OSPD Website Proposal.docx

State of Missouri Office of State Public Defender

Request for Proposal (RFP) for Public Defender Website 2025

PROPOSAL DUE NO LATER THAN: 6/30/2025 AT 5:00 PM CENTRAL TIME

Proposal response must be submitted electronically through MissouriBUYS, powered by MOVERS, at https://missouribuys.mo.gov.

E-mailed, mailed, courier, or hand-delivered proposal responses will not be accepted.

RFP CONTACT INFORMATION:

BUYER: Janthony Johnson

PHONE NO.: (573) 777-9977

EMAIL: Procurement@mspd.mo.gov See “RFP Questions” in Section 1 for appropriate communications during the procurement process.

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

Office of State Public Defender 1000 West Nifong Blvd Building 7, Suite 100 Columbia, MO 65203

ATTENTION:

1. After reviewing the Request for Proposal (RFP), the vendor must complete and return Exhibit A, Proposal 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 RFP’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 proposal. 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.

RFP Organization:

RFP Vendor Response Exhibits (Return these exhibits with the proposal)

BUSINESS COMPLIANCE EXHIBITS

Separate Document: The vendor is advised that a separate document to this document referenced above provide additional requirements, information, and/or instruction. The separate document must be downloaded from the Division of Purchasing’s MissouriBUYS, powered by MOVERS, website at: https://missouribuys.mo.gov/. The separate document is downloadable from the same web page where the solicitation document is downloadable. It shall be the sole responsibility of the vendor to obtain the separate document. The vendor shall not be relieved of any responsibility for performance under the subsequent contract due to the failure of the vendor to obtain a copy of the separate document.

PUBLIC DEFENDER–FY25–0001–SL Page 68

INTRODUCTION AND BACKGROUND INFORMATION SECTION

Introduction:

This document constitutes an invitation for competitive, sealed proposals from vendors for the provision of a new public website for the Office of State Defender (hereinafter referred to as “state agency” or “Department”) in accordance with the requirements and provisions stated herein.

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.

Background and Historical Usage Information:

The Office of State Public Defender (OSPD) is the organization responsible for providing legal representation to all indigent citizens accused of or convicted of crimes in Missouri.

OSPD is a statewide system comprising of multiple legal service divisions including: the Trial Division, Capital Division, and Appellate/Post-Conviction Division. In total there are 33 trial offices, 4 juvenile offices, 3 capital offices, 6 appellate/post-conviction offices, 1 commitment defense unit office, 1 parole revocation defense office, 1 strike force office, 1 case contracting office and 1 holistic defense office. Attorneys in these district offices within each division provide direct representation to our clients.

OSPD employs about 615 people; approximately 395 of them are attorneys. They are assisted by support staff, paralegals, and investigators. In FY2019 the lawyers, staff, and contract counsel provided high quality, zealous criminal representation in 73,076 new cases. OSPD district offices are located throughout Missouri. OSPD is a non-consolidated agency.

The Office of State Public Defender currently maintains a public website using its own staff. A current version of which can be found here: https://publicdefender.mo.gov/. The Office of State Public Defender has used this website since 2017 and is looking for a new website that will better serve the needs of its clients and of the agency.

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 Invitation for Proposal.

Current and/or Previous Contract Information:

No current contract exists for the products and/or services being obtained via this RFP.

RFP Questions:

Buyer 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 RFP, the evaluation, etc., to the buyer indicated on the first page of this RFP. It is preferred that questions be emailed to the buyer.

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.

Minority Business Enterprise/Women Business Enterprise (MBE/WBE) and Service Disabled Veteran Enterprise certification or subcontract questions should be directed to the Office of Equal Opportunity (OEO) at http://oeo.mo.gov.

Vendor is Responsible for Asking Questions About the RFP: It is the vendor’s responsibility to ask questions, request changes or clarifications, or otherwise advise the Office of State Public Defender 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 proposal.

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 RFP, 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 proposal end date and time of the proposals. If not received prior to ten (10) calendar days before the proposal end date and time, the Office of State Public Defender may not be able to fully research and consider the respective questions or issues.

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

RFP is Department’s Only Official Position: The only official position of the Office of State Public Defender shall be that which is contained in the RFP and any amendments thereto.

Amendments:

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

Glossary of Terms and Acronyms:

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

General Glossary, Acronyms, and Abbreviations:

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 Office of State Public Defender. The agency is also responsible for payment, unless otherwise specified herein.

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

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

Buyer means the procurement staff member of Purchasing.

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.

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.

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

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

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

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

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.

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 RFP. The pricing pages must be completed and submitted by the vendor with the proposal prior to the specified proposal end date and time.

Proposal End Date and Time and similar expressions mean the exact deadline required by the RFP for the receipt of sealed proposals.

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.

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

Request for Proposal (RFP) 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 RFP); General Contractual Requirements; and Vendor Submission, Evaluation, and Award Information; and the RFP Vendor Response Exhibits, Attachments, and Amendments of the RFP.

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.

Shall has the same meaning as the word must.

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

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

Supplier has the same meaning as the word, vendor.

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

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 RFP.

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

SCOPE OF WORK SECTION

General Requirements:

The contractor shall design, develop and provide a new public website for the Office of State Public Defender in accordance with the provisions and requirements stated herein.

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

1.1.1 The contractor shall perform all services to the sole satisfaction of the Department.

Personnel Qualifications:

The contractor may have a team of personnel to work on the Department’s website. That team shall include team members/personnel to administer the contract requirements set out in this document, and may include roles such as leadership, project management, web design, graphic design, other information technology professionals, administrative, and others.

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) business days after notification 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 (1) oversee all services being provided, (2) assume responsibility and liability for services performed per the contract, and (3) serve as the primary point of contact for the Department.

The contractor shall understand and agree that the state agency reserves the right to request any of the contractor’s personnel assigned to provide the services be removed without just cause. The contractor shall understand and agree that the state agency will allow the contractor a reasonable time to find a replacement. The state agency shall approve all replacement personnel. The state agency reserves the right to require background checks and non-disclosure agreements (NDA) of selected contractor personnel, at the contractor’s expense.

Performance Requirements:

The contractor must provide the department with a new website that meets the Department’s needs for its clients, employees, and the public. The Department’s overall goals for the website are to create a more modern and attractive website for potential job applicants, clients, and their families; to create a client-centered hub for information about OSPD and relevant resources for clients and their communities; and to enable content to be maintained and updated by staff over time.

The new website must include information that is on the current website. Including but not limited to information about the Department, contact information for district offices, resources for clients and families, vacancies and career opportunities, information for the public, and contract counsel opportunities.

In addition to maintaining much of the existing content and features, the new website must include the following additional elements and or capabilities:

1. OSPD staff must be able to update content easily on the website using a content management system.

2. There must be a clear application for services button that prospective clients can use to apply for services online.

3. Proposals must include an option that incorporates technology to conduct automated pre-screenings of prospective client applications that include notification to applicants and Department staff regarding the pre-screening findings.

4. Resources for Office of State Public Defender Contract Counsel must have a devoted section and needs to be secure/password protected. Contract Counsel will be required to register on the new website using an e-mail address that is not part of the Office of State Public Defender IT system. The Department can provide a valid list of e-mail addresses that are allowed to register.

5. The website platform must have a preservation aspect that allows the Department to archive certain information displayed.

6. Proposals may include the ability to accept donations and other charitable contributions through the website, with a working donation button, automatically generated receipts, and automated financial transfers.

7. The website must have an overall updated, modern appearance that allows for design refresh options in the future; the new website needs to be interactive, engaging, inviting, informative, and easy to navigate, with a focus on client-centered, holistic, criminal defense resources and information.

8. The website must meet state and federal standards for accessibility.

9. The website must be mobile friendly.

10. Proposals must include details on hosting options for the website. Details must include if the proposed website can be hosted on equipment owned by OSPD or if the website can only be hosted on the vendor’s equipment.

11. All responses shall only include proposals to host the website, data, and services on equipment that is located in the United States.

12. Contractor must work with Department to ensure client centered language on the website.

13. Contractor must have the ability to create certain content for the website. Including video, graphics, written content, and other visual media.

14. The Department may require additional features upon discussion with contractor.

It is highly desirable for proposals to include the additional following elements or capabilities for the website:

1. Special features for clients: Find my court date; language translation features; a button for clients to make payments; office locator for both trial and appellate offices.

2. A secure client and family communication portal where messages and information can be exchanged.

3. The ability to stream video media.

4. Vendor or Department produced video media explaining who we are and what we do

5. Social media and events/news section, preferably on the homepage, that is able to be updated by Department staff.

6. The website should be able to display PDFs.

7. Ability to stream vendor or Department created videos in the employment and career section

8. Leadership staff biographies with pictures.

9. Website should link to department’s social media pages (Facebook, X, Instagram, LinkedIn, etc.) and feature social media and news/current events content.

10. A section that will answer commonly asked questions about the criminal legal process. (ex. Casenet guide, range of punishments for different charges, information on expungements, steps in a criminal case, explanation of participatory defense)

11. A statewide community resource guide with interactive map; this system should be designed to be easily updated by either staff or potentially by providers.

12. Easy to use maintenance and development features.

13. A page dedicated for each OSPD office that can be edited by designated staff in that office.

Reporting Requirements:

1.1.2 On a biweekly basis, the contractor shall provide the Department with a progress report outlining the following:

a. The specific activities performed/completed during the reporting period.

b. The specific activities completed to date and the completion dates of such activities.

c. The specific activities and projected completion date(s) remaining to be completed.

d. Contractor shall stay in regular communication with Department on design ideas, templates, and features, and shall provide Department with samples of proposed designs for Department’s approval throughout the project.

Retention of Records and Documents: Unless specified in writing as a shorter period of time, the contractor shall preserve and make available with no limitation all books, documents, papers, and records involving transactions related to the contract for a period of five (5) years from the date of the cancellation, expiration, or termination of the contract. Records and supporting documentation under audit or involved in litigation shall be kept for five (5) years following the conclusion of the litigation or audit. During the contract period, access to these items shall be provided through a vehicle specified by the state agency. During the post contract period delivery and access to these items shall be at no cost to the state agency.

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

Once annually, or otherwise as reasonably required by the state, the contractor shall make all such records, books, and other documents relevant to the contract available to the state, its designees, and the Missouri State Auditor in a commercially reasonable format acceptable to the state at all reasonable times during the term of the contract and for three (3) years after the cancellation, expiration, or termination of the contract or for any longer period of time required by law. The state will provide a minimum of fourteen (14) calendar days’ notice and will coordinate with the contractor regarding the scope of the audit.

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

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

The services required herein are not intended to be an audit, examination, attestation, special report or agreed-upon procedures engagements as those services are defined in the American Institute of Certified Public Accounts (AICPA) literature applicable to such engagements conducted by independent auditors. Accordingly, these services shall not result in the issuance of a written communication to third parties by the contractor directly reporting on financial data or internal control or expressing a conclusion or any other form of assurance. The contractor shall maintain a copy of the work products for documentation purposes for the AICPA.

Budget/Price Analysis: After contract award, the contractor must provide a budget or price analysis for each of the firm, fixed prices identified on Exhibit C, Pricing Page. The budget/price analysis must reflect the contractor’s breakdown of the quoted price and should be shown in sufficient detail to demonstrate those factors affecting the price such as staffing patterns and proposed hours, etc. The budget or price analysis must be in a format mutually agreed to by the contractor and state agency.

Financial Records and Document Retention:

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

The contractor 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 submission of final report to the state agency or the completion of an audit, whichever is later, or as otherwise stated in the contract.

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 contractor shall retain the records until completion of such action and resolutions of all issues that arise from it or until the end of the regular five (5) year period, whichever is later.

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

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 vendor registration. However, the contractor understands and agrees the state reserves the right to make contract payments to the contractor through 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.

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 state agency.

The contractor shall invoice the state agency on the contractor’s original descriptive business invoice form and submit the invoice to the address on the front page of this document / the following address:

Office of State Public Defender 1000 West Nifong Blvd Building 7, Suite 100 Columbia City, MO 65203

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 vendor registration.

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 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 RFP.

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.

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

Payment:

Payments are due upon receipt of a valid invoice, payable in 45 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.

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

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.

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.

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 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.

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.

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

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

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

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

The state agency will in all cases be utilized as “payor of last resort” which means that payment under the contract may be available only after the contractor has demonstrated that all other payment sources, including but not limited to insurance coverage and government assistance programs, have been exhausted. Documentation of such shall be maintained in client files to be available for contract monitoring purposes.

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

TERMS AND CONDITIONS SECTION

Applicable Laws and Regulations:

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

Non-Discrimination and Affirmative Action:

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

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.

Anti-Discrimination Against Israel Act Contractor Requirements:

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

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

Authorized Personnel/E-Verify:

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

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

The contractor shall only be required to provide the affidavits required in section 285.530.2, RSMo, to the state on an annual basis. https://purch.oa.mo.gov/vendor-information/affidavit-work-authorization-annual-renewal

The contractor shall ensure that its subcontractors comply with section 285.530, RSMo.

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.

Data Breach:

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

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.

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.

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 RFP 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.

Negotiations:

The State of Missouri does not negotiate contracts after award. Any competitive negotiation, if conducted by the state, must have occurred prior to contract award in accordance with Chapter 34, RSMo, 1 CSR 40-1.050 and as stated in this RFP.

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.

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).

Work Outside the United States:

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

Open Records:

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

Protests:

Any proposal 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.

Record Access:

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

State Preferences:

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

Section 37.020 RSMo and 1 CSR 40-1.050 for Minority Business Enterprises and Women’s Business Enterprises;

Section 34.070 and section 34.073 RSMo for Missouri business preferences;

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

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

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*****

GENERAL Contractual REQUIREMENTS SECTION

Contract Definition:

A binding contract shall consist of the following documents:

The most current version of the RFP (including all Exhibits and Attachments included in the RFP) as amended by: RFP amendment(s) issued prior to bid closing, Best and Final Offer (BAFO) requests, and contract amendment(s);

The most current version of the contractor’s proposal, including the contractor’s BAFO responses, state-requested clarification responses, and contract amendment responses; and

The Department’s acceptance of the proposal 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 RFP shall govern in the event of a conflict with the contractor’s proposal.

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

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

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

Contract Amendment:

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

Contract Period:

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

Renewal Option(s): The Office of State Public Defender shall have the right, at its sole option, to renew the contract for one (1) additional one-year period(s), or any portion thereof. In the event the Office of State Public Defender 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.

Contract Pricing:

All prices shall be firm, fixed, and as indicated in the Exhibit C, 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.

Renewal Pricing: The Office of State Public Defender shall have the right, at its sole option, to renew the contract for one (1) additional one-year period(s), or any portion thereof. In the event the Office of State Public Defender 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.

If additional funds are appropriated for the renewal period, the contractor may be given an opportunity to request an amount up to a maximum price per in-home specialist, per day specified in a contract amendment issued by the Office of State Public Defender.

If funds are reduced for the renewal period, the contractor will be advised of the applicable decrease for the renewal period. If such reductions are rejected by the contractor, the contract may be terminated, and a new procurement process may be conducted.

Pricing Commitment: The contractor shall understand and agree the firm, fixed pricing stated in the Exhibit C, Pricing Pages shall not be increased unless the state requests a corresponding increase in the scope of work under the contract, which shall only be allowable through a formal contract amendment mutually agreed to between the Office of State Public Defender and the contractor. In other words, if the contractor underestimates the level of effort in terms of any resources, the contractor may not charge the state more than the firm, fixed pricing stated in the Exhibit C, Pricing Pages. If the state later amends the contract to increase the scope of work, then the cost related to the additional scope of work may be reflected as agreed upon by the state and the contractor. If the scope of work does not increase, the contractor shall complete all work agreed upon in the contract at the firm, fixed pricing stated in the Exhibit C, Pricing Pages.

Contract Extension: The Office of State Public Defender shall have the right, at its sole option, to extend the contract as necessary to allow for the completion of services that are scheduled for completion beyond the expiration of the contract. Such services must have been scheduled (1) prior to the expiration of the contract, and (2) prior to the award of any succeeding contract. In the event the Office of State Public Defender exercises such right, all other terms and conditions, requirements and specifications of the contract, including prices, applicable to services shall remain the same and shall apply during the extension period.

Termination for Convenience:

The Office of State Public Defender 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.

Cancellation for Breach of Contract:

In the event of material breach of the contractual obligations by the contractor, the Office of State Public Defender may cancel the contract. At its sole discretion, the Office of State Public Defender may give the contractor an opportunity to cure the breach or to explain how the breach will be cured. As specified by the Office of State Public Defender, 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 Office of State Public Defender 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 Office of State Public Defender will issue a notice of cancellation terminating the contract immediately. If it is determined the Office of State Public Defender improperly cancelled the contract, such cancellation shall be deemed a termination for convenience in accordance with the contract.

If the Office of State Public Defender cancels the contract for breach, the Office of State Public Defender 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 Office of State Public Defender deems appropriate and charge the contractor for any additional costs incurred thereby.

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

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 Office of State Public Defender 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.

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.

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.

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.

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…