DHEWD0000000004SL - Senior Grants Consultant for ECMC and Lumina.docx

State of Missouri Department of Higher Education & Workforce Development (MDHEWD)

Invitation for Bid (IFB) for Senior Grants Consultant for ECMC and Lumina Foundation Grants for MDHEWD

BID DUE NO LATER THAN: 7/10/2026 AT 2:00 PM CENTRAL TIME

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

IFB CONTACT INFORMATION:

PROCUREMENT OFFICER: Melissa Sackett

PHONE NO.: (573) 751-9294

EMAIL: melissa.sackett@dhewd.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 Department of Higher Education & Workforce Development Office of Postsecondary Policy 301 W. High Street, Room 840 Jefferson City, MO 65101

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 these exhibits with the bid)

BUSINESS COMPLIANCE EXHIBITS

INTRODUCTION AND BACKGROUND INFORMATION SECTION

Introduction:

Purpose: This document constitutes a request for competitive, sealed bids for the provision of a Senior Grants Consultant to provide management, stakeholder coordination, tracking, and reporting for two adult-learners serving the following grants: ECMC College Reconnect and Lumina Building Brands, as set forth herein for Office of Postsecondary Policy (OPP), Missouri Department of Higher Education and Workforce Development (MDHEWD) (hereinafter referred to as “state agency”).

Minimum Experience Qualifications: There are minimum experience qualifications in the IFB (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:

OPP desires to hire a Senior Grants Consultant to manage two Missouri adult-serving grants from ECMC Foundation and the Lumina Foundation. The Consultant will be the subject matter expert on managing and implementing grant progress and preparing reports for funders. The senior consultant will work cooperatively with funders, institutions, and MDHEWD units to conduct high-level management and implementation, stakeholder communication, and reporting for Missouri.

The ECMC, College Reconnect grant will continue through December 2026, with a final report due January 29th, 2027. This grant is currently focused in four metro regions (St. Louis, Kansas City, Columbia, and Springfield) and is Missouri’s state effort to reengage and reenroll adult learners who started college but left before completing their degrees.

The Lumina Building Brands grant will continue through September 2027. Given that each state contract is limited to 1 year, a renewal may be allowed to continue the work past 1 year from the date of the executed contract so the contractor may complete the full grant project period. For this grant, the contractor will work with a cohort of seven Missouri institutions to assist with the development of both the statewide and institutional projects, including an upgraded state webpage for adult learners and institution-led projects to update branding and digital infrastructure.

IFB Questions:

Procurement officer is Single Point of Contact for Solicitation: Vendors and their agents (including subcontractors, employees, consultants, or anyone else acting on their behalf) must direct all of their questions or comments regarding the 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 https://www.sos.mo.gov/adrules/csr/csr.asp.

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.

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 end date and time of the bid. If not received prior to ten (10) calendar days before the bid end date and time, the department may not be able to fully research and consider the respective questions or issues.

State’s Response to Vendor Questions: Upon the department’s consideration of questions and issues, if the department determines that changes are necessary, the resulting changes will be included in a subsequently issued IFB amendment(s); absence of such response indicates that the questions and issues were considered but deemed unnecessary for a 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).

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.

Amendments:

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 end date and time.

Glossary of Terms and Acronyms:

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

General Glossary, Acronyms, and Abbreviations:

1. 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”, and “State of Missouri” are used interchangeably throughout the document and have the same meaning.

Amendment means a written, official modification to a solicitation or contract Attachment applies to all documents which are included with an IFB to incorporate any informational data or requirements related to the performance requirements and/or specifications.

Bid End Date and Time and similar expressions mean the exact deadline required by the IFB for the receipt of sealed bids.

Procurement officer means the procurement staff member of the department.

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

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

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.

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

MOUs means Memorandum of understanding, which is an agreement between two parties.

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

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.

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

Shall has the same meaning as the word must.

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

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

Supplier has the same meaning as the word, vendor.

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

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

SCOPE OF WORK SECTION

General Requirements:

The contractor shall provide a Senior Grants Consultant to provide management, stakeholder coordination, tracking, and reporting for two adult-learners serving the following grants: ECMC College Reconnect and Lumina Building Brands, for the Department of Higher Education and Workforce Development (MDHEWD) in accordance with the provisions and requirements stated herein and to the sole satisfaction of the state agency.

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

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

Background Checks: Prior to providing services under the contract, the contractor must ensure personnel (including any third-party personnel) pass standard background checks equal to those required by the State of Missouri for employees, and if required by the state to address an audit, the contractor must attest whether all applicable employees passed background checks performed in accordance with the contractor’s standard background check process. The contractor shall be responsible for all costs associated with background checks. The state agency reserves the right to require the contractor to provide evidence of employees and all sub-contractors and their employees passing a background check. Link to MSHP Criminal Record Check website: http://www.mshp.dps.missouri.gov/MSHPWeb/PatrolDivisions/CRID/crimRecChk.html. The standard background check shall be a nationwide fingerprint check through Missouri State Highway Patrol completed at a frequency determined by the state.

Minimum Experience Requirements:

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

a. The contractor must have a minimum of two (2) years of experience providing grants management and implementation services.

b. It is highly desirable that the contractor has experience managing state-level initiatives to support adult learners.

c. It is highly desirable that the contractor has experience working with Missouri colleges and universities.

Personnel Qualifications:

The contractor shall include the following personnel to administer and perform the contract requirements. The personnel roles can be filled by one person or more than one person:

a. Contact Person: The contractor shall designate a contact person who will serve as the contractor’s contact and shall be the liaison between the contractor and the state agency. By no later than five (5) state business days after authorization by the state agency to proceed with services, the contractor shall provide the state agency with the name, address, email address, and telephone number of the contractor’s Contact Person. The contractor shall (1) oversee all personnel being provided, (2) assume responsibility and liability for the consultant services performed per the contract, and (3) serve as the primary point of contact with the state agency.

b. Senior Grants Consultant: The contractor shall provide a Senior Grants Consultant, who must provide grant management services as described herein, which shall include the following:

1. Must have a minimum of two (2) years of experience providing grants management services for adult learner initiatives, higher education grants leadership, or experience working with colleges and universities across the Missouri state system to implement grant-funded initiatives.

2. It is highly desirable the Consultant has the following skills: critical thinking, problem solving, and organizational skills to synthesize information concisely and communicate in a way that is appropriate for different audiences; ability to complete tasks independently; ability to build relationships with internal and external stakeholders; have excellent written and verbal communications skills; ability to prioritize deadlines, ability to use software to complete daily tasks, and ability to travel to attend convenings as associated with grant activities.

The contractor shall understand and agree that the state agency reserves the right to request any of the contractor’s personnel assigned to provide the consulting services be removed without just cause. The contractor shall understand and agree that the state agency will allow the contractor a reasonable time to find a replacement. The state agency shall approve all replacement personnel. The state agency reserves the right to require background checks and non-disclosure agreements (NDS) of selected contractor personnel, at the contractor’s expense.

Technical Requirements/General Requirements:

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

a. The contractor shall understand and agree that such person/personnel must be accepted by the state agency prior to providing services.

The contractor shall provide a Senior Grants Consultant that shall provide grants management, stakeholder coordination, tracking, and reporting.

For the ECMC grant (College Reconnect), the contractor shall conduct budgetary tracking, coordinate community of practice meetings, ensure MOUs with 17 partner institutions are implemented, assist MDHEWD staff in data gathering, coordinate data analysis, and draft final reports.

For the Lumina Building Brands grant, the contractor will assist with the coordination and implementation of MOUs with partner institutions, attend applicable meetings, and work with MDHEWD internal teams and institutions to bring their projects to completion.

The state agency’s office will be available for in-office work from 8 am – 5 pm Monday through Friday, excluding state holidays, https://oa.mo.gov/commissioner/state-holidays. The Consultant will be required to work 20 hours per week. It is highly desirable that the Consultant be available for travel for grant-related events and conferences. Travel shall be covered by grant funders and/or the Office of Postsecondary Policy within MDHEWD through reimbursement.

Reporting Requirements:

Periodic Reports: On a quarterly basis by no later than ten (10) calendar days after the end of the reporting period, the contractor shall provide the state agency with a progress report outlining the following:

a. The specific activities performed/completed during the reporting period.

b. The specific activities completed to date and the completion dates of such activities.

c. The specific activities and projected completion date(s) remaining to be completed.

Final Report: The Consultant shall complete and submit the final report to the state agency by thirty (30) calendar days after the conclusion of the contract.

a. However, by at least sixty (60) calendar days prior to the due date for submission of the final report, the contractor shall submit an electronic copy of a preliminary draft of the final report to the state agency for review and comment.

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 thirty (30) calendar days of receipt of the draft.

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 electronic copy of the final approved report in Microsoft compatible format

c. The contractor should make at least one (1) oral presentation of the final report to persons or organizations as deemed necessary by the grant requirements and the state agency.

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 five 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 conclusion of the litigation or audit. 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.

Electronic Funds Transfer, Invoicing, and Payment Requirements and Travel Expenses:

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

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

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

Missouri Department of Higher Education 301 W. High Street, Ste. 840 Jefferson City, Mo 65101 Attn: Assistant Commissioner for Postsecondary Policy

b. The contractor shall use uniquely identifiable invoice numbers to distinguish an invoice from a previously submitted invoice and shall include on the invoice the remittance address listed in the contractor’s MissouriBUYS (WebProcure/Proactis) vendor registration. The invoice number will be listed on the state’s EFT addendum record to enable the contractor to properly apply state payments to invoices. The contractor must comply with all other invoicing requirements stated in the IFB.

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

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

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

Payment:

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

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

c. The State of Missouri assumes no obligation for equipment, supplies, and/or services shipped or provided in excess of the quantity ordered. Any unauthorized quantity is subject to the state's rejection and shall be returned at the contractor's expense.

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

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

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

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

Travel Expenses: The contractor must have the prior written approval of the state agency for any travel related expenses.

a. The contractor shall invoice and be reimbursed for actual and reasonable travel expenses either at the Contiguous US Per Diem Rates (CONUS) or the travel reimbursement rates set by the contractor’s internal written policy, whichever is lower.

1. The CONUS can be found by clicking on the link for “Per Diem Rates” at the following Internet address: http://www.gsa.gov.

b. The contractor must have the prior written approval of the state agency for any travel related expenses that may exceed the CONUS rates.

c. Other Miscellaneous Travel Expenses – The contractor shall be reimbursed the actual amount of other travel expenses incurred, provided that the state agency approved the possibility for and estimates of such expenses in advance and that the actual expenses incurred are reasonable for the location in which the travel occurred.

d. Travel Expenses Invoicing and Payment – The contractor must itemize all expenses incurred including miles traveled on the invoice submitted to the state agency for reimbursement and must attach original receipts for travel expenses.

1. The contractor shall be reimbursed for such travel expense, after receipt of all required documentation and approval by the state agency of the invoice and documentation.

2. In no event shall the contractor be reimbursed for any travel beyond those included within the guaranteed, not-to-exceed total stated on the Exhibit C, Pricing Pages.

If the state agency denies a request by the contractor for payment, the state agency will provide the contractor with written notice of the reason(s) for denial.

If the contractor is overpaid by the state agency the contractor, upon notification by the state agency, shall provide the state agency (1) with a check payable as instructed by the state agency or (2) deduct the overpayment from the invoice(s) as requested by the state agency.

The total payments to the contractor for all services and expenses shall not exceed the payment pricing stated on the Exhibit C, Pricing Pages.

Other than the payments specified in the contract, no other payments shall be made to the contractor.

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

TERMS AND CONDITIONS SECTION

Applicable Laws and Regulations:

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

Non-Discrimination:

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

Americans with Disabilities Act:

In connection with the furnishing of equipment, supplies, and/or services under the contract, the contractor and all subcontractors shall comply with all applicable requirements and provisions of the Americans with Disabilities Act (ADA), ADA is 42 U.S.C. section 1201, et seq.

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 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.

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

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

Invoicing and Payment:

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

Non-Appropriation of Funds:

The contractor understands and agrees that funds required to fund the contract must be appropriated by the General Assembly of the State of Missouri for each fiscal year included within the contract period. The contract shall not be binding upon the state for any period in which funds have not been appropriated, have been withheld, or have been restricted, and the state shall not be liable for any costs associated with termination caused by lack of appropriations or authority to spend. This includes, but is not limited to, the provisions of the Mo. Const. Article IV, sections 23, 27, 28 and in sections 33.030 and 33.065, RSMo and 1 CSR 10-3.010 (1)(B).

Work Outside the United States:

Unless work outside the United States is prohibited by the IFB, 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.

Protests:

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

Record Access:

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

State Preferences:

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

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

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

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

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

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

GENERAL Contractual REQUIREMENTS SECTION

Contract Definition:

A binding contract shall consist of the following documents:

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

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

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

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

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

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 department’s “notice of award”).

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

Contract Amendment:

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

Contract Period:

The original contract period shall be the date of award through 6/30/27.

Renewal Options: The Division of Purchasing shall have the right, at its sole option, to renew the contract for one (1) additional three-month period, or any portion thereof. In the event the Division of Purchasing exercises such right, all terms and conditions, requirements and specifications of the contract shall remain the same and apply during the renewal period, pursuant to applicable option clauses of this document.

Contract Pricing:

All prices shall be firm, fixed, and as indicated 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.

Renewal Pricing: If the option for renewal is exercised by the state agency, the contractor shall agree that the pricing for the renewal periods shall not exceed the guaranteed-not-to-exceed price for the applicable renewal period stated on the Exhibit C, Pricing Pages.

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

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

Termination for Convenience:

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

Cancellation for Breach of Contract:

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

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

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

Contract Assignment:

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

Contractor Liability:

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

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

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

c. Under no circumstances shall the contractor be liable for any of the following: (1) third party claims against the state for losses or damages (other than those listed above); (2) loss of, or damage to, the state’s records or data; or (3) economic consequential damages (including lost profits or savings) or incidental damages, even if the contractor is informed of their possibility.

Insurance:

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

Single Point of Contact and Responsibility:

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

Contractor Status:

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

Subcontractors:

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

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

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

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

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

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

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

Participation by Other Organizations:

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

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

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

c. If a participating entity fails to retain the required certification or is unable to satisfactorily perform, the contractor must obtain other organizations for the blind/sheltered workshops or other SDVEs to fulfill the participation requirements committed to in the contractor’s awarded response.

1. The contractor must obtain the written approval of the department for any new entities. This approval shall not be arbitrarily withheld.

2. If the contractor cannot obtain a replacement entity, the contractor must submit documentation to the department detailing all efforts made to secure a replacement. The department shall have sole discretion in determining if the actions taken by the contractor constitute a good faith effort to secure the required participation and whether the contract will be amended to change the contractor’s participation commitment.

d. No later than 30 calendar days after the contract’s expiration date, the contractor must submit an affidavit to the department.