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State of Missouri

DEPARTMENT ELEMENTARY

AND SECONDARY EDUCATION (DESE)

Request for Quotation (RFQ) for Special Acres Mobile Classroom Lease

SOLICITATION NO.: DESE0000000003SL

ISSUE DATE: December 29, 2025 CONTRACT PERIOD: July 1, 2026 to June 30, 2027

TARGET DATE AND TIME: January 12, 2026, AT 2:00 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 RFQ Number and Return Target Date on the lower left-hand corner of the envelope or package. Bids should be in the Department of Elementary and Secondary Education office by the target date and time.

(U.S. Mail) RETURN BID TO: Attn: Karson Bennett Department of Elementary and Secondary Education 205 Jefferson Street, Floor 8 Jefferson City, MO 65101

OR EMAIL TO: Karson.Bennett@dese.mo.gov

RFQ CONTACT INFORMATION:

PROCUREMENT OFFICER: David Percival

PHONE NO.: (573) 522-6545

EMAIL: David.Percival@dese.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:

Department of Elementary and Secondary Education

Missouri School for the Severely Disabled Special Acres State School

519 Eighth Street Park Hill, MO 63601 https://missouribuys.mo.gov/

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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.

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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 Domestic Products Procurement Act (Buy American) Preference Exhibit E Participation Commitment Exhibit F Documentation of Intent to Participate Exhibit G Missouri Service-Disabled Veteran Business Enterprise Preference Exhibit H Mobile Classroom Floor Plans – Including locations of all utilities Exhibit I Site Preparation Needs

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 Employee/Conflict of Interest

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1. INTRODUCTION AND BACKGROUND INFORMATION SECTION

1.1 Introduction:

1.1.1 Purpose: This document constitutes a request for quotation for the provision of leasing a temporary mobile classroom at Special Acres School for Severely Disabled within the Department of Elementary & Secondary Education (hereinafter referred to as “department”) in accordance with the requirements and provisions stated herein.

1.1.2 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 RFQ Questions:

1.2.1 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 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.

1.2.2 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.

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

1.2.4 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).

1.2.5 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.

1.3 Amendments:

1.3.1 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 end date and time.

1.4 Glossary of Terms and Acronyms:

http://www.sos.mo.gov/adrules/csr/csr.asp

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

1.4.2 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 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 end 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 end 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.

1.5 Accuracy of Background Information:

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1.5.1 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****

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2. SCOPE OF WORK SECTION

2.1 General Requirements:

2.1.1 The contractor shall provide a 24 x 60 Doublewide Mobile Classroom/Office, not older than 5 years old, for Special Acres School for the Severely Disabled located at 519 Eighth Street, Park Hills, MO 63601, in accordance with the provisions and requirements stated herein and to the sole satisfaction of the department.

2.1.2 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 Product Requirements:

2.2.1 The mobile classroom must be a 24 x 60 Doublewide, handicapped accessible with a floor plan for 2 classrooms, 1 restroom and 2 exit doors.

The mobile classroom must have hard surface flooring, and the interior walls must have a washable surface.

The mobile classroom must include the following: HVAC for heating and cooling, Aluminum Switchback ADA Ramp with rails for both exit doors, vinyl skirting, and electrical hook-ups and plumbing.

The contractor shall schedule, transport and set-up the mobile classroom at the prepared site location within 90 days of receipt of authorized purchase order.

2.2.2 Within 30 days of the end of the lease, the contractor shall schedule and remove the mobile classroom from the school location.

2.2.3 Delivery Requirements: Upon receipt of an authorized purchase order or P-card transaction notice, the contractor and/or the contractor's subcontractor(s) shall deliver the mobile classroom within the contracted delivery times stated herein to 519 Eighth Street, Park Hills, MO 63601.

2.3 Maintenance/Support Requirements:

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

2.3.2 Replacement of Damaged Product: The contractor shall repair or replace any item or components received in damaged condition at no cost to the State of Missouri. This includes all delivery/transportation costs for returning non-functional items to the contractor for replacement.

2.4 Installation Requirements:

2.4.1 The contractor shall set, level and anchor the mobile classroom at the prepared site location.

2.4.2 Ramp and Vinyl skirting must be installed and dismantled.

2.5 State’s Obligations:

2.5.1 The department will prepare the site and foundation for the mobile classroom. The department will hook up electrical, sewer.

2.6 Retention of Records and Documents:

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2.6.1 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.

2.7 Electronic Funds Transfer, Invoicing, and Payment Requirements:

2.7.1 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.

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

a. The contractor shall invoice the department on the contractor’s original descriptive business invoice form and submit the invoice to Dese.MSSDBusinessServices@dese.mo.gov.

b. The contractor shall submit the final invoice within thirty (30) calendar days after the end of the contract. The Department shall have no obligation to pay any invoice submitted after the due date.

c. 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.

d. Each contractor invoice must be on the contractor’s original descriptive business invoice form and must contain a unique invoice number and the remittance address included in the contractor’s MissouriBUYS (WebProcure/Proactis) vendor registration. The invoice number will be listed on the state’s EFT addendum record to enable the contractor to properly apply state payments to invoices. The contractor must comply with all other invoicing requirements stated in the RFQ.

e. 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.

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

2.7.3 Payment:

a. Payments are due upon receipt of a valid invoice, payable in 45 calendar days. All invoices for equipment, supplies, and/or services purchased by the State of Missouri shall be subject to late payment charges as provided in section 34.055, RSMo.

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

mailto:Dese.MSSDBusinessServices@dese.mo.gov

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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.

2.7.4 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.

2.7.5 If the department denies a request by the contractor for payment or reimbursement, the department will provide the contractor with written notice of the reason(s) for denial.

2.7.6 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.

2.7.7 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 C, Pricing Pages.

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

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

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

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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

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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.

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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;

and

d. Section 34.350 to 34.359 RSMo for the Missouri Domestic Products Procurement Act.

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*****

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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 “purchase order”.

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 products specified in the contract, at the prices quoted therein.

4.1.6 Before providing products for the State of Missouri, the contractor must receive a properly authorized purchase order or other form of written authorization to proceed from the state, such as an order form.

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 two 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.

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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.

4.6 Cancellation for Breach of Contract:

4.6.1 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.

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

Solicitation: DESE0000000003SL Page 15 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.

a. 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.

b. 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.

c. 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.

4.10 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. The contractor shall assume all legal and financial responsibility for salaries, taxes, FICA, employee fringe benefits, workers compensation, employee insurance, minimum wage requirements, overtime, etc.

4.12 Subcontractors:

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

4.12.2 The contractor shall expressly understand and agree that he/she shall assume and be solely responsible for all legal and financial responsibilities related to the execution of a subcontract.

4.12.3 The contractor shall understand and agree that utilization of a subcontractor to provide any of the products/services in the contract shall in no way relieve the contractor of the responsibility for providing the products/services as described and set forth herein.

4.12.4 Pursuant to subsection 1 of section 285.530, RSMo, no contractor or subcontractor shall knowingly employ, hire for employment, or continue to employ an unauthorized alien to perform work within the state of Missouri. In accordance with sections 285.525 to 285.550, RSMo, a general contractor or subcontractor of any tier shall not be liable when such contractor or subcontractor contracts with its direct subcontractor who violates subsection 1 of section 285.530, RSMo, if the contract binding the contractor and subcontractor affirmatively states that:

a. The direct subcontractor is not knowingly in violation of subsection 1 of section 285.530, RSMo, and shall not henceforth be in such violation.

b. The contractor or subcontractor receives a sworn affidavit under the penalty of perjury attesting to the fact that the direct subcontractor’s employees are lawfully present in the United States.

4.13 Substitution of Personnel:

4.13.1 The contractor agrees and understands that the State of Missouri's agreement to the contract is predicated in part on the utilization of the specific key individual(s) and/or personnel qualifications identified in the solicitation. Therefore, the contractor agrees and understands that any substitution of the specific key individual(s) and/or personnel qualifications identified in the solicitation must be with individual(s) of equal or better qualifications than originally proposed.

4.14 Coordination:

4.14.1 The contractor shall fully coordinate all contract activities with those activities of the department. As the work of the contractor progresses, advice and information on matters covered by the contract shall be made available by the contractor to the department throughout the effective period of the contract.

4.15 Inventions, Patents, and Copyrights:

4.15.1 If any copyrighted material is developed as a result of the 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.

4.16 Force Majeure:

4.16.1 Neither the state nor the contractor shall be liable to the other for any failure or delay of performance of any obligations hereunder when such failure or delay shall have been wholly or principally caused by acts or events beyond the state’s or contractor’s reasonable control. Both parties shall make all reasonable efforts to remove or eliminate such a cause of delay or default. Any party must give written notice of any

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Force Majeure event to the other party within a reasonable time period after its occurrence in order to receive the liability protections of this paragraph.

4.17 Actions, Suits, or Proceedings:

4.17.1 The contractor must notify the State of Missouri immediately if the contractor becomes aware of any action, suit, or proceeding, pending or threatened that will have a material adverse effect on contractor’s ability to fulfill the obligations under the contract. The contractor’s public filings with the United States Securities and Exchange Commission (SEC) shall meet the notice requirement set forth herein.

4.17.2 Upon filing for any bankruptcy or insolvency proceeding by or against the contractor, whether voluntary or involuntary, or upon the appointment of a receiver, trustee, or assignee for the benefit of creditors, the contractor must notify the department immediately.

4.18 Warranties and Representations:

4.18.1 The contractor expressly warrants that all equipment, supplies, and/or services provided shall:

a. Conform to each and every specification, drawing, sample or other description which was Furnished to or adopted by the department,

b. Be fit and sufficient for the purpose expressed in the RFQ,

c. For any goods provided, be merchantable,

d. Be of good materials and workmanship, and

e. Be reasonably free from defect.

4.18.2 Such warranty shall survive delivery and shall not be deemed waived either by reason of the state's acceptance of or payment for said equipment, supplies, and/or services.

4.19 Conflict of Interest:

4.19.1 The contractor agrees that during the term of the contract neither the contractor nor any of its employees or subcontractors shall acquire any other contractual relationships which create any actual or perceived conflict of interest.

4.20 Remedies and Rights:

4.20.1 No provision in the contract shall be construed, expressly or implied, as a waiver by the State of Missouri of any existing or future contractual right and/or contractual remedy available by law in the event of any claim by the State of Missouri of the contractor's default or breach of contract.

4.20.2 The contractor understands and agrees that the contract shall constitute an assignment by the contractor to the State of Missouri of all rights, title and interest in and to all causes of action that the contractor may have under the antitrust laws of the United States or the State of Missouri for which causes of action have accrued or will accrue as the result of or in relation to the particular equipment, supplies, and/or services purchased or procured by the contractor in the fulfillment of the contract with the State of Missouri.

4.20.3 The contractor understands and agrees that the state reserves the right to consider the contractor’s failure to perform requirements and commitments specified in the contract in future procurement evaluations.

4.21 Communications and Notices:

4.21.1 Any notice to the contractor shall be deemed sufficient when deposited in the United States mail postage prepaid, transmitted by facsimile, transmitted by e-mail, or hand-carried and presented to an authorized employee of the contractor.

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4.22 Survivability of Terms:

4.22.1 The contractual provisions as to definitions, indemnity, warranties, confidentiality, ownership, transition, data, security, examination and auditing, third party use, licenses, liability, insurance, governing law, venue, remedy, and assignment shall survive any payment for goods and services, expiration, termination or cancellation of the contract, and shall continue in full force and effect.

4.23 Contractor Title To Equipment:

4.23.1 Title to any equipment required by the contract shall be held by and vested in the contractor. The State of Missouri shall not be liable in the event of loss, incident, destruction, theft, damage, etc., for the equipment including, but not limited to, devices, wires, software, technical literature, etc. It shall be the contractor’s sole responsibility to obtain insurance coverage for such loss in an amount that the contractor deems appropriate.

4.24 Commercial Driver’s License:

4.24.1 The contractor and the contractor's drivers who, in the provision of services under the contract: (1) operate any single vehicle with a Gross Vehicle Weight Rating (GVWR) of over 26,000 pounds or any combination vehicle with a Gross Combination Weight Rating of over 26,000 pounds provided the Gross Vehicle Weight Rating of the vehicle(s) being towed is in excess of 10,000 pounds, (2) operate any size vehicle which requires hazardous materials placards, (3) operate any vehicle designed to transport more than 15 persons (including the driver) transports more than 15 persons, or (4) engage in any other activity outlined in the Commercial Motor Vehicle Safety Act, must comply with all other requirements in the Commercial Motor Vehicle Safety Act. The contractor must submit proof or verification of compliance with such Act to the department no later than 30 calendar days after award of the contract.

****END OF GENERAL CONTRACTUAL REQUIREMENTS SECTION****

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5. VENDOR SUBMISSION, EVALUATION, AND AWARD INFORMATION SECTION

5.1 Bid Submission Overview:

5.1.1 Vendors must examine the entire RFQ carefully. Failure to do so shall be at the vendor’s risk.

5.1.2 Vendors and their agents (including subcontractors, employees, consultants, or anyone else acting on their behalf) must direct all of their questions or comments regarding the RFQ, the evaluation, etc., to the procurement officer of record indicated on the first page of this RFQ. It is preferred that questions be emailed to the procurement officer.

5.1.3 It is the vendor’s responsibility to ask questions, request changes or clarifications, or otherwise advise the department believes that any RFQ provisions 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 bid. Likewise, if the RFQ lacks needed clarity and will otherwise necessitate the inclusion of vendor assumptions, vendor should request an amendment to the RFQ prior to the end date and time to identify needed information.

5.1.4 All responses must (1) be submitted by a duly authorized representative of the vendors organization, (2) contain all information required by the RFQ, and (3) be priced as required.

5.1.5 By submitting a bid, the vendor agrees to furnish the equipment, supplies and/or services specified in the

RFQ, at the prices quoted, pursuant to all requirements and specifications contained therein.

5.1.6 Bid responses, including all prices therein, shall remain valid for 90 calendar days from bid target date submission unless otherwise indicated. If the bid is accepted and awarded, the entire bid, including all prices shall be firm for the specified contract period.

5.1.7 All equipment and supplies offered in a bid response must be new, of current production, and available for marketing by the manufacturer unless the RFQ clearly specifies that used, reconditioned, or remanufactured equipment and supplies may be offered.

5.1.8 The department reserves the right to officially amend or cancel an RFQ after issuance.

5.2 Preparation of Bids:

5.2.1 Business Compliance Pre-Work: Due to lead times for obtaining the information needed to complete the

Business Compliance Exhibits explained in the evaluation process section herein, vendors are encouraged to IMMEDIATELY begin securing these verifications when preparing a bid response.

5.2.2 RFQ Vendor Response Exhibits: The vendor must submit properly completed RFQ Vendor Response

Exhibits as their response. Each exhibit includes instructions outlining the information to be provided in response to the exhibit.

a. Exhibit A, Bid Signature Page should be completed and placed at the beginning of the response to declare understanding, agreement and certification…