IFB DOC 0000000065SL - Statewide Cubed Ice.pdf

INVITATION FOR BID (IFB) DOC 0000000065SL

Project #27708001

Cubed Ice

For

Missouri Department of Corrections Statewide by Regions

Contract Period:

Date of Award through One Year

Date of Issue: August 7, 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, September 9, 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 0000000065SL Page 2

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

Attachment 1 Various Location Facilities and Addresses

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 Employee/Conflict of Interest

IFB DOC 0000000065SL Page 3

INTRODUCTION AND BACKGROUND INFORMATION SECTION

1.1 Introduction:

1.1.1 This document constitutes a request for competitive bids from prospective vendors to establish a contract for the purchase of cubed ice for the Missouri Department of Corrections (hereinafter referred to as the “Department”) in accordance with the requirements and provisions stated herein. This contract will be awarded by region: Central, Eastern, Western and Southern.

1.2 Background and Historical Usage Information:

1.2.2 Background information – The Department of Corrections operates nineteen (19) correctional institutions statewide, with the population of about 25,500 offenders who utilize ice on daily basis.

1.3 Current or Previous Contract Information:

1.3.1 The Department currently does not have a current contract for cubed ice. This solicitation for bid will be a one-year contract with the option of two (2) renewals.

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 Division of Purchasing 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 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.

mailto:Priscilla.Courtney@doc.mo.gov http://www.sos.mo.gov/adrules/csr/csr.asp

IFB DOC 0000000065SL Page 4

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, 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.

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.

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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****

2. SCOPE OF WORK SECTION

2.1 Specifications:

2.1.1 The vendor shall provide cubed ice on an as needed basis as ordered by the Department. The vendor must comply with all mandatory requirements and specifications presented herein pertaining to the provision of the cubed ice and to the sole satisfaction of the Department. Cubed ice not conforming to the requirements stated herein, including approved substitutions shall not be accepted.

2.1.2 The vendor shall function as the single point of contact for all contract activities regardless of any subcontract arrangement for any product or service. This shall include assuming responsibilities and liabilities for any and all problems relating to all items and services provided.

2.1.3 Specifications are listed on EXHIBIT B, Pricing Page. Each product bid must meet all the minimum specifications required.

2.2 Required Cubed ice Specifications:

2.2.1 All cubed ice must be hard, individual cubed ice free of foreign odors, tastes, or discoloration made from filtered water that meets local and federal drinking water standards.

2.2.2 The cubed ice provided under this contract shall be food grade quality meeting NSF, FDA and local health department regulations.

2.2.3 Packaging: The cubed ice must be packaged in clear heavy-duty polyethylene bags, or blended metallocene film approved for direct food contact. The size must not to exceed twenty-five (25) pounds for each bag.

2.3 Orders:

2.3.1 There shall be no minimum order requirements.

2.3.2 Orders shall be placed by the individual institutions. Each institution will determine how much cubed ice is needed.

2.4 Estimated Quantities:

2.4.1 The quantities indicated in this IFB are an estimated amount for evaluation purposes only, and do not constitute the total amount needed by the regions. The Department makes no guarantees about the quantities.

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2.9 Replacement of Damaged/Defective Product:

2.9.1 The Vendor shall be responsible for replacing any item received that is defective or in damaged condition at no cost to the Department.

2.10 Delivery Requirements by Region:

2.10.1 Contracts will be awarded by region (Central, Western, Eastern and Southern). The vendor must be able to deliver cubed ice to all regions bid and to all locations in the region they are awarded. Institutions per region are listed on ATTACHMENT 1.

2.10.1 Orders shall be placed by the individual institutions. The vendor must begin accepting orders upon notice of award. Initial delivery and all subsequent deliveries must be made within three (3) 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.

2.10.2 The vendor must coordinate its delivery schedule with the Business Manager or designee at the institution to which items are to be delivered. Delivery shall include unloading shipments at the dock or other designated unloading site(s) as requested by the institution. All orders must be shipped FOB Destination, Freight Prepaid and Allowed.

a. Delivery addresses are listed on ATTACHMENT 1.

b. 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

2.10.3 A delivery arriving during a time the institution does not accept deliveries will be delayed or refused. Any additional cost for delay or redelivery shall be the responsibility of the vendor.

a. Delivery must not be made on official state holidays. A list of official state holidays may be found on the

State of Missouri website at:

https://www.oa.mo.gov/personnel/state-employees/hours-work-overtime-and-holidays

2.10.5 Delays in Delivery Performance: If at any time the vendor should encounter conditions impeding delivery of an awarded item(s), 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.

a. 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 2.10.5.

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.

https://www.oa.mo.gov/personnel/state-employees/hours-work-overtime-and-holidays

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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: Accounts Payable

Missouri Department of Corrections Fiscal Management Unit 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) 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 law or regulation.

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.

https://missouribuys.mo.gov/ mailto:DOC.Payables@doc.mo.gov

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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 supplies received by the Department pursuant to a contract shall be deemed accepted until the Department has had reasonable opportunity to inspect said supplies.

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.

****END OF SCOPE OF WORK SECTION****

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.

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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 Business Registration:

3.4.1 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 Elected or Appointed Officials and Employees:

3.6.1 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.

3.7 Indemnification:

3.7.1 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.

3.8 Legal Proceedings:

3.8.1 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 contracts.

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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 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.

3.13 Prison Rape Elimination Act (PREA) Requirements:

3.13.1 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 Departments correctional facility must be at least 18 years of age.

3.13.2 Prior to the provision of service, the Department 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 Department.

3.13.3 The Department 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.

3.13.4 The contractor must obtain written approval from the Department’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.

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

The contractor shall comply with the Department’s policy and procedures relating to personnel conduct.

3.13.6 The Department 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.

3.13.7 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.

3.13.8 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 of the contract.

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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*****

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.

IFB DOC 0000000065SL Page 12

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 two (2) additional one-year period(s), 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 period, 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.

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 3.1.5 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 the 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 prices/percentages for the renewal period shall not exceed the prices/percentages for the applicable renewal period stated on the EXHIBIT B, Pricing Pages.

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a. If renewal prices/percentages are not provided with the accepted Bid, then prices/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.

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 services and/or supplies delivered to and accepted by the Department pursuant to the contract prior to the effective date of termination.

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 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.

4.6.3 If the Department cancels the contract for breach, the Department reserves the right to obtain the products to be provided pursuant to the contract from other sources and upon such terms and in such manner as the Department deems appropriate and charge the contractor for any additional costs incurred thereby.

4.7 Contract Assignment:

4.7.1 Any contract assignment, except as noted below, shall require prior written consent by the Department, which shall not be unreasonably withheld. However, the contractor may assign the contract without the state’s prior consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, contingent upon the assignee agreeing to be bound by all of the terms of the contract with the State of Missouri/Department of Corrections. The contractor must notify the Department of Corrections Purchasing of all contract assignments, which shall be addressed in a contract amendment. Any other means of assignment shall be void and of no effect. Subject to the foregoing, the contract shall bind and inure to the benefit of the parties, their respective successors, and permitted assigns.

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4.8 Contractor Liability:

4.8.1 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 State of Missouri, including its agencies, employees, and assignees, from every expense, liability, or payment arising out of such negligent act.

4.8.2 The contractor also agrees to hold the Department, including its agencies, employees, and assignees, harmless for any negligent act or omission committed by any subcontractor or other person employed by or under the supervision of the contractor under the terms of the contract.

4.8.3 The contractor shall not be responsible for any injury or damage occurring as a result of any negligent act or omission committed by the State of Missouri, including its agencies, employees, and assignees.

4.9 Insurance:

4.9.1 The contractor shall understand and agree that the Department 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(s) and amount(s) sufficient to protect the Department its agencies, its employees, its clients, and the general public against any such loss, damage and/or expense related to his/her performance under the contract. In the event any insurance coverage is cancelled, the department must be notified at least thirty (30) calendar days prior to such cancellation.

4.9.2 In the event any insurance coverage is cancelled, the department must be notified at least thirty (30) calendar days prior to such cancellation.

4.10 Single Point of Contact and Responsibility:

4.10.1 The contractor shall be the single point of contact and shall be responsible for the contract regardless of any subcontract arrangements.

4.11 Contractor Status:

4.11.1 The contractor shall be considered an independent contractor and shall not represent itself, its employees, or its subcontractors 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.

4.12 Subcontractors:

4.12.1 The contractor shall assume and be solely responsible for fulfillment of all contractual obligations and all legal and financial responsibilities related to the execution of a subcontract.

4.12.2 The contractor shall understand and agree that utilization of a subcontractor to provide any of the services in the contract shall not relieve the contractor of the responsibility for providing the services specified herein.

The contractor shall coordinate activities with the contractor’s subcontractors. The Department will coordinate activities between the contractor and third-party Contractors provided by the state.

4.12.3 Except in cases where the state’s actions are the cause of a subcontractor claim, the contractor must ensure that the State of Missouri, Department of Corrections is indemnified, saved, and held harmless from all claims of damage, loss, and cost (including attorney fees) of any kind related to a subcontract in those matters to the

IFB DOC 0000000065SL Page 15 same extent the contractor indemnifies the department as described in the contract between the Department of Corrections and the contractor.

4.12.4 The contractor must notify the Department upon establishing any new subcontracting arrangements related to the products and/or services provided to the Department as a result of the contract.

4.12.5 Pursuant to subsection 1 of section 285.530, RSMo, no contractor or subcontractor shall knowingly employ, hire for employment, or continue to employ an unauthorized alien to perform work within the state of Missouri. In accordance with sections 285.525 to 285.550, RSMo, a general contractor or subcontractor of any tier shall not be liable when such contractor or subcontractor contracts with its direct subcontractor who violates subsection 1 of section 285.530, RSMo, if the contract binding the contractor and subcontractor affirmatively states that

a. The direct subcontractor is not knowingly in violation of subsection 1 of section 285.530, RSMo, and shall not henceforth be in such violation.

b. The contractor or subcontractor receives a sworn affidavit under the penalty of perjury attesting to the fact that the direct subcontractor’s employees are lawfully present in the United States.

4.13 Participation by Other Organizations:

4.13.1 The contractor must comply with any Organization for the Blind/Sheltered Workshop participation levels committed to in the contractor’s awarded Bid. The contractor must meet their participation commitment identified in their awarded Bid, regardless of the products and/or services purchased by the state from the contract.

a. The contractor shall prepare and submit to the Division of Purchasing a report detailing all payments made by the contractor to Organizations for the Blind/Sheltered Workshops participating in the contract for the reporting period. The contractor must submit the report on a monthly basis, unless otherwise determined by the Division of Purchasing.

b. The Division of Purchasing will monitor the contractor’s compliance in meeting the Organizations for the Blind/Sheltered Workshop participation levels committed to in the contractor’s awarded Bid. If the contractor’s payments to the participating entities are less than the amount committed, the state may cancel the contract and/or suspend or debar the contractor from participating in future state procurements or retain payments to the contractor in an amount equal to the value of the participation commitment less actual payments made by the contractor to the participating entity. If the Division of Purchasing determines that the contractor becomes compliant with the commitment, any funds retained as stated above, will be released.

c. If a participating entity fails to retain the required certification or is unable to satisfactorily perform, the contractor must obtain other organizations for the blind/sheltered workshops to fulfill the participation requirements committed to in the contractor’s awarded Bid.

1) The contractor must obtain the written approval of the Division of Purchasing for any new entities.

This approval shall not be arbitrarily withheld.

2) If the contractor cannot obtain a replacement entity, the contractor must submit documentation to the Division of Purchasing detailing all efforts made to secure a replacement. The Division of Purchasing shall have sole discretion in determining if the actions taken by the contractor constitute a good faith effort to secure the required participation and whether the contract will be amended to change the contractor’s participation commitment.

d. No later than 30 calendar days after the effective date of the first renewal period, the contractor must submit an affidavit to the Division of Purchasing. The affidavit must be signed by the director or

IFB DOC 0000000065SL Page 16 manager of the participating Organizations for the Blind/Sheltered Workshop verifying provision of products and/or services and compliance of all contractor payments made to the Organizations for the Blind/Sheltered Workshops. The contractor may use the affidavit available on the Division of Purchasing’s website at https://purch.oa.mo.gov/vendor-information or another affidavit providing the same information.

4.14 Substitution of Personnel:

4.14.1 The contractor agrees and understands that the Department’s agreement to the contract is predicated in part on the utilization of the specific key individual(s) and/or personnel qualifications identified in the Bid.

Therefore, the contractor agrees and understands that any substitution of the specific key individual(s) and/or personnel qualifications identified in the bid must be with individual(s) of equal or better qualifications than originally proposed.

4.15 Coordination:

4.15.1 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 state agency or the Division of Purchasing throughout the effective period of the contract.

4.16 Property of State:

4.16.1 All products furnished by the contractor pursuant to the terms of the contract shall become the property of the Department. Upon expiration, termination, or cancellation of the contract, said product(s) shall become the property of the Department.

4.17 Actions, Suits, or Proceedings:

4.17.1 The contractor must notify the Missouri Department of Corrections 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.

4.17.2 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 Missouri Department of Corrections, Purchasing Section immediately.

4.18 Force Majeure:

4.18.1 Neither the state nor the contractor shall be liable to the other for any failure or delay of performance of any obligations hereunder when such failure or delay shall have been wholly or principally caused by acts or events beyond the state’s or contractor’s reasonable control. Both parties shall make all reasonable efforts to remove or eliminate such a cause of delay or default. Any party must give written notice of any Force Majeure event to the other party within a reasonable time period after its occurrence in order to receive the liability protections of this paragraph.

4.19 Conflict of Interest:

4.19.1 The contractor agrees that during the term of the contract neither the contractor nor any of its employees or subcontractors shall acquire any other contractual relationships which create any actual or perceived conflict of interest.

https://purch.oa.mo.gov/vendor-information

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4.20 Remedies and Rights:

4.20.1 No provision in the contract shall be construed, expressly or implied, as a waiver by the Department of any existing or future contractual right and/or…