STATE 0000000556SL Workforce Diploma Program.docx

State of Missouri Office of Administration, Division of Purchasing

Request for Proposal (RFP) for Workforce Diploma Program QVL (For Additional Contractors)

PROPOSAL DUE NO LATER THAN: 9/16/2026 AT 2:00 PM CENTRAL TIME

Proposal response must be submitted electronically through MissouriBUYS, powered by MOVERS, at https://missouribuys.mo.gov.

E-mailed, mailed, courier, or hand-delivered proposal responses will not be accepted.

RFP CONTACT INFORMATION:

BUYER: Nicolle Backes

PHONE NO.: (573) 751-5341

EMAIL: nicolle.backes@oa.mo.gov See “RFP Questions” in Section 1 for appropriate communications during the procurement process.

DELIVER SUPPLIES/SERVICES FREE ON BOARD (FOB) DESTINATION TO THE FOLLOWING ADDRESS:

Department of Elementary and Secondary Education 205 Jefferson Street Jefferson City, MO 65101

ATTENTION:

1. After reviewing the Request for Proposal (RFP), the vendor must complete and return Exhibit A, Proposal 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 RFP’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 proposal. 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.

RFP Organization:

RFP Vendor Response Exhibits (Return these exhibits with the proposal)

BUSINESS COMPLIANCE EXHIBITS

STATE 0000000556SL Page 68

INTRODUCTION AND BACKGROUND INFORMATION SECTION

Introduction:

Purpose: This document constitutes a request for competitive, sealed proposals for the establishment of a Qualified Vendor List (QVL) for the provision of Adult Diploma Program services for the Department of Elementary and Secondary Education (also referred to as DESE or state agency), on an as needed basis, as set forth herein.

Vendors awarded a contract via RFPS30034902301084 do not need to submit a response to this STATE 0000000556SL.

Section 173.831 RSMo creates a new Workforce Diploma Program for students who are residents of Missouri.

The Workforce Diploma Program is a service to assist adults in Missouri with obtaining a high school diploma and developing employability and career technical skills. The services to be provided will make available an additional opportunity for adults to obtain secondary education and post-secondary training.

Pursuant to 173.831 RSMo, the state agency must establish qualified vendors for the newly-created Workforce Diploma Program. Qualified, approved vendors shall assist Missouri residents who are 21 years of age or older, and who have not yet earned a high school diploma, by obtaining a high school diploma.

Minimum Experience Qualifications: There are minimum experience qualifications in the RFP (See Section 2.2, Minimum Experience Requirements in 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.

Background and Historical Usage Information:

In July of 2022, the Governor signed legislation creating a Workforce Diploma Program, as found in § 173.831, RSMo. The program will assist students with obtaining a high school diploma and developing employability and career technical skills.

As of 2017, there are 453,226 Missourians 21 years of age or older who have not received a high school diploma. It is estimated that approximately 1% (4,532) to 3 % (13,597) of these individuals may participate in this program. Per the legislation, DESE is responsible for setting the schedule for payments to providers (ref. Exhibit C).

DESE estimates that approximately half of the individuals who participate in the program may earn their high school diploma each year. DESE also estimates that each student participating in the program will earn at least one full unit of high school credit each year. Students are also expected to earn industry recognized credentials and employability skills certificates.

The Department of Elementary and Secondary Education requires the establishment of a Qualified Vendor List of providers able to offer Missouri adult diploma program services. Therefore, services must be provided in Missouri.

Section 173.831 RSMo requires the Department of Elementary and Secondary Education to develop a Workforce Diploma Program to assist Missouri students with obtaining a high school diploma and developing employability and career technical skills. The Workforce Diploma Program may be delivered in campus-based, blended, or online modalities.

Current Contract Information:

A current contract exists for the products and/or services being obtained via this RFP. A copy of the contract can be viewed and printed from the Division of Purchasing Awarded Bid & Contract Document Search System located on the Internet at: https://purch.oa.mo.gov/bidding-contracts/awarded-bid-contract-document-search. In addition, all proposal and evaluation documentation leading to the award of that contract may also be viewed and printed from the Division of Purchasing’s Awarded Bid & Contract Document Search System. Please reference the Bid number RFPS30034902301084 or the contract number CS231084001 when searching for these documents.

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.

RFP Questions:

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 RFP, the evaluation, etc., to the buyer indicated on the first page of this RFP. It is preferred that questions be emailed to the buyer.

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.

Service Disabled Veteran Enterprise certification or subcontract questions should be directed to the Office of Equal Opportunity (OEO) at http://oeo.mo.gov.

Vendor is Responsible for Asking Questions About the RFP: It is the vendor’s responsibility to ask questions, request changes or clarifications, or otherwise advise the Division of Purchasing 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 proposal.

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 RFP, of any relevant or pertinent information related to the procurement. All questions and issues should be submitted no later than ten (10) calendar days prior to the proposal closing date and time of the proposals. If not received prior to ten (10) calendar days before the proposal closing date and time, the Division of Purchasing may not be able to fully research and consider the respective questions or issues.

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

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

Amendments:

If the Division of Purchasing determines that changes to the RFP are necessary, the resulting changes will be included in a subsequently issued RFP amendment(s) prior to the proposal closing date and time.

Glossary of Terms and Acronyms:

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

General Glossary, Acronyms, and Abbreviations:

Agency and/or State Agency means the statutory unit of state government in the State of Missouri for which the equipment, supplies, and/or services are being purchased by the Division of Purchasing (Purchasing). The agency is also responsible for payment, unless otherwise specified herein.

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

Attachment applies to all documents which are included with an RFP to incorporate any informational data or requirements related to the performance requirements and/or specifications.

Buyer means the procurement staff member of Purchasing.

Code of State Regulation (CSR) contains the current administrative rules of executive agencies of Missouri government. The regulations are arranged by agency 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, offeror, person, or organization who is a successful vendor as a result of an RFP and who enters into a contract.

Exhibit applies to forms which are included with an RFP for the vendor to complete and submit with their proposal prior to the specified closing 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 RFP. The pricing pages must be completed and submitted by the vendor with the proposal prior to the specified proposal closing date and time.

Proposal Closing Date and Time and similar expressions mean the exact deadline required by the RFP for the receipt of sealed proposals.

Purchase Order means the authorized document issued by the state agency 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 Proposal (RFP) means the solicitation document issued by Purchasing 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 RFP); General Contractual Requirements; and Vendor Submission, Evaluation, and Award Information; and the RFP Vendor Response Exhibits, Attachments, and Amendments of the RFP.

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 Purchasing.

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, offeror, person, or organization that responds to an RFP by submitting a proposal with prices to provide the equipment, supplies, and/or services as required in the RFP 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 RFP.

****END OF INTRODUCTION AND BACKGROUND INFORMATION SECTION****

SCOPE OF WORK SECTION

General Requirements:

The contractor shall provide adult diploma program services to Missouri students for the Department of Elementary and Secondary Education (herein referred to as DESE or state agency) in accordance with the provisions and requirements stated herein and to the sole satisfaction of the state agency.

The approved program provider (also referred to as contractor) shall provide adult diploma services to Missouri students.

The state reserves the right to issue additional solicitations to add more contractors subsequent to the initial award of contract(s). Qualifying vendors may be added as additional contractors, subject to the same requirements and considerations identified herein regarding award of contract.

Contractor’s Obligation: Unless otherwise specified herein, the contractor shall furnish all material, labor, facilities, equipment, and supplies necessary to perform the services required herein.

Minimum Experience Requirements:

Pursuant to RSMo 173.831, each approved program provider must:

Be an accredited high school diploma granting public, not-for-profit, consortium, or other entity, or be a not-for-profit organization that has a prior Memorandum of Understanding with an accredited diploma-granting entity for purposes other than the services required herein.

Have a minimum of two (2) years of experience providing adult dropout recovery services including, but not limited to, sourcing, recruitment, and engagement of eligible students, learning plan development, active teaching, and proactive coaching and mentoring, resulting in an accredited high school diploma.

Coaching is proactive communication between the approved program provider and the student related to the student's pace and progress through the student's learning plan. Mentoring is a direct relationship between a coach and a student to facilitate the completion of the student's learning plan designed to prepare the student to succeed in the program and the student's future endeavors.

Be accredited by DESE or one of the seven United States regional accreditors including, but not limited to, the Middle States Commission on Higher Education, the New England Association of Schools and Colleges, the Higher Learning Commission, the Northwest Commission on Colleges and Universities, the Southern Association of Colleges and Schools, the Western Association of Schools and Colleges, and the Accrediting Commission for Community and Junior Colleges, as well as any successor entities or consolidations of the above including, but not limited to, AdvancEd or Cognia.

Performance Requirements:

Each approved program provider shall provide each student the following:

Campus-based (in-person), blended, or online academic skill intake assessments, a criterion referenced assessment of numeracy and literacy skills with high reliability and validity as determined by third-party research, and

Transcript evaluations (a documented summary of credits earned in previous public or private accredited high schools compared with the program and approved program provider graduation requirements) to each student. Graduation requirements are course and credit requirements for the approved program provider's accredited high school diploma.

Each approved program provider shall:

Develop a document learning plan for courses or credits needed for each individual in order to complete program and approved program provider graduation requirements that integrates graduation requirements and career goals.

Provide a course catalog that includes all courses necessary to meet graduation requirements.

Offer remediation opportunities in literacy and numeracy, as applicable.

Offer employability skills certification, a certificate earned by demonstrating professional nontechnical skills through assessment, portfolio, or observation, as applicable.

Offer career pathways coursework, one or more courses that align with the skill needs of industries in the economy of the state or region that help an individual enter or advance within a specific occupation or occupational cluster, as applicable.

Provide preparation for the following:

Industry-recognized credentials, an education-related credential or work-related credential that verifies an individual's qualification or competence issued by a third party with the relevant authority to issue such credential; OR

Stackable credentials, a third party credential that is part of a sequence of credentials that can be accumulated over time to build up an individual's qualifications to advance along a career pathway; OR

A technical skills assessment, a criterion referenced assessment of an individual's skills required for an entry-level career or additional training in a technical field; OR

A combination thereof.

Offer career placement services designed to assist students in obtaining employment, such as career interest self-assessments and job search skills such as resume development and mock interviews, as applicable

No approved program provider shall discriminate against a student on the basis of race, color, religion, national origin, ancestry, sex, sexuality, gender, or age.

If an approved program provider determines that a student would be better served by participating in a different program, the approved program provider must refer the student to DESE’s Adult Education and Literacy programs.

Approved program providers shall maintain approval without reapplying annually if the approved program provider has not been removed from the approved program provider list. Beginning at the end of the second fiscal year of the program, the state agency shall review data from each approved program provider to ensure that each is achieving minimum program performance standards including, but not limited to:

A minimum 50% average graduation rate per cohort; and

An average cost per graduate per cohort of $7,000 or less.

Any approved program provider that fails to meet the minimum program performance standards shall be placed on probationary status for the remainder of the fiscal year by the state agency. Any approved program provider that fails to meet the minimum program performance standards for two consecutive years shall be removed from the approved program provider list by the state agency.

Prior to the provision of service, the state agency may conduct a Missouri Uniform Law Enforcement System (MULES) or other background investigation on the approved program provider’s personnel and agents. Such investigation shall be equivalent to investigations required of all personnel employed by the state agency.

The state agency may elect to utilize fingerprint background investigations

The approved program provider must review, understand, and agree to applicable state and federal statutes and regulations relating to data privacy and data breaches, including but not limited to the Family Educational Rights and Privacy Act (FERPA) (20 U.S.C. § 1232g and 34 C.F.R. Part 99).

The approved program provider must maintain minimum staffing levels to complete the project in the timeframes established by the state agency.

Implementation Requirements:

The approved program provider must begin providing services 30 calendar days following notification from the state agency.

On an annual basis, the state agency shall announce the approved program providers before October 16th, with authorization for the approved program providers to begin enrolling students before November 15th, annually.

Record Keeping and Reporting:

Pursuant to RSMo 173.831, all approved program providers shall:

Maintain an accurate accounting of a student's accumulated credits toward a high school diploma;

Maintain an accurate accounting of credits necessary to complete a high school diploma; and

Ensure that the provision of coursework aligns to the academic performance standards of the State of Missouri.

Before July 16th of each year, each provider shall report the following metrics to the state agency for each individual cohort (students who enter the program between July 1st and June 30th of each program year), on a cohort-by-cohort basis:

The total number of students who have been funded through the program;

The total number of credits earned;

The total number of employability skills certifications issued;

The total number of industry-recognized credentials, stackable credentials, and technical skills assessments earned for each tier of funding;

The total number of graduates, a student who has successfully completed all of the state and approved program provider requirements in order to obtain a high school diploma;

Once the stipulated time to make such a calculation has passed, the average cost per graduate, or the amount of the total program funding reimbursed to an approved program provider for each cohort during the period of time from the beginning of the same cohort through the subsequent twelve months after the close of the same cohort, divided by the total number of students who graduated from the same cohort within 12 months after the close of the same cohort; and

Once the stipulated time to make such a calculation has passed, the graduation rate, the total number of graduates from a cohort who graduated within twelve months after the close of the cohort divided by the total number of students included in the same cohort.

Before September 16th of each year, each approved program provider shall conduct and submit to the state agency the aggregate results of a survey of each individual cohort, on a cohort-by-cohort basis, who graduated from the program of the approved program provider under this section. The survey shall be conducted in the year after the year in which the individuals graduate and the next four consecutive years. The survey shall include at least the following data collection elements for each year the survey is conducted:

The individual's employment status, including whether the individual is employed full time or part time;

The individual’s hourly wages;

The individual’s access to employer-sponsored health care; and

The individual’s postsecondary enrollment status, including whether the individual has completed a postsecondary certificate or degree program.

The approved program provider shall encrypt all state agency information during transmission using current and industry standard protocols and cyphers including, at a minimum, all web traffic must use HTTPS with TLS 1.2 or any successor standards. The contractor shall encrypt all state agency information persisted (“stored”) by the service using current and industry standard protocols and cyphers including all copies, backups, etc. The contractor must notify the state agency within 24 hours of discovery of a suspected security breach of student information. Notification by the contractor must be provided to the designated state agency staff email at Databreachreporting@dese.mo.gov. The contractor must cooperate with the state agency in the investigation of the security breach and promptly implement necessary remedial measures. The contractor must address all citizen requests for student data.

Invoicing and Payment Requirements:

Pursuant to 173.831, RSMo, the state agency shall set an amount (ref. Exhibit A Payment Schedule) and pay approved program providers for the following milestones provided by the approved program provider:

Completion of each half unit of accredited high school credit;

Attainment of an employability skills certification;

Attainment of an industry-recognized credential, technical skills assessment, or stackable credential requiring no more than fifty hours of training;

Attainment of an industry-recognized credential or stackable credential requiring at least 51 but no more than 100 of training;

Attainment of an industry-recognized credential or stackable credential requiring more than one hundred hours of training; and

Attainment of an accredited high school diploma.

No approved program provider shall receive funding for a student under this section if the approved program provider receives federal or state funding or private tuition for that student. No approved program provider shall charge student fees of any kind including, but not limited to, textbook fees, tuition fees, lab fees, or participation fees unless the student chooses to obtain additional education offered by the approved program provider that is not included in the state-funded program.

Payments shall be made upon the state agency’s approval of approved provider’s invoices.

Payments shall be subject to appropriation made to the state agency for such purposes.

Approved program providers shall submit monthly invoices to megan.wadley@dese.mo.gov before the 11th calendar day of each month for milestones met in the previous calendar month. The state agency shall pay approved program providers in the order in which invoices are submitted until all available funds are exhausted. If funding is exhausted during a program contract year period, the contractor must use other resources for continuity of services to students for the remainder of that program contract year period. The provider may receive reimbursement for multiple, but not duplicate, milestones for the same student. The provider shall submit student identification numbers and milestone identifications in the monthly invoice.

The state agency shall provide a written update to approved program providers by the last calendar day of each month. The update shall include the aggregate total dollars that have been paid to approved program providers to date and the estimated number of enrollments still available for the program year.

****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 Purchasing.

Non-Discrimination and Affirmative Action:

The contractor must comply with applicable federal and state laws and regulations addressing discrimination in employment.

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.

Anti-Discrimination Against Israel Act Contractor Requirements:

If the contractor meets the definition of a company as defined in section 34.600, RSMo, and has ten or more employees, the contractor shall not engage in a boycott of goods or services from the State of Israel; from companies doing business in or with Israel or authorized by, licensed by, or organized under the laws of the State of Israel; or from persons or entities doing business in the State of Israel as defined in section 34.600, RSMo.

If during the life of the contract, the contractor’s business status changes according to section 34.600, RSMo, then the contractor shall comply with, complete, and submit to the Division of Purchasing an updated Exhibit J, Anti-Discrimination Against Israel Act Certification.

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.

Data Breach:

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

Elected or Appointed Officials and Employees:

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

Indemnification:

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

Legal Proceedings:

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 RFP 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.

Negotiations:

The State of Missouri does not negotiate contracts after award. Any competitive negotiation, if conducted by the state, must have occurred prior to contract award in accordance with Chapter 34, RSMo, 1 CSR 40-1.050 and as stated in this RFP.

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).

To the extent that federal funding is used for the contract, the contract shall not be binding upon the state for any period in which such funding is reduced, terminated, withheld, restricted, or is frozen or paused.

Work Outside the United States:

Unless work outside the United States is prohibited by the RFP, 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. Pursuant to section 610.021, RSMo, proposals and related documents shall not be available for public review until after a contract is executed or all proposals are rejected.

Protests:

Any proposal 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 proposal 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; and

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

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 RFP (including all Exhibits and Attachments included in the RFP) as amended by: RFP amendment(s) issued prior to bid closing, Best and Final Offer (BAFO) requests, and contract amendment(s);

The most current version of the contractor’s proposal, including the contractor’s BAFO responses, state-requested clarification responses, and contract amendment responses; and

The Division of Purchasing’s acceptance of the proposal 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 RFP shall govern in the event of a conflict with the contractor’s proposal.

The contractor shall agree to furnish all awarded 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 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 Division of Purchasing’s “notice of award”).

The state agency may 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 Division of Purchasing 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 RFP.

Renewal Option(s): The Division of Purchasing shall have the right, at its sole option, to renew the contract for one (1) additional one-year period, or any portion thereof. In the event the Division of Purchasing 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 on Exhibit C, Payment Schedule (Pricing Page). 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.

Termination for Convenience:

The Division of Purchasing 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 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 or where the funds are withheld by the governor, and the state shall not be liable for any costs associated with termination caused by lack of appropriations or due to the governor’s withholding.

Cancellation for Breach of Contract:

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

If the Division of Purchasing cancels the contract for breach, the Division of Purchasing 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 Division of Purchasing deems appropriate and charge the contractor for any additional costs incurred thereby.

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 Division of Purchasing 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); and (2) 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 state agency 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:

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

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

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

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

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

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

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

Participation by Other Organizations:

The contractor must comply with any Organization for the Blind/Sheltered Workshop and/or Service-Disabled Veteran Business Enterprise (SDVE) participation levels committed to in the contractor’s awarded proposal. The contractor must meet their participation commitment identified in their awarded proposal, regardless of the products and/or services purchased by the state from the contract.

The contractor shall prepare and submit to the Division of Purchasing a report detailing all payments made by the contractor to Organizations for the Blind/Sheltered Workshops, and/or SDVEs participating in the contract for the reporting period. The contractor must submit the report on a monthly basis, unless otherwise determined by the Division of Purchasing.

The Division of Purchasing will monitor the contractor’s compliance in meeting the Organizations for the Blind/Sheltered Workshop and SDVE participation levels committed to in the contractor’s awarded proposal. If the contractor’s payments to the participating entities are less than the amount committed, the state may cancel the contract and/or suspend or debar the contractor from participating in future state procurements, or retain payments to the contractor in an amount equal to the value of the participation commitment less actual payments made by the contractor to the participating entity. If the Division of Purchasing determines that the contractor becomes compliant with the commitment, any funds retained as stated above, will be released.

If a participating entity fails to retain the required certification or is unable to satisfactorily perform, the contractor must…