DCI MO PSC 0000000001SL - MUSF Audit-Tax services IFB final draft.doc

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State of Missouri

MISSOURI PUBLIC SERVICE COMMISSION

Invitation for Bid (IFB) for Missouri Universal Service Fund – Audit & Tax Filing Services

BID DUE NO LATER THAN: May 21, 2026 AT 2:00 PM CENTRAL TIME

Response should be submitted electronically through MissouriBUYS, powered by MOVERS, at https://missouribuys.mo.gov.

IFB CONTACT INFORMATION:

BUYER: Rob Verslues

PHONE NO.: (573) 751-3375

EMAIL: rob.verslues@psc.mo.gov See “IFB Questions” in Section 1 for appropriate communications during the procurement process.

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

Missouri Universal Service Fund Board

200 Madison Street P.O. Box 360

Jefferson City, MO 65102

ATTENTION:

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

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

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

IFB Organization:

IFB Vendor Response Exhibits

(Return exhibits with bid)

BUSINESS COMPLIANCE EXHIBITS

1. INTRODUCTION AND BACKGROUND INFORMATION SECTION

1.1 Introduction:

1.1.1 This document constitutes an invitation for competitive, sealed bids from vendors for the provision of audit services and/or tax filing services for the Missouri Universal Service Fund (referred to hereinafter as MoUSF or Fund) in accordance with the requirements and provisions stated herein. Bidders may submit a bid to provide one of these services or both services.

1.1.2 Minimum Experience Qualifications: There are minimum experience qualifications in the IFB (See Section 2.2, Minimum Experience Requirements in Section 2: Scope of Work).

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

1.2 Background and Historical Usage Information:

1.2.1 The Missouri General Assembly authorized the creation of the Missouri Universal Service Fund (hereinafter referred to as “MoUSF” or “Fund”) through the enactment of Senate Bill 507 in 1996. The purpose of the MoUSF is “to ensure just, reasonable, and affordable rates for reasonably comparable essential local telecommunications services throughout the state” (Section 392.248.1, RSMo). The Fund is funded by and support distributed to solely landline companies and not wireless companies. Funds deposited in the MoUSF are not classified as state funds. The average monthly balance of the MoUSF is approximately $400,000.

1.2.2 Section 392.248 RSMo created the Missouri Universal Service Board (hereinafter referred to the “Board”). The Board consists of members of the Missouri Public Service Commission and the Public Counsel and is incorporated as a not-for-profit corporation pursuant to Chapter 355, RSMo. The Board was formed for the purposes of creating and supervising the management of the MoUSF.

1.2.3 The Fund is administered by the MoUSF Administrator pursuant to contract K2637500007, which expires on September 30, 2026.

a. The principal functions of the MoUSF Administrator include general administrative and banking functions, auditing of fund contributors and recipients and electronic database services. The MoUSF Administrator collects assessments from all Missouri applicable telecommunications companies and registered interconnected VoIP providers and distributes monies to eligible telecommunications carriers that offer a discounted rate to qualifying low-income or disabled consumers.

b. Additional information about the contract, K2637500007, for MoUSF General Administrative Banking, Auditing and Electronic Database Services can be found by searching by the contract number, K2637500007, in the MissouriBUYS Statewide eProcurement System (https://missouribuys.mo.gov/).

1.2.4 Per Section 392.248.1, RSMo, the Board “shall cause the books and records of the universal service fund administrator to be independently audited on an annual basis. The independent audit shall be paid for from funds held in the universal fund.” The latest copy of the independent audit report and the report to the board about the audit report are available upon request to the buyer of record (Buyer’s contact information is listed on page 1).

1.2.5 Funding for the MoUSF is generated by a retail consumer surcharge collected and remitted to the MoUSF Administrator by landline companies providing telecommunications and interconnected Voice over Internet Protocol services; however, MoUSF funding obligations do not apply to companies solely providing payphone or shared tenant services. The surcharge is based on an assessment factor applied to a landline company’s net jurisdictional revenue as that term is defined by Missouri Commission rule 20 CSR 4240- 31.010(10). The assessment factor is currently .0015. The assessment is subject to review during the term of this contract. Any changes to the MoUSF assessment require 60 days advance notice per Missouri Commission rule 20 CSR 4240-31.012(2). Companies with an annual net jurisdictional revenue of less than $24,000 are not required to remit to the MoUSF. Approximately 200 companies remit assessments to the MoUSF. Assessments can be remitted either monthly, quarterly or annually depending on a company’s annual net jurisdictional revenue.

1.2.6 Fund disbursements are made to qualifying landline companies participating in the Lifeline and Disabled programs. These two programs provide discounted essential local telecommunications service as this term is defined by 20 CSR 4240-31.010(5) which on a practical basis refers to landline voice service or landline voice service bundled with broadband service. Monthly MoUSF support is $24.00 per Disabled program subscriber and $18.75 or $14.75 per Lifeline program subscriber depending on federal Lifeline funding. Overall any subscriber in the Lifeline or Disabled programs should receive a monthly discount totaling $24.00 when state MoUSF and federal funding is combined. Currently, 55 companies in Missouri are eligible to receive MoUSF support and these companies must be annually certified by the Board to receive MoUSF.

1.2.7 The relevant statute provision pertaining to the Missouri USF can be found in Section 392.248 with relevant terms defined in Section 386.010. Rules regarding the Missouri USF can be found in 20 CSR 4240-31. These sources can be accessed at https://revisor.mo.gov/main/Home.aspx and https://www.sos.mo.gov/CMSImages/AdRules/csr/current/20csr/20c4240-31.pdf.

1.2.8 Additional information may be reviewed at the Fund Administrator’s website as follows: https://www.missouriusf.com/.

1.2.9 A copy of the latest tax forms filed by the board, which are Form #990 and Form# 8879-TE are available upon request to the buyer of record (Buyer’s contact information is listed on page 1).

1.3 Current and/or Previous Contract Information:

1.3.1 A current contract exists for the product/services being obtained via this IFB. The contract number is: K2237500003, as described in the next paragraph.

1.3.2 A copy of the contract can be viewed and printed from the MissouriBUYS Statewide eProcurement System (https://missouribuys.mo.gov/).

1.4 IFB Questions:

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

a. Except as noted herein, vendors and their agents are instructed not to contact any other state employee regarding any of these matters during the solicitation and evaluation process. Inappropriate contacts are grounds for suspension and/or exclusion from specific procurements. Vendors can be sanctioned for unauthorized contact with any evaluator under 1 Code of State Regulation (CSR) 40-1.060(8)(G) and (H) available at http://www.sos.mo.gov/adrules/csr/csr.asp.

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

1.4.3 Vendor Question Deadline: Every attempt shall be made to ensure that the vendor receives an adequate and prompt response. However, in order to maintain a fair and equitable procurement process, all vendors will be advised, via the issuance of an amendment to the IFB, 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 bid closing date and time of the bid. If not received prior to ten (10) calendar days before the bid closing date and time, the department may not be able to fully research and consider the respective questions or issues.

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

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

1.5 Amendments:

1.5.1 If the department determines that changes to the IFB are necessary, the resulting changes will be included in a subsequently issued IFB amendment(s) prior to the bid closing date and time.

1.6 Glossary of Terms and Acronyms:

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

1.6.2 General Glossary, Acronyms, and Abbreviations:

a. 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 department. The agency is also responsible for payment, unless otherwise specified herein. Note: The terms “department”, “state agency”, “state”, and “State of Missouri” are used interchangeably throughout the document and have the same meaning.

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

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

d. Bid Closing date and Time and similar expressions mean the exact deadline required by the IFB for the receipt of sealed bids.

e. Procurement officer means the procurement staff member of the department.

f. Code of State Regulation (CSR) contains the current administrative rules of executive agencies of Missouri government. The regulations are arranged by agency rather than by subject.

g. Contract means a legal and binding agreement between two or more competent parties, for a consideration for the procurement of equipment, supplies, and/or services.

h. Contractor means a supplier, bidder, person, or organization who is a successful vendor as a result of an IFB and who enters into a contract.

i. Exhibit applies to forms which are included with an IFB for the vendor to complete and submit with their response prior to the specified closing date and time.

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

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

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

m. 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.

n. 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 IFB. The pricing pages must be completed and submitted by the vendor with the response prior to the specified bid closing date and time.

o. 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.

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

q. RSMo (Revised Statutes of Missouri) refers to the body of laws enacted by the Legislature which govern the operations of all agencies of the State of Missouri. Chapter 34 of the statutes is the primary chapter governing the operations of the department.

r. Shall has the same meaning as the word must.

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

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

u. Supplier has the same meaning as the word, vendor.

v. Vendor means the supplier, bidder, person, or organization that responds to an IFB by submitting a bid with prices to provide the equipment, supplies, and/or services as required in the IFB document.

1.6.3 Technical Acronyms and Abbreviations:

a. Board – Missouri Universal Service Board

b. CPA – Certified Professional Accountant

c. Commission – Missouri Public Service Commission

d. GAAP – General Accepted Accounting Principles

e. GAAS – General Accepted Auditing Standards

f. IVoIP – Interconnected Voice – Over Internet Protocol

g. MSBA – Missouri State Board of Accountancy

h. MoUSF Administrator or Administrator – Missouri Universal Service Fund Administrator

i. MoUSF or Fund – Missouri Universal Service Fund

j. Tax Form 990 - Return of Organization Exempt from Income Tax

1.7 Accuracy of Background Information:

1.7.1 Although an attempt has been made to provide accurate and up-to-date information, the State of Missouri does not warrant or represent that the background information provided herein reflects all relationships or existing conditions related to this IFB.

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

2. SCOPE OF WORK SECTION

2.1 General Requirements:

2.1.1 The contractor shall perform all auditing and/or tax filing services in accordance with the provisions and requirements stated herein and to the sole satisfaction of the Missouri Universal Service Board and its staff (hereinafter referred to as the “Board”).

2.1.2 The contractor shall designate at least one (1) person to serve as the Board’s contract representative serving as the liaison between the contractor and the Board.

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

2.2 Contractor’s Requirements:

2.2.1 A key member of the contractor’s personnel providing the services described herein shall be a Certified Professional Accountant (CPA) and must be currently licensed by and be in good standing with the Missouri State Board of Accountancy (MSBA). Throughout the duration of the contract, the contractor must continue to employ a member that maintains such licensure.

2.2.2 The contractor shall have a minimum of three (3) years of experience in auditing services.

2.2.3 The contractor shall have a minimum of three (3) years of experience in tax filing services.

2.2.4 The contractor shall not have pursuant to 392.248.1, RSMo and shall disclose any financial interest(s) with telecommunication companies as defined in RSMo 386.020 and/or Commercial Mobile Radio Service companies.

2.2.5 The contractor shall understand and agree that the company and its proposed personnel are neutral administrators and will in no way be involved in any advocacy effort related to any telecommunications issue within the State of Missouri, throughout the duration of the contract.

2.2.6 The Contractor shall understand and agree that the company and its proposed personnel are not affiliated or connected with the entity being audited, throughout the duration of the contract.

2.2.7 The contractor shall understand and agree that the company and its proposed personnel are independent of the Missouri Public Service Commission, the Office of Public Counsel, and the Missouri Universal Service Board.

2.2.8 The contractor should be a participant in an external quality/peer review program, and if so should provide evidence of such participation.

2.3 Auditing Services Requirements: The contractor shall comply with the following:

2.3.1 The contractor shall conduct the audit of the MoUSF fund administered by the MoUSF Administrator on behalf of the Board in accordance with Generally Accepted Auditing Standards (GAAS) as promulgated by the American Institute of Certified Public Accountants and in accordance with the provisions and requirements stated herein.

2.3.2 The contractor shall perform the annual audit covering July 1 through June 30. The time period addressed by the audit will be the prior twelve months. For example, if the contract begins on July 1, 2026, then the first annual audit will pertain to July 1, 2025 through June 30, 2026. The second annual audit will pertain to July 1, 2026 through June 30, 2027.

2.3.3 If requested by the Board, the contractor shall attend an entrance conference with the Board prior to commencement of fieldwork and an exit conference with the Board prior to the delivery of the final audit report.

a. The Board and the contractor shall mutually agree upon the scheduling of the entrance and the exit conferences.

b. The location of any entrance or exit conferences shall be held in Jefferson City, Missouri, unless it is mutually agreed upon by both the Board and contractor to hold the conferences remotely.

c. The contractor shall attend additional exit conferences with the Board and at the sole discretion of the Board in the event any changes are made to the most recently presented final audit report.

d. The contractor shall provide a copy of the preliminary findings to the Board prior to discussion with the MoUSF Administrator at the exit conference, unless other arrangements have been agreed to by the Board.

2.3.4 The contractor shall commence work on the audit as soon as practical after the MoUSF Administrator closes the books at the end of the audit period.

2.3.5 Upon the Board’s request, the contractor shall provide the Board with copies of any written communications with the MoUSF Administrator prior to, during, and/or after conducting the fieldwork.

2.3.6 The contractor shall complete the following items in the auditing services:

a. Review and assess the current accounting systems;

b. Study and evaluate internal control systems;

c. Analyze and test accounting records;

d. Review and test audit documentation; and

e. Review audit findings with the Board.

2.3.7 The contractor shall verbally inform the Board immediately upon any indication of un-auditable records and upon discovery of any fraud, abuse, illegal acts, or other irregularities. The contractor must immediately provide concurrent written notification to the Board following any such verbal communications.

2.3.8 The contractor shall notify the Board in writing prior to any contact with another regulatory agency regarding any complaints, deficiencies, or violations discovered during the course of performing the services required herein.

2.3.9 The contractor shall agree and understand that the Board and the Office of the State Auditor shall have the right to make on-site reviews of the contractor’s activities and/or working papers while work is in progress. In addition, at any time thereafter, the Board, Commission staff, and the State Auditor shall have the right to access and review any and all working papers developed as a result of the audit. If such review is required, the contractor must make the working papers available at the Board location or at another location specified by the Board within the State of Missouri.

a. The contractor shall agree and understand that the Board may request detailed information on as audit finding that is not included in the final audit report draft but is documented in the working papers. If such information is requested, the contract shall provide this detailed information prior to the submission of the final audit report.

2.3.10 Final Audit Report: The contractor shall each year present a final audit report by November 15th or by another date that is mutually agreed to with the Board Staff. The final audit report must include, but not be limited to the following:

a. The contractor shall provide an opinion letter on the condition and performance of the accounts, functions, programs, and management of the MoUSF Administrator.

b. The contractor shall provide a management letter reporting findings and conclusion on specific processes, methods, and internal controls of the MoUSF Administrator that can be made more efficient or effective.

c. The contractor shall cite specific administration contract requirements or normal business practices in which the MoUSF Administrator is not in compliance.

d. The contractor shall include the MoUSF Administrator’s response to the preliminary findings obtained during the fieldwork exit conference.

2.3.11 The contractor shall complete and submit a draft of the final report to the state agency within 30 days before the report is presented to the Board.

a. However, by at least ten (10) calendar days prior to the due date for submission of the final report, the contractor shall submit one hard copy and an electronic copy of a preliminary draft of the final report to the state agency for review and comment.

1) If required by the state agency, the contractor shall modify and/or provide additional elaboration as deemed necessary to ensure a comprehensive and thoroughly written document as required by the requirements of the contract. The review by the state agency shall be completed within five (5) calendar days of receipt of the draft.

2) If required by the state agency, the contractor shall prepare and submit a second draft of the final report to the state agency for review and comment. Additional drafts shall also be prepared if deemed necessary by state agency. For any additional drafts that are required, the contractor shall complete and submit the draft within five (5) calendar days from the date of receipt of the state agency’s comments.

b. Final Approved Report – Prior to the required due date specified above and after completing all revisions to the draft as specified above, the contractor shall provide the state agency with the following quantities/formats of the final approved report as specified below:

1) One bound copy of the final approved report,

2) One electronic copy of the final approved report in Microsoft compatible format,

3) One unbound camera ready copy of the final approved report.

c. Final Report Presentation – If required by the state agency, the contractor shall make the presentation of the final report in person at a meeting of the Board.

2.4 Tax Filing Services Requirements: The contractor shall comply with the following:

2.4.1 The contractor shall accurately prepare and file all tax filings unless instructed otherwise in writing by the Board. These filings include any and all tax-related forms the Board is required to file, including, but not limited to, Tax Form 990 (Return of Organization Exempt from Income Tax). In order to ensure such accurate and timely filings, by no later than October 1 of each calendar year, the contractor shall provide a schedule and calendar to the Board indicating all dates necessary to comply with the accurate and timely preparation and submission of all required filings, including but not limited to Tax Form 990.

2.4.2 The contractor shall provide the Board with a hard copy of any tax-related forms the Board is required to file, with annotations about the date and the way the required filing was submitted. The required hard copy of the filing must include the signature of the person from the contractor’s organization who submitted the tax-related form as well as when and to what taxing authority the required tax filing is made. Until such documentation has been delivered to the Board and placed in the MoUSF Board’s official files, it shall be assumed that the contractor has not completed the required filing.

2.4.3 The contractor shall be responsive to any tax-related inquiries from any government taxing authority.

2.5 Recordkeeping and Retention Requirement:

2.5.1 The contractor must maintain records and evidence pertaining to the contract in accordance with general accepted accounting principles (GAAP) and other procedures specified by the Board.

a. The contractor shall make all such records, books, and other documents reviewed and used in compiling its audit working papers as well as the audit working papers themselves, available at all reasonable times and in a format acceptable to the Board and/or its designees and/or the Missouri State Auditor during the term of the contract, and for five (5) years from the date of final payment on the contract or the completion of an independent audit, whichever is later. If any litigation, claim, negotiation, audit, or other actions involving the records has been started before the expiration of the retention period, the contractor shall retain such records until completion of the action and resolution of all issues which arise from it.

b. The contractor shall permit governmental auditors and/or authorized representatives of the State of Missouri to have access, for the purpose of audit or examination, to any of the contractor’s books, documents, papers, and records recording receipts and disbursements of any of the funds paid to the contractor. The contractor further agrees that any audit exception noted by governmental auditors shall not be paid by the Board and shall be the sole responsibility of the contractor, provided that the contractor may contest any such exception by any legal procedure it deems appropriate and that the Board will pay the contractor all amounts which may ultimately be held entitled to receive as a result of any such legal action.

Retention of Records and Documents: Unless specified in writing as a shorter period of time, the contractor shall preserve and make available with no limitation all books, documents, papers, and records involving transactions related to the contract for a period of ten years from the date of the cancellation, expiration, or termination of the contract. Records and supporting documentation under audit or involved in litigation shall be kept for two years following the final conclusion of the litigation or audit.

2.5.2 During the contract period, access to these items shall be provided through a vehicle specified by the state agency. During the post contract period delivery and access to these items shall be at no cost to the state agency.

2.5.3 Records: The contractor must maintain financial and accounting records and evidence pertaining to the contract in accordance with accepted standard accounting principles or International Financial Reporting Standards (IFRS).

a. Once annually, or otherwise as reasonably required by the state, the contractor shall make all such records, books, and other documents relevant to the contract available to the state, its designees, and the Missouri State Auditor in a commercially reasonable format acceptable to the state at all reasonable times during the term of the contract and for three (3) years after the cancellation, expiration, or termination of the contract or for any longer period of time required by law. The state will provide a minimum of fourteen (14) calendar day’s notice and will coordinate with the contractor regarding the scope of the audit.

b. The contractor shall permit the Missouri State Auditor’s Office, federal auditors and authorized representatives of the State of Missouri to perform an independent audit or examine, copy, or investigate any of the contractor’s records, procedures, books, documents, papers, and records recording receipts and disbursements of any of the funds paid to the contractor only for services performed under the contractor. Failure to retain adequate documentation for any services billed may result in recovery of payments for services not adequately documented. Any audit exception noted by auditors shall not be paid by the state and shall be the sole responsibility of the contractor. However, the contractor may contest any such exception by any legal procedure.

c. The state shall not designate any individual, entity, or firm to conduct the audit that is a competitor of the contractor. Any audit conducted or records reviewed under this provision shall be limited to services provided to State of Missouri and shall not require the contractor to disclose information pertaining to any other customer or client of the contractor.

d. The services required herein are not intended to be an audit, examination, attestation, special report or agreed-upon procedures engagements as those services are defined in the American Institute of Certified Public Accounts (AICPA) literature applicable to such engagements conducted by independent auditors. Accordingly, these services shall not result in the issuance of a written communication to third parties by the contractor directly reporting on financial data or internal control or expressing a conclusion or any other form of assurance. The contactor shall maintain a copy of the work products for documentation purposes for the AICPA.

2.6 Invoicing and Payment Requirements:

2.6.1 The contractor shall understand and agree that all payments shall be made from the MoUSF account and that the State of Missouri is not obligated for any payments due to the contractor.

2.6.2 The contractor shall submit invoices to the Board for approval to the address stated on the first page of the IFB. The contractor’s invoice shall include the contract number and a total invoice amount, based on the applicable services provided during the disbursement period.

2.6.3 The contractor shall understand and agree that an invoice for auditing services will only be paid after Board approval of the final audit report submitted by the contractor. The amount paid will be limited to the firm fixed price stated on the pricing page.

2.6.4 The contractor shall understand and agree that an invoice for tax preparation and filing services will only be paid after the contractor has completed and filed the required tax filings and the Board has approved of the services provided. The amount paid will be limited to the firm fixed price stated on the pricing page.

2.6.5 Other than the payments for auditing or tax filing, 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.

2.6.6 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, the Board may withhold payment or reject invoices under the contract.

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

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

3. TERMS AND CONDITIONS SECTION

3.1 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 department.

3.1.1 Non-Discrimination and Affirmative Action: The contractor must comply with applicable federal and state laws and regulations addressing discrimination in employment.

3.2 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 found at 42 U.S.C. section 1201, et seq.

3.3 Authorized Personnel/E-Verify:

3.3.1 For work performed under the contract, the contractor shall only employ personnel authorized to work in the United States in accordance with applicable federal and state laws, including section 285.530, RSMo and Executive Order 07-13. If the contractor employs personnel not authorized to work in the United States, the state shall have the right to cancel the contract immediately without penalty or recourse, and to pursue any other remedies permitted by the contract or by applicable state or federal law.

3.3.2 Prior to the performance of any services, a contractor meeting the definition of a business entity in section 285.525, RSMo, shall maintain enrollment and participation in the E-Verify Federal work authorization program with respect to the employees hired after enrollment in the program for work in connection with the contracted services included herein. If the contractor’s business status changes during the life of the contract to become a business entity as defined in section 285.525, RSMo, pertaining to section 285.530, RSMo, then the contractor shall enroll and participate in the E-Verify program.

3.3.3 The contractor shall only be required to provide the affidavits required in section 285.530.2, RSMo, to the state on an annual basis. https://purch.oa.mo.gov/vendor-information/affidavit-work-authorization-annual-renewal

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

3.4 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.

3.5 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.

3.6 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.

3.7 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.

3.8 Legal Proceedings:

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

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

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

3.9 Non-Appropriation of Funds:

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

3.9.2 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.

3.10 Work Outside the United States: Unless work outside the United States is prohibited by the IFB, any work performed outside of the United States for the contract must comply with Executive Order 04-09.

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

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

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

3.14 State Preferences:

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

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

3.15 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*****

4. GENERAL Contractual REQUIREMENTS SECTION

4.1 Contract Definition:

4.1.1 A binding contract shall consist of the following documents:

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

b. the most current version of the contractor’s bid, state-requested clarification responses, and contract amendment responses, and the contractor’s documentation, including, but not limited to, the cloud service providers’ cloud services end user terms); and

c. the department’s acceptance of the response (bid) by “notice of award”.

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

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

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

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

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

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

4.2 Contract Amendment:

4.2.1 All changes to the contract must be accomplished by a formal contract amendment executed by both the contractor and the department prior to the effective date of such change. No other means shall be used or construed as an amendment or modification to the contract.

4.3 Contract Period:

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

4.3.2 Renewal Option(s): The department 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 department exercises such right, all terms and conditions, requirements and specifications of the contract shall remain the same and apply during the renewal period, pursuant to applicable option clauses of this document.

4.4 Contract Pricing:

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

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

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

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

4.5 Termination for Convenience:

4.5.1 The department reserves the right to terminate the contract at any time, for the convenience of the State of Missouri, without penalty or recourse, by giving written notice to the contractor at least thirty (30) calendar days prior to the effective date of such termination. The contractor shall be entitled to receive compensation for services and supplies delivered to and accepted by the State of Missouri pursuant to the contract prior to the effective date of termination.

4.5.2 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.

4.6 Cancellation for Breach of Contract:

4.6.1 In the event of material breach of the contractual obligations by the contractor, the department may cancel the contract. At its sole discretion, the department may give the contractor an opportunity to cure the breach or to explain how the breach will be cured. As specified by the department, the actual cure must be completed within no more than ten (10) state business days from notification, or at a minimum the contractor must provide the department within ten (10) state business days from notification a written plan detailing how the contractor intends to cure the breach.

4.6.2 If the contractor fails to cure the breach or if circumstances demand immediate action, the department will issue a notice of cancellation terminating the contract immediately. If it is determined the department improperly cancelled the contract, such cancellation shall be deemed a termination for convenience in accordance with the contract.

4.6.3 If the department cancels the contract for breach, the department reserves the right to obtain the equipment, supplies, and/or services to be provided pursuant to the contract from other sources and upon such terms and in such manner as the department deems appropriate and charge the contractor for any additional costs incurred thereby.

4.6.4 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.

4.7 Incoming and Outgoing Transition:

4.7.1 Incoming Transition: Upon state agency authorization to proceed with services, the contractor shall work with the state agency and any other organizations designated by the state agency to facilitate an orderly transition of services and responsibilities under the contract and to ensure the continuity of those services required by the state agency.

4.7.2 Outgoing Transition: Upon expiration, termination, or cancellation of the contract, the contractor shall work with the state agency and any other organizations designated by the state agency to ensure an orderly and smooth transfer of responsibility and continuity of those services required under the terms of the contract. If requested by the state agency, the contractor shall provide and/or perform any or all of the following responsibilities:

a. The contractor shall deliver, FOB Destination Freight, Prepaid and Allowed, all records, documentation, reports, data, recommendations, or printing elements, etc., which were required to be produced under the terms of the contract to the state agency and/or to the state agency's designee within seven (7) calendar days after receipt of the written request in a format and condition that are acceptable to the state agency.

b. The contractor shall discontinue providing services or accepting new assignments, on the date specified by the state agency, in order to ensure the completion of such service prior to the expiration of the contract.

c. If requested by the state, the contractor shall agree to continue providing any part or all of the services in accordance with the terms and conditions, requirements and specifications of the contract for a…