_IFB_electronic doc storage_final.pdf

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State of Missouri Department of Public Safety (DPS)

Missouri Veterans Commission (MVC)

Invitation for Bid (IFB) for electronic document storage, licensing and premium support for DPS/MVC

SOLICITATION NO.: OA ITSD 0000000012SL

ISSUE DATE: 12/10/25

CONTRACT PERIOD: ONE YEAR FROM AWARD

BID DUE NO LATER THAN: 12/24/2025 AT 1:00 PM CENTRAL TIME

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

IFB CONTACT INFORMATION:

PROCUREMENT OFFICER: Kelly Copeland

PHONE NO.: (573) 751-1802

EMAIL: Kelly.copeland@oa.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 Public Safety

Missouri Veterans Commission 205 Jefferson Street, 12th floor

Jefferson City, MO 65102 https://missouribuys.mo.gov/ mailto:Kelly.copeland@oa.mo.gov

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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.

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IFB Organization:

IF

B

S ec tio ns

Section 1 Introduction and Background Information Section Section 2 Scope of Work Section Section 3 Terms and Conditions Section Section 4 General Contractual Requirements Section Section 5 Vendor Submission, Evaluation, and Award Information Section

IF

B

V en do r R es po ns e

Ex hi bi ts

(R et ur n th es e ex hi bi ts w ith th e bi d)

Exhibit A Bid Signature Page Exhibit B Bid Submittal Checklist Exhibit C Pricing Page Exhibit D Technical Bid – Experience of Organization and Past Performance Exhibit E Technical Bid – Personnel Qualifications Exhibit F Technical Bid – Methodology, Approach, Work Plan, and Technical

Capabilities Exhibit G Participation Commitment Exhibit H Documentation of Intent to Participate

BUSINESS COMPLIANCE EXHIBITS

Exhibit I State of Missouri Tax Compliance Exhibit J Registration of Business Name with the Missouri Secretary of State Exhibit K Business Entity Certification, Enrollment Documentation, and

Affidavit of Work Authorization Exhibit L Anti-Discrimination Against Israel Act Certification Exhibit M Services Outside the United States Exhibit N Employee/Conflict of Interest

Attachments are separate (Do not return with response)

Attachment A Business Associate Agreement

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

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1. INTRODUCTION AND BACKGROUND INFORMATION SECTION

1.1 Introduction:

1.1.1 Purpose: This document constitutes a request for competitive, sealed bids for the provision of an electronic document storage that includes licensing and premium support services as set forth herein for the Department of Public Safety, Missouri Veterans Commission (hereinafter referred to as “state agency” or

MVC).

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 MVC currently uses an electronic document storage system for its document storage. MVC uses this system to ensure consistent organization of digital document storage and ease of retrieval. The system allows MVC to automate a new file set up, reducing time-consuming and manual file creation that often did not include all required sub-folders. The automation reduces compliance issues associated with personnel files.

1.3 IFB Questions:

1.3.1 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 http://www.sos.mo.gov/adrules/csr/csr.asp.

1.3.2 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.

1.3.3 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 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.

1.3.4 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 a IFB amendment. All vendors will be advised of any change to the IFB’s http://www.sos.mo.gov/adrules/csr/csr.asp

OA-ITSD-0000000012SL Page 5 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).

1.3.5 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.

1.4 Amendments:

1.4.1 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 end date and time.

1.5 Glossary of Terms and Acronyms:

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

1.5.2 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 End 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 end 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 end 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.

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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 Accuracy of Background Information:

1.6.1 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****

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2. SCOPE OF WORK SECTION

2.1 General Requirements:

2.1.1 The contractor shall provide electronic document storage that includes licenses and premium support for the Department of Public Safety, Missouri Veterans Commission, in accordance with the provisions and requirements stated herein and to the sole satisfaction of the state agency.

If the contractor proposes a cloud solution, the contractor must ensure that the solution aligns with the State’s approved cloud security and compliance standards where applicable, and must provide sufficient documentation, attestations, and transparency to demonstrate compliance in vendor-hosted environments.

2.1.2 The contractor shall securely migrate all existing data into a mutually-agreed-upon format.

2.1.3 The contractor shall either provide the services directly or shall provide 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.

2.2 Minimum Experience Requirements:

2.2.1 The contractor’s product & services must meet or exceed the following minimum experience requirements at the time of bid submission and for the duration of the contract:

a. Contractor must have experience with State of Missouri file management and retention.

b. Contractor must have experience in migrating data from another platform.

c. The contractor must provide training of product and/or system, plus telephonic technical support Monday – Friday between the hours of 8:00 a.m. and 5 p.m. for the Central Time Zone.

2.3 Personnel Qualifications:

2.3.1 The contractor shall include the following personnel to administer and perform the contract requirements:

2.3.2 The contractor must designate a contact person who shall serve as a designated project manager 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’s contact person must (1) oversee all services being provided, (2) assume responsibility and liability for services performed per the contract, and (3) serve as the primary point of contact with the state agency.

2.4 Technical and Compliance Requirements – Scoring Element 1:

2.4.1 The system must allow electronic storage for a wide variety of documents such as PDF, JPEG, PNG, etc.

2.4.2 The system must not require specialized hardware for document scanning or any other functionality.

2.4.3 The system must allow text searches through all documents, including documents previously scanned into the existing system which includes PDF and JPG images.

2.4.4 The system must have retention management capabilities, including rules for how long specific information must be kept and how it should be disposed of.

2.4.5 The system must allow for automated folder templates to create consistent hierarchies.

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2.4.6 The system must allow for at least 34 user licenses with various license types.

2.4.7 The system must have robust features to ensure compliance with privacy laws and regulations (e.g.

HIPAA).

2.4.8 The system must include access control with role-based permissions, allowing only authorized personnel to view, edit, or delete specific documents.

2.4.9 The system must maintain detailed audit trails, logging all document activity, including who accessed a file and when.

2.4.10 The system must ensure that the vendor and its personnel, at all times and under all circumstances, cannot access or view the plaintext content of any files belonging to the agency.

2.4.11 The system must provide a comprehensive, immutable audit trail of all access events related to agency data.

This trail must be accessible to the agency for verification and auditing purposes.

2.4.12 The entire system must be scalable to handle increased data volumes and users to support business growth and changes to business needs without performance degradation.

2.5 Document Recovery Requirements - Scoring Element 2:

2.5.1 The system must provide a “Recycle Bin” feature for managing deleted items, ensuring they are not immediately and permanently removed.

2.5.2 The system must have "backup" and "recover" functionality.

2.5.3 When a user deletes an item (e.g., file, record, entry), the system must not permanently remove it. Instead, the item will be moved to a designated “Recycle Bin”.

2.5.4 All metadata associated with the recycled item (e.g., original location, recycle timestamp, user who recycled

it) must be retained to facilitate restoration.

2.5.5 A user must be able to view all items they have personally recycled in their individual Recycle Bin

2.5.6 System administrators shall have the ability to manage all recycled items across the entire system

2.5.7 The system functionality must include the ability for users to restore items.

2.5.8 Restoration of Items:

a. From the Recycle Bin, a user shall be able to select and restore one or more recycled items.

b. Restoring an item shall return it to its original location, or to a location chosen by the user if the original path is no longer available.

c. Upon restoration, the item shall be marked as “active” and removed from the Recycle Bin view

2.5.9 Permanent Deletion Options:

General users shall not have the option to permanently delete individual items directly from their Recycle Bin. Administrative users may permanently delete items.

2.6 Data Transition and Training Requirements _Scoring Element 3

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2.6.1 The contractor will provide a secure conversion of 100% of all existing files in MVC existing Document

Storage system (estimated to be approximately 300GB).

2.6.2 The contractor will produce a plan that includes file format analysis, an indexing scheme, a custom workflow for the document conversion process, validation and a quality assurance plan, and will describe how MVC’s documents will migrate securely.

2.6.3 The contractor will organize converted files and sub-files to match their current structure.

2.6.4 The contractor will install, configure, and provide initial training for up to 34 team members and ongoing support for the hosted software service.

2.6.5 The contractor shall minimize the need for MVC staff to be assigned to the data configuration, conversion, and testing processes.

2.7 Performance/Product Requirements:

2.7.1 Estimated Quantities: The quantities indicated in this IFB are estimates that pertain to the total aggregate quantities that may be ordered throughout the stated contract period. The estimates do not indicate single order amounts unless otherwise stated. Unless otherwise specified herein, the State of Missouri makes no guarantees about single order quantities or total aggregate order quantities.

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

a. In the event an item becomes unavailable, the contractor shall provide a suitable substitute item. The contractor’s failure to provide an acceptable substitute may result in cancellation or termination of the contract.

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

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

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

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

2.7.4 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 http://www.mshp.dps.missouri.gov/MSHPWeb/PatrolDivisions/CRID/crimRecChk.html

OA-ITSD-0000000012SL Page 10 standard background check shall be a nationwide fingerprint check through Missouri State Highway Patrol completed at a frequency determined by the state.

2.8 Maintenance/Support Requirements:

2.8.1 The Contractor must account for high availability (24x7x365), ensuring continuous access to the application except during scheduled maintenance windows provided in advance.

2.8.2 Contractor must provide regular system maintenance and updates and be available to assist DPS/MVC as needed when system issues arise.

2.8.2 Contract must be available after implementation to assist with any challenges or barriers. The vendor shall describe the assistance that is available after implementation.

2.8.3 Contractor must provide telephonic support between 8:00 a.m. and 5:00 p.m., Monday through Friday for

Central Time Zone.

2.9 State Data:

2.9.1 State Data Location: All data associated with the solution/service shall only be hosted, stored, and accessed within the United States.

a. Ownership: The state’s electronic data or information submitted by the state or its authorized users with authorized access to the solution/service shall be considered “State Data” for ownership purposes of the contract, as the state serves as either the owner or curator of the data submitted in the solution/service. “State Data” shall include: (a) the state’s data collected, used, processed, stored, or generated as the result of the Services; (b) personally identifiable information (“PII”) collected, used, processed, stored, or generated as the result of the services, including, without limitation, any information that identifies an individual, such as an individual’s social security number or other government-issued identification number, date of birth, address, telephone number, biometric data, mother’s maiden name, email address, credit card information, or an individual’s name in combination with any other of the elements listed herein; and (c) protected health information (“PHI”) as that term is defined under the Privacy Rule, 45 Code of Federal Regulations (CFR) §160.103. State data is and shall remain the sole and exclusive property of the state and all right, title, and interest in the same is reserved by the state.

b. “State Data” stored in the software and services being provided as a result of the contract shall also be known and treated by the contractor as confidential information in accordance with the contract, applicable contractor’s documentation, and applicable law.

2.9.2 Contractor Use of State Data: The contractor shall: (a) keep and maintain state data in strict confidence, using such degree of care as is appropriate and consistent with its obligations as further described in the contract and applicable law to avoid unauthorized access, use, disclosure, or loss; (b) use and disclose state data solely and exclusively for the purpose of providing the services, such use and disclosure being in accordance with the contract, any applicable Statement of Work, and applicable law; (c) not use, sell, rent, transfer, distribute, or otherwise disclose or make available state data for contractor’s own purposes or for the benefit of anyone other than the state without the state’s prior written consent; and, (d) not provide state data to any third party without the express written permission of the state. “…for the purpose of providing the services” as referenced above includes the right of the contractor to use state data to prevent or address service or technical problems, and verify service improvements, in accordance with the contract and the solution’s documentation, or in accordance with the state’s instructions.

2.9.3 Incremental Extraction of State Data: The contractor shall provide the state with the ability to conduct an incremental extraction of the state’s data (e.g. new and changed data) from the solution on a nightly basis

OA-ITSD-0000000012SL Page 11 to update the data available in the State Data Warehouse. The incremental extraction of state data must be available without additional charges, conditions, or contingencies regarding the state’s right to extract the data beyond the terms outlined in the contractor’s cloud services agreement, and in the format mutually agreed to by the parties. The incremental data extractions will allow the state to maintain an updated copy of the state’s data for the duration of the contract.

2.9.4 End of Contract Extraction of State Data: At the end of the contract, the state shall have the right to extract its data from the solution for an additional sixty (60) calendar days from the date of contract expiration.

The end of contract extraction of state data must be at no additional cost, conditions, or contingencies regarding the state’s right to extract the data notwithstanding the terms outlined in the contractor’s services agreement, and in the format that was mutually agreed to by the parties. If a term greater than 60 calendar days is required by the state to complete the state data extraction, the contractor agrees to work with the state to define the additional term and fees for the additional time.

2.9.5 Extraction of State Data Process Validation: The contractor must allow the state to perform routine validation of the extraction of the state’s data. The routine validation occurs to ensure the state's data will accurately transfer as prescribed to the state's designated extraction location and accommodates the volume of data transferred. The contractor shall assist the state by providing documentation and tools to allow the state to accurately process the extractions of the state’s data for the state’s continued use.

2.9.6 Backup and Recovery of State Data: Unless otherwise described in the contract, as a part of the services, the contractor shall maintain a daily backup of state data and perform an orderly and timely recovery of such data in the event that the production services may be interrupted in accordance with the disaster recovery and business continuity plans. Contractor shall provide a Recovery Point Objective of 24 hours and Recovery Time Objective of 48 hours.

2.9.7 Return of State-owned Data: The contractor shall return state-owned data to the State of Missouri in a format mutually agreed to by the state and contractor and with a key or crosswalk to the information, where applicable, at no additional cost to the state. The state shall have the right to test the data extract provided by the contractor at a frequency determined by the state.

2.9.8 Software Piracy Prohibition: No state or other public funds payable under the contract shall be used for the acquisition, operation, or maintenance of computer software in violation of United States copyright laws or applicable licensing restrictions. The contractor hereby warrants and certifies that the contractor has in place appropriate systems and controls to prevent such improper use of public funds. Under no circumstances in the course of providing products, services, or any other performance of the contractor’s duties/obligations to the state shall the contractor directly or indirectly utilize tools, equipment, and/or software programs that are in violation of third parties’ legal copyrights. If the state determines that the contractor is in violation of this paragraph, the state may exercise any remedy available at law including without limitation immediate termination of the contract and any remedy consistent with United States copyright laws.

2.9.9 (Prohibition on Processing) – The vendor is explicitly prohibited from processing, retaining, using, or disclosing agency data for any purpose other than providing the specified service.

The system must enforce this prohibition to protect against security risks and unauthorized access, legal liability, compliance violations and possible data integrity issues.

2.10 Other Reporting Requirements:

2.10.1 Contractor shall report any security incident, such as a breach of data during conversion in accordance with the Business Associate Agreement provisions.

2.10.2 The Contractor must ensure the State is notified immediately upon activation of any part of the Contractor’s disaster recovery processes that may impact State data or service availability. Notifications must be

OA-ITSD-0000000012SL Page 12 delivered by email to the MVC primary and secondary points of contact established during implementation and the MVC privacy officer.

2.10.3 Upon successful award, the contractor will provide disaster recovery documentation to ensure the state can assess continuity, recovery timelines, and risk posture.

2.11 Electronic Funds Transfer, Invoicing, and Payment Requirements:

2.11.1 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.

2.11.2 Invoicing: OA/ITSD will pay invoice. The contractor shall submit an invoice at the beginning of the service agreement to OA/Accounts Payable.

a. The contractor shall invoice OA/ITSD 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:

ITSD Accounts Payable PO Box 809 Jefferson City, MO 65102-0809 Phone (573) 522-1442 ITSDITCOAccountsPayable@oa.mo.gov

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.

c. 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.

d. 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.

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

2.11.3 Payment:

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

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

mailto:ITSDITCOAccountsPayable@oa.mo.gov

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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.

d. The state will not pay for a software component until the initiation of the implementation of that software component.

2.11.4 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.

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

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3. TERMS AND CONDITIONS SECTION

3.1 Applicable Laws and Regulations:

3.1.1 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.

3.2 Non-Discrimination and Affirmative Action:

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

3.3 Americans with Disabilities Act:

3.3.1 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.

3.4 Anti-Discrimination Against Israel Act Contractor Requirements:

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

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

3.5 Authorized Personnel/E-Verify:

3.5.1 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.

3.5.2 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.

3.5.3 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

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

https://purch.oa.mo.gov/vendor-information/affidavit-work-authorization-annual-renewal https://purch.oa.mo.gov/vendor-information/affidavit-work-authorization-annual-renewal

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3.6 Business Associate Agreement:

3.6.1 Some of the state agencies and the contractor are both subject to and must comply with provisions of the

Health Insurance Portability and Accountability Act of 1996 (HIPAA), as amended by the Health Information Technology for Economic and Clinical Health Act (HITECH) (PL-111-5) and all regulations promulgated pursuant to authority granted therein. The contractor shall abide by a Business Associate Agreement. The state’s current Business Associate Agreement is contained in Attachment 1

3.7 Business Registration:

3.7.1 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.

3.8 Data Breach:

3.8.1 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.

3.9 Elected or Appointed Officials and Employees:

3.9.1 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.

3.10 Indemnification:

3.10.1 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.

3.11 Legal Proceedings:

3.11.1 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.

3.11.2 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.

3.11.3 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.

3.12 Invoicing and Payment:

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3.12.1 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.

3.13 Non-Appropriation of Funds:

3.13.1 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).

3.14 Work Outside the United States:

3.14.1 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.

3.15 Open Records:

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

3.16 Protests:

3.16.1 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.

3.17 Record Access:

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

3.18 Taxes:

3.18.1 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*****

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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 products/software and 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 products/software and services for the State of Missouri, the contractor must receive a properly authorized purchase order or other form of written authorization to proceed from the state, such as an order form, (in addition to the department’s “notice of award”).

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 2 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.

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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 forty-five (45) 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.

4.6 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 Contract Assignment:

4.7.1 Any contract assignment, except as noted below, shall require prior written consent by the…