FMDC26-0011 RFQ.pdf

FMDC26-0011 Page 1

State of Missouri

OFFICE OF ADMINISTRATION - DIVISION OF FACILITIES

MANAGEMENT, DESIGN AND CONSTRUCTION (FMDC)

Request for Quotation for Grounds Maintenance Services – North Service Center, Jennings SOB & St. Louis SOB

REQUEST FOR QUOTATION NUMBER: FMDC26-0011

DEPARTMENT NAME: OFFICE OF ADMINISTRATION

ISSUE DATE: January 9, 2026 CONTRACT PERIOD: Effective Date of Award through One Year

TARGET DATE AND TIME: January 29, 2026 AT 10:00 AM CENTRAL TIME Response should be submitted electronically through MissouriBUYS at https://missouribuys.mo.gov

RFQ CONTACT INFORMATION:

BUYER: Tanya Senft

PHONE NO.: (573) 298-2178

EMAIL: Tanya.Senft@oa.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:

North Service Center 404 Seven Hills Drive Florissant, MO 63033

Jennings State Office Building

8501 Lucas & Hunt Jennings, MO 63136

St. Louis State Office Building

9900 Page Avenue Overland, MO 63132 https://missouribuys.mo.gov/ mailto:Tanya.Senft@oa.mo.gov

FMDC26-0011 Page 2

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 in a “Pending” or “Approved” registration status to submit a bid in MissouriBUYS. The vendor must achieve “Approved” registration status in MissouriBUYS to be considered for a contract award. Reference Section 5.

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 Vendor Information Exhibit E Current/Prior Experience 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 Attachment (Separate Document) (Do not return this document with your response)

Attachment 1 Map – North Service Center Attachment 2 Map – Jennings State Office Building Attachment 3 Map – St. Louis State Office Building

FMDC26-0011 Page 3

1. INTRODUCTION AND BACKGROUND INFORMATION SECTION

1.1 Introduction:

1.1.1 Purpose: This document constitutes a Request for Quotation (RFQ) for the provision of grounds maintenance services as set forth herein for the Office of Administration – Division of Facilities Management, Design and Construction (hereinafter referred to as “department”).

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

1.2 Current and/or Previous Contract Information:

1.2.1 No current contract exists for this location.

1.3 RFQ Questions:

1.3.1 Buyer 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 buyer indicated on the first page of this RFQ. It is preferred that questions be emailed to the buyer.

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 addendum 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 addendum(s); absence of such response indicates that the questions and issues were considered but deemed unnecessary for a RFQ addendum. All vendors will be advised of any change to the RFQ’s language, specifications, or requirements by a formal addendum to the RFQ. There will be no posted written records of the questions/communications (i.e., formal question/answer document).

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

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

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1.4 Addendums:

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 addendum(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 addendum thereto, the definitions or meanings described below shall apply.

1.5.2 General Glossary, Acronyms, and Abbreviations:

a. Addendum means a written, official modification to an RFQ.

b. 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.

c. Amendment means a written, official modification to a contract.

d. 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.

e. Buyer means the procurement staff member of the department.

f. 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.

g. 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.

h. 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.

i. 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.

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

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

l. 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.

m. 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.

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

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

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

q. 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 Addendums of the RFQ.

r. 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.

s. Shall has the same meaning as the word must.

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

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

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.

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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****

FMDC26-0011 Page 6

2. SCOPE OF WORK SECTION

2.1 General Requirements:

2.1.1 The contractor shall provide lawn care services for the Division of Facilities Management, Design, and

Construction in accordance with the provisions and requirements stated herein and to the sole satisfaction of the department.

2.1.2 The contractor shall either provide the services directly or shall provide a person/personnel who must comply with the requirements stated herein. Therefore, references to “the contractor” throughout this document shall also be deemed to include the person/personnel provided by the contractor.

2.2 Performance Requirements for Lawn Care Services:

2.2.1 The contractor shall allow at least five (5) days between each mowing and trimming. The contractor shall understand and agree that in the event there are extended periods of time when conditions are such that the lawns are not growing, the Department will not request services.

a. The contractor shall mow and trim the lawn area indicated within the red & yellow line boundary indicated on Attachments 1, 2, & 3.

b. The contractor shall respond to the request for lawn care services within seventy-two (72) hours of receiving the request from the designated Department representative.

c. The contractor shall provide lawn care services on days and times mutually agreed upon by the designated Department representative and the contractor.

2.2.2 The contractor shall provide grounds maintenance services in a professional manner in accordance with acceptable professional practices and the highest standards appropriate to promote a healthy lawn and to minimize damage to trees, shrubs, other desired plants, and surrounding property.

2.2.3 The contractor shall mow and string trim all lawns for the first time in the spring to two and a half (2 ½) inches in height. The contractor shall mow and string trim all lawns to three (3) inches in height thereafter.

2.2.4 The contractor shall remove and properly dispose of all trash, debris, and limbs on the lawn prior to mowing.

2.2.5 The contractor shall execute mower turns at different locations on the lawn to minimize bare spots in the lawn.

2.2.6 The contractor shall only use a push mower and string trimmer to mow the lawn in the fenced playground area.

2.2.7 The contractor shall capture grass clippings with a mower bagger when mowing lawns within ten (10) feet of buildings and occupied parking lots; however, a mower bagger is not necessary when there are no vehicles in the parking lot.

a. The contractor shall remove grass clippings from all sidewalks, driveways, and parking lots.

b. The contractor shall remove grass clippings from the lawn when a visible trail is left behind the mower.

c. The contractor shall remove collected grass clippings from the site and properly dispose of the grass clippings.

d. The contractor shall allow short grass clippings that do not form a visible trail to filter down into the turf.

FMDC26-0011 Page 7

2.2.8 The contractor shall provide shrub/bush trimming services, as needed, to maintain the health, height and smooth appearance of the shrubs/bushes.

a. The contractor shall trim the shrubs/bushes to a height determined by the designated Department representative.

2.2.9 The contractor shall remove saplings without inflicting damage to the tree as soon as saplings appear around the base of trees.

2.2.10 The contractor shall apply lawn chemicals including, but not limited to, fertilizer, crabgrass/weed preventer/killer, and grub and insect control at intervals and dosages recommended by the manufacturer to produce a faultless lawn.

a. At the request of the Department, the contractor shall apply weed preventer/killer to problem areas located within Department parking lots and sidewalks.

2.2.11 The contractor shall apply mulch each spring to areas surrounding all bushes and mulched beds to a minimum depth of two and one-half inches (2 ½”).

a. The contractor shall remove enough old mulch to allow for a new application of mulch.

b. The contractor shall aerate the old mulch bed with a fork to prevent matting.

c. The contractor shall use oak bark or pine mulch as the new mulch.

d. The contractor shall keep mulch away from the base of all plants.

2.2.12 The contractor shall remove and properly dispose of old mulch and debris, shrub/bush trimmings, and collected grass clippings.

2.2.13 The contractor shall be held responsible for any and all damage to the facilities, lawns, trees, shrubs, other desired plants, surrounding property, and any vehicles parked in Department parking lots resulting from the contractor’s improper use of tools, materials, and equipment and from debris thrown from the mower and/or trimmer during mowing/trimming operations. The contractor shall repair any damage at no cost to the Department.

FMDC26-0011 Page 8

2.2.8 The contractor shall be held responsible for any and all damage to the facilities, lawns, trees, shrubs, other desired plants, surrounding property, and any vehicles parked in Department parking lots resulting from the contractor’s improper use of tools, materials, and equipment and from debris thrown from the mower and/or trimmer during mowing/trimming operations. The contractor shall repair any damage at no cost to the Department.

2.3 Personnel Requirements:

2.3.1 The contractor’s personnel shall be reasonably dressed and groomed while at the facilities.

2.4 Electronic Funds Transfer, Invoicing, and Payment Requirements:

2.4.1 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 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.

2.4.2 Invoicing – The contractor shall submit a monthly invoice itemizing services provided as well as the specific purchase order (P.O.) number. Services or goods must be received before payment can be made. The invoice must be submitted to the following address below or emailed to FMDCaccountspayable@oa.mo.gov.

Office of Administration

Division of Facilities Management, Design and Construction Attn: Accounting

301 West High Street, HST 780 PO Box 809

Jefferson City, MO 65102

a. 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 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. The contractor may obtain detailed information for payments issued for the past 24 months from the State of Missouri’s central accounting system (SAM II) on the vendor Services Portal at:

https://www.vendorservices.mo.gov/vendorservices/Portal/Default.aspx

b. 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.

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

2.4.3 The contractor shall invoice for grounds maintenance services as follows:

a. Grounds Maintenance Services – The contractor shall invoice at the pricing per occurrence as stated on the Pricing Page for Grounds Maintenance Services https://missouribuys.mo.gov/ mailto:FMDCaccountspayable@oa.mo.gov https://www.vendorservices.mo.gov/vendorservices/Portal/Default.aspx

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2.4.4 Payment:

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

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

c. The State of Missouri assumes no obligation for equipment, supplies, and/or services shipped or provided in excess of the quantity ordered. Any unauthorized quantity is subject to the state's rejection and shall be returned at the contractor's expense.

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

a. All equipment, supplies, and/or services which do not comply with the specifications and/or requirements, or which are otherwise unacceptable or defective may be rejected by the state. In addition, all equipment, supplies, and/or services which are discovered to be defective, or which do not conform to any warranty of the contractor upon inspection (or at any later time if the defects contained were not reasonably ascertainable upon the initial inspection) may be rejected.

b. The State of Missouri reserves the right to return any such rejected shipment at the contractor's expense for full credit or replacement and to specify a reasonable date by which replacements must be received.

c. The State of Missouri's right to reject any unacceptable equipment, supplies, and/or services shall not exclude any other legal, equitable or contractual remedies the state may have.

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

2.4.7 If the contractor is overpaid by the department the contractor, upon notification by the department, shall provide the department (1) with a check payable as instructed by the department or (2) deduct the overpayment from the invoice(s) as requested by the department.

2.4.8 Other than the payments specified in the contract, no other payments shall be made to the contractor.

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

FMDC26-0011 Page 10

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

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

3.7 Hazard Communication Safety Data Sheets and Labeling Requirements:

3.7.1 The State of Missouri’s department in accordance with the revised rules and regulations of the Occupational

Safety and Health Administration (OSHA) requires that all hazardous chemicals and commodities purchased by the State of Missouri be labeled with warning labels, and either contain a safety data sheet with each shipment, or the contractor otherwise shall make available a safety data sheet specific to the product available for downloading from the internet. The contractor shall ensure that the department is informed about where to find safety data sheets for products under contract. Safety data sheet information must be compliant with OSHA’s Hazard Communication Standard. Therefore, the contractor must comply with this mandatory requirement for all commodities provided under contract that contain hazardous material. The contractor’s Safety Data Sheets shall comply with the OSHA uniform formatting requirements that became effective June 1, 2015, and the contractor’s Safety Data Sheets shall always comply with any changes to those OSHA requirements. Failure to comply with this requirement may cause cancellation of the contract with goods returned at the contractor's expense as well as suspension from the solicitation list for future requirements.

3.8 Federal Funds Requirements

3.8.1 The contractor shall understand and agree that the contract may involve the use of federal funds. Therefore, for any federal funds used, the following paragraphs shall apply:

a. Steven’s Amendment – In accordance with the Departments of Labor, Health and Human Services, and Education and Related Agencies Appropriations Act, Public Law 101-166, Section 511, “Steven's Amendment”, the contractor shall not issue any statements, press releases, and other documents describing projects or programs funded in whole or in part with Federal funds unless the prior approval of the Department is obtained and unless they clearly state the following as provided by the Department:

1) The percentage of the total costs of the program or project which will be financed with Federal funds;

2) The dollar amount of Federal funds for the project or program; and

3) The percentage and dollar amount of the total costs of the project or program that will be financed by nongovernmental sources.

3.9 Indemnification:

3.9.1 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.

3.10 Legal Proceedings:

3.10.1 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.

3.10.2 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.

3.10.3 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

FMDC26-0011 Page 12 the contract, and any vendor provisions requiring mediation or dispute resolution processes shall not be binding upon the state.

3.11 Invoicing and Payment:

3.11.1 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.

3.12 Non-Appropriation of Funds:

3.12.1 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).

3.13 Work Outside the United States:

3.13.1 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.

3.14 Open Records:

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

3.15 Protests:

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

3.16 Record Access:

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

3.17 State Preferences:

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

a. Section 34.074 RSMo and 1 CSR 40-1.050 for Service-Disabled Veteran Enterprises;

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

3.18 Taxes:

3.18.1 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*****

FMDC26-0011 Page 13

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 addendum(s) issued prior to bid closing, and contract amendment(s);

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

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

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

4.1.3 The vendor’s response, whether responding to a mandatory requirement or a desired attribute, will be binding upon the contractor in the event the vendor’s response is accepted by the state and a contract is awarded.

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

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

4.1.6 A notice of award issued by the State of Missouri does not constitute an authorization for shipment of equipment or supplies or a directive to proceed with services. Before providing 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, (in addition to the Department’s “notice of award”).

4.2 Contract Amendment:

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

4.3 Contract Period:

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

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

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

4.4 Contract Pricing:

4.4.1 All prices shall be firm, fixed, and as indicated in the Exhibit C, Pricing Pages. The state shall not pay nor be liable for any other additional costs, including but not limited to taxes, shipping charges, insurance, interest, penalties, termination payments, liquidated damages, attorney fees, etc.

FMDC26-0011 Page 14

4.4.2 Renewal Pricing: If the option for renewal is exercised by the department, the contractor shall agree that the percentages for the renewal period shall not exceed the percentages for the applicable renewal period stated on the Exhibit C, Pricing Pages.

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

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

4.5 Termination for Convenience:

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

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

FMDC26-0011 Page 15 contract assignments, which shall be addressed in a contract amendment. Any other means of assignment shall be void and of no effect. Subject to the foregoing, the contract shall bind and inure to the benefit of the parties, their respective successors, and permitted assigns.

4.8 Contractor Liability:

4.8.1 The contractor shall be responsible for any and all personal injury (including death) or property damage as a result of the contractor's negligence involving any equipment or service provided under the terms and conditions, requirements and specifications of the contract. In addition, the contractor assumes the obligation to save the State of Missouri, including its agencies, employees, and assignees, from every expense, liability, or payment arising out of such negligent act.

a. The contractor also agrees to hold the State of Missouri, including its agencies, employees, and assignees, harmless for any negligent act or omission committed by any subcontractor or other person employed by or under the supervision of the contractor under the terms of the contract.

b. The contractor shall not be responsible for any injury or damage occurring as a result of any negligent act or omission committed by the State of Missouri, including its agencies, employees, and assignees.

c. Under no circumstances shall the contractor be liable for any of the following: (1) third party claims against the state for losses or damages (other than those listed above) or (2) economic consequential damages (including lost profits or savings) or incidental damages, even if the contractor is informed of their possibility.

4.9 Insurance:

4.9.1 The contractor shall understand and agree that the State of Missouri cannot save and hold harmless and/or indemnify the contractor or employees against any liability incurred or arising as a result of any activity of the contractor or any activity of the contractor's employees related to the contractor's performance under the contract. Therefore, the contractor must acquire and maintain adequate liability insurance in the form(s) and amount(s) sufficient to protect the State of Missouri, its agencies, its employees, its clients, and the general public against any such loss, damage and/or expense related to his/her performance under the contract. General and other non-professional liability insurance shall include an endorsement that adds the State of Missouri as an additional insured. Self-insurance coverage or another alternative risk financing mechanism may be utilized provided that such coverage is verifiable and irrevocably reliable, and the State of Missouri is protected as an additional insured. In the event any insurance coverage is cancelled, the department must be notified at least thirty (30) calendar days prior to such cancellation.

4.10 Single Point of Contact and Responsibility:

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

4.11 Contractor Status:

4.11.1 The contractor shall be considered an independent contractor and shall not represent itself, its employees, or its subcontractors to be employees of the State of Missouri. The contractor shall assume all legal and financial responsibility for salaries, taxes, FICA, employee fringe benefits, workers compensation, employee insurance, minimum wage requirements, overtime, etc.

4.12 Subcontractors:

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

FMDC26-0011 Page 16 harmless from and against any and all claims of damage, loss, and cost (including attorney fees) of any kind related to a subcontract in those matters described in the contract between the State of Missouri and the contractor.

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

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

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

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

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

4.13 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

FMDC26-0011 Page 17 secure the required participation and whether the contract will be amended to change the contractor’s participation commitment.

d. No later than 30 calendar days after the effective date of the first renewal period the contractor must submit an affidavit to the department. The affidavit must be signed by the director or manager of the participating Organizations for the Blind/Sheltered Workshop verifying provision of products and/or services and compliance of all contractor payments made to the Organizations for the Blind/Sheltered Workshops. The contractor may use the affidavit available on the Department’s website at https://purch.oa.mo.gov/vendor-information or another affidavit providing the same information.

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 Subcontractors:

4.15.1 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.

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

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

4.15.4 The contractor must notify and obtain approval from the state agency upon establishing any new subcontracting arrangements in writing related to the products and/or services provided to the state agency as a result of the contract.

4.15.5 Pursuant to subsection 1 of section 285.530, RSMo, no contractor or subcontractor must 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 must not be liable when such contractor or subcontractor contracts with its direct subcontractor who violates subsection 1 of section 285.530, RSMo, if the contract binding the contractor and subcontractor affirmatively states that:

a. The direct subcontractor is not knowingly in violation of subsection 1 of section 285.530, RSMo, and must 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.

https://purch.oa.mo.gov/vendor-information

FMDC26-0011 Page 18

4.16 Coordination:

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

4.17 Inventions, Patents, and Copyrights:

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

4.18 Force Majeure:

4.18.1 Neither the state nor the contractor shall be liable to the other for any failure or delay of performance of any obligations hereunder when such failure or delay shall have been wholly or principally caused by acts or events beyond the state’s or…