INVITATION FOR BID (IFB) MDC 0000000218SL

If you have any questions, please contact:

Procurement Entity State of Missouri

Buyer LISA LARIVEE Location

Phone Fax

E-mail Lisa.Larivee@mdc.mo.gov

State of Missouri

Missouri Department of Conservation

RESPONSES ARE DUE NO LATER THAN: July 29, 2026, AT 2:00 PM CENTRAL TIME

CResponses are preferred to be submitted electronically via MissouriBUYS, powered by MOVERS. If bid response preference is by US mail, please contact Buyer of Record.

Original contract period shall be Date of Award through June 1, 2027

ATTENTION:

1. After reviewing the solicitation, the supplier must complete and return all necessary exhibits.

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

Exhibits herein as explained in the solicitation's Supplier Response Exhibits, suppliers are encouraged to IMMEDIATELY begin securing these verifications.

3. The supplier must be registered in MissouriBUYS, powered by MOVERS) to be considered for contract award.

INSTRUCTIONS:

1. From the Table of Contents on the left-hand side of this screen, navigate to the Contract Terms section and click the Download Contract button to review the solicitation terms in its entirety.

2. Navigate to the Lines and Requirements sections to review and download any available attachments.

3. Click Create Response to enter your response.

Table of Contents

1 Overview

1.1 General Information

1.2 Schedule

1.3 Additional Information

1.4 Solicitation Controls

1.5 Terms

2 Requirements

2.1 Section 1. Organization for the Blind/Sheltered Workshop and Service-Disabled Veteran Business Enterprise (SDVE) Participation Commitment

2.2 Section 2. State of Missouri Tax Compliance

2.3 Section 3. Secretary of State Registration or Exemption

2.4 Section 4. Employee/Conflict of Interest

3 Lines

3.1 Line Information

3.2 Line Details

3.2.1 Line 1

3.2.2 Line 2

3.2.3 Line 3

3.2.4 Line 4

3.2.5 Line 5

3.2.6 Line 6

3.2.7 Line 7

3.2.8 Line 8

3.2.9 Line 9

3.2.10 Line 10

4 Contract Terms

1 Overview

1.1 General Information

Title Clean Tree Seed

Synopsis Clean tree seed for the Missouri Department of Conservation George O. White State Nursery located in Licking, MO

Buyer LISA LARIVEE Outcome Blanket Purchase Agreement

E-Mail Lisa.Larivee@mdc.mo.gov

1.2 Schedule

Close Date 07/29/2026 2:00 PM Open Date 07/08/2026 4:00 PM Time Zone Central Time

1.3 Additional Information

Pre-Bid/Pre-Proposal Conference Date and Time 00+00:00

Pre-Bid/Pre-Proposal Conference Location Tour Date and Time 00+00:00

Tour Location Tour Contact Name

Tour Contact Phone # Tour Contact Email

1.4 Solicitation Controls

Response Visibility Sealed

Lines Settings Rank Indicator No indicator displayed

Ranking Method Price only

1.5 Terms

Agreement Start Date Agreement End Date Agreement Amount

(USD)

Minimum Release

Amount (USD) Payment Terms Immediate Freight Terms

Shipping Method FOB Solicitation Currency USD (US Dollar)

Price Precision 2

2 Requirements *Response is required

2.1 Section 1. Organization for the Blind/Sheltered Workshop and Service-Disabled Veteran Business Enterprise (SDVE) Participation Commitment

*1.

Organization for the Blind/Sheltered Workshop

• The services performed or the products provided by the listed Organization for the Blind/Sheltered Workshop must provide a commercially useful function related to the delivery of the contractually required service/product in a manner that will constitute an added value to the contract and shall be performed/provided exclusive to the performance of the contract.

• The supplier must either be an Organization for the Blind or a Sheltered Workshop or must be proposing to utilize an Organization for the Blind/Sheltered Workshop as a subcontractor and/or supplier in an amount that must equal, at a minimum, the greater of $5,000 or 2% of the total dollar value of the contract for purchases not exceeding $10 million.

• The supplier may propose more than one Organization for the Blind/Sheltered Workshop as part of the supplier's total committed participation. However, the services performed or products provided must still meet the requirements noted herein.

Select all that apply:-

a. Organization for the Blind/Sheltered Workshop

b. Service-Disabled Veteran Business Enterprise (SDVE)

c. None

Respond to the following requirements if you selected option a. for requirement 1.

*1.a.1. Provide the name of the Organization for the Blind or Sheltered Workshop proposed and the description of products/services to be provided.

Complete and upload the attached Documentation of Intent to Participate.

Attachments:

File Name or URL Type Description Documentation of Intent to Par

File

Response attachments are required.

Respond to the following requirements if you selected option b. for requirement 1.

*1.b.1. Provide the name of the SDVE proposed and the description of products/services to be provided.

If a participating organization is an SDVE, and unless the Service-Disabled Veteran's (SDV) documents were previously submitted within the past three (3) years to the Department or to the Office of Administration, Division of Purchasing, the supplier must provide the following SDV documents:

• A copy of the SDV's Certificate of Release or Discharge from Active Duty [DD Form 214]; and

• A copy of the SDV's disability rating letter issued by the Department of Veterans Affairs establishing a service-connected disability rating, or a Department of Defense determination of service-connected disability.

Complete and upload the attached SDVE Documentation of Intent to Participate.

Attachments:

File Name or URL Type Description

SDVE

Documentation of Intent t

File

Response attachments are required.

2.2 Section 2. State of Missouri Tax Compliance

*1. In accordance with Section 34.040.7, RSMo, the Department is precluded from contracting with a supplier or its affiliate who makes sales at retail of tangible personal property or for the purpose of storage, use, or consumption in this state but fails to collect and properly pay the tax as provided in Chapter 144, RSMo.

In order to verify the supplier's State of Missouri tax compliance with the Missouri Department of Revenue (DOR), the supplier must provide a "Vendor No Tax Due" certificate issued by DOR prior to award. By providing the "Vendor No Tax Due" certificate, the supplier is verifying the supplier is either registered to collect sales and/or use tax in Missouri or is not making retail sales of tangible personal property or providing taxable services in Missouri.

The DOR will issue the "Vendor No Tax Due" certificate if the supplier is properly registered to collect and have properly remitted sales and/or use tax or if the supplier is not making retail sales in Missouri.

How to Obtain a "Vendor No Tax Due" Certificate

• A "Vendor No Tax Due" certificate can be obtained from the Missouri Department of Revenue when a business pays all of its sales/use tax in full, up to date, does not have a sales tax delinquency, or does not sell tangible personal property in Missouri.

• If taxes are due, depending on the payment history of the business, a cashier's check or money order may be required for payment before a "Vendor No Tax Due" certificate can be issued.

• A "Vendor No Tax Due" certificate can be obtained by completing and submitting the Request for Tax Clearance, Form 943, to the Missouri Department of Revenue, Division of Taxation & Collection. This form is available at http://dor.mo.gov/forms/943.pdf. Make sure to select the appropriate "Reason for Request' on page 2 of the form.

• For assistance, call (573) 751-9268 or email taxclearance@dor.mo.gov. Additional information regarding Section 34.040.7, RSMo, is available on the Department of Revenue's website at http://dor.mo.

gov/business/sales.

NOTE: Make sure to request a "Vendor No Tax Due" certificate as there are other similar tax clearance forms that do not meet this verification requirement. The steps to obtain a "Vendor No Tax Due" certificate is outlined at https://dor.

mo.gov/taxation/business/tax-types/sales-use/hb600.html.

"Vendor No Tax Due" certificate is attached.

Select one of the following:-

a. Yes(Response attachments are required)

b. No

Respond to the following requirements if you selected option b. for requirement 1.

*1.b.1. Enter date Form 943 was submitted to DOR.

2.3 Section 3. Secretary of State Registration or Exemption

*1. In accordance with Section 351.572, RSMo, the supplier must be properly registered with the Missouri Secretary of State or identify how the supplier's business is exempt from registering with the Missouri Secretary of State.

In order to verify the supplier is properly registered with the Missouri Secretary of State, the supplier must either be:

• properly registered with the Missouri Secretary of State at time of bid submission or prior to contract award, or

• must identify how the supplier's business is exempt from registering with the Missouri Secretary of State.

NOTE: For any questions regarding Secretary of State registration, suppliers should go to https://www.sos.mo.

gov/business/startBusiness.asp or call 866-223-6535, Monday through Friday, 8:00 a.m. to 5:00 p.m., Central Time, excluding state holidays.

Complete and upload the attached exhibit and enter "Complete" in the text box below.

Attachments:

File Name or URL Type Description Secretary of State Registration

File

Response attachments are optional.

http://dor.mo.gov/forms/943.pdf http://dor.mo.gov/business/sales.

http://dor.mo.gov/business/sales.

https://dor.mo.gov/taxation/business/tax-types/sales-use/hb600.html.

https://dor.mo.gov/taxation/business/tax-types/sales-use/hb600.html.

https://www.sos.mo.gov/business/startBusiness.asp https://www.sos.mo.gov/business/startBusiness.asp

2.4 Section 4. Employee/Conflict of Interest

*1. Complete and upload the attached exhibit and enter "Complete" in the text box below.

Attachments:

File Name or URL Type Description Employee Conflict of Interest.

File

Response attachments are required.

3 Lines Instructions The supplier shall provide the firm, fixed, per pound price and on the separate downloadable attachment, provide the number of pounds the supplier intends to offer pursuant to all mandatory requirements herein. All costs associated with providing the seed, including delivery, shall be provided.

3.1 Line Information

Line Estimated Quantity

UOM Response Price

Line Amount

Response Minimum

Release Amount

1-Aromatic Sumac (Rhus aromatic) Missouri source Crop year 2025-2026, Delivery date:

04/05/2027

25 POU

ND

2-Bald Cypress (Taxodium distichum) Midwest source Crop year 2026- Delivery Date:

12/15/2026

250 POU

3-Deciduous Holly (Ilex decidua) Missouri source Crop year 2025-2026 - Delivery Date:

12/01/2026

50 POU

4-Eastern Wahoo (Euonymus atropureus) Midwest source Crop year 2025 -2026 - Delivery Date: 10/20/2026

30 POU

5-Hazelnut (Corylus americana) Midwest source Crop year 2025- 2026 - Delivery Date: 10/20/2026

400 POU

Line Estimated Quantity

UOM Response Price

Line Amount

Response Minimum

Release Amount

6-Redbud (Cercis canadensis) Midwest source Crop year 2025- 2026 - Delivery Date: 4/5/2027

50 POU

7-River Birch (Betula nigra) Midwest source Crop year 2025- 2026 - Delivery Date: 4/5/2027

10 POU

8-Downy Serviceberry (Amelanchier arborea) Midwest source Crop year 2025-2026 - Delivery Date:

4/5/2027

10 POU

9-Sycamore (Platanus occidentalis) Missouri source Crop year 2025- 2026 - Delivery Date: 4/5/2027

20 POU

10-Wild plum species (Prunus spp.) Midwest source Crop year 2025-2026 - Delivery Date:

11/15/2026

500 POU

3.2 Line Details

3.2.1 Line 1 Aromatic Sumac (Rhus aromatic) Missouri source Crop year 2025-2026, Delivery date:

04/05/2027

Category Name 10150000 - SEEDS

AND BULBS AND

SEEDLINGS AND

CUTTINGS

Item Revision Allow Alternate Lines No

Target Minimum Release Amount (USD)

Start Price (USD)

3.2.2 Line 2 Bald Cypress (Taxodium distichum) Midwest source Crop year 2026- Delivery Date: 12/15/2026

SEEDLINGS AND

CUTTINGS

Item Revision Allow Alternate Lines No

Target Minimum Release Amount (USD)

3.2.3 Line 3 Deciduous Holly (Ilex decidua) Missouri source Crop year 2025-2026 - Delivery Date: 12/01/2026

SEEDLINGS AND

CUTTINGS

Item Revision Allow Alternate Lines No

Target Minimum Release Amount (USD)

Start Price (USD)

3.2.4 Line 4 Eastern Wahoo (Euonymus atropureus) Midwest source Crop year 2025 -2026 - Delivery Date:

10/20/2026

SEEDLINGS AND

CUTTINGS

Item Revision Allow Alternate Lines No

Target Minimum Release Amount (USD)

3.2.5 Line 5 Hazelnut (Corylus americana) Midwest source Crop year 2025-2026 - Delivery Date: 10/20/2026

SEEDLINGS AND

CUTTINGS

Item Revision Allow Alternate Lines No

Target Minimum Release Amount (USD)

3.2.6 Line 6 Redbud (Cercis canadensis) Midwest source Crop year 2025-2026 - Delivery Date: 4/5/2027

SEEDLINGS AND

CUTTINGS

Item Revision Allow Alternate Lines No

Target Minimum Release Amount (USD)

3.2.7 Line 7 River Birch (Betula nigra) Midwest source Crop year 2025-2026 - Delivery Date: 4/5/2027

SEEDLINGS AND

CUTTINGS

Item Revision Allow Alternate Lines No

Target Minimum Release Amount (USD)

Start Price (USD)

3.2.8 Line 8 Downy Serviceberry (Amelanchier arborea) Midwest source Crop year 2025-2026 - Delivery Date: 4/5/2027

SEEDLINGS AND

CUTTINGS

Item Revision Allow Alternate Lines No

Target Minimum Release Amount (USD)

Start Price (USD)

3.2.9 Line 9 Sycamore (Platanus occidentalis) Missouri source Crop year 2025-2026 - Delivery Date: 4/5/2027

SEEDLINGS AND

CUTTINGS

Item Revision Allow Alternate Lines No

Target Minimum Release Amount (USD)

Start Price (USD)

3.2.10 Line 10 Wild plum species (Prunus spp.) Midwest source Crop year 2025-2026 - Delivery Date:

11/15/2026

SEEDLINGS AND

CUTTINGS

Item Revision Allow Alternate Lines No

Target Minimum Release Amount (USD)

4 Contract Terms

Contract Terms and Conditions

Purpose Titles Background and Historical Usage Information State Expenditures IFB Questions Scope of Work General Requirements Contractor's Obligation Use of Subcontractors Assignment of Contract Amendments Applicable Laws Product Requirements Estimated Quantities Contractor Sample Assurance Substitutions Replacement of Damaged Product Delivery Requirements Department's Option to Add/Remove Areas Invoicing and Payment Requirements Terms and Conditions Applicable Laws and Regulations Non-Discrimination and Affirmative Action Americans with Disabilities Act Business Registration Data Breach Elected or Appointed Officials and Employees Indemnification Legal Proceedings Invoicing and Payment Non-Appropriation of Funds Open Records Protests Records Access State Preferences Taxes General Contractual Requirements Contract Governance Supplier's Response Binding Notice of Award Contract Amendment Contract Period Contract Pricing Renewal Pricing Termination for Convenience Cancellation for Breach of Contract Contract Assignment Contractor Liability Insurance Single Point of Contact and Responsibility

Contractor Status Subcontractors Participation by Other Organizations Coordination Property of State Confidentiality and Security Documents Force Majeure Actions, Suits, or Proceedings Warranties and Representations Conflict of Interest Remedies and Rights Communications and Notices Survivability of Terms Supplier Submission, Evaluation, and Award Information Bid Submission Overview Preparation of Bid Compliance with Requirements, Terms, and Conditions Foreign Suppliers Solicitation Response Submission Options Hard Copy Submission of Solicitation Response On-Line Submission of Solicitation Response Bid Opening Award Determination Evaluation Process Compliance Review Business Compliance Requirements Clarifications and Corrections The Domestic Products Procurement Act Organization for the Blind and Sheltered Workshop Participation Prerequisites

Purpose

This document constitutes an invitation for competitive bids for the Missouri Department of Conservation (hereinafter referred to as "Department") in accordance with the requirements and provisions stated herein.

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.

Background and Historical Usage Information

The Missouri Department of Conservation's mission is to protect and manage the fish, forest, and wildlife resources of the state, to serve the public and facilitate their participation in resource management activities, and to provide opportunities for all citizens to use, enjoy and learn about fish, forest, and wildlife resources.

State Expenditures

1. Accuracy of Background Information

Although an attempt has been made to provide accurate and up-to-date information, the Department does not warrant or represent that the background information provided herein reflects all relationships or existing conditions related to this Invitation for Bid.

IFB Questions

1. Buyer is Single Point of Contact for Solicitation

The supplier and the supplier's agents (including subcontractors, employees, consultants, or anyone else acting on their behalf) must direct all questions or comments regarding the IFB, the solicitation process, the evaluation, etc., to the buyer of record indicated on the first page of this IFB. Suppliers and their agents who have questions regarding this matter should contact the buyer. It is preferred that questions be emailed to the buyer.

a. Except as noted herein, suppliers 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. Suppliers can be sanctioned for unauthorized contact with any evaluator under 1 Code of State Regulations (CSR) 40-1.060(8)(G) and (H) available at

2. Supplier is Responsible for Asking Questions Regarding the IFB

It is the supplier's responsibility to ask questions, request changes or clarifications, or otherwise advise the Department if the supplier 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 supplier's ability to submit a bid.

3. Supplier Questions Deadline

All questions and issues should be submitted at least five (5) business days prior to the return date of the bid. If not received prior to five (5) business days before the bid return date, the Department may not be able to fully research and consider the respective questions or issues.

4. Department's Response to Supplier Questions

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

5. IFB is Department's Only Official Position

The only official position of the Department shall be that which is contained in the IFB and any amendments thereto.

Scope of Work

General Requirements

The contractor shall provide clean tree seed to the George O. Whtie State Nursery in Licking, MO in accordance with the provisions and requirements stated herein and to the sole satisfaction of the Department.

Contractor's Obligation

Unless otherwise specified herein, the contractor shall provide all tools, equipment, materials, labor, supervision, and supplies necessary to perform the services herein.

Use of Subcontractors

The contractor shall not engage or use the services of subcontractors in performing the contract unless the contractor obtains prior written approval from the Department. Any subcontractors used in conjunction with this agreement shall be bound to the same requirements placed on the contractor.

Assignment of Contract

This contract may not be assigned in whole or in part by the contractor without written consent of the Department.

Amendments

The contractor shall agree that this agreement shall not be amended or modified except in writing and signed by all parties of the original agreement.

Applicable Laws

The contractor agrees to comply with all applicable laws of the State of Missouri.

This contract shall be interpreted in accordance with the laws of the State of Missouri. It is mutually agreed that the venue for any cause of action regarding this contract shall be the Circuit Court of Cole County, Jefferson City, Missouri.

Product Requirements

The clean tree seed must be free of fruit and/or hulls.

All seed must be of 2026 crop unless otherwise noted.

All seed must be of the geographic source indicated in the Pricing Page. Midwest source seed must be of Missouri, Kansas, Iowa, Illinois, Kentucky, Arkansas, Tennessee, or Oklahoma origin.

Estimated Quantities

The quantities indicated in this IFB are estimates that pertain to the total aggregate quantities that may be ordered incrementally at multiple times throughout the stated contract period. The estimates do not indicate single order amounts unless otherwise stated. The Department makes no guarantee about single order quantities or total aggregate order quantities.

Contractor Sample Assurance

The contractor shall provide products that conform to all mandatory specifications, terms, conditions, and requirements stated herein. Furthermore, the contractor shall provide the Department with the same product that was submitted, and which passed sample-testing as part of the bid evaluation.

Substitutions

The contractor shall not substitute any items that have been awarded to the contractor without the prior written approval of the Department.

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

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

c. Any item substitution shall require a formal contract amendment authorized by the Department prior to the Department acquiring the substitute item under the contract.

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

Replacement of Damaged Product

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

Delivery Requirements

Seed must be delivered by the dates listed on the Pricing page.

The contractor shall agree that if the delivery deadline listed on the Pricing Page is not met, the Department reserves the right to order from another supplier and reject and return the seed at the contractor's expense, unless:

No later than five (5) business days prior to the delivery deadline, the contractor may request special arrangements with the Nursery Supervisor for a late delivery. the Department reserves the right to reject the request and proceed with ordering from another supplier. the Department will take into consideration any delay (e.g. weather, planting, etc.) that the Department has encountered that will allow for late delivery.

The contractor and/or contractor's subcontractor(s) shall deliver seed in accordance with the contracted delivery times stated herein to the department upon receipt of authorized purchase order or procurement card transaction notice. Delivery shall include unloading shipments at the Department's dock or other designated unloading site as requested by the Department. All orders must be shipped FOB (free on board), freight prepaid and allowed. All orders received on the last day of the contract must be shipped at the contract price. All deliveries must be coordinated with the Department.

Department's Option to Add/Remove Areas

The Department may add or remove areas or change the priority of work areas during the contract period. If the Department requests addtional services on areas, the days and times of services shall be mutually agreed upon. The prices stated on the Pricing Page shall remain in effect for any additions and/or changes in work areas or priorities throughout the contract period.

Invoicing and Payment Requirements

The contractor shall be paid in accordance with the firm, fixed price stated on the Pricing Page after acceptance of seed by the Department.

1. Invoicing

The contractor shall submit to the Department an itemized invoice for seed upon completion and acceptance of the Department's scope of work.

a. Invoices shall be mailed to:

Missouri Department of Conservation

George O. White State Nursery

Mike Fiaoni

14027 Shafer Road

Licking, MO 65542

Or submitted electronically to: Mike.Fiaoni@mdc.mo.gov

b. The contractor shall use uniquely identifiable invoice numbers to distinguish an invoice from a previously submitted invoice and shall include on the invoice the remittance address listed in the contractor's MissouriBUYS, powered by MOVERS supplier 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 IFB.

c. The statewide financial management system has been designed to capture certain receipt and payment information. For each purchase order received, an invoice must be submitted that references the purchase order number and should be itemized in accordance with items listed on the purchase order. Failure to comply with this requirement may delay processing of invoices for payment.

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

2. Payment

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

2. The Department does not pay state or federal taxes unless otherwise required under law or regulation.

3. The Department 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 Department's rejection and shall be returned at the contractor's expense.

4. The Department will not pay for a software component until the initiation of the implementation of that software component.

5. 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.

Terms and Conditions

Applicable Laws and Regulations

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

Non-Discrimination and Affirmative Action

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

Americans with Disabilities Act

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.

Business Registration

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.

Data Breach

If a data breach impacting the Department's data requires the Department to comply with section 407.1500, RSMo, the contractor shall assist the Department by providing to the Department any requested information held by the contractor concerning the breach and the Department's data stored in the software and services being provided as a result of the contract.

Elected or Appointed Officials and Employees

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.

Indemnification

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.

Legal Proceedings

a. 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 solicitation 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.

b. The contractor and the Department 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.

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

Invoicing and Payment

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.

Non-Appropriation of Funds

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 Department for any period in which funds have not been appropriated, have been withheld, or have been restricted, and the Department 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).

Open Records

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

Protests

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.

Records Access

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

State Preferences

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

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

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

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

Workshops;

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

Taxes

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.

General Contractual Requirements

Contract

A binding contract shall consist of the following documents:

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

b. the most current version of the contractor's bid, Department-requested clarification responses, and contract amendment responses, and the contractor's documentation;

and

c. the Department's acceptance of the response (bid) by "notice of award".

Governance

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

b. The contractor further agrees that the language of the solicitation shall govern in the event of a conflict with the contractor's response.

Supplier's Response Binding

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

Notice of Award

A Notice of Award issued by the Department does not constitute an authorization for shipment of equipment or supplies or a directive to proceed with services. Before providing equipment, supplies, and/or services for the Department, the contractor must receive a properly authorized purchase order or other form of authorization given to the contractor at the discretion of the Department.

Contract Amendment

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.

Contract Period

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

Contract Pricing

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

Renewal Pricing

If the option for renewal is exercised by the Department, the contractor shall agree that the prices/percentages for the renewal period shall not exceed the prices/percentages for the applicable renewal period stated on the Pricing Pages.

a. If renewal prices/percentages are not provided with the accepted response, then pricing 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 Department 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 Department 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.

Termination for Convenience

The Department reserves the right to terminate the contract at any time, for the convenience of the Department, 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 Department pursuant to the contract prior to the effective date of termination. The Department shall determine the value of any work in process, but not completed and accepted by the Department, based on the work products created and agreed to by both parties

Cancellation for Breach of Contract

a. 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.

b. 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.

c. 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.

d. 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 Department for any period in which funds have not been appropriated or where the funds are withheld by the governor, and the Department shall not be liable for any costs associated with termination caused by lack of appropriations or due to the governor's withholding.

Contract Assignment

Any contract assignment, except as noted below, shall require prior written consent by the Department, which shall not be unreasonably withheld. However, the contractor may assign the contract without the Department'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 Department and all past due fees are paid in full. The contractor must notify the Department of all contract assignments, which shall be addressed in a contract amendment. Any other means of assignment shall be void and of no effect. Subject to the foregoing, the contract shall bind and inure to the benefit of the parties, their respective successors, and permitted assigns.

Contractor Liability

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 Department, including its employees and assignees, from every expense, liability, or payment arising out of such negligent act.

a. The contractor also agrees to hold the Department, including its 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 Department, including its employees and assignees.

c. Under no circumstances shall the contractor be liable for any of the following: (1) third party claims against the Department for losses or damages (other than those listed above); (2) loss of, or damage to, the Department's records or data; or (3) economic consequential damages (including lost profits or savings) or incidental damages, even if the contractor is informed of their possibility.

Insurance

The contractor shall understand and agree that the Department 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 Department, 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 Department 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 Department 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.

1. Transportation of Department Property

The contractor shall understand and agree that the Department 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 shall maintain adequate liability insurance in the form(s) and amount(s) sufficient to protect the Department, its employees, its clients, and the general public against any loss, damage, and/or expense related to his/her performance under the contract. The insurance coverage shall include, but shall not necessarily be limited to, general liability, professional liability, etc. In addition, automobile liability coverage for the operation of any motor vehicle must be maintained if the terms of the contract require any form of transportation services. The limits of liability for all types of coverage shall not be less than $2,000,000.00 per occurrence. The general and other non-professional liability insurance shall include an endorsement that adds the Department as an additional insured.

Single Point of Contact and Responsibility

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

Contractor Status

The contractor shall be considered an independent contractor and shall not represent itself, its employees, or its subcontractors to be employees of the Department. 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.

Subcontractors

a. The contractor shall assume and be solely responsible for fulfillment of all contractual obligations and all legal and financial responsibilities related to the execution of a subcontract.

b. The contractor shall understand and agree that utilization of a subcontractor to provide any of the services in the contract shall not relieve the contractor of the responsibility for providing the services specified herein. The contractor shall coordinate activities with the contractor's subcontractors. The Department will coordinate activities between the contractor and third-party vendors provided by the Department.

c. Except in cases where the Department's actions are the cause of a subcontractor claim, the contractor must ensure that the Department is indemnified, saved, and held harmless from all claims of damage, loss, and cost (including attorney fees) of any kind related to a subcontract in those matters to the same extent the contractor indemnifies the state as described in the contract between the Department and the contractor.

d. The contractor must notify the Department upon establishing any new subcontracting arrangements related to the products and/or services provided to the Department as a result of the contract.

e. 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:

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

• 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.

Participation by Other Organizations

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 Department 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 Department may cancel the contract and/or suspend or debar the contractor from participating in future Department 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.

• The contractor must obtain the written approval of the Department for any new entities.

This approval shall not be arbitrarily withheld.

• If the contractor cannot obtain a replacement entity, the contractor must submit documentation to the Department detailing all efforts made to secure a replacement.

The Department shall have sole discretion in determining if the actions taken by the contractor constitute a good faith effort to secure the required participation and whether the contract will be amended to change the contractor's participation commitment.

d. No later than thirty (30) calendar days after the contract's expiration date, 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 Division of Purchasing's website at https://purch.oa.mo.

gov/vendor-information or another affidavit providing the same information.

Coordination

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.

Property of State

a. All documents, data, reports, supplies, equipment, and accomplishments prepared, furnished, or completed by the contractor pursuant to the terms of the contract shall become the property of the Department. Upon expiration, termination, or cancellation of the contract, said items shall become the property of the Department.

b. The contractor shall further agree that no reports, documentation, or material prepared, including the program(s) developed as required by the contract, shall be used or marketed by the contractor or released to the public…