DNR-FY25-0006-SL MO River Boat and Trailer - Custom Build Purchase - DNR Addendum 01.pdf

DNR-FY25-0006-SL Page 1

STATE OF MISSOURI

MISSOURI DEPARTMENT OF NATURAL RESOURCES

ADDENDUM #01 TO DNR-FY25-0006-SL

ADDENDUM: 01

IFB NO.: DNR-FY25-0006-SL

IFB TITLE: MO River Boat and Trailer – Custom Build Purchase - DNR ISSUE DATE: December 10th, 2024.

IFB DUE DATE: December 18th, 2024, by 2:00 PM CDT

BUYER INFORMATION:

Brenda Kaden

PHONE NO.: (573)751-0875.

E-MAIL: Brenda.kaden@dnr.mo.gov

BID RESPONSE AND ADDENDUM DUE NO LATER THAN: December 18th, 2024, AT 2:00 PM CDT

Proposal response may be submitted electronically through MissouriBUYS at https://missouribuys.mo.gov.

CONTRACT PERIOD: Notice of Award through one year

DELIVER SUPPLIES/SERVICES FOB (Free On Board) DESTINATION TO THE FOLLOWING ADDRESS:

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

PO Box 176 Jefferson City, MO 65102

The vendor hereby declares understanding, agreement, and certification of compliance to provide the items and/or services, at the prices quoted, in accordance with all terms and conditions, requirements, and specifications of the original IFB as modified by this and any previously issued IFB addendums. The vendor must, as a matter of clarity and assurance, also sign and return all previously issued IFB addendum(s) and the original IFB document. The vendor agrees that the language of the original IFB as modified by this and any previously issued IFB addendums shall govern in the event of a conflict with his/her bid. The vendor further agrees that upon receipt of an authorized purchase order from the Department of Natural, a binding contract shall exist between the vendor and the Department of Natural Resources.

The vendor shall understand and agree that in order for their bid to be considered for evaluation, they must be registered in MissouriBUYS.

If not registered at time of bid opening, the vendor must register in MissouriBUYS upon request by the state immediately after bid opening.

SIGNATURE REQUIRED

VENDOR NAME

CONTACT PERSON

EMAIL ADDRESS

PHONE NUMBER

FAX NUMBER

AUTHORIZED SIGNATURE

DATE

PRINTED NAME

TITLE

https://missouribuys.mo.gov/

DNR-FY25-0006-SL Page 2

ADDENDUM #01 TO DNR-FY25-0006-SL

TITLE: MO River Boat and Trailer – Custom Build Purchase - DNR

CONTRACT PERIOD: Notice of Award through one year

PLEASE BE ADVISED OF THE FOLLOWING REVISION:

1. Target Closing Date has been REVISED.

a. As Stated: Target Date and Time: December 5th, 2024 at 2:00 P.M. CENTRAL TIME

b. Revised To: Target Date and Time: December 18th, 2024, at 2:00 P.M. CENTRAL TIME

Instructions for Suppliers:

Suppliers may review the revision(s) to the MissouriBUYS electronic solicitation and the addendum document(s) at MOVERS Bid Response Instructions | MissouriBUYS Statewide eProcurement System.

Please follow these steps to accept the addendum document(s):

1. Log into MissouriBUYS powered by MOVERS.

2. Click View Negotiations under Tasks and Solicitations on the left-hand side of the page.

3. Select the correct Solicitation Number.

4. Select Create Response (must click Yes to view and acknowledge the amendment).

5. Each Amendment must be acknowledged.

6. Click Submit at the top right-hand corner of page.

7. A Confirmation box will open, click OK.

Note: The electronic solicitation revision may not include all of the revisions included in the addendum document(s); therefore, the supplier is advised to download, review, and accept the addendum document(s).

ATTENTION: A signed copy of ADDENDUM #01 TO DNR-FY25-0006-SL must be included with your signed bid responses.

https://missouribuys.mo.gov/media/pdf/movers-bid-response-instructions

DNR-FY25-0006-SL Page 3

State of Missouri

Water Resource Center

Request for Quotation (RFQ) for MO River Boat and Trailer - Custom Build Purchase - DNR

SOLICITATION NO.: DNR-FY25-0006-SL

ISSUE DATE: November 22nd, 2024 CONTRACT PERIOD: Notice of Award through One Year

REVISED per Addendum 01 TARGET DATE AND TIME: December 18th, 2024 AT 2:00 PM CENTRAL TIME

Response should be submitted electronically through MissouriBUYS, powered by MOVERS, at https://missouribuys.mo.gov.

RFQ CONTACT INFORMATION:

PROCUREMENT OFFICER: Brenda Kaden

PHONE NO.: (573) 751-0875

EMAIL: Brenda.kaden@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:

Water Resource Center 1101 Riverside Drive

Jefferson City, MO 65101

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.

DNR-FY25-0006-SL Page 4

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 Current/Prior Experience Verification Exhibit F Participation Commitment Exhibit G Documentation of Intent to Participate Exhibit H Missouri Service-Disabled Veteran Business Enterprise Preference

BUSINESS COMPLIANCE EXHIBITS

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

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

R

FQ

A tta ch m en ts

Attachments (Do not return these documents with response)

Attachment 1 Sketch of Boat

Attachment 2 Pictures of Boat

Attachments: The vendor is advised that attachments referenced above provide additional requirements, information, and/or instruction. It shall be the sole responsibility of the vendor to review the attachments. The vendor shall not be relieved of any responsibility for performance under the subsequent contract due to the failure of the vendor to review the attachments.

DNR-FY25-0006-SL Page 5

1. INTRODUCTION AND BACKGROUND INFORMATION SECTION

1.1 Introduction:

1.1.1 Purpose: This document constitutes a request for quotation for the provision of a boat and trailer as set forth herein for the Department of Natural Resources, (WRC) Water Resource Center (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 Information:

1.2.1 The Missouri Department of Natural Resources supports efforts to protect Missouri’s water resources and the quantity and quality of the water in Missouri can impact aquatic life, recreation, and the economy. The provision of a Missouri River Boat will assist the department in protecting Missouri River water resources.

The Missouri River Boat will be used by the department to examine and promote projects that are on or are associated with the Missouri River.

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 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 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.

1.3.4 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).

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

DNR-FY25-0006-SL Page 6

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 end 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.

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 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.

DNR-FY25-0006-SL Page 7

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****

DNR-FY25-0006-SL Page 8

2. SCOPE OF WORK SECTION

2.1 General Requirements:

2.1.1 The contractor shall provide a custom-built river boat and trailer for the Department of Natural Resources, Water Resource Center 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 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 10 years’ experience in commercial workboat design and manufacturing.

b. The contractor must have a minimum of 10 years’ experience custom building boats and trailers that are meant for all types of waters.

2.3 Boat Specifications:

2.3.1 The river boats must include the below specifications: (Reference Attachment 1 for a boat sketch and

Attachment 2 for pictures)

a. All welded aluminum work boat

b. Boat should meet all US Coast Guard requirements. A Boater's Guide to the Federal Requirements for

Recreational Boats

c. Flat bottom Squared-off bow.

d. Reinforced bow eye (backing plate inside hull)

e. Length: 28 ft, beam: 100”, bottom width 78”

f. Side height: 30”

g. Transom: 25” with offset motor mount

h. Vertical spray plate (8’) on side gunnels with 1” OD safety rail from spray plate to front deck, overall height ~8”

i. Thickness: = .190

j. Sealed floor; diamond plate w/floatation

k. .250“thick (2.5” x 5” x .50” standoff from transom) aluminum plate welded to bottom right of transom for transducer attachment. Allows for transducer mount without penetrating hull.

l. Front deck, 4 ft diamond plate w/under deck lockable storage

m. Front deck, self-bailing side drains oval hole.

n. Folding step from front deck to interior of boat

o. Removable grab handle/rail for step

p. Bench seating Minimum length 17’ port, 15’ starboard (bench dimensions ~20” wide, ~14” tall)

q. Storage under bench water resistant access that has hinged top opening lids that seal.

r. Foam installed under deck and bench where possible for enhanced flotation.

s. Rear splash well and deck (transom storage)

t. Access to drain plug and battery.

u. Two dry lockable storage boxes near transom weather resistant lid

v. 3” transom drain and plug, additional spare plug included.

w. Starboard console with steering, shifter, gauge, switches, removable pedestal mount captain seat

x. Complete hydraulic steering and hose to motor (sea star or ultra-flex).

https://www.google.com/url?sa=t&rct=j&q=&esrc=s&source=web&cd=&cad=rja&uact=8&ved=2ahUKEwiQ0M3417uJAxUw38kDHTudMmgQFnoECAoQAQ&url=https%3A%2F%2Fwww.uscgboating.org%2Fassets%2F1%2FAssetManager%2FBoaters-Guide-to-Federal-Requirements-for-Receational-Boats-20231108.pdf&usg=AOvVaw1e7Oj2K2fA5vKH514MmYnq&opi=89978449 https://www.google.com/url?sa=t&rct=j&q=&esrc=s&source=web&cd=&cad=rja&uact=8&ved=2ahUKEwiQ0M3417uJAxUw38kDHTudMmgQFnoECAoQAQ&url=https%3A%2F%2Fwww.uscgboating.org%2Fassets%2F1%2FAssetManager%2FBoaters-Guide-to-Federal-Requirements-for-Receational-Boats-20231108.pdf&usg=AOvVaw1e7Oj2K2fA5vKH514MmYnq&opi=89978449

DNR-FY25-0006-SL Page 9

y. Fabricated aluminum fuel tank in a water-resistant access with top opening lid. Fuel tank capacity 25- 30 gallons, Fuel gauge, Perko flip top filler mounted port side.

z. Side-mounted Flush LED navigation lights and switch

aa. Auto bilge pump and switch (~1000 gph)

bb. Battery with battery box Group 24 Maintenance free sealed

cc. Master battery disconnect Blue sea systems 9003e.

dd. Horn and horn switch

ee. Blue sea systems 5026 12 circuit with negative buss and cover mounted under console.

ff. Two 8’-10’ heavy duty square tube Bimini with Sunbrella fabric and boot, fixed legs no straps.

2.4 Motor Specifications:

2.4.1 The motor for the river boat must include the below specifications:

a. 200 HP four stroke Yamaha

b. Power tilt and trim

c. Gauges that include the follow metrics:

1. fuel flow,

2. fuel used,

3. water pressure,

4. tachometer,

5. hour meter,

6. system alarms including low oil, no oil, engine overheat and check engine (6YC display)

d. Installation,

e. Proof of Performance Test that gauges are operational.

f. Proof of Manufacturer’s Warranty.

2.5 Trailer Specifications:

2.5.1 The trailer must include the below specifications:

a. All Steel materials must be used.

b. Roller bunks

c. Tandem axle trailer with electric brakes (2 axles), grounded to 7 pin connector.

d. Primed, painted, color must be gloss black.

e. Sealed LED lights 6” oval grommet STT, 2” round clearance grommet

f. Ground wire to all lights.

g. Welded steps to the bow from the front of the trailer (see photo) with a detachable handle mounted vertically to the trailer for entry and exit from the bow.

h. Sealed wiring connectors

i. EZ lube spindles,

j. Heavy duty composite bunks (backing plate to prevent warping if necessary)

k. Gussets for side bunk mounts

l. Adjustable bows stop with safety chain.

m. Manual winch Dutton-Lainson Part number DL15440 3200lbs

n. Tongue jack- Square, Drop leg, side wind 5-8k lbs.

o. 2” hitch adjustable with sleeve lock coupler

p. Steel 15” 6 lug wheels with 225/75 tires Or 8 lug 235/80-16.

q. Spare tire mounted to frame-bracket should use same lug nuts as axle.

r. Transom Tie-downs

s. Safety chains 3/8 with clevis slip hook with latch.

t. Transom saver

2.6 Product Requirements:

DNR-FY25-0006-SL Page 10

2.6.1 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.

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

a. In the event an item becomes unavailable, the contractor shall provide a suitable substitute item. The contractor’s failure to provide an acceptable substitute may result in cancellation or termination of the contract.

b. Any item substitution must be a replacement of the contracted item with a product of equal or better capabilities and quality, and with equal or lower pricing. The contractor shall understand that the state reserves the right to allow the substitution of any new or different product/system offered by the contractor. The Department shall be the final authority as to acceptability of any proposed substitution.

c. The state may choose not to compel an item substitution in the event requiring a substitution would be deemed unreasonable in the sole opinion of the State of Missouri. The contractor shall not be relieved of substituting a product in the event of manufacturer discontinuation or other reason simply for reasons of unprofitability to the contractor.

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

2.6.4 Pickup Requirements: The pickup date and time must be coordinated with the department. It is highly desired that the boat, motor, and trailer be ready for pickup no later than June 1st, 2025.

2.7 Warranty Requirements:

2.7.1 The contractor shall provide a manufacturer’s standard warranty of one (1) year for the boat and trailer. The outboard motor warranty will be covered by the outboard manufacturer. During the warranty period, the contractor shall provide any replacement parts and repair service at no additional cost to the department.

The contractor shall understand and agree that the warranty shall commence once the department has accepted the boat, and trailer.

2.7.2 The contractor warrants that it will perform all services in accordance with its standard practices and that the services will be free from defects in workmanship for a period of twelve (12) months from their date of performance.

2.7.3 If the contractor breaches this warranty and the department notifies contractor of such breach within thirty

(30) business days of the end of the applicable warranty period, the contractor must, at its option, either replace or repair the nonconforming part.

2.8 Operator Manual Requirements:

2.8.1 The contractor must provide an operator manual that is specific to the boat, motor, and trailer requirements stated herein. The manual should include the following information:

a. Safety Instructions.

b. Troubleshooting, how to identify and resolve issues independently.

c. Maintenance/Service Instructions.

d. Yamaha Motor Manual.

e. Emergency Procedures.

DNR-FY25-0006-SL Page 11

f. Information on Interior and Exterior Management of boat.

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 within thirty (30) days of delivery. 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:

Water Resources Center PO Box 176 Jefferson City, MO 65101

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. 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.

d. 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.

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

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.

DNR-FY25-0006-SL Page 12

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.

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

DNR-FY25-0006-SL Page 13

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 Contractors with 50 or more employees must comply with and have an affirmative action plan in accordance with Executive Order 94-03, Article XIII.

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

DNR-FY25-0006-SL Page 14

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

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.

4.4 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.

4.5 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

DNR-FY25-0006-SL Page 17 days prior to the effective date of such termination. The contractor shall be entitled to receive compensation for services and supplies delivered to and accepted by the State of Missouri pursuant to the contract prior to the effective date of termination. The state shall determine the value of any work in process, but not completed and accepted by the state, based on the work products created and agreed to by both parties.

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 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.

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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:

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:

DNR-FY25-0006-SL Page 19

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 Participation by Other Organizations:

4.13.1 The contractor must comply with any Organization for the Blind/Sheltered Workshop participation levels committed to in the contractor’s awarded response. The contractor must meet their participation commitment identified in their awarded response, regardless of the products and/or services purchased by the state from the contract.

a. The contractor shall prepare and submit to the department a report detailing all payments made by the contractor to Organizations for the Blind/Sheltered Workshops participating in the contract for the reporting period. The contractor must submit the report on a monthly basis, unless otherwise determined by the department.

b. The department will monitor the contractor’s compliance in meeting the Organizations for the

Blind/Sheltered Workshop participation levels committed to in the contractor’s awarded response. If the contractor’s payments to the participating entities are less than the amount committed, the state may cancel the contract and/or suspend or debar the contractor from participating in future state procurements or retain payments to the contractor in an amount equal to the value of the participation commitment less actual payments made by the contractor to the participating entity. If the Department determines that the contractor becomes compliant with the commitment, any funds retained as stated above, will be released.

c. If a participating entity fails to retain the required certification or is unable to satisfactorily perform, the contractor must obtain other organizations for the blind/sheltered workshops to fulfill the participation requirements committed to in the contractor’s awarded response.

1) The contractor must obtain the written approval of the Department for any new entities. This approval shall not be arbitrarily withheld.

2) If the contractor cannot obtain a replacement entity, the contractor must submit documentation to the department detailing all efforts made to secure a replacement. The department shall have sole discretion in determining if the actions taken by the contractor constitute a good faith effort to secure the required participation and whether the contract will be amended to change the contractor’s participation commitment.

4.14 Substitution of Personnel:

4.14.1 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.

4.15 Coordination:

4.15.1 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…