IFB DOC OFFEND REHAB-FY25-0004-SL Page 1

INVITATION FOR BID

IFB DOC OFFEND REHAB-FY25-0004-SL

Beta Glucuronidase for

Missouri Department of Corrections Division of Offender Rehabilitative

Services Toxicology Laboratory

Contract Period:

April 16, 2025, through April 15, 2026

Date of Issue: January 28, 2025

Missouri Department of Corrections Fiscal Management Unit

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., February 25, 2025

Bids may be submitted electronically through MissouriBUYS only at https://missouribuys.mo.gov/

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 contractor and the Department of Corrections. The authorized signer of this document certifies the contractor (named below) and each of its principles are not suspended or debarred by the federal government.

Note: The Company Name, Remittance Address, and System Supplier ID listed below must match your MissouriBUYS registration information.

Company Name:

Remittance Address:

City, State, Zip:

Telephone: Fax:

MissouriBUYS System Supplier ID:

Email:

Authorized Signer’s Printed Name and Title:

Authorized Signature:

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/

IFB DOC OFFEND REHAB-FY25-0004-SL Page 2

ATTENTION:

1. After reviewing the Invitation for Bid (IFB), the vendor must complete and return Page 1, Bid Cover 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, powered by MOVERS in a “Prospective” or “Spend Authorized” registration status to submit a response. The vendor must achieve “Approved” registration status in MissouriBUYS (WebProcure/Proactis) and “Spend Authorized” registration status in MissouriBUYS, powered by MOVERS to be considered for a contract award. Reference Section 5.

IFB Organization:

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 bi d)

Page 1 Bid Cover Page Exhibit A Bid Submittal Checklist Exhibit B Pricing Page Exhibit C Domestic Products Procurement Act (Buy American) Preference Exhibit D Participation Commitment Exhibit E Documentation of Intent to Participate

BUSINESS COMPLIANCE EXHIBITS

Exhibit F State of Missouri Tax Compliance Exhibit G Registration of Business Name with the Missouri Secretary of State Exhibit H Employee/Conflict of Interest

IFB DOC OFFEND REHAB-FY25-0004-SL Page 3

1. INTRODUCTION AND BACKGROUND INFORMATION SECTION

1.1 Introduction:

Purpose: This document constitutes a request for competitive, sealed bids for the provision of the purchase of Beta Glucuronidase on an as needed if needed basis for the Missouri Department of Corrections - Division of Offender Rehabilitative Services - Toxicology Laboratory (hereinafter referred to as “Department”).

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

1.2 Background and Historical Usage Information:

The Toxicology Laboratory located at 300 State Street, Fulton, Missouri 65251, performs drug testing for employees and offenders for the Missouri Department of Corrections. Approximately 5,000 to 6,000 tests are performed annually using Beta Glucuronidase.

1.3 Current and/or Previous Contract Information:

1.3.1 A current contract exists for the products being obtained via this IFB. The contract number is Y22708125.

1.3.2 A copy of the contract can be viewed and printed from the department’s website located on the Internet at:

https://missouribuys.mo.gov/bid-board/webprocure. Please reference the Bid number IFB 931 Y22708125 or the contract number Y22708125 when searching for these documents.

1.3.3 State Expenditures: The Missouri Accountability Portal (MAP) located on the Internet at:

http://mapyourtaxes.mo.gov/MAP/Expenditures/ provides financial data related to the purchase of the services under the contract. Be sure to read the information provided in the site information and disclaimer links:

https://mapyourtaxes.mo.gov/MAP/Help/MapExpendituresHelp.htm and https://mapyourtaxes.mo.gov/MAP/Help/MapExpendituresHelp.htm#disclaimer. Then search by the contract numbers shown above when searching for the financial information.

1.4 IFB Questions:

Procurement officer is 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 procurement officer indicated on the first page of this IFB. It is preferred that questions be emailed to the procurement officer.

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.

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 department 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 response.

https://missouribuys.mo.gov/bid-board/webprocure https://mapyourtaxes.mo.gov/MAP/Help/MapExpendituresHelp.htm https://mapyourtaxes.mo.gov/MAP/Help/MapExpendituresHelp.htm#disclaimer http://www.sos.mo.gov/adrules/csr/csr.asp

IFB DOC OFFEND REHAB-FY25-0004-SL Page 4

Vendor Question Deadline: Every attempt shall be made to ensure that 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 amendment 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 bid. 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.

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

IFB is State’s Only Official Position: The only official position of the State of Missouri shall be that which is contained in the IFB and any amendments thereto.

1.5 Amendments:

If the department determines that changes to the IFB are necessary, the resulting changes will be included in a subsequently issued IFB amendment(s) prior to the bid end date and time.

1.6 Glossary of Terms and Acronyms:

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

General Glossary, Acronyms, and Abbreviations:

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

The terms “department”, “state agency”, “state”, and “State of Missouri” are used interchangeably throughout the document and have the same meaning.

b.Amendment means a written, official modification to a solicitation or contract.

c.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.

d.Bid End Date and Time and similar expressions mean the exact deadline required by the IFB for the receipt of sealed bids.

e.Procurement officer means the procurement staff member of the department.

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, bidder, 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 response prior to the specified end date and time.

j.Invitation for Bid (IFB) means the solicitation document issued by the department 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

IFB DOC OFFEND REHAB-FY25-0004-SL Page 5

Submission, Evaluation, and Award Information; and the IFB Vendor Response Exhibits, Attachments, and Amendments of the IFB.

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

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

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

n.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 response prior to the specified bid end date and time.

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

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

q.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 the department.

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

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

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

u.Supplier has the same meaning as the word, vendor.

v.Vendor means the supplier, bidder, 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:

Although an attempt has been made to provide accurate and up-to-date information, the State of Missouri 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 OFFEND REHAB-FY25-0004-SL Page 6

2. SCOPE OF WORK SECTION

2.1 General Requirements:

The contractor shall provide Beta Glucuronidase for the Department of Corrections in accordance with the provisions and requirements stated herein and to the sole satisfaction of the Department.

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

2.2 Contact Personnel:

The contractor shall include the following personnel to administer and perform the contract requirements:

a. Contact Person: The contractor shall designate a contact person who shall serve as the contractor’s contact and shall be the liaison between the contractor and the Department. By no later than five (5) state business days after authorization by the Department to proceed with services, the contractor shall provide the Department with the name, address, email address, and telephone number of the contractor’s contact person. The contractor’s contact person shall serve as the primary point of contact with the Department.

2.3 Product Requirements:

The Contractor must confirm to the specifications and must provide Beta Glucuronidase - Campbell Science #DR2100 or equivalent, as outlined on Exhibit B - Pricing Page.

Estimated Quantities: 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. Unless otherwise specified herein, the State of Missouri makes no guarantees about single order quantities or total aggregate order quantities.

Substitutions: The contractor shall not substitute any item(s) that has been awarded to the contractor without the prior written approval of the department.

a. In the event an item becomes unavailable, the contractor shall provide a suitable substitute item. The contractor’s failure to provide an acceptable substitute may result in cancellation or termination of the contract.

b. Any item substitution must be a replacement of the contracted item with a product of equal or better capabilities and quality, and with equal or lower pricing. The contractor shall understand that the state reserves the right to allow the substitution of any new or different product/system offered by the contractor. The department shall be the final authority as to acceptability of any proposed substitution.

c. Any item substitution shall require a formal contract amendment authorized by the department prior to the state acquiring the substitute item under the contract.

d. The state may choose not to compel an item substitution in the event requiring a substitution would be deemed unreasonable in the sole opinion of the State of Missouri. The contractor shall not be relieved of substituting a product in the event of manufacturer discontinuation or other reason simply for reasons of unprofitability to the contractor.

IFB DOC OFFEND REHAB-FY25-0004-SL Page 7

Replacement of Damaged Product: The contractor shall repair or replace any item or components received in damaged condition at no cost to the State of Missouri. This includes all delivery/transportation costs for returning non-functional items to the contractor for replacement.

Delivery Requirements: The contractor and/or the contractor's subcontractor(s) shall deliver products in accordance with the contracted delivery times stated herein.

a) Upon receipt of an authorized purchase order or state purchasing card transaction notice, delivery must be made within fifteen (15) calendar days.

b) Delivery shall include unloading shipments at the Department’s dock or other designated unloading site as requested by the Department. All orders must be shipped FOB Destination, Freight Prepaid and Allowed. All orders received on the last day of the contract, must be shipped at the contract price. All deliveries must be coordinated with the Department.

c) Deliveries shall be made as requested by the MODOC Toxicology Laboratory. The contractor must coordinate its delivery schedule with the Laboratory. Deliveries should be made Monday through Friday, 7:30 a.m. – 4:00 p.m. Any change in delivery schedule must be approved by Randell Hughes at Randell.Hughes@doc.mo.gov or 573-526-5038, a minimum of twenty-four (24) hours in advance prior to the implementation date of such change. Institutions have specific times that deliveries can be accepted. 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 contractor.

i. Delivery Address:

Missouri Department of Corrections Toxicology Laboratory 300 State Street Fulton, MO 65251 Phone: 573-592-4074

ii. 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 http://oa.mo.gov/commissioner/state-holidays .

2.4 Warranty Requirements:

The contractor must warrant to the Department that the items furnished under this contract will be of first line quality. The contractor shall also guarantee that all materials used in the manufacturing of the items shall meet or exceed all applicable industry standards.

a) The contractor shall provide, at a minimum, the standard manufacturer’s warranty for the item awarded.

In addition, the items shall be guaranteed against any and all defects for a period of ninety (90) days after shipment.

2.5 Electronic Funds Transfer, Invoicing, and Payment Requirements:

Electronic Funds Transfer (EFT): The State of Missouri will submit contract payments to the contractor at the remittance address listed in the contractor’s MissouriBUYS (WebProcure/Proactis) vendor registration.

However, the contractor understands and agrees the state reserves the right to make contract payments to the contractor through electronic funds transfer (EFT). Therefore, prior to any payments becoming due under the contract, the contractor must verify and update, if applicable, their vendor registration with their current remittance address and ACH-EFT payment information at https://MissouriBUYS.mo.gov.

mailto:Randell.Hughes@doc.mo.gov http://oa.mo.gov/commissioner/state-holidays

IFB DOC OFFEND REHAB-FY25-0004-SL Page 8

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

a. If the Department issues a purchase order, an itemized invoice shall be emailed to DOC.Payables@doc.mo.gov or mailed to:

Accounts Payable/Toxicology Lab Missouri Department of Corrections Fiscal Management Unit P.O. Box 236 Jefferson City, MO 65102 b.The contractor shall use uniquely identifiable invoice numbers to distinguish an invoice from a previously submitted invoice and shall include on the invoice the remittance address listed in the contractor’s MissouriBUYS (WebProcure/Proactis) vendor registration.

c.Each contractor invoice must be on the contractor’s original descriptive business invoice form and must contain a unique invoice number and the remittance address included in the contractor’s MissouriBUYS (WebProcure/Proactis) vendor registration. The invoice number will be listed on the state’s EFT addendum record to enable the contractor to properly apply state payments to invoices. The contractor must comply with all other invoicing requirements stated in the IFB.

d.The statewide financial management system has been designed to capture certain receipt and payment information. For each purchase order received, an invoice must be submitted that references the purchase order number and should be itemized in accordance with items listed on the purchase order. Failure to comply with this requirement may delay processing of invoices for payment.

e.The contractor shall not invoice federal or state taxes unless otherwise required under law or regulation.

Payment:

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

g.The State of Missouri does not pay state or federal taxes unless otherwise required under law or regulation.

h.The State of Missouri assumes no obligation for equipment, supplies, and/or services 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 contractor's expense.

i.The contractor may obtain detailed information for payments issued for the past 24 months from the State of Missouri’s central accounting system (SAM II) on the Vendor Services Portal at https://www.vendorservices.mo.gov/vendorservices/Portal/Default.aspx.

Inspection and Acceptance Specifications: For purposes of acceptance, no equipment, supplies, and/or services received by the state pursuant to a contract shall be deemed accepted until the state has had reasonable opportunity to inspect said equipment, supplies, and/or services.

j.All equipment, supplies, and/or services which do not comply with the specifications and/or requirements or which are otherwise unacceptable or defective may be rejected by the state. In addition, all equipment, supplies, and/or services which are discovered to be defective, or which mailto:DOC.Payables@doc.mo.gov https://www.vendorservices.mo.gov/vendorservices/Portal/Default.aspx

IFB DOC OFFEND REHAB-FY25-0004-SL Page 9 do not conform to any warranty of the contractor upon inspection (or at any later time if the defects contained were not reasonably ascertainable upon the initial inspection) may be rejected.

k.The State of Missouri reserves the right to return any such rejected shipment at the contractor's expense for full credit or replacement and to specify a reasonable date by which replacements must be received.

l.The State of Missouri's right to reject any unacceptable equipment, supplies, and/or services shall not exclude any other legal, equitable or contractual remedies the state may have.

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

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

The total payments to the contractor for all services and expenses shall not exceed the total price stated on the Exhibit B, Pricing Pages.

Other than the payments specified in the contract, no other payment shall be made to the contractor.

2.6 Minimum Orders:

2.6.1 There shall be no minimum order requirements for the line items.

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

IFB DOC OFFEND REHAB-FY25-0004-SL Page 10

3. TERMS AND CONDITIONS SECTION

3.1 Applicable Laws and Regulations:

The contract shall be construed according to the laws of the State of Missouri. The contractor and the State of Missouri must follow all applicable federal, state, and local laws and regulations that apply to the performance of the contract. To the extent that a provision of the contract is contrary to the Constitution or laws of the State of Missouri or of the United States, the provisions shall be void and unenforceable.

However, the balance of the contract shall remain in force between the parties unless terminated by consent of both the contractor and department.

3.2 Non-Discrimination and Affirmative Action:

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

3.3 Americans with Disabilities Act:

In connection with the furnishing of equipment, supplies, and/or services under the contract, the contractor 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:

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.

3.5 Elected or Appointed Officials and Employees:

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

3.6 Hazard Communication Safety Data Sheets and Labeling Requirements:

The State of Missouri, in accordance with the revised rules and regulations of the Occupational Safety and Health Administration (OSHA) requires that all hazardous chemicals and commodities purchased by the State of Missouri be labeled with warning labels, and either contain a safety data sheet with each shipment, or the contractor otherwise shall make available a safety data sheet specific to the product available for downloading from the internet. The contractor shall ensure that the Department is informed about where to find safety data sheets for products under contract. Safety data sheet information must be compliant with OSHA’s Hazard Communication Standard. Therefore, the contractor must comply with this mandatory requirement for all commodities provided under contract that contain hazardous material. The contractor’s Safety Data Sheets shall comply with the OSHA uniform formatting requirements that became effective June 1, 2015, and the contractor’s Safety Data Sheets shall always comply with any changes to those OSHA requirements. Failure to comply with this requirement may cause cancellation of the contract with goods returned at the contractor's expense as well as suspension from the solicitation list for future requirements.

IFB DOC OFFEND REHAB-FY25-0004-SL Page 11

3.7 Indemnification:

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

3.8 Legal Proceedings:

For any legal action or other proceedings, per section 27.050 and section 27.060, RSMo, the Missouri Attorney General is given the authority to represent the State of Missouri’s interests. The venue for any legal proceeding relating to or arising out of the 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.

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.

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

3.9 Invoicing and Payment:

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.

3.10 Non-Appropriation of Funds:

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

1 CSR 10-3.010 (1)(B).

3.11 Work Outside the United States:

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

3.12 Open Records:

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

3.13 Protests:

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.

3.14 Record Access:

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

IFB DOC OFFEND REHAB-FY25-0004-SL Page 12

3.15 State Preferences:

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

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

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

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

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

IFB DOC OFFEND REHAB-FY25-0004-SL Page 13

4. GENERAL CONTRACTUAL REQUIREMENTS SECTION

4.1 Contract Definition:

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 amendment(s) issued prior to bid closing, and contract amendment(s);

b.the most current version of the contractor’s bid, state-requested clarification responses, and contract amendment responses, and the contractor’s documents.

c.the department’s acceptance of the response (bid) by “notice of award”.

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

The vendor’s response, whether responding to a mandatory requirement or a desired attribute, will be binding upon the contractor in the event the vendor’s response is accepted by the state and a contract is awarded.

The contractor further agrees that the language of the IFB shall govern in the event of a conflict with the contractor’s response.

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

A notice of award issued by the State of Missouri does not constitute an authorization for shipment of equipment or supplies or a directive to proceed with services. Before providing products for the State of Missouri, the contractor 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”).

4.2 Contract Amendment:

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

4.3 Contract Period:

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

Renewal Option(s): 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.

4.4 Contract Pricing:

All prices shall be firm, fixed, and as indicated in the Exhibit B, Pricing Pages. The state 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.

IFB DOC OFFEND REHAB-FY25-0004-SL Page 14

Renewal Pricing: If the option for renewal is exercised by the department, the contractor shall agree that the prices for the renewal period shall not exceed the prices for the applicable renewal period stated on the Exhibit B, Pricing Pages.

a. If renewal prices are not provided with the accepted response, then prices 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 state 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.

4.5 Termination for Convenience:

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

4.6 Cancellation for Breach of Contract:

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.

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.

If the department cancels the contract for breach, the department reserves the right to obtain the equipment, supplies, and/or services 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.

4.6.1 The contractor understands and agrees that funds required to fund the contract must be appropriated by the

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

Outgoing Transition Upon expiration, termination, or cancellation of the contract, the contractor shall work with the Department and any other organizations designated by the Department to ensure an orderly and smooth transfer of responsibility and continuity of those services required under the terms of the contract.

If requested by the Department, the contractor shall provide and/or perform any or all of the following responsibilities:

IFB DOC OFFEND REHAB-FY25-0004-SL Page 15

1) The contractor shall discontinue providing services or accepting new assignments, on the date specified by the Department, in order to ensure the completion of such service prior to the expiration of the contract.

2) If requested by the state, the contractor shall agree to continue providing any part or all of the services in accordance with the terms and conditions, requirements and specifications of the contract for a period of up to 180 calendar days (or 60 calendar days in the event of termination by the State of Missouri for breach) after the expiration, termination or cancellation date of the contract for a price not to exceed those prices set forth in the contract. If such request is made by the state, an appropriate contract amendment will be issued.

3) Unless specified elsewhere herein, there shall be no additional costs paid to the contractor for transition services.

4.7 Contract Assignment:

Any contract assignment, except as noted below, shall require prior written consent by the state, 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 and all past due fees are paid in full. The contractor must notify the department 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.

4.8 Contractor Liability:

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.

a. The contractor also agrees to hold the State of Missouri, 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.

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

c. Under no circumstances shall the contractor be liable for any of the following: (1) third party claims against the state for losses or damages (other than those listed above); (2) loss of, or damage to, the state’s records or data; or (3) economic consequential damages (including lost profits or savings) or incidental damages, even if the contractor is informed of their possibility.

4.9 Insurance:

The contractor shall understand and agree that the State of Missouri cannot save and hold harmless and/or indemnify the contractor or employees against any liability incurred or arising as a result of any activity of the contractor or any activity of the contractor's employees related to the contractor's performance under the contract. Therefore, the contractor must acquire and maintain adequate liability insurance in the form(s) and amount(s) sufficient to protect the State of Missouri, its agencies, its employees, its clients, and the

IFB DOC OFFEND REHAB-FY25-0004-SL Page 16 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.

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:

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:

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:

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.

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 state will coordinate activities between the contractor and third party vendors provided by the state.

Except in cases where the state’s actions are the cause of a subcontractor claim, the contractor must ensure that the State of Missouri 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 same extent the contractor indemnifies the state as described in the contract between the State of Missouri and the contractor.

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

4.13 Participation by Other Organizations:

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

a.The contractor shall prepare and submit to the department 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 department.

b.The department will monitor the contractor’s compliance in meeting the Organizations for the Blind/Sheltered Workshop participation levels committed to in the contractor’s awarded response. 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

IFB DOC OFFEND REHAB-FY25-0004-SL Page 17 to the value of the participation commitment less actual payments made by the contractor to the participating entity. If the department 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 response.

1) The contractor must obtain the written approval of the department 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 department detailing all efforts made to secure a replacement. The department 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 department. The affidavit must be signed by the director or 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:

The contractor agrees and understands that the State of Missouri'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 solicitation. 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:

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

4.16 Inventions, Patents, and Copyrights:

If any copyrighted material is developed as a result of the contract, the Department shall have a royalty-free, nonexclusive and irrevocable right to publish or use, and to authorize others to use, the work for Department purposes or the purpose of the State of Missouri.

4.17 Force Majeure:

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.

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

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4.18 Actions, Suits, or Proceedings:

The contractor must notify the State of Missouri 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.

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

4.19 Warranties and Representations:

The contractor expressly warrants that all equipment, supplies, and/or services provided shall:

1) conform to each and every specification, drawing, sample or other description which was furnished to or adopted by the department,

2) be fit and sufficient for the purpose expressed in the IFB,

3) for any goods provided, be merchantable,

4) be of good materials and workmanship, and

5) be reasonably free from defect.

Such warranty shall survive delivery and shall not be deemed waived either by reason of the state's acceptance of or payment for said equipment, supplies, and/or services.

4.20 Conflict of Interest:

The contractor agrees that…