IFB DOC 000000000XSL: ER234R6024

INVITATION FOR BID IFB DOC 0000000047SL

ER234R6024

Toothbrushes

For Resale in Offender Canteens

Central and Eastern Region Commodity Warehouses

Contract Period:

Date of Award, through One Year

Date of Issue: April 14, 2026

Missouri Department of Corrections Purchasing Section

2729 Plaza Drive, P.O. Box 236 Jefferson City, MO 65102

Buyer of Record:

Priscilla Courtney

Procurement Specialist Telephone: (573) 526–6590

Priscilla.Courtney@doc.mo.gov

Bids Must Be Received No Later Than:

2:00 p.m., Wednesday May 13, 2026

Bids MUST be submitted electronically through MissouriBUYS State of Missouri Bid Board - Bid Opportunities MOVERS | MissouriBUYS Statewide eProcurement System

The undersigned hereby declares understanding, agreement, and certification of compliance to provide the items and/or services at the prices stated, pursuant to the requirements and specifications contained herein. The undersigned further agrees that when an authorized official of the Missouri Department of Corrections countersigns this document, a binding contract, as defined herein, shall exist between the Vendor and the Department of Corrections. The authorized signer of this document certifies the Vendor (named below) and each if its principles are not suspended or debarred by the federal government.

Company Name: ________________________________________________________

Remittance Address: ______________________________________________

City, State Zip: _____________________________________________________

Telephone: ______________________________Fax: ________________________________

Supplier System ID #___________________________________________________________

Email: ________________________________________________________________________

Authorized Signer's Printed Name and Title ________________________

Authorized Signature: Bid Date ______

The original cover page, including amendments, should be signed and returned with the bid.

mailto:Priscilla.Courtney@doc.mo.gov https://missouribuys.mo.gov/bid-board/movers https://missouribuys.mo.gov/bid-board/movers

IFB DOC 000000000XSL: ER234R6024

ATTENTION:

1. After reviewing the Invitation for Bid (IFB), the vendor must complete and return the Cover Signature Page and all other necessary exhibits.

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

3. The vendor must be registered in MissouriBUYS in a “Pending” or “Approved” registration status to submit a bid in MissouriBUYS, Powered by Movers. The vendor must achieve “Approved” registration status in MissouriBUYS, Powered by Movers to be considered for a contract award. (Reference Section 5 of the bid.)

IF

B

S ec tio ns

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 Vendor Submission, Evaluation, and Award Information Section

IF

B

V en do r R es po ns e

Ex hi bi ts

(R et ur n th es e ex hi bi ts w ith th e B id ) Exhibit A Bid Submittal Checklist

Exhibit B Pricing Pages Exhibit C Domestic Products Procurement Act (Buy American) Preference Exhibit D Participation Commitment Exhibit E Documentation of Intent to Participate Exhibit F Missouri Service-Disabled Veteran Business Enterprise Preference

BUSINESS COMPLIANCE EXHIBITS

Exhibit G State of Missouri Tax Compliance Exhibit H Registration of Business Name with the Missouri Secretary of State Exhibit I Anti-Discrimination Against Israel Act Certification

Exhibit J Employee/Conflict of Interest

IFB DOC 0000000047SL: ER234R6024 Page 3

1.0 INTRODUCTION AND BACKGROUND INFORMATION SECTION

1.1 Introduction:

1.1.1 This document constitutes an invitation for competitive, sealed bids from prospective Vendors to establish a contract for the purchase of Toothbrushes for the Missouri Department of Corrections Central and Eastern Region Commodity Warehouses (hereinafter referred to as the “Department”) for resale in the offender canteens in nineteen (19) correctional institutions, in accordance with the requirements and provisions stated herein.

1.2 Background and Historical Usage Information:

1.2.2 Background information – The Department operates offender canteens within the correctional institutions for offenders to purchase approved food, clothing, appliances, and other items. By departmental policy, the selection of items approved and available for purchase in the canteens is decided upon by committee. The committee is tasked with standardizing an approved list in order to provide uniformity in product and pricing in the canteens. Items on the approved list are competitively bid in order to obtain the best possible pricing for the Department. Once contracted, only contracted items are allowed to be sold in the canteens.

1.3 Current Contract Information:

1.3.1 There is an expired contract for Security Toothbrushes, the contract number is ER234R2015. A copy of this document can be found on MissouriBUYS website at www.missouribuys.mo.gov. There is no current or expired contract for regular toothbrushes. This solicitation for bid will be a one-year contract with the option of three (3) renewals.

1.3.2 The estimated population for all correctional institutions is 24,955

1.3.3 The estimated annual gross sales for the Security Toothbrushes listed on the EXHIBIT B, Pricing Page is

$8,942.64. For the Adult Full Size Toothbrushes, the estimated gross sales are $9,402.35.

1.4 IFB Questions:

1.4.1 The Buyer is the Single Point of Contact for Solicitation: Vendors and their agents (including subcontractors, employees, consultants, or anyone else acting on their behalf) must direct all of their questions or comments regarding the IFB, the evaluation, etc., to the buyer indicated on the first page of this IFB. It is preferred that questions be emailed to the buyer of record listed on the front page, Priscilla.Courtney@doc.mo.gov

a. Except as noted herein, vendors and their agents are instructed not to contact any other state employee regarding any of these matters during the solicitation and evaluation process. Inappropriate contacts are grounds for suspension and/or exclusion from specific procurements. Vendors can be sanctioned for unauthorized contact with any evaluator under 1 Code of State Regulation (CSR) 40-1.060(8)(G) and (H) available at http://www.sos.mo.gov/adrules/csr/csr.asp.

1.4.2 Vendor is Responsible for Asking Questions About the IFB: It is the vendor’s responsibility to ask questions, request changes or clarifications, or otherwise advise the Purchasing Section if the vendor believes that any language, specifications, or requirements are: (1) ambiguous, (2) contradictory or arbitrary, (3) violate any state or federal law or regulation, (4) restrict or limit the requirements to a single source, or (5) restrict or limit the vendor’s ability to submit a Bid.

1.4.3 Vendor Question Deadline: Every attempt shall be made to ensure the vendor receives an adequate and prompt response. However, in order to maintain a fair and equitable procurement process, all vendors will be advised, via the issuance of an addendum to the IFB, of any relevant or pertinent information related to the procurement. All questions and issues should be submitted no later than ten (10) calendar days prior to http://www.missouribuys.mo.gov/ mailto:Priscilla.Courtney@doc.mo.gov http://www.sos.mo.gov/adrules/csr/csr.asp

IFB DOC 0000000047SL: ER234R6024 Page 4 the Bid end date and time of the Bids. If not received prior to ten (10) calendar days before the Bid end date and time, the Department may not be able to fully research and consider the respective questions or issues.

1.4.4 Departments Response to Vendor Questions: Upon the Departments consideration of questions and issues, if the Department determines that changes are necessary, the resulting changes will be included in a subsequently issued IFB addendum(s); absence of such response indicates that the questions and issues were considered but deemed unnecessary for an IFB addendum. All vendors will be advised of any change to the IFB’s language, specifications, or requirements by a formal addendum to the IFB. There will be no posted written records of the questions/communications (i.e., formal question/answer document).

1.4.5 NOTE: The only official position of the Department shall be that which is contained in the IFB and any addendums thereto.

1.5 Addendums:

1.5.1 If the Department determines that changes to the IFB are necessary, the resulting changes will be included in a subsequently issued IFB addendum(s) prior to the Bid end date and time.

1.6 Glossary of Terms and Acronyms:

1.6.1 Whenever the following terms and acronyms appear in the IFB document or any addendum thereto, the definitions or meanings described below shall apply.

1.6.2 General Glossary, Acronyms, and Abbreviations:

a. Department means the Department of Corrections for which the equipment, products, supplies, and/or services are being purchased by. The Department is also responsible for payment, unless otherwise specified herein.

b. Addendum means a written, official modification to an IFB.

c. Amendment means a written, official modification to a contract.

d. Attachment applies to all documents which are included with an IFB to incorporate any informational data or requirements related to the performance requirements and/or specifications.

e. Buyer means the procurement staff member of Purchasing.

f. 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.

g. 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.

h. Contractor means a supplier, offeror, person, or organization who is a successful vendor as a result of an IFB and who enters into a contract.

i. Exhibit applies to forms which are included with an IFB for the vendor to complete and submit with their Bid prior to the specified end date and time.

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

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

l. Party refers to either the Department of Corrections or the contractor as an entity that may enter into a contract pursuant to the terms herein.

m. Pricing Page(s) applies to the form(s) on which the vendor must state the price(s) applicable for the equipment, supplies, and/or services required in the IFB. The pricing pages must be completed and submitted by the vendor with the Bid prior to the specified Bid end date and time.

n. Bid Target Date and Time and similar expressions mean the deadline required by the IFB for the receipt of sealed bids.

o. Purchase Order means the authorized document issued by the Department to the Vendor indicating descriptions, quantities, and agreed prices for products and/or services.

p. Reasonable, Necessary or Proper as used herein shall be interpreted solely by the State of Missouri/Department of Correction.

IFB DOC 0000000047SL: ER234R6024 Page 5

q. Invitation for Bid (IFB) means the solicitation document issued by Purchasing to potential vendors 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; Terms and Conditions (“terms and conditions” and “Terms and Conditions” are used interchangeably throughout the IFB); General Contractual Requirements; and Vendor Submission, Evaluation, and Award Information; and the IFB Vendor Response Exhibits, Attachments, and Addendums of the IFB.

r. 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.

s. Shall has the same meaning as the word must.

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

u. Department collectively referring to the Department of Corrections and/or the locations thereof.

v. Vendor means the supplier, offeror, person, or organization that responds to an IFB by submitting a

Bid with prices to provide the equipment, supplies, and/or services as required in the IFB document.

1.7 Accuracy of Background Information:

1.7.1 Although an attempt has been made to provide accurate and up-to-date information, the Department of

Corrections does not warrant or represent that the background information provided herein reflects all relationships or existing conditions related to this IFB.

****END OF INTRODUCTION AND BACKGROUND INFORMATION SECTION****

IFB DOC 0000000047SL: ER234R6024 Page 6

2. SCOPE OF WORK SECTION

2.1 Specifications:

2.1.1 The contractor shall provide Security and Adult Full Size Toothbrushes on an as needed basis, as ordered by the canteen commodity warehouses. The items provided under the contract shall conform to all mandatory specifications, terms, conditions and requirements as stated herein. Items not conforming to the requirements stated herein, including approved substitutions, shall not be accepted and shall be returned to the contractor at the contractor’s expense.

2.1.2 Specifications including size and packaging are listed on EXHIBIT B, Pricing Page.

2.1.3 Both Toothbrushes must be of retail quality.

2.2 Item Labeling, Size and Packaging Requirements:

2.2.1 Labeling – because the items are for resale, each item in the case should be individually bar-coded.

a. It is understood this is a bulk item and not all bulk items have their own bar code, but bar codes are preferred for each toothbrush.

b. There shall be no alteration of national brand manufacturers’ labeling for any item. Manufacturer’s bulk packaged items shall not be re-labeled for individual resale. Re-labeled items and items that indicate “not for individual resale” are not acceptable.

c. Labels or packaging shall not be pre-priced.

d. Labeling, including trademarks, logos, graphics, etc., shall not depict violence, weapons, full or partial nudity, or illegal substances.

2.2.2 Size - Size shall be as specified or within the range listed on EXHIBIT B, Pricing Page. If the item falls outside of the requested size, it will not be considered for award unless the manufacturer of the item has discontinued the requested size. The bidder must submit, with its bid, documentation from the manufacturer or supplier to verify the change in size.

2.2.3 Packaging –The Toothbrushes shall be individually wrapped and packaged for resale. The security toothbrush wrapper shall be clear. The adult full size toothbrush may be clear plastic or bubble wrap with paper backing package. Alternate packaging may only be acceptable if no bidder can meet the packaging requirements.

a. Boxes or containers, as applicable, should be selected to the extent necessary to provide protection from physical and environmental damage during shipping and handling. Cushioning materials shall be applied, as required, to protect and to restrict movement of the item(s).

2.3 Substitution of Product or Item Changes:

2.3.1 Substitution of Product - Following award of the contract, no substitution of an awarded item will be permitted except in the case of natural disaster, item discontinuation by the manufacturer or supplier, or the inability of a manufacturer or supplier to ship. The contractor must provide documentation from the manufacturer or supplier to substantiate the occurrence of any of these aforementioned situations.

2.3.2 The contractor shall be obligated to obtain a substitution to replace an awarded item that meets or exceeds the specifications of the item that was originally awarded at no additional cost to the Department.

Substitutions must be approved in advance by a formal contract amendment.

IFB DOC 0000000047SL: ER234R6024 Page 7

a. In order for the product to be considered for substitution, the contractor must submit samples for testing in accordance with section 5.8 of the contract. Testing, as indicated in paragraph 5.8.3 of the contract, will be conducted on all samples for substitution submitted for consideration.

b. If the substituted item is not found acceptable by the department, the contract may be cancelled and rebid.

c. Special run or mock-up items will not be accepted for substitution.

2.3.3 The Department reserves the right to allow the contractor to substitute any new item offered by the contractor on all unshipped and future orders if quality is equal to or greater than the item under contract and if the price is equal to or less than the contract price. The Department shall be the final authority as to the acceptability of the proposed substitution.

2.3.4 Item Changes - The contractor must immediately notify the Department prior to the discontinuation of any item, change in packaging, size, or labeling (i.e. UPC) of an awarded item. Whenever possible, the contractor must accept orders for items which are to be discontinued for a full thirty (30) days following notice to the Department of such discontinuation.

a. No changes shall be made on the item awarded to the contractor without written approval by a formal contract amendment. The contractor must submit documentation from the manufacturer or supplier to verify any change.

b. Samples for testing shall be submitted if requested by the Department. All samples requested and submitted will be tested as indicated in paragraph 5.8.3 of the contract.

c. IF the item change is not found to be acceptable by the department, the contract may be cancelled and rebid.

2.4 Replacement of Damaged/Defective Product:

2.4.1 The contractor shall be responsible for replacing any item received that is defective or in damaged condition at no cost to the Department. This includes all shipping costs for returning damaged or defective item(s) to the contractor for replacement.

2.5 Minimum Orders:

2.5.1 Orders for all items should be placed in pallet or mixed pallet quantities. The minimum order for the line item should be one (1) pallet or one (1) mixed pallet when applicable. For the adult full size toothbrush, a half pallet (1/2) may be ordered.

2.6 Estimated Quantities:

2.6.1 The quantities indicated in this IFB are estimates that pertain to the total aggregate quantities that may be ordered throughout the stated contract period. The estimates do not indicate single order amounts unless otherwise stated. The Department makes no guarantees about single order quantities or total aggregate order quantities.

2.7 Vendor Sample Assurance: The Vendor shall agree that the products provided under the contract shall conform to all mandatory specifications, terms, conditions, and requirements stated herein. Furthermore, in the event the Vendor’s product has been sample-tested, the Vendor shall agree that the same product submitted in accordance with Section 5.8 for sample-testing and which passed sample-testing shall be provided to the state agency for the duration of the contract.

IFB DOC 0000000047SL: ER234R6024 Page 8

2.8 Warranties and Representations:

2.8.1 The Vendor must warrant to the Department that all items furnished under this contract will be of retail quality and new condition. The Vendor shall also guarantee that all products used in the manufacturing of the items shall meet or exceed all applicable industry standards.

2.8.2 Such warranty shall survive delivery and shall not be deemed waived either by reason of the state's acceptance of or payment for all contracted items.

2.9 Delivery Requirements:

2.9.1 All items awarded under this IFB must be available for delivery to the Central and Eastern Region

Commodity Warehouses at the addresses below:

a. Missouri Department of Corrections, Central Commodity Warehouse, 8416 No More Victims Road, Dock A, Jefferson City, MO 65101

Phone: 573-522-2348

b. Missouri Department of Corrections, Easter Region Commodity Warehouse, 2727 Hwy K, Bonne Terre, MO 63628 Phone: 573-358-5516 x-2618

2.9.2 Orders shall be placed by the warehouses. The Vendor must begin accepting orders upon notice of award.

Initial deliveries must be made within fifteen (15) business days upon receipt of an authorized purchase order or state purchasing card transaction notice. Subsequent deliveries must be made within ten (10) business days upon receipt of an authorized purchase order or state purchasing card transaction notice. All orders received on the last day of the contract must be shipped at the contract price.

2.9.3 Delivery shall include unloading shipments at the Department dock or other designated unloading site(s) as requested by the Department. All orders must be shipped FOB Destination, Freight Prepaid and Allowed.

a. The awarded items must be on shrink wrapped pallets, grade 2/B or better. Pallets should not be double stacked and shall not be over 5 feet tall. Pallets may be exchanged upon delivery, if requested.

2.9.4 Deliveries shall be made as requested by the warehouse. The Vendor must coordinate its delivery schedule with the ordering warehouse. Any change in delivery schedule must be approved by the ordering warehouse a minimum of twenty-four (24) hours in advance prior to the implementation date of such change. The warehouses have specific times that deliveries can be accepted. A delivery arriving during a time the warehouse does not accept deliveries will be delayed or refused. Any additional cost for delay or redelivery shall be the responsibility of the Vendor.

a. Prior to the provision of service, the department may conduct a Missouri Uniform Law Enforcement

System (MULES) or other background investigation on the Vendor’s personnel and agents. Such investigation shall be equivalent to investigations required of all personnel employed by the department.

b. The department shall have the right to deny access into the institution for any of the Vendor’s personnel and agents, for any reason. Such denial shall not relieve the Vendor of any requirements of the contract.

c. Delivery must not be made on official state holidays. A list of official state holidays may be found on the State of Missouri web site at https://oa.mo.gov/commissioner/state-holidays https://oa.mo.gov/commissioner/state-holidays

IFB DOC 0000000047SL: ER234R6024 Page 9

2.10 Delays in Delivery Performance:

a. If at any time the Vendor should encounter conditions impeding delivery of the awarded item, the Vendor shall immediately notify the Department’s Purchasing Section in writing of the fact of delay, its likely duration, and its cause(s). As soon as practical after the receipt of the Vendor’s notice, the Department shall evaluate the situation and may, at its sole discretion, extend the Vendor’s time for delivery.

b. A delay by the Vendor in the performance of its delivery obligations shall render the Vendor liable for additional costs incurred by the Department to obtain product from other sources unless an extension of time is agreed upon pursuant to 2.10 a.

2.11 Financial Records and Document Retention:

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

2.11.2 The Vendor shall maintain all financial records, supporting documentation, and all other records pertinent to the contract for a period of five (5) 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.

2.11.3 If any litigation, claim, negotiation, audit, investigation, or other action involving the records has been started before the expiration of the five (5) year period, the Vendor 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 (5) year period, whichever is later.

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

2.12 Invoicing Requirements:

2.12.1 Electronic Funds Transfer (EFT): The State of Missouri will submit contract payments to the Vendor at the remittance address listed in the Vendor’s MissouriBUYS vendor registration. However, the Vendor understands and agrees the Department reserves the right to make contract payments to the Vendor through electronic funds transfer (EFT). Therefore, prior to any payments becoming due under the contract, the Vendor must verify and update, if applicable, their vendor registration with their current remittance address and ACH-EFT payment information at https://MissouriBUYS.mo.gov.

2.12.2 Invoicing: The Vendor shall provide all products prior to invoicing the state agency. Invoices are due no later than the last business day of the month after receiving product.

a. The Vendor shall accurately invoice per the price indicated on EXHIBIT B, Pricing Page. The Vendor(s) shall submit an itemized invoice on the Vendor’s original descriptive business invoice form to the Department for the delivered products. An itemized invoice shall be emailed to DOC.Payables@doc.mo.gov or mailed to:

Attn: Payable Accounts Missouri Department of Corrections PO Box 236 Jefferson City, MO 65102

b. Each invoice submitted must be specific to one purchase order number. The purchase order number must be referenced on the invoice, and the invoice must be itemized in accordance with the item(s) https://missouribuys.mo.gov/ mailto:DOC.Payables@doc.mo.gov

IFB DOC 0000000047SL: ER234R6024 Page 10 listed on the purchase order. Failure to comply with this requirement may delay processing of invoices for payment. Emailed invoices should contain the purchase order number in the subject line.

c. If the state purchasing card (Visa) is used for payment, an itemized invoice reflecting the charged amount must be faxed or emailed to the institution within one business day. The state purchasing card shall not be charged until the items are received and accepted.

d. The Department shall not be invoiced for state or federal sales tax unless otherwise required under laws or regulations.

2.12.3 The Vendor’s invoice should include any discount for prompt payment as indicated on EXHIBIT B, Pricing Page.

2.12.4 If the Vendor maintains an e-commerce web application that enables Department staff to view and print invoices and invoice history, the Vendor shall indicate on EXHIBIT B, Pricing Page the web site address where the Department staff may access invoices. Upon award of a contract, the Vendor shall provide the Department with a customer number in order for Department staff to access invoices and invoice history.

2.13 Payments:

2.13.1 Payments will be made to the Vendor within forty-five (45) business days of receipt of products and the

Vendor’s invoice. All invoices for equipment, products and/or supplies purchased by the Department shall be subject to late payment charges as provided in section 34.055, RSMo.

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

2.13.3 The Department assumes no obligation for items shipped or provided in excess of the quantity ordered.

Any unauthorized quantity is subject to the state's rejection and shall be returned at the Vendor's expense.

2.14 Inspection and Acceptance Specifications:

2.14.1 For purposes of acceptance, no products received by the Department pursuant to a contract shall be deemed accepted until the Department has had reasonable opportunity to inspect said products.

2.14.2 All products which do not comply with the specifications and/or requirements, or which are otherwise unacceptable or defective may be rejected by the Department. In addition, all equipment, products and/or supplies, which are discovered to be defective, or which do not conform to any warranty of the Vendor upon inspection (or at any later time if the defects contained were not reasonably ascertainable upon the initial inspection) may be rejected.

2.14.3 The Department reserves the right to return any such rejected shipment at the Vendor's expense for full credit or replacement and to specify a reasonable date by which replacements must be received.

2.14.4 The Department’s right to reject any unacceptable equipment, products and/or supplies, shall not exclude any other legal, equitable or contractual remedies the Department may have.

2.14.5 If the Department denies a request by the Vendor for payment, the Department will provide the Vendor with written notice of the reason(s) for denial.

2.14.6 If the Vendor is overpaid by the Department, the Vendor, 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(s) as requested by the Department.

2.14.7 Other than the payments specified in the contract, no other payments shall be made to the Vendor.

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3. TERMS AND CONDITIONS SECTION

3.1 Applicable Laws and Regulations:

3.1.1 The contract shall be construed according to the laws of the State of Missouri. The Vendor and the State of

Missouri/Department of Corrections 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 Vendor and Purchasing.

3.2 Non-Discrimination and Affirmative Action:

3.2.1 Vendors with 50 or more employees must comply with and have an affirmative action plan in accordance with Executive Order 94-03, Article XIII.

3.3 Americans with Disabilities Act:

3.3.1 In connection with the furnishing of equipment, products and/or supplies, under the contract, the Vendor and all subcontractors 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:

3.4.1 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.

3.4.2 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 I, Anti-Discrimination Against Israel Act Certification.

3.5 Business Registration:

3.5.1 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.

3.6 Data Breach:

3.6.1 If a data breach impacting the State of Missouri’s data requires the Department to comply with section

407.1500, RSMo, the contractor shall assist the Department by providing to the Department 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.

3.7 Elected or Appointed Officials and Employees:

3.7.1 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.

IFB DOC 0000000047SL: ER234R6024 Page 12

3.8 Indemnification:

3.8.1 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.

3.9 Legal Proceedings:

3.9.1 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 IFB 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.

3.9.2 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.

3.9.3 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 Contractor provisions requiring mediation or dispute resolution processes shall not be binding upon the state.

3.10 Negotiations:

3.10.1 The Department does not negotiate canteen funded or canteen resale contracts.

3.11 Invoicing and Payment:

3.11.1 Invoicing and payments must follow section 33.120, section 34.055, and section 8.960, 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 Prison Rape Elimination Act (PREA) Requirements:

3.12.1 In accordance with the Prison Rape Elimination Act, the contractor’s personnel and agents providing service under the contract and within the security perimeter of the state agency’s institution must be at least 18 years of age.

3.12.2 Prior to the provision of service, the state agency may conduct a Missouri Uniform Law Enforcement System (MULES) or other background investigation on the contractor’s personnel and agents. Such investigation shall be equivalent to investigations required of all personnel employed by the state agency.

a. The state agency shall have the right to deny access into the institution for any of the contractor’s personnel and agents, for any reason. Such denial shall not relieve the contractor of any requirements of the contract.

3.12.3 The contractor must obtain written approval from the state agency’s Director of the Division of Adult

Institutions for any contractor personnel and agents under active federal or state felony or misdemeanor supervision, and contractor personnel and agents with prior felony convictions but not under active supervision, prior to such personnel and agents performing contractual services.

3.12.4 The contractor and the contractor’s personnel and agents shall at all times observe and comply with all applicable state statutes, state agency rules, regulations, guidelines, internal management policy and procedures, and general orders of the state agency that are applicable, regarding operations and activities in and about all state agency property. Furthermore, the contractor and the contractor’s personnel and agents shall not obstruct the state agency nor any of its designated officials from performing their duties in response

IFB DOC 0000000047SL: ER234R6024 Page 13 to court orders or in the maintenance of a secure and safe correctional environment. The contractor shall comply with the state agency’s policy and procedures relating to personnel conduct.

3.12.5 The state agency has a zero-tolerance policy for any form of sexual misconduct to include staff/contractor/volunteer-on-offender or offender-on-offender sexual harassment, sexual assault, sexual abusive contact, and consensual sex. The contractor and the contractor’s personnel and agents who witness sexual misconduct must immediately report such to the institution’s warden. If the contractor, or the contractor’s personnel and agents, engage in, fail to report, or knowingly condone sexual misconduct with or between offenders, the contract shall be subject to cancellation and the contractor or the contractor’s personnel and agents may be subject to criminal prosecution.

3.12.6 If the contractor, or the contractor’s personnel and agents, engage in sexual abuse in a prison, jail, lockup, community confinement facility, juvenile facility or other institution, the contractor or the contractor’s personnel and agents shall be denied access into the institution.

3.12.7 The contractor and the contractor’s personnel and agents shall not interact with the offenders except as is necessary to perform the requirements of the contract. The contractor and the contractor’s personnel and agents shall not give anything to nor accept anything from the offenders except in the normal performance

3.13 Open Records:

3.12.1 Pursuant to section 610.021, RSMo, the contract and related documents are available for public review.

Pursuant to section 610.021, RSMo, Bids and related documents shall not be available for public review until after a contract is executed or all Bids are rejected.

3.14 Protests:

3.14.1 Any Bid award protest must be received within ten (10) state business days after the date of award in accordance with the requirements of 1 CSR 40-1.050.

3.15 Record Access:

3.15.1 The contractor shall grant the State Auditor access to records/items as stated in section 29.235, RSMo.

3.16 State Preferences:

3.16.1 If the contractor’s awarded bid included state preferences, the contractor must comply with the rules applicable to those preferences including:

a. Section 34.070 and section 34.073 RSMo for Missouri business preferences;

b. Section 34.074 RSMo and 1 CSR 40-1.050 for Service Disabled Veteran Enterprises;

c. Section 34.165 RSMo and 1 CSR 40-1.050 for Organizations for the Blind/Sheltered Workshops; and

d. Section 34.350 to 34.359 RSMo for the Missouri Domestic Products Procurement Act.

3.17 Taxes:

3.17.1 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 vendor that does not meet the conditions of section 34.040.7, RSMo.

*****END OF TERMS AND CONDITIONS SECTION*****

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4.0 GENERAL CONTRACTURAL 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 IFB (including all Exhibits and Attachments included in the IFB) as amended by: IFB addendum(s) issued prior to bid closing and contract amendment(s);

b. The most current version of the Vendor’s bid, including the Vendor’s responses, state-requested clarification responses, and contract amendment responses; and

c. The Department’s acceptance of the Bid 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 Vendor’s response, whether responding to a mandatory requirement or a desired attribute, will be binding upon the Vendor in the event the Vendor’s response is accepted by the Department and a contract is awarded.

4.1.4 The Vendor further agrees that the language of the IFB shall govern in the event of a conflict with the

Vendor’s Bid.

4.1.5 The Vendor shall agree to furnish all awarded products specified in the contract, at the prices stated herein.

4.1.6 A notice of award issued by the Department of Corrections does not constitute an authorization for shipment of products. Before providing products for the Department, the Vendor must receive a properly authorized purchase order or other form of written authorization to proceed from the state, such as an order form, (in addition to the Department’s “notice of award”).

4.1.7 The Department may sign or “click-through” and accept agreements if required by the Vendor 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:

4.2.1 All changes to the contract must be accomplished by a formal contract amendment executed by both the

Vendor and the Department of Corrections Purchasing 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:

4.3.1 The original contract period shall be as specified on the cover page and the subsequent Notice of Award of the IFB.

4.3.2 Renewal Options – The department shall have the right, at its sole option, to renew the contract for three

(3) additional one-year periods, or any portion thereof. In the event the department exercises such right, all terms and conditions, requirements and specifications of the contract shall remain the same and apply during the renewal periods, pursuant to applicable option clauses of this document.

4.3.3 If the Department exercises its option for renewal, the contractor shall agree that the price for the renewal period shall not exceed the percentage increase/decrease quoted for the applicable renewal period as stated on EXHIBIT B, Pricing Page, of the contract.

IFB DOC 0000000047SL: ER234R6024 Page 15

a. As stated on EXHIBIT B, Pricing Page, all increases/decreases shall be calculated against the ORIGINAL contract price and NOT against the previous year’s price. If a price increase was allowed as outlined in section 4.4.3 of this IFB, the increase will be added after the calculation of the renewal price has been determined.

EXAMPLE: Original Contract Price = $1.00, Maximum Increase = 2%, Economic Adjustment = 5% Renewal Period Increase - $1.00 x 2% = $1.02 Economic Adjustment - $1.00 x 5% = $1.05 Renewal Period Price = $1.07 ($1.02 + $0.05)

b. If renewal percentages are not provided, then the price during the renewal period shall be the same as during the original contract period.

c. The Department does not automatically exercise its option for renewal based upon the maximum percentage and reserves the right to offer or to request renewal of the contract at a percentage less than the maximum stated.

4.4 Contract Pricing:

4.4.1 All prices shall be firm, fixed, and as indicated in EXHIBIT B, Pricing Pages. The Department shall not pay nor be liable for any other additional costs, including but not limited to taxes, shipping charges, insurance, interest, penalties, termination payments, liquidated damages, attorney fees, etc.

4.4.2 Renewal Pricing: If the option for renewal is exercised by the Department, the contractor shall agree that the percentages for the renewal period shall not exceed the percentages for the applicable renewal period stated on the EXHIBIT B, Pricing Pages.

a. If renewal percentages are not provided with the accepted Bid, then percentages during the renewal period shall be the same as the original contract period pricing.

b. In addition, the contractor shall understand and agree that any renewal period increases specified in the contract are not automatic. At the time of contract renewal, if the Department determines funding does not permit the specified renewal pricing increase or even a portion thereof, the renewal pricing shall remain the same as during the previous contract period. If such action is rejected by the contractor, the contract may be terminated, and a new procurement process may be conducted. The contractor shall also understand and agree the state may determine funding limitations necessitate a decrease in the contractor’s pricing for the renewal period(s). If such action is necessary and the contractor rejects the decrease, the contract may be terminated, and a new procurement process may be conducted.

c. Price(s) shall be considered firm for the duration of the contract period, unless a price increase/decrease is allowed as outlined in Paragraph 4.4.3 of this IFB.

4.4.3 Economic Adjustment Clause - In the event the contractor’s cost for items covered in this IFB and resulting contract should increase 5% or more, during the period of time in which the contract is in effect, the contractor may, upon submission of written proof of such increase and approval by the Department, be entitled to an adjustment in price accomplished by a formal contract amendment signed and approved by and between the duly authorized representative of the contractor and the Department. All prices shall remain firm for the first six (6) months of this contract.

a. Whenever possible, the contractor must submit a written request for price increases thirty (30) days prior to the effective date of increase to the Department's Purchasing Section. Requests and documentation may be submitted via US Mail or Email. If the manufacturer provides a percentage increase, the claim for such adjustment must include a certification from the manufacturer verifying its cost at the time of the bid award, the new cost, and the effective date of the increase. If the manufacturer provides an actual dollar amount of increase, the claim for such adjustment must include

IFB DOC 0000000047SL: ER234R6024 Page 16 a certification from the manufacturer verifying the increase and the effective date of the increase.

Supporting documentation must clearly establish the increase is to all customers and not to the Department or this contract alone. Supporting documentation will remain a part of the contract file.

b. The increase will be allowed only on the cost of the item(s) to the contractor. No increase or change in the contractor’s overhead, transportation costs, profit or other factors will be approved. The Department reserves the right to ask for invoices, published price lists, or any other evidence establishing the contractor’s costs to support the increase. Failure to supply any requested documentation will be grounds to deny adjustment in price.

c. After receipt of required documentation and in the event a price change is authorized thereafter, no additional adjustments will be allowed for a term of six (6) months.

d. The Department further reserves the right to reject any proposed price increase, cancel the item(s) from the contract, and re-bid if determined to be in the best interest of the Department.

e. The contractor shall neither delay nor stop deliveries pending price changes.

f. If a price increase is allowed through a formal contract amendment, no price increase shall be billed to the Department before the effective date of the increase. Billed price changes will only be accepted for payment on purchase orders dated on or after the effective price change date. Purchase orders dated prior to the effective price change date shall be billed at the contract price in existence before the amended price change regardless of when delivery is accepted.

g. In the event the contractor’s costs should decrease by more than 5% during the period of time the contract is in effect, the contractor shall pass any manufacturer’s price decrease to the Department, and such decreases shall become effective immediately upon notification by the contractor of the amount of the decrease. The contractor shall notify the Department of any such decrease.

4.4.4 Item Selection and Sales Performance - The selection of allowable items to be sold in the offender canteens is decided upon by a committee. If at any time during the contract period the committee decides to remove an awarded item(s) from the allowable list, the Department shall have the right to cancel the item(s) from the contract. All other specifications, terms, and conditions of the contract, including the pricing on all non-affected awarded items shall remain the same.

a. Additional item choices shall not be added without the Department’s approval. The Department approval may entail the sampling of the proposed item selection.

b. The purpose of items selected for resale is to maximize sales potential for the benefit of the offender

Canteen Fund. Therefore, if an item shows an overall trend of a decrease in sales volume, the Department reserves the right to discontinue that item without penalty.

1) Full cases of any cancelled or discontinued item(s) may be returned for full credit at no cost to the

Department.

4.5 Termination for Convenience:

4.5.1 The Department reserves the right to terminate the contract at any time, for the convenience of the

Department, without penalty or recourse, by giving written notice to the contractor at least thirty (30) calendar days prior to the effective date of such termination. The contractor shall be entitled to receive compensation for products, services and/or supplies delivered to and accepted by the Department pursuant to the contract prior to the effective date of termination.

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4.6 Cancellation for Breach of Contract:

4.6.1 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 ten (10) state business days from notification, or at a minimum the contractor must provide the Department within ten (10) state business days from notification a written plan detailing how the contractor intends to cure the breach.

4.6.2 If the contractor fails to cure the breach or if circumstances…