RFQ DHSS 0000000017SL

State of Missouri Department of Health and Senior Services (DHSS)

Request for Quotation (RFQ) for Portable Cribs with Bassinet Attachment

TARGET DATE AND TIME: October 17, 2025 AT 3:00 PM CENTRAL TIME Response should be submitted electronically through MissouriBUYS at https://missouribuys.mo.gov but may respond by hard copy (see mailing instructions below)

MAILING INSTRUCTIONS: Print or type RFQ Number and Return Target Date on the lower left hand corner of the envelope or package. Bids should be in the Department of Health and Senior Services office 920 Wildwood Dr., Jefferson City, MO 65109 by the target date and time.

RFQ CONTACT INFORMATION:

PROCUREMENT OFFICER: Janett Walker

PHONE NO.: (573) 751-6032

EMAIL: Janett.walker@health.mo.gov

See “RFQ Questions” in Section 1 for appropriate communications during the procurement process.

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

Missouri Department of Health and Senior Services Office of Genetics and Healthy Childhood PO BOX 570, Jefferson City, MO 65102

ATTENTION:

1. After reviewing the Request for Quotation (RFQ), the Vendor must complete and return Exhibit 1, Bid 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 RFQ’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.

RFQ Organization:

RFQ

Attachments

RFQ Vendor Response Exhibits (Return these exhibits with the bid)

BUSINESS COMPLIANCE EXHIBITS

INTRODUCTION AND BACKGROUND INFORMATION SECTION

Introduction:

Purpose: This document constitutes a request for quotation for the provisions to reduce the risk of sleep-related infant death by providing portable cribs and safe sleep education to low-income families as set forth herein for the Department of Health and Senior Services (hereinafter referred to as “Department”).

Background and Historical Usage Information:

The Missouri Department of Health and Senior Services (DHSS), Bureau of Genetics and Healthy Childhood purchases portable cribs for use in the Safe Cribs for Missouri program. The goal of the Safe Cribs for Missouri program is to reduce the risk of infant mortality related to unsafe sleep practices.

The program was established in April 2010 to provide safe cribs and safe sleep education to low-income families who could not otherwise afford a crib for their infant. The program is implemented through local public health agencies (LPHAs) and other partner agencies. Community partners distribute the cribs and provide one-on-one safe sleep education to each family before the crib is taken home. A follow-up home visit is conducted four to six weeks later to reinforce teaching points and assess the family’s use of safe sleep practices.

In 1994 in the U.S. a total of 4,073 infants died from Sudden Infant Death Syndrome (SIDS). At that time, only 27% of caregivers reported using the back sleep position for their infants. The U.S. Department of Health and Human Services then implemented the Back to Sleep Campaign in order to reduce the risk of SIDS. By 1999 SIDS deaths had declined to 2,643, and 65% of caregivers reported using the back sleep position for their infants.

While SIDS rates were declining and then stabilizing, rates of other sleep-related causes of infant death such as “accidental suffocation/strangulation in bed” (ASSB) were increasing. Studies suggest that some of the decrease in SIDS rates since 1999 might be explained by changes in classification of the cause of death. Some deaths that were once classified as SIDS are now classified as other causes of death, such as ASSB.

This shift in classification is one reason that educational efforts now focus on a wider range of sleep-related causes of infant death, including suffocation. Evidence indicates that infants are safest sleeping on their backs in their own crib in the same room where the parents sleep. By providing information about the whole sleep environment, the national Safe to Sleep® campaign (formerly the Back to Sleep Campaign) aims to reduce the rates of Sudden Unexplained Infant Death, including suffocation and SIDS. The American Academy of Pediatrics (AAP) recommends the back sleeping position for every sleep, a smoke-free environment, no blankets, pillows, toys or soft objects in the crib, and no bed-sharing. In addition, the AAP advises parents and caregivers not to place infants on couches or armchairs for sleep, with or without an adult. The Safe Cribs for Missouri education program follows the AAP recommendations.

In 2020, 103 Missouri infants died from accidental suffocation/strangulation in bed. Suffocation is the leading cause of injury death for Missouri infants from one month to one year of age.

For informational purposes, the Department of Health and Senior Services purchases approximately 400 units per year. This figure is for informational purposes only and shall not be construed as a guarantee about volume of purchases to be made under the new contract.

Current and/or Previous Contract Information:

A previous contract(s) exist(s) for the products and/or services being obtained via this RFQ.

A copy of the contract can be requested at https://health.mo.gov/about/sunshine-requests.php. Please reference the contract number CC191297001 when requesting this document.

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.

RFQ 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 RFQ, the evaluation, etc., to the Procurement Officer indicated on the first page of this RFQ. It is preferred that questions be emailed to the Procurement Officer.

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 RFQ: 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.

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 RFQ, of any relevant or pertinent information related to the procurement. All questions and issues should be submitted no later than five (5) calendar days prior to the bid end date and time of the bids. If not received prior to five (5) 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 RFQ amendment(s); if the Department determines the questions and issues did not provide further clarity to the RFQ, the Department will notify the Vendor, and no RFQ amendment will be provided. All Vendors will be advised of any change to the RFQ’s language, specifications, or requirements by a formal amendment to the RFQ. There will be no posted written records of the questions/communications (i.e., formal question/answer document).

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

Amendments:

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

Glossary of Terms and Acronyms:

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

General Glossary, Acronyms, and Abbreviations:

Agency and/or State Agency/Department means the statutory unit of state government in the State of Missouri for which the equipment, supplies, and/or services are being purchased. The Department 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.

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

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

Procurement Officer means the procurement staff member of the Department.

Code of State Regulation (CSR) contains the current administrative rules of executive agencies of Missouri government. The regulations are arranged by Department 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, bidder, person, or organization who is a successful Vendor as a result of an RFQ and who enters into a contract.

Exhibit applies to forms which are included with an RFQ for the Vendor to complete and submit with their response 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 RFQ. The pricing pages must be completed and submitted by the Vendor with the response prior to the specified response end date and time.

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

Purchase Order means the authorized document issued by the Department 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 Quotation (RFQ) 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 RFQ); General Contractual Requirements; and Vendor Submission, Evaluation, and Award Information Section; and the RFQ Vendor Response Exhibits, Attachments, and Amendments of the RFQ.

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.

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, bidder, person, or organization that responds to an RFQ by submitting a bid with prices to provide the equipment, supplies, and/or services as required in the RFQ 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 RFQ.

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

SCOPE OF WORK SECTION

General Requirements:

The Contractor shall provide portable cribs with bassinet attachment for the Department of Health and Senior Services, Safe Cribs for Missouri program 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 a 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.

The Contractor shall comply with applicable Federal Funds Requirements, as amended by the federal government, which may include some or all of the paragraphs contained in Attachment A, Certifications and Special Provisions, which is attached hereto and incorporated by reference as if fully set forth herein, or other requirements identified by the federal government.

This project is/was supported by the Health Resources and Services Administration (HRSA) of the U.S. Department of Health and Human Services (HHS) under the grant number, title, and amount listed in the Contract Funding Source(s) enclosure provided with this contract and zero percentage is/was financed with nongovernmental sources. This information or content and conclusions are those of the author and should not be construed as the official position or policy of, nor should any endorsements be inferred by HRSA, HHS or the U.S. Government.

After the award, unless otherwise stated in this contract, the Contractor shall use the below information for any correspondence regarding this contract:

Program Name: Safe Cribs for Missouri Program Program Contact: Connie Viele Address: 930 Wildwood Drive, Jefferson City, MO 65109 Phone: 573-751-6261 Email: safecribs@health.mo.gov

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

Requirements:

The Contractor shall provide portable cribs with a bassinet attachment that meets or exceeds the following requirements:

All safety standards set by the Consumer Products Safety Commission (CPSC) and the Juvenile Products Manufacturers’ Association (JMPA).

Be portable with squeeze or push-button fold for easy storing and transporting.

Easily transported.

Assemble easily in minutes with no tools required.

Two feet shall be equipped with wheels so that the crib can be wheeled by lifting the opposite end.

Have mesh on all four sides.

Have a full-sized removable bassinet feature that allows the caretaker to have easy access to the infant (infants up to 15 lbs.).

When the bassinet is removed, the crib shall continue to provide a safe sleep environment until the child reaches 30 lbs. or 35” tall. Sleep surfaces shall be firm and flat (not inclined).

Include a fitted crib sheet designed to fit the mattress.

A convenient travel bag shall be provided for stowing and transporting the crib.

Dimensions be a minimum of 38” long x 28” wide x 27” high.

Specifically marked with a special Stock Keeping Unit Number (SKU#) or other marking so that it cannot be returned to a retail outlet for cash, exchange, or store credit.

The portable sheet or the fitted crib sheet must include printing that includes a safe sleep message. The printed safe sleep message shall be consistent with the most recent American Academy of Pediatrics recommendations and approved by the Department.

The Contractor shall ensure each package includes all items to meet the requirements as outlined herein and is delivered properly.

Once the Contractor receives an official purchase order, the Contractor shall ship each package to the local public health agency or other participating agency (located within the State of Missouri) listed on the purchase order.

The Contractor shall include on the shipping label the first initial and last name of the individual to receive the package as specified on the purchase order.

The Contractor shall have a tracking method available when shipping the packages.

The Contractor’s tracking method shall track each crib ordered and be able to provide a delivery confirmation.

The Contractor shall provide to the Department the tracking information to include the delivery confirmation for each crib ordered and shipped to the local public health agency or participating agency.

Product Requirements:

Estimated Quantities: The quantities indicated in this RFQ 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.

0. Contractor Sample Assurance: The Contractor shall agree that the product provided under contract shall conform to all mandatory specifications, terms, conditions, and requirements stated herein. Furthermore, if the product has been sample-tested, the Contractor shall agree that the same product submitted and passed sample-testing, and which passed sample-testing shall be provided to the state agency for the duration of the contract.

No substitutions of such product shall be made without the prior written approval of the Department. Only substitutes that are equivalent or better than such product, and equal to or less in price, shall be considered for approval.

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

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.

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.

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

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.

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 and/or services in accordance with the contracted delivery times stated herein or within a reasonable period of time, if a specific time is not stated to the Department upon receipt of an authorized purchase order or P-card transaction notice. 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.

Warranty Requirements:

The Contractor shall provide a minimum one (1) year warranty on the proposed cribs. The warranty shall commence upon delivery and acceptance of each crib to the requested local public health agency or other participating agency.

Support:

The Contractor must provide a toll-free customer service number for the crib recipient to call for questions regarding the crib and crib use. The customer service number must be operational during normal business hours (8:00 a.m. to 5:00 p.m. CST), at a minimum.

Reports Requirement:

Upon request, at no cost to the state, the contractor shall prepare and submit a written report on an annual basis indicating purchases made by the state agency under the contract. This report must at minimum show items by contract item number, respective volumes purchased for each item, respective contract price and extended contract price; an annual total by item and for all purchases must be shown. This report must be submitted to the Department at safecribs@health.mo.gov.

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 five (5) 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 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.

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.

Invoicing: The Contractor shall submit itemized invoice for delivered product based on firm, fixed pricing shown on the contract Pricing Page. The Contractor shall perform the services prior to invoicing the Department.

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

Missouri Department of Health and Senior Services Office of Genetics and Healthy Childhood P.O. Box 570 Jefferson City, MO 65102-0570 Email: GHCInvoices@health.mo.gov

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.

Each Contractor invoice must include the remittance address associated with the Contractor’s MissouriBUYS (WebProcure/Proactis) Vendor registration. The invoice number will be listed on the state’s EFT amendment record to enable the Contractor to properly apply state payments to invoices. The Contractor must comply with all other invoicing requirements stated in the RFQ.

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 itemized 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.

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 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 firm, fixed per unit rate stated on the Exhibit 3, Pricing Pages, which is attached hereto and incorporated by reference as if fully set forth herein.

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

****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 the Department.

Non-Discrimination and Affirmative Action:

The Contractor must comply with applicable federal and state laws and regulations addressing discrimination in employment.

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 10, Anti-Discrimination Against Israel Act Certification, which is attached hereto and incorporated by reference as if fully set forth herein.

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.

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 RFQ 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.

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 RFQ, 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, responses and related documents shall not be available for public review until after a contract is executed.

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.

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 bid included state preferences, the Contractor must comply with the rules applicable to those preferences including:

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;

Section 34.165 RSMo and 1 CSR 40-1.050 for Organizations for the Blind/Sheltered Workshops; and Section 34.350 to 34.359 RSMo for the Missouri Domestic Products Procurement Act.

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 RFQ (including all Exhibits and Attachments included in the RFQ) as amended by: RFQ amendment(s) issued prior to bid closing, and contract amendment(s);

the most current version of the Contractor’s response, state-requested clarification responses, and contract amendment responses; and 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 RFQ shall govern in the event of a conflict with the Contractor’s response.

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 State of Missouri 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 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”).

The Department will sign or “click-through” and accept agreements if required by the Contractor in order to receive software and/or 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 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.

Contract Period:

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

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.

Contract Pricing:

All prices shall be firm, fixed, and as indicated in the Exhibit 3, 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: 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 3, Pricing Pages.

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.

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.

Termination for Convenience:

The Department, in its sole discretion, may terminate the obligations of each party under this contract, in whole or in part, effective immediately upon providing written notification to the Contractor if:

State and/or federal funds are not appropriated, continued, or available at a sufficient level to fund this contract; or A change in federal or state law relevant to this contract occurs; or A material change of the parties to the contract occurs; or By request of the Contractor.

Each party under this contract may terminate the contract, in whole or in part, at any time, for its convenience without penalty or recourse by providing the following written notice.

The Department will provide written notice to the Contractor at least thirty (30) calendar days prior to the effective date of such termination.

The Contractor shall provide written notice to the Department at least sixty (60) 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.

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.

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, and the state shall not be liable for any costs associated with termination caused by lack of appropriations.

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.

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 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.

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 general public against any such loss, damage and/or expense related to his/her performance under the contract.

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.

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.

Subcontractors:

Any subcontracts for the products/services described herein must include appropriate provisions and contractual obligations to ensure the successful fulfillment of all contractual obligations agreed to by the Contractor and the State of Missouri and to ensure that the State of Missouri is indemnified, saved, and held harmless from and against any and all claims of damage, loss, and cost (including attorney fees) of any kind related to a subcontract in those matters described in the contract between the State of Missouri and the Contractor.

The Contractor shall expressly understand and agree that he/she shall assume and be solely responsible for 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 products/services in the contract shall in no way relieve the Contractor of the responsibility for providing the products/services as described and set forth herein.

The Contractor shall be responsible for ensuring that any subawardee(s) and/or subcontractor(s) are appropriately qualified and licensed or certified, as required by state, federal or local law, statute, or regulation, respective to the services to be provided through this contract. The Contractor shall make documentation of such licensure or certification available to the Department upon request.

The Contractor shall notify all subawardee(s) and/or subcontractor(s) of applicable Office of Management and Budget (OMB) administrative requirements, cost principles, other applicable federal rules and regulations, and funding source information as included herein.

Participation by Other Organizations:

The Contractor must comply with any Organization…