RFP Air Conditioning Refigeration Boiler Repair Serivce Parts 1.8.2025.docx

State of Missouri Department of Agriculture (MDA) – Missouri State Fairgrounds

Request for Quotation (RFQ) for Air Conditioning, Refrigeration & Boiler Repair/Service/Parts

REQUESTED RESPONSE DATE: January 8, 2025 AT 10:00 AM CENTRAL TIME Response should be submitted electronically through MissouriBUYS, powered by MOVERS, at https://missouribuys.mo.gov but may respond by email (see email address listed below).

RFQ CONTACT INFORMATION:

PROCUREMENT OFFICER: Michelle Schuman

PHONE NO.: (573) 751-5631

EMAIL: Michelle.Schuman@mda.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:

Missouri Department of Agriculture Missouri State Fairgrounds Attn: Accounts Payable 2503 W 16th Street Sedalia, MO 65301

ATTENTION:

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

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

3. The vendor must be registered in MissouriBUYS, powered by MOVERS in a “Prospective” or “Spend Authorized” registration status to submit a response. The vendor must achieve “Approved” registration status in MissouriBUYS (WebProcure/Proactis) and “Spend Authorized” registration status in MissouriBUYS, powered by MOVERS to be considered for a contract award. Reference Section 5.

RFQ Organization:

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

BUSINESS COMPLIANCE EXHIBITS

INTRODUCTION AND BACKGROUND INFORMATION SECTION

Introduction:

Purpose: This document constitutes a request for quotation for the provision of Air Conditioning, Refrigeration & Boiler Repair/Service/Parts as set forth herein for the Department of Agriculture – Missouri State Fairgrounds located in Sedalia, Missouri (hereinafter referred to as “department”).

Experience Qualifications: There are experience qualifications in the RFQ (See Section 2: Scope of Work).

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.

Current and/or Previous Contract Information:

A current contract exists for the products and/or services being obtained via this RFQ. The contract number is: CC210739001

State Expenditures: The Missouri Accountability Portal (MAP) located on the Internet at: http://mapyourtaxes.mo.gov/MAP/Expenditures/ provides financial data related to the purchase of the services under the contract. Be sure to read the information provided in the site information and disclaimer links:

https://mapyourtaxes.mo.gov/MAP/Help/MapExpendituresHelp.htm and https://mapyourtaxes.mo.gov/MAP/Help/MapExpendituresHelp.htm#disclaimer. Then search by the contract numbers shown above when searching for the financial information.

RFQ Questions:

Procurement officer is Single Point of Contact for Solicitation: Vendors and their agents (including subcontractors, employees, consultants, or anyone else acting on their behalf) must direct all of their questions or comments regarding the RFQ, the evaluation, etc., to the procurement officer indicated on the first page of this RFQ. It is preferred that questions be emailed to the procurement officer.

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.

Vendor is Responsible for Asking Questions About the RFQ: It is the vendor’s responsibility to ask questions, request changes or clarifications, or otherwise advise the department if the vendor believes that any language, specifications, or requirements are: (1) ambiguous, (2) contradictory or arbitrary, (3) violate any state or federal law or regulation, (4) restrict or limit the requirements to a single source, or (5) restrict or limit the vendor’s ability to submit a response.

Vendor Question Deadline: Every attempt shall be made to ensure that the vendor receives an adequate and prompt response. However, in order to maintain a fair and equitable procurement process, all vendors will be advised, via the issuance of an amendment to the RFQ, of any relevant or pertinent information related to the procurement. All questions and issues should be submitted no later than five (5) calendar days prior to the bid end date and time of the bids. If not received prior to five (5) calendar days before the bid end date and time, the department may not be able to fully research and consider the respective questions or issues.

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

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

Amendments:

If the Department determines that changes to the RFQ are necessary, the resulting changes will be included in a subsequently issued RFQ amendment(s) prior to the bid end date and time.

Building Tour:

Non-Mandatory Tour of Building: Potential vendors are strongly encouraged but not required to attend the tour of the building located at the Missouri State Fairgrounds 2503 W 16th Street Sedalia MO 65301, prior to submitting a bid. The purpose of the tour is to allow potential vendors an opportunity to inspect the building prior to submitting a response. Potential vendors shall contact Jason Moore at (660) 530-5617.

Building Information: Vendors are advised that participation in a tour of the building is considered essential to obtain a clear and complete understanding of the requirements of this RFQ. In order to have a clear understanding of the requirements outlined herein, the vendor should attend the building tour. The Department will maintain the attendance record from the scheduled tour as documentation of all vendors who attended the tour. However, the vendor’s response to the RFQ should provide any relevant information regarding their familiarity with the physical layout, condition, etc. of the building.

Each vendor is solely responsible for a prudent and complete personal inspection, examination, and assessment of the work site condition, facilities, and/or any other existing condition, factor, or item that may affect or impact on the performance of service described and required by the Section 2: Scope of Work Section herein. The vendor shall not be relieved of responsibility for performance under the contract for any reason whatsoever, including, but not limited to, (1) the vendor’s failure to attend the scheduled tour of the building, (2) the vendor’s failure to observe existing conditions, etc.

Vendors are strongly encouraged to advise the Department, at least five (5) state business days prior to the scheduled tour of the facility/building, of any special accommodations needed for people with health conditions or impairments who will be attending the tour so that these accommodations can be made.

Glossary of Terms and Acronyms:

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

General Glossary, Acronyms, and Abbreviations:

Agency and/or State Agency/Department means the statutory unit of state government in the State of Missouri for which the equipment, supplies, and/or services are being purchased. The department is also responsible for payment, unless otherwise specified herein. Note: The terms “department”, “state agency”, “state”, and “State of Missouri” are used interchangeably throughout the document and have the same meaning.

Amendment means a written, official modification to a solicitation or contract.

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.

Procurement officer means the procurement staff member of the department.

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.

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.

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.

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.

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

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

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.

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.

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

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

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

Request For Quotation (RFQ) means the solicitation document issued by the department to potential vendors for the purchase of equipment, supplies, and/or services as described in the document. The definition includes the following sections: Introduction and Background Information; Scope of Work; Terms and Conditions (“terms and conditions” and “Terms and Conditions” are used interchangeably throughout the RFQ); General Contractual Requirements; and Vendor Submission, Evaluation, and Award Information Section; and the RFQ Vendor Response Exhibits, Attachments, and Amendments of the RFQ.

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.

Shall has the same meaning as the word must.

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

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

Supplier has the same meaning as the word, vendor.

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.

Accuracy of Background Information:

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****

SCOPE OF WORK SECTION

General Requirements:

The contractor shall provide all service and parts to repair, maintain and/or rebuild the air conditioning, refrigeration and boiler equipment, Building Automation Systems, Ground Source Heat Pumps and Ground Loops, VRF Systems, Chillers, Boilers, Cooling Towers, Packaged Heating and Cooling Units above 50 ton located on the Missouri State Fairgrounds for the Department of Agriculture in accordance with the provisions and requirements stated herein and to the sole satisfaction of the department.

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

The contractor shall perform all services to the sole satisfaction of the state agency.

1.1.1 Unless otherwise specified herein, the contractor shall provide all of the necessary tools, supervision, and labor required to inspect, calibrate, repair and fully maintain all equipment in good operating conditions in performance of the contract.

NOTE: The following equipment is required in order to work on and maintain certain equipment on the Missouri State Fairgrounds: Chiller Tube Cleaner with Flexible Shaft and Brush; Combustion Analyzer. The contractor must own or have access to this type of equipment.

Unless otherwise state, all tools, equipment, supervision, and labor costs associated with maintaining the equipment shall be incorporated into the hourly rates stated on the Pricing Page. The state agency shall not be charged any additional fees for tools/equipment needed by the contractor.

The contractor shall understand that the state agency reverses the right to observe and witness any and/or all of the contractor’s work.

The contractor shall be responsible for all expenses incurred including, but not limited to, admission fees, parking fees, and golf cart fees, during the annual Missouri State Fair.

Technical Requirements:

Performance Requirements:

Certification Requirement: The contractor must be certified to complete service and repair work on commercial/industrial air conditioning, refrigeration and boiler equipment. Residential certification shall be unacceptable.

Personnel Requirements: All service must be performed by an EPA certified and NATE Certified repairman or an apprentice under the supervision of the certified repairman. Any and all personnel performing the service shall be subject to the approval of the state agency. The contractor’s certified repairman performing the service must have, at a minimum, five (5) years of previous experience in servicing heating, cooling and BAS systems (as listed in paragraph 2.1.1), Geothermal Heat Pump Ground Loop repairs including excavation and repair of ground loop piping, similar to the types of must have demonstrated experience and expertise in troubleshooting commercial cooling equipment Geothermal Heat Pump Ground Loop repairs including excavation and repair of ground loop piping. The state reserves the right to request work history and references verifying experience with these types of systems.

Service Requirements: The contractor shall provide regular service calls to repair and maintain the equipment to optimal operating condition. Regular service calls shall be performed during normal working hours 7:30 a.m. through 4:00 p.m., Monday through Friday. The contractor shall also provide routine maintenance shall be performed up request and/or approval by the state agency.

The contractor shall only be paid for time at the state agency location. The contractor shall no be paid for travel time.

The contractor shall repair, maintain, rebuild, and recalibrate all controls, metering devices, regulators, and boiler controls as the state agency deems necessary. The contractor’s service shall be performed on the boiler equipment located at, but no limited to, the following locations:

The contractor shall understand that services may be performed at additional locations on the Fairgrounds site, including, but no limited to the following: Highway Gardens, Greenhouse, Dairy Center, MEC Building, Grandstand Ticket Office, Commercial Building, Varied Industries Building, Agriculture Building, Fine Arts Building, Floriculture Building, Fire Station, Home Ec Building, Missouri Beef House, Historic FFA Building, FFA Building, Plumbing and Electric Shop, MO-Ag Theater, Highway Patrol Office, Woman’s Building, and the Log Home.

The contractor’s service shall include, but not necessarily be limited to, the following:

a. Troubleshooting the equipment;

b. Repair equipment;

c. Rebuild equipment;

d. Recalibrate all controls, metering devices, regulators, and boiler controls; and

e. Fire and waterside repair.

The contractor shall understand and agree that replacement parts, oil, filters, Freon, etc. will be provided to the contractor by the state agency unless the contractor is given specific authorization to furnish such items by the Director of the Fair or designated representative (hereinafter referred to as “designated representative”).

a. All parts furnished and installed by the contractor shall be genuine replacements, made especially for the make of equipment on which they are used, unless substitution is specifically approved by the state agency prior to installation. No “makeshift” or substitute parts shall be permitted for making repairs.

b. The state agency may withhold payment for any supplies and installation of any parts for which the contractor did not receive prior approval to furnish or install from the designated representative.

In the event that additional services not originally identified by the state agency are required, the contractor must receive prior approval from the state agency before initiating the additional services.

The contractor shall obtain written authorization from the state agency for any work with an estimated cost of $1,000 or more before the contractor begins providing service.

The contractor shall be permitted to start and stop all primary equipment upon which the contractor is providing service.

Upon request of the state agency, the contractor shall provide emergency service calls on a 24-hours per day, 7-days per week basis, including holidays.

Service Call Response Requirements: The contractor shall respond on-site to regular service calls within twenty-four (24) hours after receiving the state agency’s notification. The contractor shall respond on-site to routine maintenance calls within five (5) days after receiving notification from the state agency.

The contractor shall respond on-site to all emergency service calls within one (1) hour after receiving notification from the state agency.

a. Upon request and/or approval by the state agency, the contractor shall perform emergency service calls to restore any and/or all equipment to proper working order.

Reporting Requirements: The contractor shall complete and submit to the designated state agency representative, for each day service is provided, a daily log sheet which contains the following information:

a. Name(s) of contractor’s employee(s) providing service;

b. Beginning and ending times of service;

c. Total hours worked that day;

d. Brief description of service; and

e. Description and cost of replacement part(s) used.

Additional Performance Requirements: The contractor must dispose of all used oil and Freon according to all applicable Environmental Protection Agency (EPA) regulations. The contractor should recycle used oil, utilized used oil as a waste to energy resource, and/or recycled or re-use used Freon where feasible.

The contractor shall be responsible, each day that the contractor provides service, for disposing of all trash and debris occurring from the contractor’s service.

The contractor shall have a written safety program, and comply with all OSHA regulations. The contractor shall supply to the state agency a copy of said written safety program, and a copy of all other MSDS sheets. The contractor shall be given a copy of the Missouri State Fair safety program, and shall follow it.

Warranty Requirements: The contractor shall provide a minimum one (1) year manufacturer’s warranty on parts. In addition the contractor shall provide any replacement parts and repair service at no additional cost to the state. The warranty shall commence upon delivery and acceptance of the equipment/supplies by the State of Missouri.

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

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.

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

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

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

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

Delivery Requirements: The contractor and/or the contractor's subcontractor(s) shall deliver products and/or services in accordance with the contracted delivery times stated herein during normal working hours 7:30 a.m. through 4:00 p.m., Monday through Friday. 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 Destination, 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.

Electronic Funds Transfer, Invoicing, and Payment Requirements:

Electronic Funds Transfer (EFT): The State of Missouri will submit contract payments to the contractor at the remittance address listed in the contractor’s MissouriBUYS (WebProcure/Proactis) vendor registration. However, the contractor understands and agrees the state reserves the right to make contract payments to the contractor through electronic funds transfer (EFT). Therefore, prior to any payments becoming due under the contract, the contractor must verify and update, if applicable, their vendor registration with their current remittance address and ACH-EFT payment information at https://MissouriBUYS.mo.gov.

Invoicing: The contractor shall submit invoices monthly. Invoices shall be due by the last day of the month following the month in which the contractor provided services under the contract. The contractor shall perform the services prior to invoicing the department.

The contractor shall invoice the department on the contractor’s original descriptive business invoice form and submit the invoice to the address on the front page of this document / the following address:

Missouri Department of Agriculture Missouri State Fairgrounds Attn: Accounts Payable 2503 W 16th Street Sedalia, MO 65301

The contractor shall use uniquely identifiable invoice numbers to distinguish an invoice from a previously submitted invoice and shall include on the invoice the remittance address listed in the contractor’s MissouriBUYS (WebProcure/Proactis) vendor registration.

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

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.

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

Payment:

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

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

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.

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.

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.

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.

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.

Discount:

If the contractor has quoted a discount for line item 6 on the Pricing Page of the contract, then the contractor shall discount the advertising pricing quoted on the Pricing Page by the discount amount quoted on line item 6 in exchange for free advertising by the Missouri State Fair. The contractor shall understand and agree that the Missouri State Fair has the final decision about placement of the advertising, although the state agency and the contractor shall mutually agree on the content of the advertising. In the event the discount quoted is zero-percent (0%), the contractor shall understand and agree that the Missouri State Fair will not provide free advertisements for the contractor.

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

TERMS AND CONDITIONS SECTION

Applicable Laws and Regulations:

The contract shall be construed according to the laws of the State of Missouri. The contractor and the State of Missouri must follow all applicable federal, state, and local laws and regulations that apply to the performance of the contract. To the extent that a provision of the contract is contrary to the Constitution or laws of the State of Missouri or of the United States, the provisions shall be void and unenforceable. However, the balance of the contract shall remain in force between the parties unless terminated by consent of both the contractor and the department.

Non-Discrimination and Affirmative Action:

Contractors with 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.

Authorized Personnel/E-Verify:

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.

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.

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

The contractor shall ensure that its subcontractors comply with section 285.530, RSMo.

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.

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.

Hazard Communication Safety Data Sheets and Labeling Requirements:

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

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:

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.

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.

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.

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 state for any period in which funds have not been appropriated, have been withheld, or have been restricted, and the state shall not be liable for any costs associated with termination caused by lack of appropriations or authority to spend. This includes, but is not limited to, the provisions of the Mo. Const. Article IV, sections 23, 27, 28 and in sections 33.030 and 33.065, RSMo and 1 CSR 10-3.010 (1)(B).

Work Outside the United States:

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.

Open Records:

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

Prevailing Wage Requirements:

The contractor shall not perform any services requiring payment of prevailing wage pursuant to section 290.250, RSMo. At any time during the effective period of the contract, if any requested or required services would involve prevailing wage, the contractor shall not perform the service and shall notify the department in writing of the reason. In such event, the State of Missouri shall obtain the needed services through alternative means in accordance with state law and regulations.

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.

Record 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:

Section 34.070 and section 34.073 RSMo for Missouri business preferences;

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

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

and 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.

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

GENERAL Contractual REQUIREMENTS SECTION

Contract Definition:

A binding contract shall consist of the following documents:

the most current version of the RFQ (including all Exhibits and Attachments included in the RFQ) as amended by: RFQ amendment(s) issued prior to bid closing, and contract amendment(s);

the most current version of the contractor’s response, state-requested clarification responses, and contract amendment responses; and the Department’s acceptance of the response (bid) by “notice of award”.

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

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.

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

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

A notice of award issued by the State of Missouri does not constitute an authorization for shipment of equipment or supplies or a directive to proceed with services. Before providing products and services for the State of Missouri, the contractor must receive a properly authorized purchase order or other form of written authorization to proceed from the state, such as an order form, (in addition to the Department’s “notice of award”).

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

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 of the RFQ.

Renewal Option(s): The department shall have the right, at its sole option, to renew the contract for three additional one-year period(s), or any portion thereof. In the event the department exercises such right, all terms and conditions, requirements and specifications of the contract shall remain the same and apply during the renewal period, pursuant to applicable option clauses of this document.

Contract Pricing:

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.

The pricing submitted for line items 1 through 4 on the Pricing Page shall be firm, fixed for the contract period. All costs associated with providing the required services stated herein, including travel costs, shall be included in the stated prices.

The firm, fixed percentage increase quoted for line item 5 shall apply to miscellaneous parts needed during the repair/service of the air conditioning, refrigeration and boiler equipment. The percentage shall be applied as a percentage increase above the actual net cost of the parts. The contractor shall understand and agree that the firm, fixed percentage increase above actual net cost for parts shall remain the same throughout the duration of the contract.

The contractor shall understand and agree that the price list/catalog pricing or trade pricing may change during the contract period and each renewal period, although such pricing shall not change with a frequency greater than every six (6) months. It is preferred that price list/catalog pricing or trade pricing change only on an annual basis.

In the event that a price list/catalog lists more than one price for the same item, the applicable quoted firm, fixed discount shall be applied to the lowest listed price. The State of Missouri shall always receive the contractor’s lowest price for the item.

The contractor shall furnish current price lists/catalogs or trade pricing (with products clearly identified) to the state agency upon request. Price lists/catalogs or trade pricing shall also be promptly provided to the state agency as the catalogs change and/or pricing is updated.

Renewal Pricing: If the option for renewal is exercised by the department, 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.

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.

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.

Termination for Convenience:

The department reserves the right to terminate the contract at any time, for the convenience of the State of Missouri, without penalty or recourse, by giving written notice to the contractor at least thirty (30) calendar days prior to the effective date of such termination. The contractor shall be entitled to receive compensation for services and supplies delivered to and accepted by the State of Missouri pursuant to the contract prior to the effective date of termination. The state shall determine the value of any work in process, but not completed and accepted by the state, based on the work products created and agreed to by both parties.

Cancellation for Breach of Contract:

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.

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.

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.

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

Contract Assignment:

Any contract assignment, except as noted below, shall require prior written consent by the state, which shall not be unreasonably withheld. However, the contractor may assign the contract without the state’s prior consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, contingent upon the assignee agreeing to be bound by all of the terms of the contract with the State of Missouri and all past due fees are paid in full. The contractor must notify the department of all contract assignments, which shall be addressed in a contract amendment. Any other means of assignment shall be void and of no effect. Subject to the foregoing, the contract shall bind and inure to the benefit of the parties, their respective successors, and permitted assigns.

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

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.

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.

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.

Insurance:

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

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 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.

Subcontractors:

An…