OSPD MSPD 0000000010SL PBX and Cabling Services .docx

STATE OF MISSOURI

Office of State Public Defender (OSPD)

Request for Quotation (RFQ) for SMALL OFFICE PBX SUPPORT, NETWORK AND VOICE CABLING SERVICES

Estimated Contract Start Date: November 16, 2026 AT 8:00 AM CENTRAL TIME Response should be submitted electronically through MissouriBUYS, powered by MOVERS, at https://missouribuys.mo.gov

RFQ CONTACT INFORMATION:

BUYER: Janthony Johnson EMAIL: Procurement@mspd.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:

Office of State Public Defender 1000 West Nifong Blvd, Bldg 7 Ste 100 Columbia, MO 65203

MSPD 0000000010SL

1. After reviewing the Request for Quotation (RFQ), the vendor must complete and return Exhibit A, Bid Signature Page and all other necessary exhibits.

2. Due to lead times for obtaining the information needed to complete the various Business Compliance Exhibits herein as explained in the RFQ’s Vendor Response Exhibits, vendors are encouraged to IMMEDIATELY begin securing these verifications.

3. The vendor must be registered in MissouriBUYS, powered by MOVERS in a “Prospective” or “Spend Authorized” registration status to submit a bid. The Vendor must achieve “APPROVED” registration status in MissouriBUYS, powered by MOVERS to be considered for a contract award. Reference Section 5.

ATTENTION:

RFQ Organization:

RFQ Sections

RFQ Vendor Response Exhibits (Return these exhibits with the bid)

BUSINESS COMPLIANCE EXHIBITS

Attachment (Separate Document) (Do not return the document with response)

1. INTRODUCTION AND BACKGROUND INFORMATION SECTION

1.1 Introduction:

1.1.1 Purpose: This document constitutes a request for quotation for the provision of Small Office PBX Support, Network and Voice Cabling Services as set forth herein for the Office of State Public Defender (hereinafter referred to as “state agency”).

1.1.2 Office building locations where services shall be performed are listed in attachment 1. Street addresses and city locations may change during the period of this contract depending on OSPD space needs and statuses of current leases.

1.1.3 Panasonic phone and voicemail systems include but are not limited to Panasonic 50G, 100, 200 and NS700 systems.

1.1.4 Minimum Experience Qualifications: There are minimum experience qualifications in the RFQ (See Section 2.2. Contractor Requirements in Section 2: Scope of Work.)

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

1.2 Background and Historical Usage Information:

1.2.1 The Office of State Public Defender (OSPD) is an independent department of the Judicial Branch governed by Chapter 600. The OSPD’s Headquarters is in Columbia, Missouri with other offices located throughout the state of Missouri. See attachment 1 for additional details.

1.3 Current and/or Previous Contract Information:

1.3.1 No previous contract exists for the products and/or services being obtained via this RFQ.

1.4 RFQ Questions:

1.4.1 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. Questions shall 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.

1.4.2 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 state agency 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.

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

1.4.4 State’s Response to Vendor Questions: Upon the state agency’s consideration of questions and issues, if the state agency 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).

1.4.5 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.

1.5 Addendums:

1.5.1 If the state agency 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.

1.6 Glossary of Terms and Acronyms:

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

1.6.2 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.

1.7 Accuracy of Background Information:

1.7.1 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****

2. SCOPE OF WORK SECTION

2.1 General Requirements:

2.1.1 The contractor shall provide PBX, Network and Voice Cabling Services for the OSPD in accordance with the provisions and requirements stated herein and to the sole satisfaction of the state agency.

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

2.1.3 The contractor shall provide one (1) individual who shall be available for contact by the State Agency during normal business hours (Monday through Friday 7:30 a.m. through 5:00 p.m.) as well as weekends, holidays, and after-hour emergency calls.

2.1.4 Contract Limit and Expenses – The total amount of this contract shall not exceed $100,000 per contract period. Pricing and fees will be invoiced in accordance with Exhibit C – Pricing Page, which is attached hereto and is incorporated by reference as if fully set forth herein.

2.1.5 The contractor shall perform all services to the sole satisfaction of the State Agency.

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

2.2 Contractor Requirements:

2.2.1 The contractor’s personnel must have a minimum of five (5) years’ experience with networking and voice cabling services including installation, maintenance, repair, testing and planning.

2.2.2 The contractor’s personnel must have a minimum of five (5) years’ experience (current or past) with Panasonic phone and voicemail systems including but not limited to 50G, 100, 200 and NS700 systems.

2.3 Performance Requirements:

2.3.1 The contractor shall provide services including, but not limited to the following:

a. Troubleshoot, maintain, repair and replace Panasonic phone systems. Including any PBX, desk phone, other related hardware, firmware and software.

b. Troubleshoot, maintain and repair networking and voice cabling.

c. Perform complete cable and PBX installations at new or renovated building locations.

d. Perform new installations of networking and voice cabling at current building locations.

e. Perform all applicable work to ANSI/TIA-568 and TIA-606 with cable test results and as-built documentation.

2.3.2 The contractor shall complete all work in compliance with cabling service plans, specifications, applicable state and local codes, laws, and regulations.

2.3.3 The responsibilities of the contractor shall include, but not be limited to, the following.

a. Contractor shall provide all supervision, labor, tools, and equipment to perform the services.

b. On any response to a service call, the technician shall record the work. The work ticket will show the time spent on the job, work performed, and all materials used for the service call.

c. Contractor’s employees are to report any safety hazards, evident misuse or damage to the equipment or environmental problems directly to the OSPD.

d. Any shutdown of service and/or utilities must be approved and scheduled with OSPD.

e. The Contractor shall be responsible for the removal of all debris and trash before leaving the work area.

2.3.4 Substitutions: The contractor shall not substitute any part or equipment identified on an approved materials list without the prior approval of the state agency. Any substitute must be of equal or better capability and quality and must not increase the approved not-to-exceed price.

2.4 Repair Services Requirements:

2.4.1 For purposes of this document, repairs shall be defined as follows:

a. Repair Services shall include, but not be limited to, repairs, parts, and labor to restore the normal operation and function of the network and or voice systems and components to acceptable condition as determined by the state agency.

1) The contractor must comply with the firm, fixed price per hour as stated on the Pricing Pages for Non-Emergency and Emergency Repairs and Services.

b. Advanced Repair and Installation Services shall include, but not limited to, replacement, upgrades, repairs, parts and labor to enhance, modernize, refurbish, renovate, perform complete new installations, expand, or improve the operation and function of the network and voice system(s) as approved by the state agency.

2.4.2 Prior to commencing a Non-Emergency, Emergency or Advanced Repair or Installation Service, the contractor shall provide the state agency with the following:

a. Guaranteed not-to-exceed total price for the repair service;

1) The guaranteed not-to-exceed total price shall be computed using the firm, fixed per hour, per person prices as stated on the Pricing Pages for Non-Emergency Repair Service, or the Emergency Repair service prices, and the cost for the parts and materials based on those costs plus % for the parts and materials as stated on the Pricing Page.

b. Definite timeline for completing the repair service; and

c. A detailed materials list that describes all materials and services required to complete the repair service in order for the state agency to properly evaluate the recommended repair service and ensure compliance with any mandatory technical specifications.

2.4.3 Upon request, the contractor shall provide supplier invoices or receipts documenting the contractor’s actual cost for all parts and materials billed under the contract.

2.4.4 If the guaranteed not-to-exceed price, timeline, and detailed material list is approved by the state agency, the state agency will provide a Notice to Proceed or Purchase Order to the contractor for the repair service, and the contractor shall proceed with the approved repair service.

a. The contractor shall only provide repair services at the request of and with the prior written approval of the state agency.

2.4.5 The contractor shall agree and understand that the state agency shall have the right to approve or reject the guaranteed not-to-exceed total price and obtain the necessary repair services from another party as deemed to be in the best interest of the State of Missouri.

a. In the event another party performs the necessary repair service, the contractor shall have the right to inspect the system(s) to verify proper completion of the repair service on the system(s).

2.4.6 In the event the state agency hires an outside/private company to correct substandard, deficient, or incomplete services provided by the contractor, the contractor shall be responsible for the total cost charged by the outside/private company to perform the corrective service.

2.5 Project Limit and Prevailing Wage: The state agency anticipates that services under this contract will consist of maintenance and repair work and individual projects not subject to Missouri’s prevailing wage law, sections 290.210 to 290.340, RSMo. The guaranteed not-to-exceed total price for any single Non-Emergency, Emergency, or Advanced Repair or Installation Service, including all labor, parts, and materials, shall not exceed $35,000. A single project shall not be divided into multiple service requests or purchase orders to avoid this limit. Any project anticipated to exceed $35,000 is outside the scope of this contract and will be solicited separately.

2.6 Insurance Requirements:

2.6.1 Insurance – The contractor shall procure and maintain for the duration of the contract a policy or policies of insurance for the protection of both the contractor and the State of Missouri and their respective officers, officials, agents, consultants, and employees. The State of Missouri requires certification of insurance coverage from the contractor prior to commencing work. The contractor shall maintain a minimum scope and extent of coverage as follows:

a. General Liability – Commercial General Liability, ISO coverage form number or equivalent CG 00 01 ("occurrence" basis), or I-SO coverage form number CG 00 02, or ISO equivalent. If ISO equivalent or manuscript general liability coverage forms are used, minimum coverage will be as follows: Premises/Operations, Independent Contractors, Products/Completed Operations, personal Injury, Broad Form Property Damage including Completed Operations, Broad Form Contractual Liability, and any other Special Hazards required by the work of the contract.

b. Automobile Liability – Business Automobile Liability Insurance, ISO Coverage form number or equivalent CA 00 01 covering automobile liability, code 1 "ANY AUTO".

c. Workers' Compensation and Employer's Liability – Statutory Workers' Compensation Insurance for Missouri and standard Employer's Liability Insurance, or the authorization to self-insure for such liability from the Missouri Division of Workers’ Compensation.

d. Minimum Limits of Insurance:

1) General Contractor Liability:

· $1,000,000 combined single limit per occurrence for bodily injury, personal injury, and property damage

· $2,000,000 annual aggregate

2) Automobile Liability - $1,000,000 combined single limit per occurrence for bodily injury and property damage

3) Workers' Compensation and Employers Liability

· Workers' Compensation limits as required by applicable State Statutes (generally unlimited) and minimum of $1,000,000 limit per accident for Employer's Liability.

· General Liability and Automobile Liability insurance may be arranged under individual policies for the full limits required or by a combination of underlying policies with the balance provided by a form-following Excess or Umbrella Liability policy.

e. Deductibles and Self-Insured Retentions – All deductibles, co-payment clauses, and self-insured retentions must be declared to and approved by the State of Missouri. The State of Missouri reserves the right to request the reduction or elimination of unacceptable deductibles or self-insured retentions, as they would apply to the State of Missouri, and their respective officers, officials, agents, consultants, and employees. Alternatively, the State of Missouri may request the contractor to procure a bond guaranteeing payment of losses and related investigations, claims administration, and defense expenses.

f. Other Insurance Provisions and Requirements – The respective insurance policies and coverage, as specified below, must contain, or be endorsed to contain the following conditions or provisions:

1) General Liability:

· The State of Missouri, and its respective commissioners, officers, officials, agents, consultants, and employees shall be endorsed as additional insureds by ISO form CG 20 26 Additional Insured - Designated Person or Organization. As additional insureds, they shall be covered as to work performed by or on behalf of the contractor or as to liability which arises out of contractor's activities or resulting from the performance of services or the delivery of goods called for by the contract.

· The contractor's insurance coverage shall be primary with respect to all additional insureds. Insurance of self-insurance programs maintained by the designated additional insureds shall be excess of the contractor's insurance and shall not contribute with it.

· Additionally, the contractor and contractor's general liability insurer shall agree to waive all rights of subrogation against the State of Missouri and any of their respective officers, officials, agents, consultants, or employees for claims, losses, or expenses which arise out of contractor's activities or result from the performance of services or the delivery of goods called for by the contract.

· The contractor's failure to comply with the terms and conditions of these insurance policies shall not affect or abridge coverage for the State of Missouri, or for any of their officers, officials, agents, consultants, or employees.

g. Automobile Insurance:

1) The State of Missouri, and their respective officers, officials, agents, consultants, and employees shall be endorsed as additional insureds by ISO form CG 20 26 - Additional Insured Designated Person or Organization. As additional insureds, they shall be covered as to work performed by or on behalf of the contractor or as to liability which arises out of contractor's activities or resulting from the performance of services or the delivery of goods called for by the contract.

2) The contractor's insurance coverage shall be primary with respect to all additional insureds. Insurance or self-insurance programs maintained by the designated additional insureds shall be in excess of the contractor's insurance and shall not contribute with it.

3) Additionally, the contractor and contractor's automobile insurer shall agree to waive all rights of subrogation against the State of Missouri and any of their respective officers, officials, agents, consultants, or employees for claims, losses, or expenses which arise out of contractor's activities or result from the performance of services or the delivery of goods called for by the contract.

4) The contractor's failure to comply with the terms and conditions of these insurance policies shall not affect or abridge coverage for the State of Missouri or for any of its officers, officials, agents, consultants, or employees.

h. Workers' Compensation/Employer's Liability – The contractor's workers' compensation insurance shall be endorsed with NCCI form WC 00 03 01 A - Alternative Employer Endorsement. The Alternative Employer Endorsement shall designate the State of Missouri as "alternate employers".

i. All Coverages – Each insurance policy required by this section of the contract shall contain a stipulation, endorsed if necessary, that the State of Missouri will receive a minimum of a thirty

(30) calendar day advance notice of any policy cancellation. Ten (10) calendar days advance notice is required for policy cancellation due to non-payment of premium.

j. Insurer Qualifications and Acceptability – Insurance required hereunder shall be issued by an A.M. Best, “B+” rated, Class IX insurance company approved to conduct insurance business in the state of Missouri.

k. Verification of Insurance Coverage – Prior to performing any services under the contract, the contractor-shall furnish the State of Missouri with Certificate(s) of Insurance and with any applicable original endorsements evidencing the required insurance coverage. The insurance certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All certificates and endorsements received by the State of Missouri are subject to review and approval by the State of Missouri. The State of Missouri reserves the right to require certified copies of all required policies at any time. If the scope of this contract will exceed one (1) year or if any of contractor's applicable insurance coverage expires prior to completion of the work or services required under an advanced repair project, the contractor must provide a renewal or replacement certificate before continuing work or services hereunder. If the contractor fails to provide documentation of required insurance coverage, the State of Missouri may issue a stop work order and no additional contract completion time and/or compensation shall be granted as a result thereof.

2.5 Service Requests Response Requirements:

2.5.1 The contractor shall respond to service requests for repairs based on the following:

a. Non-Emergency Service Request – The contractor shall provide a written acknowledgement within three (3) business days of receiving the request unless otherwise discussed with OSPD. Non-Emergency Service Requests shall be made during normal working hours (7:30 a.m. to 5:00 p.m.) or a time mutually agreed upon by the agency and the contractor.

b. Emergency Service Request – Emergency service requests include, but are not limited to, phone system outages and network outages. The contractor must be available to receive emergency service requests 24 hours a day, 7 days a week, including holidays. The contractor must contact the requesting OSPD staff member within two (2) hours of receiving an emergency service request and must be on-site, or begin remote work if appropriate, within twenty-four (24) hours unless otherwise agreed upon by OSPD.

2.5.2 The state agency shall provide the contractor with the names of people from the state agency who are authorized to request emergency services.

2.5.3 The contractor shall agree that service requests made verbally shall be confirmed with a completed and approved purchase order by the state agency.

2.6 Electronic Funds Transfer, Invoicing, and Payment Requirements:

2.6.1 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.

2.6.2 Invoicing: The contractor shall submit invoices monthly. The contractor shall perform the services prior to invoicing the state agency.

a. The contractor shall invoice the state agency on the contractor’s original descriptive business invoice form and submit the invoice to the following address:

Electronic Invoices:

Awarded vendor will be provided with an e-mail address for electronic invoices.

Paper Invoices:

Office of State Public Defender Attn: Accounts Payable 1000 West Nifong Bldg 7 Ste 100 Columbia, MO 65203

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 vendor registration.

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

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

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

2.6.3 Payment:

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

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

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.

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

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

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

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

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

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 state agency.

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:

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

3.7 Indemnification:

3.7.1 Unless expressly provided by Missouri law to the contrary, pursuant to the Constitution of the State of Missouri, Article III, section 39, subsections 2 and 5, the state shall not indemnify, hold harmless, or agree in advance to defend, any person or entity.

3.8 Legal Proceedings:

3.8.1 For any legal action or other proceedings, per section 27.050 and section 27.060, RSMo, the Missouri Attorney General is given the authority to represent the State of Missouri’s interests. The venue for any legal proceeding relating to or arising out of the RFQ or resulting contract shall be in circuit court for Cole County, Missouri or the United States District Court for the Western District of Missouri, Central Division.

3.8.2 The contractor and the state agree that if a dispute concerning the contract arises that the parties shall make an attempt to resolve the dispute through informal methods before initiating litigation.

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

3.9 Invoicing and Payment:

3.9.1 Invoicing and payments must follow section 33.120, section 34.055, and section 8.960, RSMo. All payments shall be made in arrears, unless the requirements of 1 CSR 10-3.010 allow for advance payment of goods or services.

3.10 Non-Appropriation of Funds:

3.10.1 The contractor understands and agrees that funds required to fund the contract must be appropriated by the General Assembly of the State of Missouri for each fiscal year included within the contract period. The contract shall not be binding upon the state for any period in which funds have not been appropriated, have been withheld, or have been restricted, and the state shall not be liable for any costs associated with termination caused by lack of appropriations or authority to spend.

3.11 Work Outside the United States:

3.11.1 Unless work outside the United States is prohibited by the RFQ, any work performed outside of the United States for the contract must comply with Executive Order 04-09.

3.12 Open Records:

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

3.13 Protests:

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

3.14 Record Access:

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

3.15 State Preferences:

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

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

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

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

3.16 Taxes:

3.16.1 The contractor must timely file and pay all Missouri sales, withholding, corporate and any other required Missouri tax returns and taxes, including interest and additions to tax. No contract shall be awarded to a vendor that does not meet the conditions of section 34.040.7, RSMo.

*****END OF TERMS AND CONDITIONS SECTION*****

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 state agency’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 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 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 state agency’s “notice of award”).

4.1.7 The state agency will sign or “click-through” and accept agreements if required by the contractor in order to receive services; however, all provisions of such agreements that conflict with the contract shall have no force or effect.

4.2 Contract Amendment:

4.2.1 All changes to the contract must be accomplished by a formal contract amendment executed by both the contractor and the state agency 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 state agency 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 state agency 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.

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

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

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

4.5 Termination for Convenience:

4.5.1 The state agency 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 state agency may cancel the contract. At its sole discretion, the state agency may give the contractor an opportunity to cure the breach or to explain how the breach will be cured. As specified by the state agency, 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 state agency 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 state agency will issue a notice of cancellation terminating the contract immediately. If it is determined the state agency improperly cancelled the contract, such cancellation shall be deemed a termination for convenience in accordance with the contract.

4.6.3 If the state agency cancels the contract for breach, the state agency 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 state agency deems appropriate and charge the contractor for any additional costs incurred thereby.

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

4.8 Contractor Liability:

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

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

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

c. Under no circumstances shall the contractor be liable for any of the following: (1) third party claims against the state for losses or damages (other than those listed above); (2) loss of, or damage to, the state’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.

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 state agency must be notified at least thirty (30) calendar days prior to such cancellation.

4.10 Single Point of Contact and Responsibility:

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

4.11 Contractor Status:

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

4.12 Subcontractors:

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

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