002(FINAL) RFQ- Prescribed Burns.pdf

DNR 0000000018SL

State of Missouri Department of Natural Resources (DNR)

Damage Assessment and Restoration Division

Request for Quotation (RFQ) for Calico Creek Prescribed Burning (Goedeker and Ladd Properties)

SOLICITATION NO.: DNR 0000000018SL

ISSUE DATE: September 9, 2026 CONTRACT PERIOD: Notice of Award through One Year

QUOTES DUE DATE AND TIME: Friday, September 24 , 2026 AT 2:00 PM

CENTRAL TIME

Response should be submitted electronically through MissouriBUYS, powered by MOVERS, at https://missouribuys.mo.gov or emailed to amy.lloyd@dnr.mo.gov

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

RFQ CONTACT INFORMATION:

PROCUREMENT OFFICER: Amy Lloyd

PHONE NO.: (573) 751-9408

EMAIL: Amy.Lloyd@dnr.mo.gov

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

DELIVER SUPPLIES/SERVICES FREE ON BOARD (FOB) DESTINATION TO

THE FOLLOWING ADDRESS:

Missouri Department of Natural Resources

Att: Damage Assessment and Restoration Division P.O. Box 176

Jefferson City, MO 65102-1076

ATTENTION:

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

Signature Page and all other necessary exhibits.

2. Due to lead times for obtaining the information needed to complete the various Business Compliance

Exhibits herein as explained in the RFQ’s Vendor Response Exhibits, vendors are encouraged to IMMEDIATELY begin securing these verifications.

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

https://missouribuys.mo.gov/ mailto:amy.lloyd@dnr.mo.gov mailto:Amy.Lloyd@dnr.mo.gov

RFQ Organization:

R

FQ

S ec tio ns

Section 1 Introduction and Background Information Section Section 2 Scope of Work Section Section 3 Terms and Conditions Section Section 4 General Contractual Requirements Section Section 5 Vendor Submission, Evaluation, and Award Information Section

R

FQ

V en do r R es po ns e

Ex hi bi ts

(R et ur n th es e ex hi bi ts w ith th e bi d)

Exhibit A Bid Signature Page Exhibit B Bid Submittal Checklist Exhibit C Pricing Page Exhibit D Technical Bid- Experience of Organization and Past Performance Exhibit E Technical Bid- Methodology, Approach, and Work Plan Exhibit F Participation Commitment Exhibit G Documentation of Intent to Participate Exhibit H Missouri Service-Disabled Veteran Business Enterprise Preference

BUSINESS COMPLIANCE EXHIBITS

Exhibit J State of Missouri Tax Compliance Exhibit K Registration of Business Name with the Missouri Secretary of State Exhibit L Business Entity Certification, Enrollment Documentation, and Affidavit of

Work Authorization Exhibit M Services Outside the United States Exhibit N Employee/Conflict of Interest

R

FQ

A tta ch m en ts

Attachments (Separate Documents) (Do not return these documents with response) Attachment A Big River Restoration Plan and Environmental Assessment

Attachment B Calico Site Location Map

Attachment C Goedeker Forest Management Plan

Attachment D Ladd Forest Management Plan

Attachment E Calico Creek Prescribed Burning Map

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 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.

https://missouribuys.mo.gov/

1. INTRODUCTION AND BACKGROUND INFORMATION SECTION

1.1 Introduction:

1.1.1 Purpose: This document constitutes a request for quotation for the provision of approximately 400 acres of prescribed burning (370 woodland acres; 30 grassland acres) in accordance with Forest Management Plans for the Calico Creek Upland Restoration, Goedeker and Ladd properties as set forth herein for the Department of Natural Resources, Natural Resource Damage Assessment and Restoration Division (hereinafter referred to as “department”).

1.1.2 Minimum Experience Qualifications: There are minimum experience qualifications in the RFQ (See

Section 2.2, Minimum Experience Requirements in Section 2: Scope of Work).

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

1.2 Background and Historical Usage Information:

Pursuant to applicable regulations, the U.S. Department of the Interior, acting through the U.S. Fish and Wildlife Service (USFWS) and the State of Missouri, acting through the Missouri Department of Natural Resources (MoDNR), acting in their capacity as natural resource trustees (Trustees), have initiated natural resource damage assessment and restoration (NRDAR) processes at different sites throughout the Southeast Missouri Lead Mining District and have successfully recovered monetary damages to use to restore impacted natural resources and their services. The Trustees prepared the Restoration Plan and Environmental Assessment (RP/EA) for Restoration on the Big River at Calico Creek (Attachment A) to evaluate and select restoration actions along the Big River located in southeastern Missouri. The restoration actions are meant to compensate the public for natural resources injured and ecological services lost due to releases of hazardous substances, including heavy metals at and from mines, mills, smelters, and tailings impoundments of the Big River Mine Tailings and Southwest Jefferson County Lead Mine Superfund Sites within the Old Lead Belt of southeast Missouri.

The RP/EA selected Alternative E—Riparian Corridor, Floodplain, and Upland Restoration, Enhancement, and Conservation. As a part of this RP/EA, the Trustees have funded Upland Forest Restoration at the Calico Creek project site (Goedeker and Ladd properties) to benefit migratory birds, bats, and other terrestrial species.

The Goedeker and Ladd properties are situated at the confluence of Calico Creek and the Big River (Attachment B). They are adjacent properties, with Calico Creek running between them. Both properties’ forested areas have Ecological Site descriptions that include a mix of Chert Upland Woodland, Chert Exposed Backslope Woodland, and Shallow Dolomite Upland Glade/Woodland. In addition to stand thinning, as prescribed in the Forest Management Plans for the respective properties (Attachments C and D), the properties have been prescribed a burn plan to mitigate undesirable woody growth in the understory, promote nutrient cycling, and improve understory flora biodiversity (Attachment E).

More background information for the Big River at Calico Creek: Final Restoration Plan and Environmental Assessment can be found on the following website: Big River at Calico Creek: Final Restoration Plan and Environmental Assessment, Sept. 21, 2020 | Missouri Department of Natural Resources (mo.gov).

1.3 RFQ Questions:

1.3.1 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 https://dnr.mo.gov/document-search/big-river-calico-creek-final-restoration-plan-environmental-assessment-sept-21-2020 https://dnr.mo.gov/document-search/big-river-calico-creek-final-restoration-plan-environmental-assessment-sept-21-2020 https://dnr.mo.gov/document-search/big-river-calico-creek-final-restoration-plan-environmental-assessment-sept-21-2020 questions or comments regarding the RFQ, the evaluation, etc., to the procurement officer indicated on the first page of this RFQ. It is preferred that questions be emailed to the procurement officer.

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

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

1.3.3 Vendor Question Deadline: Every attempt shall be made to ensure that the vendor receives an adequate and prompt response. However, in order to maintain a fair and equitable procurement process, all vendors will be advised, via the issuance of an amendment to the RFQ, of any relevant or pertinent information related to the procurement. All questions and issues should be submitted no later than five

(5) calendar days prior to the bid closing date and time of the bids. If not received prior to five (5) calendar days before the bid closing date and time, the department may not be able to fully research and consider the respective questions or issues.

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

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

1.4 Amendments:

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

1.5 Glossary of Terms and Acronyms:

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

Term/ Acronyms Definition BA Basal Area (ft2) FSI Forest Stand Improvement TSI Timber Stand Improvement Rx Burn Prescribed Burn

1.5.2 General Glossary, Acronyms, and Abbreviations:

a) 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 http://www.sos.mo.gov/adrules/csr/csr.asp responsible for payment, unless otherwise specified herein. Note: The terms “department”, “state agency”, “state”, and “State of Missouri” are used interchangeably throughout the document and have the same meaning.

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

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

d) Procurement officer means the procurement staff member of the department.

e) Code of State Regulation (CSR) contains the current administrative rules of executive agencies of

Missouri government. The regulations are arranged by department rather than by subject.

f) 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.

g) Contractor means a supplier, bidder, person, or organization who is a successful vendor as a result of an

RFQ and who enters into a contract.

h) Exhibit applies to forms which are included with an RFQ for the vendor to complete and submit with their response prior to the specified closing date and time.

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

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

k) 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.

l) Pricing Page(s) applies to the form(s) on which the vendor must state the price(s) applicable for the equipment, supplies, and/or services required in the RFQ. The pricing pages must be completed and submitted by the vendor with the response prior to the specified response closing date and time.

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

n) Purchase Order means the authorized document issued by the department to the contractor indicating descriptions, quantities, and agreed prices for products and/or services.

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

p) Request For Quotation (RFQ) means the solicitation document issued by the department to potential vendors for the purchase of equipment, supplies, and/or services as described in the document. The definition includes the following sections: Introduction and Background Information; Scope of Work;

Terms and Conditions (“terms and conditions” and “Terms and Conditions” are used interchangeably throughout the RFQ); General Contractual Requirements; and Vendor Submission, Evaluation, and Award Information Section; and the RFQ Vendor Response Exhibits, Attachments, and Amendments of the RFQ.

q) RSMo (Revised Statutes of Missouri) refers to the body of laws enacted by the Legislature which govern the operations of all agencies of the State of Missouri. Chapter 34 of the statutes is the primary chapter governing the operations of the department.

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

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

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

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

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

1.6 Accuracy of Background Information:

1.6.1 Although an attempt has been made to provide accurate and up-to-date information, the State of Missouri does not warrant or represent that the background information provided herein reflects all relationships or existing conditions related to this RFQ.

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

2. SCOPE OF WORK SECTION

2.1 General Requirements:

2.1.1 The contractor shall provide prescribed burning services for the Department of Natural Resources, Natural Resources Damage and Assessment and Restoration Section in accordance with the provisions and requirements stated herein and to the sole satisfaction of the state agency.

2.1.2 There are two adjacent properties separated by Calico Creek where the services are to be provided

(Attachment B). The Goedeker property is located at 8200 Tar Blue Lane, De Soto, MO 63020. The Ladd property is located at 12840 Nickelson Road, De Soto, MO 63020. Prescribed burning services will be provided on an as needed, if needed, basis within several forested stands and grassland fields located on each property as depicted on the maps in the attached Forest Management Plans and Burn maps (Attachments C, D, E).

a) Contractors will perform prescribed burns during the nongrowing season (January 1 – March 31).

2.1.3 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.

2.2 Minimum Experience Requirements:

2.2.1 The contractor must meet or exceed the following minimum experience requirements at the time of bid submission and for the duration of the contract:

a) The contractor must have a minimum of (2) years of experience leading prescribed or controlled burns on both woodland and grassland burning. The contractor’s experience can be experience on personal, private or government owned property.

2.3 Technical Requirements: Experience of Organization:

a) Knowledge and experience using various prescribed burn ignition methods, drip torches, and sprayers.

b) Experience reading weather patterns to determine safe burning conditions.

c) Experience putting in fire breaks and developing contingency plans.

d) Frequent mowing or burning.

e) Chain and brush saws.

f) Experience using global positioning system (GPS) applications and geographical applications such as Google Earth, ArcGIS, or OnX.

g) Wildland Firefighter II certification is desirable but not required.

2.4 Technical Requirements: Methodology, Approach and Work Plan

2.4.1 The contractor must provide a detailed work plan for the prescribed burn units in Attachment E that follows the recommendations of the Forest Management Plans for the properties of Phil Goedeker and Max Ladd (Attachments C & D). The work plan must include the treatment plan, method, and approach for each property’s burn.

2.4.2 The contractor shall provide up to 370 and 30 acres of woodland and grassland prescribed burning services, respectively on an annual as needed basis. Acreage estimates may change based on observed conditions and vegetative responses.

2.4.3 The contractor shall complete prescribed burning according to the burn map (Attachment E). Upon completion of initial burn in winter/spring 2027, the department may elect to complete prescribed burning every 3-5 years contingent on vegetative responses.

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

2.4.5 The contractor must leave road conditions as found on the property. The contractor shall repair any ruts and/or road damage created as a result of implementing the services.

2.4.6 The work plan shall include periodic meetings with the department for progress updates.

2.5 Performance Requirements:

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

2.6 Other Requirements:

2.6.1 The contractor shall perform all services to the sole satisfaction of the department.

2.6.2 The contractor shall comply with the provisions of all applicable federal, state, county, and local laws, ordinances, regulations, and codes (including procurement of any required permits or certificates) in their respective performance there under including, but not limited to, the standards promulgated by the Occupational Safety and Health Administration (OSHA), National Fire Protection Association (NFPA), and other applicable codes including all life safety codes.

2.6.3 The contractor shall be held responsible for any and all damage to the facilities, lawns, trees, shrubs, other desired plants surrounding property and any parked vehicles resulting from improper use of tools, materials, chemical application, and equipment. Any damage caused by the contractor shall be repaired at no cost to the state agency.

2.6.4 The contractor must adhere to and observe the protective guidelines to mitigate impacts to Threatened or

Endangered Species associated with the Goedeker and Ladd properties. Each Forest Management Plan, Attachment C & D provide General Guidelines for Protection. The Endangered Species Act of 1973, local Missouri Department of Conservation Private Land Conservationists, and the Natural Resources Conservation Service are other resources to assist with determining requirements to mitigate impacts.

2.6.5 In the event of any excessive conditions that would prevent the contractor from completing services requested, the contractor shall notify the state agency to see what actions need to be taken or if services can be performed at another time mutually agreed upon by the contractor and the state agency. The contractor shall understand and agree that it is the responsibility of the contractor to make sure services can be performed and completed as requested before starting services.

2.6.6 The contractor shall not provide contract services on the following holidays unless prior approved by the state agency and property owner(s): Memorial Day, Independence Day, and Labor Day. The contractor shall provide all services between the hours of 4:00 a.m. and 10:00 p.m. Monday through Friday. All prescribed burning activities, including equipment work, shall be conducted in a professional manner in accordance with the highest standards appropriate to minimize damage to desirable trees, shrubs, other herbaceous plants, and surrounding property (e.g., structures, tree stands, etc.).

2.6.9 The contractor shall understand and agree that because the contractor was familiar with the Calico Creek restoration area and conditions that existed prior to award of the contract, the contractor shall not be relieved of the performance of the provisions and requirements specified herein.

2.7 State’s Obligations:

2.7.1 Project Managers: will be available by phone or email Monday-Friday 8a.m – 4:30p.m. Department staff will be periodically on-site to observe progress of the contract.

2.8 Reporting Requirements:

2.8.1 Periodic Reports: Post-burn reports must be submitted to the Department within fourteen (14) days of post-burn activities. In a scenario where meeting the deadline is not feasible (i.e., busy burning season), the contractor shall contact the Department with an updated timeline for delivering the report. Post-burn reports shall contain:

a) Number of acres burned on each property

b) Habitat type burned (grassland or forested)

c) Total number of acres burned to date with completion dates

d) Number of acres remaining to be burned (if any) with projected date(s) of completion.

e) Short debriefing of what went well, what did not, fire intensity/patchiness

f) Map outlining forest or grassland units that were burned

2.8.2 On a quarterly basis by no later than 30 calendar days after the end of the reporting period, the contractor shall provide the state agency with a progress report outlining the following:

a) The specific services performed and completed during the reporting period.

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

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

2.8.3 Contract Monitoring: The state agency reserves the right to monitor the contract throughout the effective period of the contract to ensure financial and contractual compliance. If the state agency determines the contractor to be at high-risk for non-compliance, the state agency shall have the right to impose special conditions or restrictions. Written notification will be provided to the contractor of the determination of high-risk and of any special conditions or restrictions to be imposed. The special conditions or restrictions may include, but not limited to, those conditions specified below:

a) Withholding authority to proceed to the next phase of the project until the state agency receives evidence of acceptable performance within a given contract period.

b) Requiring additional, more detailed documentation.

c) Additional contract monitoring.

d) Establishing additional prior approvals from the state agency.

2.8.4 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).

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

2.8.6 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.

2.8.7 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.

2.8.8 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.

2.9 Electronic Funds Transfer, Invoicing, and Payment Requirements:

2.9.1 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.

2.9.2 Invoicing: The contractor shall submit invoices following the completion of requested prescribed burning services. Invoices shall be due 14 days following the event in which the contractor provided services under the contract. The contractor shall perform the services prior to invoicing the department.

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

https://missouribuys.mo.gov/

Missouri Department of Natural Resources Natural Resource Damage Assessment & Restoration Section

PO Box 176 Jefferson City, MO 65102

b) The contractor shall use uniquely identifiable invoice numbers to distinguish an invoice from a previously submitted invoice and shall include on the invoice the remittance address listed in the contractor’s MissouriBUYS (WebProcure/Proactis) vendor registration.

c) 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.

2.9.3 Payment:

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

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

c) 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.

2.9.4 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.

a) 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.

b) 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.

c) 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.

2.10 Competitive Procurement Practices By Subrecipient:

2.10.1 In the event the contractor performs as a subrecipient, the contractor shall follow competitive procurement practices.

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

3. TERMS AND CONDITIONS SECTION

3.1 Applicable Laws and Regulations:

3.1.1 The contract shall be construed according to the laws of the State of Missouri. The contractor and the

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

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

3.2 Non-Discrimination and Affirmative Action:

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

3.3 Americans with Disabilities Act:

3.3.1 In connection with the furnishing of equipment, supplies, and/or services under the contract, the contractor and all subcontractors shall comply with all applicable requirements and provisions of the Americans with Disabilities Act (ADA); ADA is 42 U.S.C. section 1201, et seq.

3.4 Authorized Personnel/E-Verify:

3.4.1 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.

3.4.2 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.

3.4.3 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

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

3.5 Business Registration:

3.5.1 The contractor must meet the requirements for conducting business in the State of Missouri, prior to performance of services under the contract, and for the duration of the contract. The contractor must be registered and maintain good standing with the Secretary of State of the State of Missouri and other regulatory agencies, as may be required by law or regulations. Such business requirements for formation and operation include, but are not limited to, those in Chapters 347-359, RSMo.

3.6 Elected or Appointed Officials and Employees:

https://purch.oa.mo.gov/vendor-information/affidavit-work-authorization-annual-renewal https://purch.oa.mo.gov/vendor-information/affidavit-work-authorization-annual-renewal

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

3.7 Indemnification:

3.7.1 Unless expressly provided by Missouri law to the contrary, pursuant to the Constitution of the State of

Missouri, Article III, section 39, subsections 2 and 5, the state shall not indemnify, hold harmless, or agree in advance to defend, any person or entity.

3.8 Legal Proceedings:

3.8.1 For any legal action or other proceedings, per section 27.050 and section 27.060, RSMo, the Missouri

Attorney General is given the authority to represent the State of Missouri’s interests. The venue for any legal proceeding relating to or arising out of the RFQ or resulting contract shall be in circuit court for Cole County, Missouri or the United States District Court for the Western District of Missouri, Central Division.

3.8.2 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.

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

3.9 Invoicing and Payment:

3.9.1 Invoicing and payments must follow section 33.120, section 34.055, and section 8.960, RSMo. All payments shall be made in arrears, unless the requirements of 1 CSR 10-3.010 allow for advance payment of goods or services.

3.10 Non-Appropriation of Funds:

3.10.1 The contractor understands and agrees that funds required to fund the contract must be appropriated by the General Assembly of the State of Missouri for each fiscal year included within the contract period.

The contract shall not be binding upon the state for any period in which funds have not been appropriated, have been withheld, or have been restricted, and the state shall not be liable for any costs associated with termination caused by lack of appropriations or authority to spend. This includes, but is not limited to, the provisions of the Mo. Const. Article IV, sections 23, 27, 28 and in sections 33.030 and 33.065, RSMo and 1 CSR 10-3.010 (1)(B).

3.11 Work Outside the United States:

3.11.1 Unless work outside the United States is prohibited by the RFQ, any work performed outside of the

United States for the contract must comply with Executive Order 04-09.

3.12 Open Records:

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

3.13 Protests:

3.13.1 Any bid award protest must be received within ten (10) state business days after the date of award in accordance with the requirements of 1 CSR 40-1.050.

3.14 Record Access:

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

3.15 State Preferences:

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

a) Section 34.070 and section 34.073 RSMo for Missouri business preferences;

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

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

3.16 Taxes:

3.16.1 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*****

4. GENERAL CONTRACTUAL REQUIREMENTS SECTION

4.1 Contract Definition:

4.1.1 A binding contract shall consist of the following documents:

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

b) the most current version of the contractor’s response, state-requested clarification responses, and contract amendment responses; and

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

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

4.1.3 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.

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

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

4.1.6 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”).

4.1.7 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.

4.2 Contract Amendment:

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

4.3 Contract Period:

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

4.3.2 Renewal Option(s): The department shall have the right, at its sole option, to renew the contract for four

(4) additional one-year period(s), or any portion thereof. In the event the department exercises such right, all terms and conditions, requirements and specifications of the contract shall remain the same and apply during the renewal period, pursuant to applicable option clauses of this document.

4.4 Contract Pricing:

4.4.1 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.

4.4.2 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 C, Pricing Pages.

a) If renewal prices are not provided with the accepted response, then prices during the renewal period shall be the same as the original contract period pricing.

b) In addition, the contractor shall understand and agree that any renewal period increases specified in the contract are not automatic. At the time of contract renewal, if the state determines funding does not permit the specified renewal pricing increase or even a portion thereof, the renewal pricing shall remain the same as during the previous contract period. If such action is rejected by the contractor, the contract may be terminated, and a new procurement process may be conducted. The contractor shall also understand and agree the state may determine funding limitations necessitate a decrease in the contractor’s pricing for the renewal period(s). If such action is necessary and the contractor rejects the decrease, the contract may be terminated, and a new procurement process may be conducted.

4.5 Termination for Convenience:

4.5.1 The department reserves the right to terminate the contract at any time, for the convenience of the State of

Missouri, without penalty or recourse, by giving written notice to the contractor at least thirty (30) calendar days prior to the effective date of such termination. The contractor shall be entitled to receive compensation for services and supplies delivered to and accepted by the State of Missouri pursuant to the contract prior to the effective date of termination.

4.5.2 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.

4.6 Cancellation for Breach of Contract:

4.6.1 In the event of material breach of 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.

4.6.2 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.

4.6.3 If the department cancels the contract for breach, the department reserves the right to obtain the equipment, supplies, and/or services to be provided pursuant to the contract from other sources and upon such terms and in such manner as the department deems appropriate and charge the contractor for any additional costs incurred thereby.

4.6.4 The contractor understands and agrees that funds required to fund the contract must be appropriated by the General Assembly of the State of Missouri for each fiscal year included within the contract period.

The contract shall not be binding upon the state for any period in which funds have not been appropriated, and the state shall not be liable for any costs associated with termination caused by lack of appropriations.

4.7 Contract Assignment:

4.7.1 Any contract assignment, except as noted below, shall require prior written consent by the state, which shall not be unreasonably withheld. However, the contractor may assign the contract without the state’s prior consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, contingent upon the assignee agreeing to be bound by all of the terms of the contract with the State of Missouri and all past due fees are paid in full. The contractor must notify the department of all contract assignments, which shall be addressed in a contract amendment. Any other means of assignment shall be void and of no effect. Subject to the foregoing, the contract shall bind and inure to the benefit of the parties, their respective successors, and permitted assigns.

4.8 Contractor Liability:

4.8.1 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.

4.8.2 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.

4.8.3 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.

4.8.4 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); or (2) economic consequential damages (including lost profits or savings) or incidental damages, even if the contractor is informed of their possibility.

4.9 Insurance:

4.9.1 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 department must be notified at least thirty (30) calendar days prior to such cancellation.

4.9.2 Evidence of Insurance: The contractor shall provide written evidence of the insurance to the department prior to performance under the contract. Such evidence shall include, but shall not necessarily be limited to: effective dates of coverage, limits of liability, insurer’s name, policy number, endorsement for the non-professional liability insurance naming the State of Missouri as an additional insured, endorsement by representatives of the insurance company, etc. The contract number must be identified on the evidence of insurance coverage. Evidence of self-insurance coverage or of another alternate 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.

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

4.10 Single Point of Contact and Responsibility:

4.10.1 The contractor shall be the single point of contact and shall be responsible for the contract regardless of any subcontract arrangements.

4.11 Contractor Status:

4.11.1 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.