STATE 0000000450SL Rainbow Trout.docx

State of Missouri Office of Administration, Division of Purchasing

Request for Proposal (RFP) for Rainbow Trout

PROPOSAL DUE NO LATER THAN: July 31, 2026 AT 2:00 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: Ann Perkins

PHONE NO.: (573) 522-1308

EMAIL: Ann.Perkins@oa.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:

Missouri Department of Conservation Various Hatchery Locations throughout the State of Missouri

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

RFP Attachments

Attachments (Separate Documents) (Do not return these documents with response)

Separate Documents: The vendor is advised that the separate documents to this document referenced above provide additional requirements, information, and/or instruction. The separate documents must be downloaded from the Division of Purchasing’s MissouriBUYS, powered by MOVERS, website at: https://missouribuys.mo.gov/. The separate documents are downloadable from the same web page where the solicitation document is downloadable. It shall be the sole responsibility of the vendor to obtain each of the separate documents. 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 documents.

1. INTRODUCTION AND BACKGROUND INFORMATION SECTION

Introduction:

Purpose: This document constitutes a request for competitive, sealed proposals for the provision of rainbow trout as set forth herein for the Missouri Department of Conservation (MDC) (hereinafter referred to as “state agency”).

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 following information represents background information and historical usage from the current contract, CC240236001, for fiscal years 2024 through 2026. 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 current contract exists for the products being obtained via this RFP. A copy of the contract can be viewed and printed from the Division of Purchasing Awarded Bid & Contract Document Search System located on the Internet at: https://purch.oa.mo.gov/bidding-contracts/awarded-bid-contract-document-search. In addition, all proposal and evaluation documentation leading to the award of that contract may also be viewed and printed from the Division of Purchasing’s Awarded Bid & Contract Document Search System. Please reference the Bid number RFPC30034902400236 or the contract number CC240236001 when searching for these documents.

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.

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.

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 Division of Purchasing if the vendor believes that any language, specifications, or requirements are: (1) ambiguous, (2) contradictory or arbitrary, (3) violate any state or federal law or regulation, (4) restrict or limit the requirements to a single source, or (5) restrict or limit the vendor’s ability to submit a 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 Division of Purchasing may not be able to fully research and consider the respective questions or issues.

State’s Response to Vendor Questions: Upon the Division of Purchasing’s consideration of questions and issues, if the Division of Purchasing 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 State’s Only Official Position: The only official position of the State of Missouri shall be that which is contained in the RFP and any amendments thereto.

Amendments:

If the Division of Purchasing 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 Division of Purchasing (Purchasing). 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 provide rainbow trout (Oncorhynchus mykiss) for MDC in accordance with the provisions and requirements stated herein and to the sole satisfaction of the state agency.

The contractor must comply with all mandatory requirements and specifications presented herein pertaining to the provision of rainbow trout (Oncorhynchus mykiss).

All rainbow trout provided must not be contaminated with substances hazardous to human health.

All rainbow trout provided must have normal coloration. Golden or other color variations will not be accepted.

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

Rainbow Trout Hatchery Locations:

Upon receipt of a properly executed purchase order or an authorization to deliver, rainbow trout shall be delivered to following state agency hatchery addresses:

Missouri Department of Conservation Maramec Spring Hatchery 21304 Maramec Spring Drive St. James, MO 65559

Rainbow Trout Requirements:

Size Requirements:

The contractor shall provide live rainbow trout that measure at least a minimum of 9 inches and no more than a maximum of 16 inches in length and must average .75 pounds.

State agency personnel shall be present for each delivery to confirm that the average size of the rainbow trout provided is 12.0 inches and that the average weight is 0.75 pounds.

The contractor shall understand that deliveries in which more than 10% of the fish are less than 10.0 inches/0.60 lbs. or more than 10% of the fish are larger than 14.0 inches/1.0 lbs. shall not be accepted, even if the delivery consists of the proper quantity of fish.

The contractor shall understand that deliveries in which the above size requirements are not met will not be accepted by the state agency.

Source and Certifications of Rainbow Trout:

The contractor must provide rainbow trout that are disease free and in good condition at the time of stocking.

According to rule 3 CSR 10-9.645 (3, A) of the Missouri Wildlife Code, the immediate source of the trout to be stocked must be currently certified as negative for the following:

0. viral hemorrhagic septicemia;

0. infectious pancreatic necrosis;

0. infectious hematopoietic necrosis;

0. Myxobolus cerebralis;

0. Salmincola spp. (Exception: this requirement will not apply to trout stocked from a trout production facility contiguous with the licensed trout fishing area.); and

0. Other diseases which may threaten fish stocks within the state.

The immediate source of trout must have been certified negative for the previous three (3) consecutive years and must not pose a threat of introducing unwanted species.

Certification will only be accepted from federal, state, or industry personnel approved by the department and only in accordance with provisions of fish importation permit regulations (see 3 CSR 10-9.110(4)). Trout must have been certified disease free to meet specifications no more than three (3) years prior to the award of the contract.

Upon renewal of the contract, the contractor must provide the state agency a copy of the most recent annual Fish Health Certification sixty (60) days prior to the first scheduled delivery date and/or when the contractor has a change in the rainbow trout source.

Estimated Quantities: The quantities indicated in this RFP are estimates that pertain to the total aggregate quantities that may be ordered throughout the stated contract period. The estimates do not indicate single order amounts unless otherwise stated. The State of Missouri makes no guarantees about single order quantities or total aggregate order quantities.

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

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 Division of Purchasing shall be the final authority as to acceptability of any proposed substitution.

Any item substitution shall require a formal contract amendment authorized by the Division of Purchasing 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/Stocking Schedule:

The contractor and/or the contractor's subcontractor(s) shall deliver products in accordance with the contracted delivery times stated. 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 state agency.

The contractor shall stock rainbow trout during the months of May through August and upon receipt of a properly executed purchase order or authorization to deliver.

The contractor shall deliver rainbow trout to the hatcheries between 8:00 a.m. and 4:00 p.m., Monday through Friday. Vehicle access to the park pond must be discussed with the program coordinator prior to delivery. The state agency is not liable for any towing charges, damages to delivery vehicles, damages to public or private property, or other damages and non-contracted costs incurred by the contractor or their drivers.

The state agency program coordinator and contractor must mutually agree upon a stocking date and time at least two (2) weeks prior to stocking. The contractor must strictly adhere to the agreed upon stocking dates, times, and quantities.

The contractor shall provide sufficient equipment and labor to safely stock rainbow trout. Equipment supplied by the contractor must include: stocking truck, pumps, gas, and hoses for tempering. Truck water temperatures must be equalized to within five degrees Fahrenheit (5°F) of the pond temperature at time of stocking.

Three (3) days prior to delivery, the contractor shall submit by e-mail a completed Attachment 1, Fish Transfer Information Sheet.

The contractor shall not load rainbow trout prior to 8:00 a.m. the day before delivery. Rainbow trout loaded prior to 8:00 a.m. the day before delivery may be refused. Attachment 2, Trout Purchase Delivery Loading Form shall be provided to the contractor for completion of the specific rainbow trout loading weights per truck compartment and the time the rainbow trout was loaded.

Prior to unloading, the contractor’s delivery person will sign the completed Attachment 2, Trout Purchase Delivery Loading Form, testifying to the accuracy of the information provided. The state agency may weigh or count the entire load or randomly sample-weigh or count one or more compartments to verify that the average length of the rainbow trout is 12 inches or if 10% is less than 9 inches or more than 14 inches. The contractor’s delivery person shall assist with any load checking and serve as the contractor’s witness to the procedures used and the results obtained.

Changes to the agreed upon stocking date must be reported to the program coordinator within five days of the scheduled stocking date. Failure to notify the program coordinator of delays of more than two hours or cancellations will result in a five percent (5%) deduction on the applicable outstanding invoice. Un-excused cancellations or delays may result in termination of the contract. Equipment breakdowns or accidents enroute from source of fish to the ponds are exceptions and will be excused. However, the contractor or his driver must notify the program coordinator as soon as the emergency occurs.

The program coordinator will decide if canceled deliveries will be rescheduled. Deliveries which are more than two weeks after the original stocking date may be dropped, or the program coordinator may purchase the scheduled quantity of rainbow trout from an alternate supplier. Additional cost incurred by the state agency associated with such emergency purchases will be deducted from the contractors’ outstanding invoice associated with the specific order.

Rainbow trout must be delivered in an unmarked, viable condition. The program coordinator or his/her representative has the authority to reject all or part of a load of rainbow trout at the delivery site. Allowable mortality will be 3% of the number stocked. Refused loads or instances of total mortality greater than 10% may result in cancellation of the contract. Cause of delayed mortality will be determined by the Department Aquatic Animal Health Specialist or Hatchery Manager. The contractor's mortality guarantee must extend seven days beyond each stocking date.

The state agency shall determine if the contractor shall be required to deliver additional rainbow trout to replace the mortality losses or if the value of dead fish will be deducted from the contractor’s outstanding invoice. Large losses may necessitate an additional stocking. The determination of the amount of mortality shall be made by the state agency. Data will be retained to verify numbers to the contractor.

Bio-Security Measures:

The contractor’s rainbow trout transport trucks shall be power washed and disinfected upon arrival at the hatcheries at a designated cleaning site. Prior to loading rainbow trout, the contractor shall properly disinfect their rainbow trout transport truck by power washing followed by Virkon Aquatic 0.5% or 200 ppm chlorine bleach solution sprayed inside the holding tank, on nets and through hoses. External surfaces may be further cleaned with 200 ppm chlorine bleach. After disinfection, all equipment shall be thoroughly rinsed with clean water.

The contractor shall provide the following zebra mussel prevention treatment for each load of rainbow trout: Potassium Chloride (KCL) and Formalin, consisting of a one (1)-hour pre-treatment of fish and hauling truck water with 750 ppm KCL, followed by a two (2)-hour treatment with 25 ppm formalin treatment (during transport).

If the contractor’s source of rainbow trout is from waters known to support populations of the parasitic copepod (Salminicola spp), the contractor shall arrange travel routes for transport of rainbow trout to avoid crossing the following streams:

Current River and its tributaries;

Little Piney Creek, Spring Creek and Mill Creek in Phelps County;

North Fork of the White River in Ozark County;

Blue Spring Creek in Crawford County;

Niangua River below Bennett Spring;

Hickory Creek in Newton County;

Capps Creek in Newton and Lawrence counties:

Crane Creek in Stone County;

Lake Taneycomo;

Eleven Point River;

Barren Fork Creek in Shannon County;

Stone Mill Spring Branch near Ft. Leonard Wood; and Roaring River in Barry County

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 final payment by the state agency/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 (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 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 of the state agency hatchery to which the rainbow trout was delivered.

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 be on the contractor’s original descriptive business invoice form and must contain a unique invoice number and the remittance address included in the contractor’s MissouriBUYS (WebProcure/Proactis) vendor registration. The invoice number will be listed on the state’s EFT addendum record to enable the contractor to properly apply state payments to invoices. The contractor must comply with all other invoicing requirements stated in the 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 30 calendar days. All invoices for rainbow trout purchased by the State of Missouri shall be subject to late payment charges as provided in section 34.055, RSMo.

Any changes to the acceptable stock of rainbow trout will result in a five percent (5%) deduction on the outstanding invoice. In the event the loss is determined to be less than 5% value of the applicable invoice, the state agency reserves the right to reduce the amount of reduction to compensate for the difference.

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 rainbow trout 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.

The contractor may obtain detailed information for payments issued for the past 24 months from the State of Missouri’s central accounting system (SAM II) on the Vendor Services Portal at:

https://www.vendorservices.mo.gov/vendorservices/Portal/Default.aspx

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

All rainbow trout which do not comply with the specifications and/or requirements or which are otherwise unacceptable or determined mortal may be rejected by the state. In addition, all rainbow trout which are discovered to not conform to any requirements of the contractor upon inspection (or at any later time if the deficiencies 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 rainbow trout shall not exclude any other legal, equitable or contractual remedies the state may have.

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.

Other than the payments specified in the contract, no other 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 Purchasing.

Non-Discrimination and Affirmative Action:

0.0.1 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 Division of Purchasing an updated Exhibit K, Anti-Discrimination Against Israel Act Certification.

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).

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 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 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 Division of Purchasing’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 specified in the contract, at the prices quoted therein.

A notice of award issued by the State of Missouri does not constitute an authorization for shipment of equipment or supplies or a directive to proceed with services. Before providing products for the State of Missouri, the contractor must receive a properly authorized purchase order or other form of written authorization to proceed from the state, such as an order form, (in addition to the Division of Purchasing’s “notice of award”).

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 Division of Purchasing prior to the effective date of such change. No other means shall be used or construed as an amendment or modification to the contract.

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 Division of Purchasing 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 Division of Purchasing 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: If the option for renewal is exercised by the Division of Purchasing, 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 C, Pricing Pages.

If renewal prices are not provided with the accepted proposal, 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 Division of Purchasing 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 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.

Cancellation for Breach of Contract:

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

If the Division of Purchasing cancels the contract for breach, the Division of Purchasing 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 Division of Purchasing deems appropriate and charge the contractor for any additional costs incurred thereby.

0.0.2 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 Division of Purchasing of all contract assignments, which shall be addressed in a contract amendment. Any other means of assignment shall be void and of no effect. Subject to the foregoing, the contract shall bind and inure to the benefit of the parties, their respective successors, and permitted assigns.

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. General and other non-professional liability insurance shall include an endorsement that adds the State of Missouri as an additional insured. Self-insurance coverage or another alternative risk financing mechanism may be utilized provided that such coverage is verifiable and irrevocably reliable and the State of Missouri is protected as an additional insured. In the event any insurance coverage is cancelled, the state agency must be notified at least thirty (30) calendar days prior to such cancellation.

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

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…