

5.2.5 Response Page Numbering: The response should be page numbered.

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5.2.6 Response Font: Easily readable and legible font, 11 point or above, should be used in the response. For graphics or illustrations within the response, the font size may be smaller than 11 point.

5.2.7 Embedded Files, Hyperlinks, and Video Clips: The Supplier should not include embedded files, hyperlinks, or video clips within their response to the SFS.

5.3 Compliance with Requirements, Terms and Conditions

5.3.1 The Supplier is cautioned when submitting pre-printed terms and conditions or other types of material to ensure such documents do not contain terms and conditions that conflict with those of the SFS and its contractual requirements.

5.3.2 If the Supplier’s response includes any exceptions to the mandatory provisions of the SFS, the Supplier must

1) identify the specific SFS paragraph number to which the exception applies along with a description of why the Supplier is taking exception to the provision; and 2) any proposed alternative language the Supplier would like the state to consider replacing the provision. However, the Supplier must understand and agree:

a) Exceptions to mandatory provisions of the SFS make the Supplier’s response non-responsive and ineligible for award. Any such exceptions to mandatory provisions and resulting Supplier non-responsiveness must be addressed through revision agreed to by the state and the Supplier in order for the response to be eligible for a contract award.

5.4 Confidentiality and Proprietary Materials: Pursuant to section 610.021, RSMo, the response and related documents shall not be available for public review until a contract has been awarded.

5.4.1 Missouri Sunshine Law: The Department is a governmental body under Missouri Sunshine Law (chapter 610, RSMo). Section 610.011, RSMo, requires that all provisions be "liberally construed and their exceptions strictly construed" to promote the public policy that records are open unless otherwise provided by law.

5.4.2 Response Confidentiality: Regardless of any claim by a Supplier as to material being proprietary and not subject to copying or distribution, or how a Supplier characterizes any information provided in its response, all material submitted by the Supplier in conjunction with the SFS is subject to release after the award of a contract in relation to a request for public records under the Missouri Sunshine Law (see Chapter 610, RSMo). Only information expressly permitted to be closed pursuant to the strictly construed provisions of Missouri's Sunshine Law will be treated as a closed record by the Department and withheld from any public request submitted to the Department after award. The Supplier should presume information provided to the Department in a response will be public following the award of the contract and made available upon request in accordance with the provisions of state law. Except for information the Department deems confidential, the Supplier is advised not to include any information in the response that the Supplier does not want to be viewed by the public, including personal identifying information such as social security numbers. Therefore, the Supplier should NOT include confidential material with their response.

5.4.3 Information Not Considered Confidential: In no event will the following be considered confidential or exempt from the Missouri Sunshine Law; however, this is not meant to be an all-inclusive list:

a) Supplier's entire response;

b) Supplier's pricing;

c) Supplier's product specifications unless specifications disclose scientific and technological innovations in which the owner has a proprietary interest (see subsection 15 of section 610.021, RSMo).

5.5 Business Compliance Requirements: Due to lead times for obtaining the information needed to complete the Business Compliance Exhibits, the Supplier is encouraged to IMMEDIATELY begin securing these verifications when preparing a response. In order to be considered a responsible and reliable Supplier and therefore be considered eligible for award of a contract, the Supplier must be in compliance with the laws regarding conducting business in the State of Missouri and provide the applicable documentation prior to the award of a contract. In order to verify the Supplier’s compliance, the state will review the Supplier’s response to the following Business Compliance Exhibits:

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a) Business Compliance Exhibit 1, Business Entity Certification, Enrollment Documentation, and Affidavit of Work Authorization - Pursuant to section 285.530, RSMo, if the Supplier meets the section 285.525, RSMo, definition of a “business entity” Chapter 285.525 RSMo Definitions, the Supplier must affirm the Supplier’s enrollment and participation in the E-Verify federal work authorization program with respect to the employees hired after enrollment in the program who are proposed to work in connection with the services requested herein. The Supplier should complete applicable portions of Exhibit 1, Business Entity Certification, Enrollment Documentation, and Affidavit of Work Authorization.

b) Business Compliance Exhibit 2, Debarment Certification - The Supplier certifies by signing the signature page of this original document and any addendum signature page that the Supplier is not presently debarred, suspended, proposed for debarment, declared ineligible, voluntarily excluded from participation, or otherwise excluded from or ineligible for participation under federal assistance programs. The Supplier should complete and return the attached certification regarding debarment, etc., Exhibit #2 with the bid. This document must be satisfactorily completed prior to award of the contract.

c) Business Compliance Exhibit 3, Anti-Discrimination Against Israel Act Certification - Pursuant to section 34.600, RSMo, if the Supplier meets the section 34.600, RSMo, definition of a “company” Chapter 34.600, Citation of law and the Supplier has ten or more employees, the Supplier must certify in writing that the Supplier is not currently engaged in a boycott of goods or services from the State of Israel as defined in section 34.600, RSMo, and shall not engage in a boycott of goods or services from the State of Israel, if awarded a contract, for the duration of the contract.

d) Business Compliance Exhibit 4, State of Missouri Tax Compliance - In accordance with section

34.040.7 RSMo, the Supplier must be in tax compliance with the Missouri Department of Revenue. The Missouri Department of Revenue will issue a “Vendor No Tax Due” certificate if the Supplier is properly registered to collect and have properly remitted sales and/or use tax, or if the Supplier is not making retail sales in Missouri.

e) Business Compliance Exhibit 5, Registration of Business Name with the Missouri Secretary of State - In accordance with section 351.572, RSMo, the Supplier must obtain a certification of authority from be properly registered with the Missouri Secretary of State or identify how the Supplier’s business is exempt from registering…