Workforce Purpose Alignment Initiative.docx

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State of Missouri

DEPARTMENT OF HEALTH AND SENIOR SERVICES

Invitation for Bid (IFB) for:

Workforce & Purpose Alignment Initiative

BID DUE NO LATER THAN: AT 3:00 PM CENTRAL TIME

Response should be submitted electronically through MissouriBUYS, powered by MOVERS, at https://missouribuys.mo.gov but may respond by hard copy (see mailing instructions below)

MAILING INSTRUCTIONS: Print or type IFB Number and Return Due Date (End Date) on the lower left hand corner of the envelope or package. Bids must be in the Department of Health and Senior Services office 920 Wildwood Dr., Jefferson City, MO 65109 by the end date and time.

IFB CONTACT INFORMATION:

PROCUREMENT OFFICER: Janett Walker

PHONE NO.: (573) 751-6032

EMAIL: Janett.Walker@health.mo.gov See “IFB 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 Health Transformation PO BOX 570, Jefferson City, MO 65102

ATTENTION:

1. After reviewing the Invitation for Bid (IFB), 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 IFB’s Vendor Response Exhibits, Vendors are encouraged to IMMEDIATELY begin securing these verifications.

3. The Vendor must be registered in MissouriBUYS , powered by MOVERS in a “Prospective” or “Spend Authorized” registration status to submit a response. The Vendor must achieve “Approved” registration status in MissouriBUYS (WebProcure/Proactis) and “Spend Authorized” registration status in MissouriBUYS, powered by MOVERS to be considered for a contract award. Reference Section 5.

IFB Organization:

IFB

Attachments

IFB 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 competitive, sealed bids for the provision of workforce and purpose alignment initiative services as set forth herein for Department of Health and Senior Services (hereinafter referred to as “Department/state agency”).

The workforce and purpose alignment initiative is to engage a qualified health economist to facilitate alignment of program, service, and resources for maximum health impact and responsible stewardship of public funds; to ensure decisions and investments are strategically guided by the Department’s mission, vision, and goals to better serve Missourians; and to strengthen workforce and purpose alignment by helping staff understand how their efforts contribute to shared priorities and improved population health outcomes.

Background and Historical Usage Information:

The Department is the state of Missouri’s public health authority with the mission to promote health and safety through prevention, collaboration, education, innovation and response.

Core services include disease and injury prevention, food and nutrition services, environmental health services, maternal and child health services, senior and disability services, vital records and statistics, and emergency preparedness and response.

The Department is an agency that employs data-driven and evidence-based strategies to meet the needs of Missourians and is seeking assistance in creating greater alignment and cohesion in its operations and services.

The impetus for the initiative is to create greater cohesion and alignment in operations and services to measurable health goals and outcomes.

IFB Questions:

Procurement officer is Single Point of Contact for Solicitation: Vendors and their agents (including subcontractors, employees, consultants, or anyone else acting on their behalf) must direct all of their questions or comments regarding the IFB, the evaluation, etc., to the procurement officer indicated on the first page of this IFB. It is preferred that questions be emailed to the procurement officer.

Except as noted herein, Vendors and their agents are instructed not to contact any other state employee regarding any of these matters during the solicitation and evaluation process. Inappropriate contacts are grounds for suspension and/or exclusion from specific procurements. Vendors can be sanctioned for unauthorized contact with any evaluator under 1 Code of State Regulation (CSR) 40-1.060(8)(G) and (H) available at http://www.sos.mo.gov/adrules/csr/csr.asp.

Vendor is Responsible for Asking Questions About the IFB: It is the Vendor’s responsibility to ask questions, request changes or clarifications, or otherwise advise the Department if the Vendor believes that any language, specifications, or requirements are: (1) ambiguous, (2) contradictory or arbitrary, (3) violate any state or federal law or regulation, (4) restrict or limit the requirements to a single source, or (5) restrict or limit the Vendor’s ability to submit a response.

Vendor Question Deadline: Every attempt shall be made to ensure that the Vendor receives an adequate and prompt response. However, in order to maintain a fair and equitable procurement process, all Vendors will be advised, via the issuance of an amendment to the IFB, of any relevant or pertinent information related to the procurement. All questions and issues should be submitted no later than ten (10) calendar days prior to the bid end date and time of the bid. If not received prior to ten (10) calendar days before the bid end date and time, the Department may not be able to fully research and consider the respective questions or issues.

State’s Response to Vendor Questions: Upon the Department’s consideration of questions and issues, if the Department determines that changes are necessary, the resulting changes will be included in a subsequently issued IFB amendment(s); if the Department determines the questions and issues did not provide further clarity to the IFB, the Department will notify the Vendor, and no IFB amendment will be provided. All Vendors will be advised of any change to the IFB’s language, specifications, or requirements by a formal amendment to the IFB. There will be no posted written records of the questions/communications (i.e., formal question/answer document).

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

Amendments:

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

Glossary of Terms and Acronyms:

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

General Glossary, Acronyms, and Abbreviations:

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 IFB to incorporate any informational data or requirements related to the performance requirements and/or specifications.

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

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 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, bidder, person, or organization who is a successful Vendor as a result of an IFB and who enters into a contract.

Exhibit applies to forms which are included with an IFB for the Vendor to complete and submit with their response prior to the specified end date and time.

Invitation for Bid (IFB) means the solicitation document issued by the Department to potential Vendors for the purchase of equipment, supplies, and/or services as described in the document. The definition includes the following sections: Introduction and Background Information; Scope of Work; Terms and Conditions (“terms and conditions” and “Terms and Conditions” are used interchangeably throughout the IFB); General Contractual Requirements; and Vendor Submission, Evaluation, and Award Information; and the IFB Vendor Response Exhibits, Attachments, and Amendments of the IFB.

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 IFB. The pricing pages must be completed and submitted by the Vendor with the response prior to the specified bid end date and time.

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.

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 IFB by submitting a bid with prices to provide the equipment, supplies, and/or services as required in the IFB 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 IFB.

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

SCOPE OF WORK SECTION

General Requirements:

The Contractor shall provide workforce and purpose alignment initiative services for the Department of Health and Senior Services 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 complete a background check to gain access to a Department email address and M365 license for each staff member providing work under this contract before any such work can begin. The Contractor will be responsible for the costs of the background check and the funds provided through this contract shall not be used for the background check.

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 work is supported by funds made available from the Centers for Disease Control and Prevention (CDC) of the U.S. Department of Health and Human Services (HHS), National Center for State, Tribal, Local, and Territorial Public Health Infrastructure and Workforce, through OE22-2203: Strengthening U.S. Public Health Infrastructure, Workforce, and Data Systems grant. The contents are those of the author(s) and do not necessarily represent the official views of, nor an endorsement, by CDC/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 Contact: Daniel Bogle Address: 912 Wildwood Dr, Jefferson City, MO 65202 Phone: (573) 522-2843 Email: Daniel.Bogle@health.mo.gov

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

Minimum Experience Requirements:

The Contractor’s service must meet or exceed the following minimum experience requirements at the time of bid submission and for the duration of the contract:

The Contractor shall have at least ten (10) years’ experience providing health economics and health systems transformation consultation or expertise.

At least two of those years shall be with a Missouri human services (health, mental health, social services) state government agency.

Personnel Qualifications:

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

Project Team:

The Contractor’s project team shall include personnel with a terminal degree in Economics (PhD).

The Contractor’s project team shall demonstrate experience of successfully designing and implementing innovative and transformational programs or services in a Missouri human services (health, mental health, social services) state government agency.

Contact Person: The Contractor shall designate a contact person who shall serve as the Contractor’s contact and shall be the liaison between the Contractor and the Department. By no later than five (5) state business days after authorization by the Department to proceed with services, the Contractor shall provide the Department with the name, address, email address, and telephone number of the Contractor’s contact person. The Contractor’s contact person shall (1) oversee all services being provided, (2) assume responsibility and liability for services performed per the contract, and (3) serve as the primary point of contact with the Department.

Technical Requirements:

The Contractor shall facilitate the identification of organizational goals that are measured through metrics and health outcomes that demonstrate the Department is effectively improving the health of Missourians.

The Contractor may utilize employee workgroups, interviews, or other means of collaboration with the Department’s employees to meet this deliverable.

Information gathering may occur in person or virtually, with some in person facilitation being highly desired.

The Contractor shall submit to the Department a report within six (6) months after the date of award. The report shall summarize the substantive progress for the completion of identifying goals, metrics, and outcomes.

If the report includes the completion of the identification of organizational goals requirement, then the Department will consider the report as the final report.

If the report does not include the completion of the identification of organizational goals requirement, then the Contractor shall submit to the Department a final report no later than November 30, 2027. The final report shall summarize the completion of identifying goals, metrics, and outcomes.

The Contractor shall conduct a comprehensive analysis of the Department’s programs, services, and spending patterns to connect functions and activities to identifying goals, metrics, and outcomes.

The comprehensive analysis shall consider methods of aligning the Department’s programs and services to unified goals that achieve a greater, sustainable impact on the public’s health.

The comprehensive analysis must also identify gaps and redundancies in the Department’s services and processes that can be strategically leveraged as opportunities to impact health outcomes.

The Contractor shall submit to the Department a comprehensive analysis report no later than November 30, 2027.

The Contractor shall make recommendations to the Department to align the Department’s programs and services to goals, metrics, and outcomes.

Recommendations shall include a Department-wide economic framework for guiding decision-making, resource prioritization, and alignment with the Department’s mission, vision, and goals.

Recommendations shall incorporate identifying goals, metrics, and outcomes including citations for the Department’s employee input and evidence of the validity of measurements.

The Contractor shall also incorporate strategies for aligning the Department’s employee activities and goals to enable organizational goals to help employees understand how their efforts contribute to shared priorities and improved population health outcomes.

Recommendations may include various strategies including but not limited to establishing performance standards and metrics, realigning organizational structures, implementing employee education and training programs, and instituting methods of sustaining goal alignment and measurement processes within the organization.

The Contractor shall submit to the Department a recommendations report no later than November 30, 2027.

If funding is available, the Department may exercise an option to renew. If the option to renew is exercised, the Contractor shall work with the Department to continue analysis and assist with strategies to implement the recommendations made to the Department to align the Department’s programs and services to goals, metrics, and outcomes.

Other Reporting and Recordkeeping Requirements:

Publicity: Any publicity release mentioning contract activities shall reference the contract number and the Department. Any publications, including audiovisual items produced with contract funds, shall give credit to the contract and the Department. The Contractor shall obtain approval from the Department prior to the release of such publicity or publications.

Notwithstanding subparagraph 1 of this section, in the event the Contractor is a university and intends to create a scholarly publication using materials created for the Department under this project, the Contractor shall provide the Department with the opportunity to review and to provide comment on the proposed publication. At the Department’s request, Contractor will insert a disclaimer in any publication that says the publication does not necessarily reflect the views or opinions of the Department. Any such publication created by the Contractor shall contain acknowledgment of the Department’s sponsorship as required by 48 CFR § 52.227-14(c).

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

Monitoring: The Department reserves the right to monitor the Contractor during the contract period to ensure financial and contractual compliance.

If the Department deems a Contractor to be high-risk, the Department may impose special conditions or restrictions on the Contractor, including but not limited to the following:

withholding authority to proceed to the next phase of the project until the Department receives evidence of acceptable performance within a given contract period;

requiring additional, more detailed financial reports or other documentation;

additional project monitoring;

requiring the Contractor to obtain technical or management assistance; or establishing additional prior approvals from the Department.

The Department may impose special conditions or restrictions at the time of the contract award or at any time after the contract award. The Department will provide written notification to the Contractor prior to the effective date of the high-risk status.

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

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.

Budget and Allowable Costs:

The Department will reimburse the Contractor for an amount not to exceed the total contract amount for only the allowable costs in the budget categories stated on the Pricing Page, Exhibit 3, which is attached hereto and is incorporated by reference as if fully set forth herein.

The Department reserves the right to reallocate or reduce contract funds at any time during the contract period due to underutilization of contract funds or changes in the availability of program funds. The Department will provide the Contractor with thirty (30) days prior written notification of any reallocation.

If the Contractor identifies specific needs within the Scope of Work, the Contractor may rebudget up to 10% of the total budget between object class categories of the budget without obtaining prior written approval of the Department. The Contractor and the Department must agree to a written contract amendment for any other rebudgeting.

Indirect costs

Indirect costs are those associated with the management and oversight of any organization’s activities and are a result of all activities of the Contractor. Indirect costs may include utilities, rent, administrative salaries, financial staff salaries, and building maintenance.

The Contractor shall not bill the Department for indirect costs that exceed the Contractor’s federally negotiated rate or, if no rate exists, then the Contractor shall not exceed 15% of the modified total direct costs as defined in 2 CFR § 200.1.

Modified Total Direct Cost Method (MTDC) means all direct salaries and wages, applicable fringe benefits, materials and supplies, services, travel, and up to the first $50,000 of each subaward (regardless of the period of performance of the subawards under the award). MTDC excludes equipment, capital expenditures, charges for patient care, rental costs, tuition remission, scholarships and fellowships, participant support costs, and the portion of each subaward in excess of $50,000. Other items may only be excluded when necessary to avoid a serious inequity in the distribution of indirect costs, and with the approval of the cognizant agency for indirect costs.

It is the Contractor’s responsibility to correctly apply the indirect rate to the applicable direct costs claimed on each invoice.

In the event the Contractor’s approved federally negotiated rate changes, the Contractor shall submit the new negotiated agreement to the Department at Procurement@health.mo.gov prior to submitting an invoice using the new rate.

The Contractor shall maintain records for salary and wages charged under the contract that accurately reflect the work performed.

The Contractor shall invoice and be reimbursed for actual and reasonable travel expenses either at the Contiguous US Per Diem Rates (CONUS) or the travel reimbursement rates set by the Contractor’s written travel policy, whichever is lower.

The Contractor must have the prior written approval of the Department for any travel related expenses which may exceed the CONUS rates.

The Contiguous US Per Diem Rates (CONUS) can be found by clicking on the link for “Per Diem Rates” at the following Internet address: http://www.gsa.gov.

The Contractor shall follow competitive procurement practices.

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 supplier 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 supplier registration with their current remittance address and ACH-EFT payment information at https://MissouriBUYS.mo.gov.

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

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 Attn: Daniel Bogle P.O. Box 570 Jefferson City, MO 65102-0570 Email: Daniel.Bogle@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 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 IFB.

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 Contractor shall submit the final itemized invoice within thirty (30) calendar days after the contract ending date. The Department shall have no obligation to pay any invoice submitted after the due date.

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.

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

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

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 reimbursement, the Department will provide the Contractor with written notice of the reason(s) for denial.

Notwithstanding any other payment provision of this contract, if the Contractor fails to perform required work or services, fails to submit reports when due, or is indebted to the United States government, the Department may withhold payment or reject invoices under this contract.

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 and reimbursements to the Contractor for all services and expenses shall not exceed the guaranteed not to exceed total price stated on the Exhibit 3, Pricing Pages.

If the Department used a federal grant to pay the Contractor, the Catalog of Federal Domestic Assistance (CFDA) number assigned to the grant and the dollar amount paid from the grant is available on the State of Missouri Vendor Services Portal under the Vendor Payment section at https://www.Vendorservices.mo.gov/Vendorservices/Portal/Default.aspx. The CFDA name is available at https://sam.gov/content/assistance-listings.

Other than the payments and reimbursements specified in the contract, no other payments or reimbursements 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 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.

Authorized Personnel/E-Verify:

The Contractor shall be responsible for assuring that all personnel 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; and documentation of such licensure or certification shall be made available upon request.

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

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

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

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

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 12, 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 IFB or resulting contract shall be in circuit court for Cole County, Missouri or the United States District Court for the Western District of Missouri, Central Division.

The Contractor and the state agree that if a dispute concerning the contract arises that the parties shall make an attempt to resolve the dispute through informal methods before initiating litigation.

The State of Missouri does not agree to any arbitration. The State of Missouri does not voluntarily agree to the payment of attorneys’ fees. The state may, but is not required to, mediate any dispute arising under the contract, and any Vendor provisions requiring mediation or dispute resolution processes shall not be binding upon the state.

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 IFB, 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

Taxes:

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

the most current version of the Contractor’s bid, 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 IFB shall govern in the event of a conflict with the Contractor’s response.

The Contractor shall agree to furnish all awarded 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 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 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 IFB.

The parties may renew the agreement for two (2) additional one-year periods if mutually agreed to by both parties. Such renewal shall be accomplished in writing and must be signed by both parties.

If the option for renewal is exercised, the Contractor shall agree that the prices for the renewal period shall not exceed the maximum price for the applicable renewal period stated on the Pricing Page Analysis of the contract.

If renewal prices are not provided, then prices during renewal periods shall be the same as during the original contract period.

In addition, the Contractor shall understand and agree that renewal period price increases specified in the contract are not automatic. At the time of contract renewal, if the Department determines funding does not permit the specified renewal pricing increase or even a portion thereof, the renewal pricing shall remain the same as during the previous contract period. If such action is rejected by the Contractor, the contract may be terminated, and a new bid process may be conducted. The Contractor shall also understand and agree the Department 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 bid process may be conducted.

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.

0.0.1 The Contractor understands and agrees that funds required to fund the contract must be appropriated by the General Assembly of the State of Missouri for…