Banking Safekeeping Depository Account Services .docx

State of Missouri Office of Administration, Division of Purchasing

Request for Proposal (RFP) for Banking Safekeeping Depository Account Services

PROPOSAL DUE NO LATER THAN: August 28, 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 Ariel Bradford

PHONE NO.: (573) 751-2497

EMAIL: Ariel.Bradford@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 Commerce and Insurance 301 West High 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

Separate Documents: The vendor is advised that the separate documents to this document referenced above provide additional requirements, information, and/or instruction. The separate documents must be downloaded from the Division of Purchasing’s MissouriBUYS, powered by MOVERS, website at: https://missouribuys.mo.gov/. The separate documents are downloadable from the same web page where the solicitation document is downloadable. It shall be the sole responsibility of the vendor to obtain each of the separate documents. The vendor shall not be relieved of any responsibility for performance under the subsequent contract due to the failure of the vendor to obtain a copy of the separate documents.

INTRODUCTION AND BACKGROUND INFORMATION SECTION

Introduction:

This document constitutes a request for competitive, sealed proposals for the provision of banking safekeeping depository account services, as set forth herein.

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:

The Department of Insurance was created by Section 36(b) of Article IV of the Missouri Constitution and operates under the name “Department of Commerce and Insurance” (state agency). Under the authority of the Omnibus State Reorganization Act of 1974 and executive order 06-04, the state agency administers and enforces the laws assigned to the state agency. The state agency’s director is charged with issuing certificates to transact the business of insurance in Missouri to companies who have complied with the laws of Missouri, and to issue such other certificates as required in the organization of insurance companies to transact the business of insurance in Missouri.

Under Section 375.460, RSMo, the state agency’s director shall receive the deposits and securities required by law to be transferred and deposited, and shall give vouchers for the same to the parties so depositing.

Section 375.460, RSMo, requires deposits and securities to be deposited jointly with the state agency’s director through a safekeeping account. The minimum amount of deposit required and entities for whose benefit the deposit is held varies on the type of insurer. Additional information may be found in the RSMo’s, as specified below:

Life stock companies – 376.090, RSMo;

Life mutual companies – 376.130, RSMo;

Property and casualty – 379.098, RSMo;

Health services companies – 354.075, RSMo;

Health maintenance organizations – 354.410, RSMo;

Prepaid dental plan corporations – 354.707, RSMo; and Foreign insurance companies – 375.891, RSMo.

The statutory references above are not a complete list of all deposit related statutes that may apply. Insurance laws, rules, and regulatory guidance may be located at the following: https://insurance.mo.gov/laws-rules-guidance.

Attachment 1 – Statutory Deposits Held on Behalf of the Missouri Department of Commerce and Insurance includes an estimate of the value of assets held in joint deposits and the number of accounts.

Regulation 20 CSR 200-7.200 requires securities on deposit to be in the form of book-entry receipts, and for such securities to be held separate from the general assets of the depository.

Current and/or Previous 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 RFPS30034902300688 and the contract number CS230688001 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 banking safekeeping depository account services for the Department of Commerce and Insurance (hereinafter referred to as the “state agency”) on an as needed, if needed basis, in accordance with the provisions and requirements stated herein and to the sole satisfaction of the state agency.

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:

The contractor must meet or exceed the following minimum experience requirements at the time of proposal submission and for the duration of the contract:

a. The contractor must have a minimum of five (5) years of experience providing banking services in compliance with state and federal laws and regulations.

b. The contractor must have a minimum of five (5) years of experience providing banking safekeeping.

c. The contractor must have a minimum of five (5) years of experience with online communications systems.

d. The contractor must have a minimum of five (5) years of experience with order inquiries.

e. The contractor must have a minimum of five (5) years of experience maintaining online communications systems.

f. The contractor must have a minimum of five (5) years of experience producing reports of a type similar to those described in Section 2.8, Reporting Requirements.

g. The contractor must be a participant of the Depository Trust Company (DTC).

h. The contractor shall maintain a Missouri-based financial institution, which may include Missouri branches of national banking institutions or a trust facility in the State of Missouri in which deposits are received, and accounts are managed.

i. The contractor shall have a dedicated online connection with the Federal Reserve System for electronic transfers of money and company securities into and out of the safekeeping accounts.

The types of securities (e.g., bond, mortgages, stocks, real estate) accepted by the contractor shall comply with all applicable State of Missouri laws and regulations, specifically Chapters 354, 374, 375, 376, 379 and 385 RSMo, related to the handling of securities by the state agency.

Contractor Personnel Qualifications:

The contractor should provide the following Leadership Personnel that will be responsible for implementation and oversight of the contract:

Vice President (or equivalent) – The contractor’s proposed Vice President (or equivalent) should be responsible for general oversight of the contract and should have the knowledge, skills, and ability to ensure compliance with contractual requirements.

The contractor’s Vice President (or equivalent) should have at least five (5) years’ experience in the banking or financial services industry.

The contractor’s Vice President (or equivalent) should have at least two (2) years’ experience in oversight of contracts.

Account Manager/Supervisor – The contractor’s proposed Account Manager/Supervisor should have the knowledge, skills, and ability to manage the day-to-day contract activities and correspondence between the contractor and the state agency including timely initiation and settlement of trades to ensure all reports are submitted in a timely manner to the state agency.

The contractor’s Account Manager/Supervisor should have at least three (3) years’ experience performing such duties.

The contractor should provide the following Depository Personnel who possess the (1) knowledge, skills, and abilities applicable to their positions; and (2) the experience and qualifications, as applicable and as specified below:

Investment Advisors – The contractor should provide a minimum of two (2) Investment Advisors that should have the knowledge, skills, and ability to assist the state agency in locating appropriate securities for deposit in custodial accounts.

The contractor’s Investment Advisors should hold appropriate securities trading licenses through the Financial Industry Regulatory Authority (FINRA).

The contractor’s Investment Advisors should have at least one (1) years’ experience in securities trading.

Account Coordinators – The contractor should provide a minimum of two (2) Account Coordinators who should have the knowledge, skills, and ability to assist the contractor’s Investment Advisors in trading activities.

The contractor’s Account Coordinators should have at least six (6) months’ experience with book entry, depository clearinghouse and ACH processes.

Customer Service Representative – The contractor should provide a minimum of one (1) Customer Service Representative who should have the knowledge, skills, and ability to provide administrative support for the contract.

The contractor’s Customer Service Representative should have a minimum of six (6) months’ experience opening and closing accounts within a banking institution as defined in this RFP.

Banking Safekeeping Depository Account Requirements:

The contractor shall provide banking safekeeping depository account services in order to fulfill the following goals and objectives established pursuant to the state agency’s mission:

a. To ensure that internal controls, policies, and reporting procedures relating to deposits of company securities are appropriate and consistent with the state agency’s goals and objectives;

b. To ensure that all book entry securities are held in safekeeping for a company;

c. To ensure that the market value of required company securities are properly maintained and monitored;

d. To protect the state agency’s interest in securities; and

e. To allocate all safekeeping account service costs to participating companies on an equitable basis.

In order to provide the banking safekeeping depository account services required herein, the contractor shall enter into joint custody agreements with companies on behalf of the state agency. A sample Joint Custody Agreement can be found in Attachment 4. The joint custody agreements shall contain all of the applicable safekeeping guidelines as set forth in the Financial Condition Examiner’s Handbook (hereinafter referred to as “Examiner’s Handbook”), and Custodial and Safekeeping Agreements, as adopted by 20 CSR 200-1.005, as amended. See Attachment 5 for NAIC Custody and Safekeeping requirements as printed in the Examiner’s Handbook. The contractor shall administer the securities provided by companies in safekeeping depository accounts for the state agency in accordance with 20 CSR 200-7.200, as amended.

a. The contractor shall understand and agree that all income collected in a safekeeping depository account shall be deposited to the credit of the same safekeeping depository account.

b. No portion of the securities and/or certificates of deposit in a safekeeping depository account shall be withdrawn without prior written authorization from both the company and the state agency, unless applicable Missouri law dictates that only the state agency’s authorization shall be required, including at a minimum, the issuance of a seizure order pursuant to section 375.1164, RSMo, an order of rehabilitation pursuant to section 375.1165, RSMo, or an order of liquidation pursuant to section 375.1175, RSMo.

The contractor shall hold the securities and/or certificates of deposit representing securities held in the safekeeping depository accounts separate and apart from the contractor’s general liabilities.

The contractor may require new companies to establish a demand deposit account in order to process transactional activity related to the required security deposit. Transactions may include security settlements (purchase, sales, and maturities), principal and interest postings, or debits for monthly fees related to the contract.

Online Communication System Requirements:

The contractor shall provide a method of performing secure inquiries and secure data transfers to and from the state agency in an online communication system, in a format acceptable to the state agency.

a. The contractor shall provide the state agency with any special hardware or software that is required to establish and maintain a secure data communication between the state agency and the contractor’s online communications system.

The contractor’s online communications system shall provide a “private connection”, at the contractor’s expense, and shall include all equipment necessary to operate such as hardware, software and sufficient bandwidth.

The contractor’s online communications system or separate secure Internet reporting tool shall track all deposits made by companies in a safekeeping depository account, and shall price each security on file weekly. The online communication system shall possess the following features:

a. Online inquiries: The state agency shall have the ability to review all accounts, including securities transactions, current account balances, designated insurance company authorized contacts, etc.

b. Online pricing of securities; and

c. Reporting capabilities.

In the event the state agency determines that a feature of the contractor’s online communication system or secure Internet reporting tool, or any required reports are no longer needed or require modification, the contractor shall coordinate with the state agency in the deletion or modification of the requested change.

The contractor shall notify the state agency of incoming securities from each company. The contractor shall understand and agree that once the state agency has verified that the security is appropriate by type and market value for deposit, the state agency will notify the contractor via email of the state agency’s approval. The contractor shall place the securities on file under the appropriate company; the state agency’s approval will indicate the appropriate deposit type.

a. The contractor shall understand and agree that once the state agency notifies the contractor via email of the state agency’s approval of the securities for each company, the contractor shall place the approved securities on file in safekeeping within ten (10) business days after notification of approval from the state agency.

b. The contractor shall understand and agree that the approval of a security by the state agency is considered valid for only ten (10) business days due to variability in market values; therefore, if the contractor does not receive the security within ten business days from a company, re-approval by the state agency shall be required.

The contractor’s online communication system or secure Internet reporting tool shall have the ability to price incoming security deposits from each company to verify approval prior to safekeeping. If a system price is not readily available, such as with newly issued securities, the contractor shall provide a manual pricing method. The contractor shall understand and agree that when a company tenders a security, the state agency shall be given sufficient information and documentation to verify the statutory approval of the security and the market value of the security.

The contractor shall understand and agree that the state agency may release securities on deposit once the state agency has deemed that the company has other sufficient securities on deposit or a deposit is no longer required. Once the contractor is in receipt of a security release from the state agency, the company may give instructions to the contractor regarding the delivery of the released security. Prior to the transfer of the released security, the contractor shall obtain confirmation from the company regarding the delivery of the released security.

Online Inquiry Requirements:

The contractor’s online system shall provide the state agency with the ability to query information needed in the following manner:

a. By company name or National Association of Insurance Commissioners (NAIC) number, including both group and company code;

b. By security type or Committee on Uniform Securities Identification Procedures (CUSIP) number; and

c. By deposit type (e.g., capital, reserve, or special), by company, or any combination thereof.

The contractor’s online system shall make the company name or NAIC number input fields available for the state agency’s use. The contractor shall understand and agree that the state agency shall have access to a menu screen that shall allow the state agency to choose between a listing of securities by activity, or a listing of currently held securities.

a. The listing of securities by activity menu screen shall be an inquiry-only screen for the state agency. The contractor shall understand and agree that the inquiry-only screen shall display, at a minimum, the following:

1) The company name;

2) The NAIC number and the group number;

3) The safekeeping depository account number;

4) The security number and the security description;

5) The transaction code;

6) The CUSIP number;

7) The security type, quantity, and value/share;

8) The deposit location and the deposit type;

9) The transaction date and the transaction amount;

10) The maturity date and the issue date;

11) The interest rate;

12) The par value; and

13) The market value.

b. The contractor shall understand and agree that the listing of currently held securities screen shall display, at a minimum, the following:

1) The company name;

2) The NAIC number and the group number;

3) The safekeeping depository account number;

4) The security number and the security description;

5) The CUSIP number;

6) The deposit type and the current balance;

7) The maturity date;

8) The interest rate;

9) The par value; and

10) The market value.

The contractor shall perform all data input for book entry securities. Additionally, the contractor shall clear the file when the data arrives (i.e., accurately distinguishing between deposit types).

The contractor shall understand and agree that the listing of securities by activity menu screen and the listing of currently held securities menu screen that shows a listing of securities by type or CUSIP number, shall be accessible and sortable by company name (i.e., alpha character), and by CUSIP number.

The contractor shall understand and agree that the listing of securities by activity menu screen and the listing of currently held securities menu screen that shows a listing of securities by deposit type, shall be accessible and sortable by company name (i.e., alpha character), and by CUSIP number.

The contractor shall understand and agree that the listing of securities by activity menu screen and the listing of currently held securities menu screen that shows a list of securities by location of deposit made and/or by location of the security, shall be accessible and sortable by company name (i.e., alpha character) and by CUSIP number.

The contractor shall indicate the running total on the listing of securities by activity menu screen and the listing of currently held securities menu screen.

Maintenance Requirements for Online Communication System:

The contractor shall maintain certain state agency defined fields in the contractor’s online communication system or separate secure Internet reporting tool. The contractor shall understand and agree that the defined fields shall give the state agency the flexibility and the control needed to ascertain whether the companies comply with deposits as required by law. The following describes the capabilities that shall be available for the state agency’s use:

a. The contractor shall have the ability to set up each company with the following agency defined fields:

1) The NAIC number;

2) The minimums for capital accounts, reserve accounts and special accounts;

3) The name of the company, the address, the applicable contact individual of the company, the contact individual’s email address;

4) The electronic funds transfer (EFT) instructions; and

5) A miscellaneous field.

· The contractor shall perform all applicable data entry in the contractor’s online communication system or secure Internet reporting tool.

The contractor’s online communication system or secure Internet reporting tool shall allow for the change of a company’s name, a NAIC number, group number, and/or a company’s address.

Upon request from the state agency, the contractor’s online communication system or secure Internet reporting tool shall have the ability to delete zero balance securities from a company’s listing of securities on the activity file.

The contractor’s online communication system or secure Internet reporting tool shall allow the state agency to change reserve type deposits to capital type deposits, special type deposits, or any combination thereof.

Reporting Requirements:

The contractor’s online communication system or secure Internet reporting tool shall provide several reports necessitated by various transactions that may occur within the daily operations of the contractor. At minimum, the contractor’s online communication system or secure Internet reporting tool shall generate the following online reports:

a. An exception report for the week (e.g., when market value of required deposits fall below statutory limits, receipt numbers missing, etc.) subtotaled by company.

b. Weekly and monthly reports that shall contain the CUSIP number, the security name, the market value, the par values, the maturity dates, and the interest rates alphabetically listed by company of securities held, sorted by security type and CUSIP number; subtotaled for each company by par and market value; plus a subtotal of the net difference between par and market value; and totaled by par and market value for all deposits held.

c. Special reports about account activity upon request of the state agency. The contractor shall understand and agree that the types of special reports the state agency may request include, at a minimum, the following:

1) A list of all activity for a security by company, and by CUSIP number to the point at which the security is listed at zero (0); and

2) A list of current balances and transactions for specified companies, subtotaled by company name and NAIC number.

d. Reports of activity that may be requested by a company on an as needed, if needed basis, related to the company’s own account activity.

Special Features Requirements:

Mass Withdrawal – The contractor’s online communication system or secure Internet reporting tool shall allow elimination of an entire account for a company, and the release and subsequent elimination of entire blocks of securities by type (e.g., bond, book entry, stock, and mortgage).

Audit Confirmations – The contractor’s online communication system or secure Internet reporting tool shall produce verification letters on a semi-annual basis, which shall be sent electronically to all companies for their acknowledgement of account balances. The verification letters shall include instructions for companies to respond directly to the state agency via hard copy or electronic response to acknowledge or dispute account balances. If the contractor receives a response, the contractor shall forward such response to the state agency within two (2) business days. All verification letters shall be transmitted to all companies by no later than seven (7) calendar days after June 30 and after December 31 of each calendar year. A sample of the audit confirmations can be found on Attachment 3 – Audit Confirmations Sample.

Certificates – The contractor’s online communication system or secure Internet reporting tool shall produce certificates of deposited securities for all companies in a batch PDF file to be provided to the state agency. All certificates of deposited securities shall be electronically available to the state agency by no later than seven (7) calendar days after December 31 of each calendar year. A sample of the certificate of deposit can be found on Attachment 2 - Certificate of Deposit Sample.

a. The certificate of deposit shall display an itemized listing of each security held in the safekeeping deposit account by the contractor for all companies and shall include the CUSIP number, the security description, the par value, the interest rate, the maturity date, and the market value.

b. The contractor shall use language specific to the company type on the certificates of deposit as directed by the state agency.

The contractor shall retain all information utilized by the contractor including deposit/withdrawal requests, joint deposit agreements, signature cards, automated clearing house (ACH) agreements, wire transfer agreements, weekly deposit exception reports, monthly deposit reports, certificates of deposit, and audit confirmations for no less than seven (7) years. Such information shall be made available upon the state agency’s request.

a. Upon termination or expiration of the contract, the contractor shall continue to retain all information utilized by the contractor for no less than seven (7) years. The weekly deposit exception report shall be available electronically for no less than three (3) months, and the monthly deposit reports and certificates of deposit shall be available electronically for no less than 12 months.

Invoicing and Payment Requirements:

Invoicing – The contractor shall submit a monthly, itemized invoices for services provided to each company with securities and/or certificates of deposit in safekeeping depository accounts, in accordance with the pricing on Exhibit C, Pricing Page of the contractor’s awarded contract. The monthly invoices shall be provided either electronically through a secure portal or via hard copy mailed through the United States Postal Service (USPS).

The contractor shall receive payment for administering each safekeeping depository account directly from all companies for which the accounts are established.

The contractor shall understand and agree that the State of Missouri shall not be charged or invoiced for any payments due by the contractor.

Other than the payments specified above, no other payments or reimbursements shall be made to the contractor for any reason whatsoever including, but not limited to: taxes, travel expenses, shipping charges, insurance, interest, penalties, termination payments, attorney fees, liquidated damages, etc.

Notwithstanding any other payment provision of the contract, if the contractor fails to perform required work or services, fails to submit reports when due, or is indebted to the United States, companies may withhold payment or reject invoices under the contract, only after providing notice to the state agency regarding a dispute.

If a request by the contractor for payment or reimbursement is denied, companies shall provide the contractor with written notice of the reason(s) for denial.

Companies may withhold payment or reject invoices under the contract, only after providing notice to the state agency regarding a dispute.

Final invoices are due by no later than 30 calendar days after the expiration of the contract. Companies shall have no obligation to pay any invoice submitted after the due date.

If the contractor is overpaid, upon official notification by a company, the contractor shall provide the companies (1) with a check payable as instructed by the companies in the amount of such overpayment at the address specified by the companies or (2) deduct the overpayment from the monthly invoices as requested by the companies.

****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 12101, 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.

Record Access:

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

Taxes:

0. 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”).

State agency will sign or “click-through” and accept agreements if required by the contractor 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 four (4) additional one-year period(s), 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 in 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.

Renewal Pricing: If the option for renewal is exercised by the Division of Purchasing, 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 proposal, 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…