Document ID: RFP 605 2200000240 Page: 1

Commonwealth of Kentucky

SOLICITATION

Modification: No Version #:

TITLE: Motorcycle Safety Education Program-Site Providers

Date Issued:

03/07/2022 Record Date:

2022-03-02

Solicitation Closes Date:

4/1/22 Time:

14:00

Solicitation No:

RFP 605 2200000240

Online Bidding Prohibited: Yes For Information Call:

Laura Hagan 502-782-3980

Bid Receiving Location:

Bid Receiving

See Terms & Conditions for Bid Submission Instructions

Other KY

Vendor Customer Number:

Vendor Name:

Phone Number:

Fax Number:

Email Address:

Ordering

Address:

City, State, Zip:

Contact Name:

Contact Email:

Contact Phone Number:

Payment

Address:

City, State, Zip:

Contact Name:

Contact Email:

Contact Phone Number:

Ownership Type

__ Sole Proprietorship __ Partnership __ Corporation __ Other_________________________

SIGNATURE OF AUTHORIZED AGENT IS REQUIRED UNLESS RESPONSE

IS SUBMITTED ELECTRONICALLY. FAILURE TO SIGN SHALL RENDER

THE BID INVALID.

Signature X_________________________________________ FEIN#____________________ Date____________

All offers subject to all terms and conditions contained in this solicitation.

Document ID: RFP 605 2200000240 Page: 2

Line Items

Commodity Group: Default Commodity Group

Line CL Description Quantity UOM Unit Cost Line Total or Contract Amnt

1 Kentucky Motorcycle Safety Education Program-Site Providers

Comm Code Comm Description Manufacturer Model # Manuf Part #

99077 Safety Training and Awareness Services (Including Highway Sa

Extended Description Kentucky Motorcycle Safety Education Program-Site Providers

Shipping Information KYTC Office of Highway Safety

200 Mero Street 6th Floor Frankfort KY 40622

Billing Information KYTC Office of Highway Safety

200 Mero Street 6th Floor Frankfort KY 40622

Document ID: RFP 605 2200000240 Page: 3

Submission Checklist

The following items will be required to be submitted with bid:

Item Description of expertise in offering this or similar types of programs.

Range approval certification or application for certification.

Schedule of range availability or proposed course schedule.

List of training motorcycles including VIN # or plan to acquire them.

Maintenance records of owned motorcycles (if available).

Copies of policies or quotes to obtain required insurance.

Business plan showing anticipated costs and revenues to determine viability Policy and procedures manual for course delivery, site and equipment mainte Completed application.

Revised October 2021

PROPOSAL SUBMISSION CHECKLIST

The vendor MUST include the following with the proposal submission.

If the items highlighted below are not submitted with the proposal submission, the Commonwealth MUST deem the proposal non-responsive and SHALL NOT consider for award.

All other items MUST be submitted prior to award.

_____ SIGNED AND COMPLETED SOLICITATION --Section 8.10 of this RFP (not required if submitting electronically)

_____ *PROPOSED SOLUTION (TECHNICAL) UNDER SEALED COVER AND BY CLOSING

DATE -- Section(s) 8.00 and 8.10 of this RFP including ATTACHMENT D – Training Provider Application

_____ TRANSMITTAL LETTER – Section 8.10 of this RFP

_____ PROOF OF REGISTRATION WITH SECRETARY OF STATE BY A FOREIGN ENTITY --

Section 8.00 of the Personal Service Contract Terms and Conditions of this RFP

_____ REQUIRED AFFIDAVIT(S) – Section 8.10 of this RFP

*The Commonwealth defines SEALED as “a closure that must be broken to be opened and that thus reveals tampering” (Merriam-Webster Dictionary, https://www.merriam-webster.com/dictionary/seal

REQUEST FOR PROPOSAL

FOR

PERSONAL SERVICE CONTRACT

Kentucky Transportation Cabinet Motorcycle Safety Program – Site Providers

RFP 605 2200000240

This document constitutes a Request for Proposals for a Personal Service Contract from qualified individuals and organizations to furnish those services as described herein for the Commonwealth of Kentucky, Kentucky Transportation Cabinet (KYTC).

Offerors are advised that any personal service contract resulting from this RFP must comply with all applicable provisions of KRS 45A and KRS 12.210 prior to becoming effective.

A contract, based on this RFP, may or may not be awarded. Any contract award from this RFP is invalid until properly approved and executed by the Finance and Administration Cabinet and filed with the Legislative Research Commission, Government Contract Review Committee.

1.00 Purpose and Background

The Transportation Cabinet is seeking offerors to facilitate student-rider training courses by providing rider coaches, site locations and equipment to be utilized by rider coaches for the instruction of various motorcycle training courses for they Kentucky Motorcycle Safety Education Program.

As specified in KRS 176.5061, the Transportation Cabinet oversees a motorcycle safety education program that provides instructor and student rider training courses, instructor approval, and rider certifications through multiple local site providers throughout the Commonwealth. Activities must meet established national standards for motorcycle rider training courses.

Document Description Page 4

2200000240 Motorcycle Safety Education Program-Site Providers https://www.merriam-webster.com/dictionary/seal

In addition, the program may provide:

• Activities to increase the awareness of a motorcyclist’s knowledge of the effects of alcohol and drug use;

• Driver improvement efforts;

• Licensing improvement efforts;

• Program promotion activities;

• Enhancement of the public’s awareness of motorcycles; and

• Enhancement of motorcycle safety through education.

2.00 Scope of Work

The offeror(s) shall facilitate student-rider training courses by providing rider coaches, site locations and equipment to be utilized by rider coaches for the instruction of various motorcycle training courses for the Kentucky Motorcycle Safety Education Program.

The offeror(s) selected to facilitate the student-rider training courses for the Kentucky Motorcycle Safety Education Program shall follow a curriculum in compliance with the National Highway Traffic Safety Administration certified standards, or other national standards as approved by the Kentucky Governor’s Commission on Motorcycle Education and Safety (“Commission”).

The offeror(s) shall ensure site locations and equipment are maintained in a manner that ensures safe operation by the student. The offeror(s) shall ensure that equipment is maintained in accordance with manufacturers’ standards for each. The offeror(s) shall also ensure a procedure in which the Commission approves each.

The offeror(s) facilitating the student-rider training courses will be required to provide a training schedule for each training course offered, schedule the approved certified rider coach to provide the training curriculum and module for each course, provide the site locations for each of the student-rider training courses, provide all equipment for the courses, and maintain this equipment by the required standards, if any.

The offeror(s) shall maintain all appropriate insurance requirements including, but not limited to:

# $1,000,000 General liability.

# Student/Instructor accident or injury.

# Theft and/or destruction/damage of equipment and other properties.

# Applicable insurance(s) that may be required by Federal and/or KRS statute/ regulation.

The offeror(s) shall be paid the following:

# Student tuition can be no more than $150/class paid by the participant upon registration. This fee is non-refundable.

# $200 per student upon successful start of the approved course to be paid from the Kentucky Motorcycle Safety Education Program Fund. This is based upon availability of Program Funds and may be changed by the Cabinet with due notice.

# Students under the age of 18 who qualify for free tuition per KRS will be reimbursed at $200 per student.

The offeror(s) facilitating the student-rider training courses shall provide invoices, reports, and other such materials to the Cabinet in a timely manner, (less than 60 days from the completion of a training course) in a manner and method as determined by the Cabinet for proper reimbursement.

The offeror(s) facilitating the student-rider training courses shall be responsible for obtaining and scheduling all certified rider coaches.

The offeror(s) facilitating the student-rider training courses shall provide a completion certificate, for the purpose of a skills test waiver, to the students, in a manner prescribed by the Cabinet or its designee, in coordination with the Kentucky Transportation Cabinet.

3.00 Evaluation Criteria

Document Description Page 5

Technical Proposal Scoring Criteria

After determining that a proposal includes all required information and data, the Transportation Cabinet will evaluate the proposal based on the following evaluation factors:

Evaluation Criteria

Points

Possible

Provide description of expertise in offering this or similar types of programs. 50

Provide range approval certification or application for certification. 50

Provide schedule of range availability or proposed course schedule. 50

Provide list of training motorcycles including VIN # or plan to acquire them. 50

Provide maintenance records of owned motorcycles (if available). 50

Provide copies of policies or quotes to obtain required insurance. 50

Provide business plan showing anticipated costs and revenues to determine viability

Provide policy and procedures manual for course delivery, site and equipment maintenance.

Include completed application. – Attachment D 50

TOTAL Technical Proposal 450

A minimum of 350 point on the technical proposal is required to be considered for award.

Cost Proposal Evaluation

Not applicable as a cost proposal is not required.

The offeror(s) shall be paid the following:

# $200 per student upon successful start of the approved course to be paid from the Kentucky Motorcycle Safety Education Program Fund. This is based upon availability of Program Funds and may be changed by the Cabinet with due notice.

# Students under the age of 18 who qualify for free tuition per KRS will be reimbursed at

$200 per student.

Total Points Possible for Proposal

Criteria Points Possible

Technical Proposal 450 points

Cost Proposal N/A

Total Points Possible 1000 points

Oral Presentations/Demonstrations, if required 250 points

Document Description Page 6

Total Points Possible - With Oral Presentations/

Demonstrations 1250 points

The Kentucky Transportation Cabinet (KYTC) reserves the right to award multiple personal service contracts from this RFP. Awards will be made to those bidders who have met the requirements of the bid, achieved the best scores, and will meet the statewide needs of the Cabinet.

4.00 Schedule of RFP Activities

The following schedule presents the major activities associated with the RFP distribution, written questions and proposal submission. The Commonwealth reserves the right at its sole discretion to change the Schedule of Activities, including the associated dates and times.

Release of RFP Mar 7, 2022 Written Questions due by: 5:00pm Mar 14, 2022 Anticipated Commonwealth Response to Written Questions Mar 24, 2022 Proposals Due by: 2:00pm April 1, 2022

*NOTE: ALL TIME REFERENCES ARE TO THE EASTERN TIME ZONE.

5.00 Offeror’s Conference

Not Applicable

6.00 Point of Contact

The Agency Contact named below shall be the sole point of contact throughout the procurement process. All communications, oral and written (regular mail, express mail or electronic mail), concerning this procurement shall be addressed to:

Laura Hagan, NIGP-CPP, CPPO, CPPB KYTC Division of Purchases 200 Mero Street, 4th Floor East Frankfort, KY 40622 Phone: 502-782-3980 Laura.Hagan@ky.gov

From the issue date of this RFP until a Contractor(s) is selected and the selection is announced, Offerors shall not communicate with any other Commonwealth staff concerning this RFP.

7.00 Questions Regarding this RFP

Questions must be submitted in writing to the Agency Contact. The Commonwealth will respond to salient questions in writing by issuing an Addendum to the Solicitation. The Addendum shall be posted to the Commonwealth’s eProcurement page.

8.00 Proposal Submission

All proposal submissions shall be submitted via Secure File Transfer on https://ftp.ky.gov

You can find complete instructions by viewing Attachment E.

Proposals shall be submitted in three (3) parts and labeled accordingly: The Technical Proposal, the Cost Proposal, and the Proprietary Information.

Please use the following method to label submitted documents:

RFP 22.240 – Offeror Name – Technical/Cost/Proprietary Proposal

All proposals must be received no later than April 1, 2022 by 2:00pm.

Document Description Page 7

2200000240 Motorcycle Safety Education Program-Site Providers mailto:Laura.Hagan@ky.gov https://ftp.ky.gov

HARD COPY OR FACSIMILE PROPOSALS SHALL NOT BE CONSIDERED.

Each qualified offeror shall submit only one (1) proposal. Alternate proposals shall not be allowed.

Failure to submit as specified shall result in a non-responsive proposal.

The vendor should complete the "Vendor" box on the face of the solicitation. An authorized representative of the vendor shall sign where indicated on the face of the solicitation. If the solicitation is not signed the proposal shall be deemed non-responsive.

Acknowledgment of Addenda

It is the vendor's responsibility to check the web site for any modifications to this solicitation. Vendors are encouraged to acknowledge each addendum by signing and submitting the latest addendum with their response. However, signing the face of the solicitation as indicated above constitutes the vendor’s acknowledgement of and agreement to be bound by the terms of all addenda issued.

Failure to specifically acknowledge addenda will not excuse the vendor from adhering to all changes to the requirements of the solicitation set forth therein nor provide justification for any pricing changes.

All submitted technical and cost proposals shall remain valid for a minimum of six (6) months after the proposal due date.

8.10 Format of Technical Proposal

The Technical Proposal must be arranged and labeled in the manner set forth below.

Transmittal Letter – a Transmittal letter shall be submitted on Offeror’s letterhead, and signed by an agent authorized to bind the Offeror. The Transmittal letter shall include the following:

a. A statement that deviations are included, if applicable.

b. A statement that proprietary information is included, if applicable.

c. A statement that, if awarded a contract as a result of this Solicitation, the Offeror shall comply in full with all the requirements of the Kentucky Civil Rights Act, and shall submit all data required by KRS 45.560 to 45.640.

d. A sworn statement that, pursuant to KRS 11A.040, that Offeror has not knowingly violated any provisions of the Executive Branch Code of Ethics.

e. A statement certifying that the price in this proposal was arrived at independently without collusion, consultation, communication, or agreement as to any matter relating to such prices with any other Offeror or with any competitor.

f. A statement affirming that the Offeror is properly authorized under the laws of the Commonwealth of Kentucky to conduct business in this state and will remain in good standing with the Office of the Kentucky Secretary of State for the duration of any awarded contract resulting from this Solicitation.

g. The name, address, telephone number and email address and website address, if available, of the contract person to serve as a point of contact for day-to-day operations.

h. Subcontractor information to include the name of the company, address, telephone number and contact name, if applicable.

Document Description Page 8

i. Foreign entity’s organization number issued by the Secretary of State in a certificate of authority or a statement of foreign qualification, if applicable.

Completed and Signed Solicitation and Addenda – An authorized representative MUST complete and sign the Solicitation form and include the following:

a. “Vendor” box and “Payment” box should be completed.

b. Vendor shall indicate ownership type.

c. Vendor shall provide “FEIN” if applicable.

d. Vendor shall provide date the form is completed and signed.

e. Signed face of the most recent Addenda, if applicable.

Signed and Notarized Required Affidavit for Bidders or Offerors - available at the following link:

https://finance.ky.gov/office-of-the-secretary/Pages/finance-forms.aspx.

Signed and Notarized Required Affidavit for Bidders, Offerors and Contractors Claiming Resident Bidder Status – if applicable. Available at the following link:

https://finance.ky.gov/office-of-the-secretary/Pages/finance-forms.aspx.

*Offerors not claiming Resident Bidder Status need not submit this affidavit.

Signed and Notarized Required Affidavit for Bidders, Offerors and Contractors Claiming Qualified Bidder Status – if applicable. Available at the following link:

https://finance.ky.gov/office-of-the-secretary/Pages/finance-forms.aspx.

*Offerors not claiming Qualified Bidder Status need not submit this affidavit.

Response to the Technical Portion of the RFP – Please provide a detailed response to the technical requirements outlined in the Evaluation Criteria. No cost information shall be provided in the technical portion.

8.20 Format of Cost Proposal

Not applicable.

8.30 Certification Regarding Debarment and Suspension

In accordance with Federal Acquisition Regulation 52.209-5, the Offeror shall certify, by signing the Solicitation, that to the best of its knowledge and belief, the Offeror and/or its Principals is (are) not presently debarred, suspended, proposed for debarment, or declared ineligible for the award of contracts by any state or federal agency.

For the purposes of this certification, “Principals”, means officers, directors, owners, partners, and persons having primary management or supervisory responsibilities within a business entity (e.g., general manager, plant manager, head of subsidiary, division, or business segment, and similar positions.

9.00 Rules of Procurement

To facilitate this procurement, various rules have been established. These are described in the following paragraphs.

Offerors should review and comply with the General Conditions and Instructions for Solicitation/Contract listed under “Response to Solicitation” located on the eProcurement web page at https://finance.ky.gov/eProcurement/Pages/doing-business-with-the-commonwealth.aspx

The procurement process will provide for the evaluation of proposals and selection of the winning proposal in accordance with state law and regulations. KRS Chapter 45A of the Kentucky Model Procurement Code provides the regulatory framework for the procurement of services by state agencies.

9.10 Technical Proposal Evaluation

Document Description Page 9

2200000240 Motorcycle Safety Education Program-Site Providers https://finance.ky.gov/office-of-the-secretary/Pages/finance-forms.aspx https://finance.ky.gov/office-of-the-secretary/Pages/finance-forms.aspx https://finance.ky.gov/office-of-the-secretary/Pages/finance-forms.aspx https://finance.ky.gov/eProcurement/Pages/doing-business-with-the-commonwealth.aspx

The Transportation Cabinet will evaluate the proposal based on the technical portion of the Evaluation Criteria. Each Offeror is responsible for submitting all relevant, factual and correct information with their offer to enable the evaluator(s) to afford each vendor the maximum score based on the available data submitted by the Offeror. Past Offeror Performance may be considered in the award of this Contract. Offerors with a record of poor performance in the last twelve (12) months may be found non-responsible and ineligible for award.

9.20 Cost Proposal Evaluation

Not applicable.

9.30 Right to Reject/Waiver of Minor Irregularities

The Commonwealth reserves the right at its discretion to reject any and all offers. The Commonwealth also reserves the right at its discretion to waive informalities and minor irregularities in offers received.

9.40 Clarification of Proposals

The Commonwealth reserves the right at its discretion to request additional information as may reasonably be required for selection and to reject any proposals for failure to provide additional information on a timely basis.

The Commonwealth reserves the right to conduct discussions with any Offeror who has submitted a proposal to determine the Offeror’s qualifications for further consideration. Such discussions shall not disclose any information derived from proposals submitted by other Offerors.

9.50 Best and Final Offers

The Commonwealth reserves the right at its discretion to request a Best and Final Offer (BAFO) for technical and/or cost proposals. Offerors are cautioned to propose their best possible offers at the outset of the process, as there is no guarantee that any Offeror will be allowed an opportunity to submit a Best and Final technical and/or cost offer.

9.60 Vendor Response and Public Inspection

This RFP specifies the format, required information and general content of proposals to be submitted in response to the RFP. The Kentucky Transportation Cabinet shall not disclose any portions of the proposals prior to contract award to anyone outside the Kentucky Transportation Cabinet, representatives of the agency for whose benefit the contract is proposed, representatives of the federal government, if required, and the members of the evaluation committee. After a contract is awarded in whole or in part, the Commonwealth shall have the right to duplicate, use, or disclose all proposal data submitted by Offerors in response to this RFP as a matter of public record.

Any and all documents submitted by an Offeror in response to the RP shall be available for public inspection after contract award pursuant to the Kentucky Open Records Act, KRS 61.870 to 61.884 (“the Act”). When responding to a request to inspect records submitted in response to this RFP, the Commonwealth will not redact or withhold any information or documents unless the records sought are exempt from disclosure pursuant to KRS 61.878 or other applicable law. Similarly, no such documents shall be exempt from public disclosure, regardless of the Offeror’s designation of the information contained therein as “proprietary,” “confidential,” or otherwise, except in cases where the requested documents (or information contained therein) would be excluded from application of the Act under KRS 61.878(1)(c).

The Commonwealth of Kentucky shall have the right to use all system ideas, or adaptations of those ideas, contained in any proposal received in response to this RFP. Selection or rejections of the proposal will not affect this right.

9.70 Reciprocal Preference for Kentucky Resident Bidders and Preferences for a Qualified Bidder The scoring of bids/proposals is subject to the reciprocal preference for Kentucky resident bidders and preferences for a Qualified Bidder or the Department of Corrections, Division of Prison Industries (See KRS 45A.490(1), (2), 45A.492, 45A.494 and KAR 200 5:410).

Vendors not claiming resident bidder or qualified bidder status need not submit the corresponding affidavit.

Determining the residency of a bidder for purposes of applying a reciprocal preference

Document Description Page 10

Any individual, partnership, association, corporation, or other business entity claiming resident bidder status shall submit the attached Required Affidavit for Bidders, Offerors and Contractors Claiming Resident Bidder Status as part of its response. The Kentucky Transportation Cabinet reserves the right to request documentation supporting a bidder’s claim of resident bidder status. Failure to provide such documentation upon request shall result in disqualification of the bidder or contract termination.

As part of its response, a nonresident bidder shall submit its certificate of authority to transact business in the Commonwealth of Kentucky, Secretary of State. The location of the principal office identified therein shall be deemed the state of residency for that bidder. If the bidder is not required by law to obtain said certificate, the state of residency for that bidder shall be deemed to be that which is identified in its mailing address as provided in its bid.

Preferences for Qualified Bidder or the Department of Corrections, Division of Prison Industries

(200 KAR 5:410)

Pursuant to KRS 45A.470 and 200 KAR 5:410, Kentucky Correctional Industries will receive a preference equal to twenty (20) percent of the maximum points awarded to a bidder in a solicitation. In addition, the following “qualified bidders” will receive a preference equal to fifteen (15) percent of the maximum points awarded to a bidder in a solicitation. New Vision Industries, Inc., any nonprofit corporation that furthers the purposes of KRS Chapter 163 and any qualified nonprofit agencies for individuals with severe disabilities as defined in KRS 45A.465(3). Any bidder claiming “qualified bidder” status, other than New Vision Industries, Inc., shall submit a notarized affidavit affirming that it meets the requirements to be considered a qualified bidder as part of its response to the solicitation (affidavit form included as part of this RFP). If requested, failure to provide documentation proving qualified bidder status to a public agency, if requested, may result in disqualification of the bidder or contract termination.

9.80 Right to Use Oral Presentations/Demonstrations to Verify/Expand on Proposal The Commonwealth reserves the right at its discretion to require Oral Presentations/Demonstrations by some or all of the Offerors to verify or expand on the Technical or Cost Proposals.

9.85 Oral Presentations/Demonstrations Evaluation Criteria

The Commonwealth reserves the right to require Oral Presentations/Demonstrations to verify or expand on the Technical or Cost Proposals. Oral Presentations/Demonstrations may be conducted through video-conferencing or by conference call, if it is in the best interest of the Commonwealth to do so. This is the opportunity for the vendor to present and demonstrate the solution and to answer questions or to clarify the understanding of the evaluation committee in accordance with the requirements of this RFP. The Commonwealth reserves the right to reject any or all proposals in whole or in part based on the oral presentations/demonstrations.

If required, the top three (3) highest-ranking vendors may be invited. Scheduling will be at the discretion of the Commonwealth. The Commonwealth reserves the right not to require oral presentations/ demonstrations.

9.90 Negotiation

After conducting the evaluation to determine the best proposal received, the Kentucky Transportation Cabinet reserves the right to negotiate a fair and reasonable compensation based on the pricing submitted in the Offeror’s proposal. If the negotiations fail to reach an agreement on a fair and reasonable compensation rate, the Kentucky Transportation Cabinet reserves the right to proceed to the next highest ranked proposal.

Other terms and conditions relating to the technical and/or cost proposals may be negotiated at the sole discretion of the Commonwealth.

9.95 Best Interests of the Commonwealth

The Commonwealth will rank all proposals in the manner set forth in the Evaluation Criteria. However, the Commonwealth reserves the right to reject any or all proposals in whole or in part before, during, or after negotiation based on the best interests of the Commonwealth.

Document Description Page 11

CONTRACT AWARD, TERMS, AND CONDITIONS

10.00 Notification of Award

To view the award of contract(s), including the contractor(s) receiving the award(s) for this solicitation, access the Kentucky Vendor Self Service Site at:

https://emars311.ky.gov/webapp/vssprdonline3111d/AltSelfService

Offerors can search for the solicitation title or number in the keyword search field or filter their search for only awarded solicitations by clicking on “Advanced Search” and changing the status to “awarded.” The award(s) information can be accessed by clicking on the details button of the solicitation and clicking the “Notice of Award” tab. It is the Offeror’s responsibility to review this information in a timely fashion. No other notification of the results of an Award of Contract will be provided to unsuccessful Offerors.

10.10 Beginning of Work

This Contract is not effective and binding until approved by the Secretary of the Finance and Administration Cabinet and filed with the Legislative Research Commission’s Government Contract Review Committee.

The Contractor shall not commence any billable work until a valid Contract has been fully executed. This Contract, including the components referenced in Section 10.20, shall represent the entire agreement between the parties. Prior negotiations, representations, or agreements, either written or oral, between the parties hereto relating to the subject matter hereof shall be of no effect upon this Contract.

10.20 Contract Components and Order of Precedence

The Commonwealth’s acceptance of the Contractor’s offer in response to the Solicitation, indicated by the issuance of a Contract Award, shall create a valid contract between the Parties consisting of the following:

1. Procurement Statutes, Regulations and Policies

2. Any written Agreement between the Parties.

3. Any Addenda to the Solicitation.

4. The Solicitation and all attachments

5. Any Best and Final Offer.

6. Any clarifications concerning the Contractor’s proposal in response to the Solicitation.

7. The Contractor’s proposal in response to the Solicitation.

In the event of any conflict between or among the provisions contained in the Contract, the order of precedence shall be as enumerated above.

10.30 Contract Term and Renewal Options

The initial term of the Contract is anticipated to be from July 1, 2022 through June 30, 2024.

This agreement is not effective until the Secretary of the Finance and Administration Cabinet or his authorized designee has approved the Contract and until the Contract has been filed with the Legislative Research Commission, Government Contract Review Committee.

The Commonwealth reserves the right to renew this contract for up to two (2) additional two (2) year periods.

Renewal shall be subject to prior approval from the Secretary of the Finance and Administration Cabinet, or this authorized designee, and the LRC Government Contract Review Committee in accordance with KRS 45A.695 and KRS 45A.705.

10.40 Changes and Modifications to the Contract

Pursuant to 200 KAR 5:311, no modification or change of any provision in the Contract shall be made, or construed to have been made, unless such modification is mutually agreed to in writing by the Contractor and the Commonwealth and incorporated as a written amendment by the Kentucky Transportation Cabinet prior to the effective date of such modification or change. Modification shall be subject to prior approval

Document Description Page 12 https://emars311.ky.gov/webapp/vssprdonline3111d/AltSelfService from the Secretary of the Finance and Administration Cabinet, or this authorized designee, and the LRC Government Contract Review Committee. Memoranda of Understanding, written clarification, and/or other correspondence shall not be construed as amendments to the Contract.

10.50 Notices

Unless otherwise instructed, all notices, consents, and other communications required and/or permitted by the Contract shall be in writing. After the award of the Contract, all communications of a contractual or legal nature are to be made to the Agency Contact.

Section 11. KYTC STANDARD TERMS AND CONDITIONS

11.00-General Provisions

11.01-Headings The section headings in this Contract are for reference and convenience only and shall not have any effect on the construction or legal effect of this Contract.

11.02-Assignment This Contract shall be binding upon and ensure to the benefit of the respective legal successors of the Parties. However, neither this Contract nor any rights or obligations hereunder may be assigned, in whole or in part, without the prior written consent of KYTC, Division of Purchases.

11.03 -No Required Use of Contract This Contract does not guarantee any minimum use of services. The Cabinet reserves the right to leave all, or any portion, of the contract unused and/or to establish other contracts for additional and/or related services.

The Commonwealth of Kentucky may undertake or award other contracts for additional or related work, services, supplies, or commodities, and the Contractor shall fully cooperate with such other contractors and Commonwealth employees. The Contractor shall not commit or permit any act that will interfere with the performance of work by any other contractor or by Commonwealth employees.

11.04 -Severability It is understood and agreed by the Parties that if any part, term, or provision of this Contract is held by the courts to be illegal or in conflict with any law of the Commonwealth of Kentucky or of the United States of America, the validity of the remaining portions or provisions shall not be affected, and the rights and obligations of the Parties shall be construed and enforced as if the Contract did not contain the particular part, term, or provision held to be invalid, if the remainder of the Contract is capable of performance.

11.05-Indemnification The Contractor shall indemnify and hold harmless KYTC and its agents, representatives, officers, directors, employees, insurers, successors, and assigns from and against any and all expenses, costs (including attorneys’ fees), causes of action, liability, loss and/or damages suffered or incurred by it or any of them, that results from or arises out of (a) this Contract; (b) any and all acts of the Contractor and or its Subcontractor(s);

(c) the policies and procedures of the Contractor, specifically including all Contractor employment practices employed by the Contractor during the term of this or any prior Agreement with KYTC; (d) any dishonest, fraudulent, criminal, or negligent or unauthorized acts or errors or omissions which are committed by the Contractor or any of the Contractor's employees or agents or Subcontractors; (e) the publication translation, reproduction, delivery, performance, use or disposition of any data produced by KYTC in an unauthorized manner, provided that such action was not taken by the Contractor or as a result of the express written request of KYTC; or (f) the Contractor's failure to comply with any applicable state or federal laws or regulations.

Provided, however, in the event the Contractor is an agency of the Commonwealth of Kentucky, the state agency’s liability shall be governed instead by KRS 49.010 through KRS 49.180 and limited to any award from the Kentucky Claims Commission up to the jurisdictional amount.

11.06-Sovereign Immunity The Parties expressly agree that no provision of this Contract constitutes a waiver by KYTC or the Commonwealth of Kentucky of any immunities from suit or from liability that KYTC or the Commonwealth of Kentucky may have by operation of law.

11.07-Force Majeure

Document Description Page 13

Neither Party shall be liable for public utility performance (e.g., Postal Service, Telephone, or Water Company) or for the consequence of public utility non-performance. Events or conditions beyond the reasonable control of the Parties, such as natural disasters, fires, floods, elements, transportation crashes, or utility failures shall not be construed as non-performance, nor shall reductions be applied as a result of such events, provided that KYTC shall have the right to obtain the necessary services elsewhere in the event of such non-performance by the Contractor and the Parties shall negotiate in good faith any appropriate offset to the compensation payable under this Contract. The Contractor shall cooperate and shall require that any Subcontractor cooperate with KYTC in such event. The existence of such causes of delay or failure will extend the period of performance in the exercise of reasonable diligence until after the causes of delay or failure have been removed. Each Party must inform the other, orally or in writing, as soon as possible of the existence of a force majeure event. In order to preserve this right as a defense, each Party must inform the other in writing, with confirmation of receipt, within twenty (20) business days of the existence of a force majeure event or otherwise waive this right as a defense.

11.08-Maintenance of Insurance During the term of this Contract, the Contractor shall maintain and shall require any Subcontractor to maintain their directors and officers liability insurance, Workers’ Compensation insurance, employer liability insurance, and such other liability insurance as reasonably necessary in the Contractor's business judgment to provide adequate coverage against losses and liabilities attributable to the respective acts or omissions of the Contractor and the Subcontractor(s) in the performance of this Contract. The Contractor shall provide or cause to be provided and shall require any Subcontractor to provide or cause to be provided evidence of such coverage upon request.

To the extent that the Contractor and any Subcontractor are not self-insured, each shall, in any event, name KYTC as an additional insured on any policy of coverage, with the exception of the Workers’ Compensation and any reinsurance. The Contractor and any Subcontractor shall notify KYTC of the evidence of insurance coverage within five (5) business days of coverage. Notice shall be sent in writing to the Cabinet.

The Contractor shall furnish an ACORD Certificate with:

A. The certificate holder listed as:

Kentucky Transportation Cabinet Division of Purchases 4th Floor East 200 Mero Street Frankfort, KY 40622

B. The Endorsement indicating the Commonwealth and its agents as an Additional Insured for the contract resulting from this solicitation.

C. The contract number in the Description of Operations box.

KYTC shall not be responsible for any premiums or assessments on the policy or policies held by the Contractor or any Subcontractor under this Contract. KYTC may, at its sole option, pay one or more premiums, if it decides that to do so would be in the best interest of the Cabinet. Should KYTC exercise this option, it shall be fully reimbursed by the Contractor, either by the Contractor directly or by an offset against future payments.

The insurance shall be endorsed to state that coverage shall not be suspended, voided, cancelled by either party, reduced in coverage limits, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the agencies.

The Contractor shall notify KYTC within five (5) business days of any cancellation or interruption of the Contractor or Subcontractor’s insurance coverage. KYTC shall require in any subcontracts that the Subcontractor provide such notice within five (5) business days to the Contractor and KYTC. The Contractor shall assure and require that any Subcontractor assure that insurance is in effect at all times during the life of this Contract. If their respective insurance coverage expires at any time during the term of this Contract, the Contractor and any Subcontractor shall provide at least thirty (30) calendar days prior to the expiration date, to the extent possible, a new Certificate of Insurance evidencing coverage as provided herein for not less than the remainder of the term of this Contract.

The insurance coverage shall be in compliance with the laws of the Commonwealth of Kentucky and shall be placed with a licensed resident or non-resident agent who represents insurance companies authorized

Document Description Page 14 to do business in Kentucky. A list of authorized companies can be found at http://insurance.ky.gov/ company. Failure to meet this requirement may result in the bid being deemed non-responsive.

The insurer shall have an AM Best rating of B+ or higher. Visit www.ambest.com for verification.

11.09-Licensure, Certification, and Registration The Contractor shall:

1. Ensure that all appropriate licenses, registrations, and/or certifications necessary are maintained at all times to the extent such are required for performance under this Contract;

2. Ensure that it has readily accessible copies of licenses, registration, and/or certifications necessary; and

3. Produce copies of any required license, registration, and/or certification at the request of KYTC or the Cabinet’s designee.

11.10-Permits, Licenses, Taxes, and Laws The Contractor shall procure all necessary permits and licenses and abide by all applicable laws, regulations, and ordinances of all federal, state, and local governments in which work under this Contract is performed.

To the extent required by law, the Contractor shall pay any sales, use, personal property and income taxes arising out of this Contract and the transaction contemplated hereby. Any other taxes levied upon this Contract, the transaction, or the equipment or services delivered pursuant hereto shall be borne by the Contractor.

11.11-Legal Proceedings Except as specifically disclosed in writing to KYTC by the Contractor, prior to the date of this Contract, the Contractor certifies there are no suits, investigations, or other proceedings pending or threatened against the Contractor or any Subcontractor that would have a material effect on the Contractor's ability to perform under this Contract, or on Subcontractors ability to perform under their respective subcontracts, if applicable.

Further, the Contractor shall use its best efforts to notify KYTC within one (1) business day, and in writing within three (3) business days, of all suits, investigations, or other proceedings involving the Contractor related to this Contract. The Contractor shall send written notice to the Cabinet.

11.12-No Grant of Employment or Agency Nothing in this Contract shall be construed, in any way, as granting to any individual providing services under the Contract any of the claims, privileges, or rights established or recognized under KRS Chapter 18A or KAR Title 101.

At no point shall any individual providing services under this Contract be considered a full-time or part-time employee of KYTC, for any purpose, including but not limited to unemployment, taxes, withholding, health insurance, liability, retirement, Workers’ Compensation, vacation, sick or other leave, the Family Medical Leave Act, accrued benefits, evaluations, or any other purpose. At all times, any such individual shall be considered and deemed to be an employee, volunteer, or independent contractor of the Contractor.

In no event shall any employee, volunteer, or independent contractor of the Contractor be deemed to be a third-party beneficiary of this Contract or an agent or an employee of the Commonwealth.

11.13 Service Delivery Requirements

All services provided by the Contractor under the terms and conditions of this Contract shall be delivered in accordance with:

1. All applicable federal and state statutes and regulations as they are currently in effect;

2. All commitments and assurances as set forth in all KYTC grant awards with respect to goals, strategies, funding, and outcomes made by the Commonwealth as required by and contained in grant applications to federal agencies, foundations, and other agencies providing grant funding and in the resulting award notices from those agencies; and

3. All final federally-funded grant award terms and conditions, including federal reporting and expenditure requirements, for any federally-funded proposed project developed jointly by the Contractor and KYTC and submitted to a federal agency.

11.14-Subcontractors Unless provided in the scope of work and pre-approved at the Cabinet level, the Contractor shall make no subcontract with any other party for furnishing any of the work or services herein. This provision shall not require the approval of contracts of employment between the Contractor and personnel assigned for services thereunder. The Contractor shall be solely responsible for performance of the entire Contract whether or not Subcontractors are used.

Document Description Page 15

2200000240 Motorcycle Safety Education Program-Site Providers http://insurance.ky.gov/company http://insurance.ky.gov/company http://www.ambest.com http://www.lrc.ky.gov/statutes/chapter.aspx?id=37134 http://www.lrc.ky.gov/statutes/chapter.aspx?id=37134 http://www.lrc.ky.gov/kar/TITLE101.HTM

Before engaging a Subcontractor not identified in the Contractor’s response or replacing a Subcontractor identified in the Contractor’s response, the Contractor will notify the agency and provide the agency with information regarding the proposed Subcontractor, including but not limited to, the proposed Subcontractor’s relevant qualifications, experience, and key personnel. The agency reserves the right to approve or disapprove any Subcontractor proposed by the prime Contractor; such approval shall not be unreasonably withheld.

All references to the Contractor shall be construed to encompass both the Contractor and any Subcontractors of the Contractor.

11.14.01-Responsibility for Subcontractor Contract Requirements The Contractor shall have a Contract with any Subcontractor that the Contractor contracts with to meet the statement of work, method of payment, and deliverables of this Contract that specifies the responsibilities of the parties and the cost. In addition, the Contractor’s Contract with the Subcontractor shall specify that all requirements of this Contract are applicable and binding on the Subcontractor. Any plan to subcontract any of the provisions of this Contract must be set forth in the Contractor’s proposal for the delivery of products or services and included in the body of the contract in the Subcontractor’s section. The Subcontractor must make available to the Contractor and to KYTC, if requested, copies of personnel records and documentation of employees’ compliance with the terms and conditions of this Contract.

No obligation or right of the Contractor under this Contract shall be subcontracted to another, without prior written approval, of KYTC after KYTC has had the opportunity to review all contract documents setting forth the terms and conditions for the subcontract. The Contractor, upon the Cabinet’s request, shall submit the subcontract for approval to the Buyer identified on page 1.

11.14.02-Subcontractor Monitoring Requirements The Contractor shall monitor Subcontractors for programmatic and fiscal compliance with the terms and conditions of this Contract and those specific provisions set out under the Contractor’s contract with the Subcontractor. The Contractor agrees to utilize restraints or requirements imposed by such factors as generally accepted sound business practices, arm’s length bargaining, Federal and State laws regulations, and terms and conditions of the federal grant award in contracting with Subcontractors.

The Contractor further understands and agrees, and shall ensure that any Subcontractor understands and agrees, that KYTC and any of its duly authorized agents or representatives shall have access to any books, documents, papers, records, or any other materials that are pertinent to this Contract or Subcontract, for the purposes of making monitoring, auditing, examination, excerpts, and transcriptions.

11.15-Performance and Evaluation KYTC may complete a Performance Evaluation (PE) once a year to document contract performance. PE documents will be entered into the Commonwealth’s electronic financial system (eMARS). Performance documented by PE may be considered when making future awards. To obtain a copy of the PE documents completed for this Contract, contact the Buyer identified on page 1.

11.16-Protection of Personal Information Security and Breach Investigation Procedures and Practices Act Contractors that receive Personal Information as defined by and in accordance with Kentucky’s Personal Information Security and Breach Investigation Procedures and Practices Act, KRS 61.931, KRS 61.932, KRS 61.933, and KRS 61.934, (the “Act”), shall secure and protect the Personal Information by, without limitation, complying with all requirements applicable to non-affiliated third parties set forth in the Act.

The Contractor hereby agrees to cooperate with the Commonwealth in complying with the response, mitigation, correction, investigation, and notification requirements of the Act.

The Contractor shall notify as soon as possible, but not to exceed seventy-two (72) hours, the contracting agency, the Commissioner of the Kentucky State Police, the Auditor of Public Accounts, and the Commonwealth Office of Technology of a determination of or knowledge of a breach, unless the exception set forth in KRS 61.932(2)(b)2 applies and the Contractor abides by the requirements set forth in that exception. If the agency is a unit of government listed in KRS 61.931(1)(b), the Contractor shall notify the Commissioner of the Department of Local Government in the same manner as above. If the agency is a public school district listed in KRS 61.931(1)(d), the Contractor shall notify the Commissioner of the Department of Education in the same manner as above. If the agency is an educational entity listed under KRS 61.931(1)(e), the Contractor shall notify the Council on Postsecondary Education in the same manner as above. Notification shall be in writing on a form developed by the Commonwealth Office of Technology.

Document Description Page 16

The Contractor hereby agrees that the Commonwealth may withhold payment(s) owed to the Contractor for any violation of the Identity Theft Prevention Reporting Requirements.

The Contractor hereby agrees to undertake a prompt and reasonable investigation of any breach as required by KRS 61.933.

Upon conclusion of an investigation of a security breach of Personal Information as required by KRS 61.933, the Contractor hereby agrees to an apportionment of the costs of the notification, investigation, and mitigation of the security breach.

In accordance with KRS 61.932(2)(a) the Contractor shall implement, maintain, and update security and breach investigation procedures that are appropriate to the nature of the information disclosed, that are at least as…