MONG0000000006SL.pdf

MONG0000000006SL

State of Missouri

NATIONAL GUARD

Invitation for Bid (IFB) for: MFH Commemorative Coins

SOLICITATION NO.: MONG0000000006SL

ISSUE DATE: 12/16/2025

CONTRACT PERIOD: Date of Award through One Year

BID DUE NO LATER THAN: 1/7/2026 AT 2:00 PM CENTRAL TIME

Response should be submitted electronically via email to Lydia.Gillespie@mong.mo.gov.

IFB CONTACT:

PROCUREMENT OFFICER: Lydia Gillespie

PHONE NO.: (573) 638-9500 x37740 EMAIL: Lydia.Gillespie@mong.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 National Guard ATTN: Military Funeral Honors

2302 Militia Drive, 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

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

EXHIBITS

**Vendor must RETURN these** Exhibit A Bid Signature Page Exhibit B Bid Submittal Checklist Exhibit C Pricing Page Exhibit D Domestic Products Procurement Act (Buy American) Preference Exhibit E Participation Commitment (SDVE only) Exhibit F Documentation of Intent to Participate Exhibit G State of Missouri Tax Compliance Exhibit H Registration of Business Name with the Missouri Secretary of State Exhibit I Business Entity Certification, Enrollment Documentation, and Affidavit of Work Authorization (E-Verify) Exhibit J Services Outside the United States Exhibit K Employee/Conflict of Interest Exhibit L Federal Funding Unique Identity ID

ATTACHMENTS

**Vendor DOES NOT return these** Attachment 1 Federal Funds Requirements Attachment 2 MFH Commemorative Coin Sample

Attachments (Separate Documents): The vendor is advised that separate documents to this document referenced above provide additional requirements, information, and/or instruction. If not found within this document, the vendor should contact the procurement officer of record, as indicated on the front page of this document, to obtain a copy of the attachments prior to submitting a bid. It shall be the sole responsibility of the vendor to request the separate documents. The vendor shall not be relieved of any responsibility for performance under the contract due to the failure of the vendor to obtain a copy of the separate documents.

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 commemorative coins as set forth herein for Missouri National Guard (hereinafter referred to as “state agency”).

1.1.2 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 These coins are presented to the next of kin at military funeral services as a token of appreciation of their military service.

1.1 State Expenditures:

1.1.1 The Missouri Accountability Portal (MAP) located on the Internet at:

http://mapyourtaxes.mo.gov/MAP/Expenditures/ provides financial data related to the purchase of the services under the contract. Be sure to read the information provided in the site information and disclaimer links: https://mapyourtaxes.mo.gov/MAP/Help/MapExpendituresHelp.htm and https://mapyourtaxes.mo.gov/MAP/Help/MapExpendituresHelp.htm#disclaimer. Then search by the contract numbers shown above when searching for the financial information.

1.2 IFB Questions:

1.4.1 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.

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

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

1.4.3 Vendor Question Deadline: Every attempt shall be made to ensure that the vendor receives an adequate and prompt response. However, in order to maintain a fair and equitable procurement process, all vendors will be advised, via the issuance of an amendment to the IFB, of any relevant or pertinent information related to the procurement. All questions and issues should be submitted no later than seven (7) calendar days prior to the bid end date and time of the bid. If not received prior to seven (7) calendar days before the bid end date and time, the state agency may not be able to fully research and consider the respective questions or issues.

1.4.4 State’s Response to Vendor Questions: Upon the state agency’s consideration of questions and issues, if the state agency 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).

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

1.3 Amendments:

1.5.1 If the state agency 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.

1.4 Glossary of Terms and Acronyms:

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

1.6.2 General Glossary, Acronyms, and Abbreviations:

a. “Agency” and/or “State Agency” means the statutory unit of state government in the State of Missouri for which the equipment, supplies, and/or services are being purchased by the department. The agency is also responsible for payment, unless otherwise specified herein. Note: These terms 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 state agency.

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 state agency 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.

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 state agency.

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” and/or “State of Missouri” collectively referring to the state government and/or the agencies and departments thereof. Note: These terms are used interchangeably throughout the document and have the same meaning.

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.

1.5 Accuracy of Background Information:

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

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

2. SCOPE OF WORK SECTION

2.1 General Requirements:

2.1.1 The contractor shall provide commemorative coins for the Missouri National Guard in accordance with the provisions and requirements stated herein and to the sole satisfaction of the state agency.

2.1.2 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.

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

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 state agency 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 state agency 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.

2.1.4 Replacement of Damaged or Defective Product: In the event any delivered product is determined to be damaged, defective, or non-conforming to specifications outlined herein, in the State Agency’s sole determination, then the Contractor is solely obligated to promptly repair or replace the product at the Contractor’s own cost, which includes covering all expenses related to materials, labor, and the shipping and delivery of the returned product and the shipping and delivery of the final repaired or replacement product to the state agency.

2.1.5 Unless otherwise specified herein, the contractor shall furnish all material, labor, facilities, equipment, and supplies necessary to perform the services required herein.

2.2 Contractor Performance:

2.2.1 The contractor shall provide commemorative coins for the state agency in accordance with the specifications and samples provided herein.

2.2.2 The contractor must submit a proof of the commemorative coin design to the state agency for prior approval of production.

2.2.3 Upon the state agency’s written approval of the proof coin design, the contractor shall begin production within fourteen (14) business days of notice of approval unless otherwise approved in writing by the state agency per the contractor’s request.

2.2.4 The contractor should ship the commemorative coins within the delivery date range indicated/specified on the pricing after request from the state agency via purchase order. The commemorative coins must be shipped to the address specified by the state agency’s purchase order.

2.2 Product Requirements:

2.2.1 The commemorative coin must be 1.75 inches in diameter and 0.125 inches thick.

2.2.2 The contractor shall use the sample coin provided on Attachment 2 as a tool for design and image specifications of the coin.

2.2.3 The first side of the coin must have the Missouri State Seal centered and the words, “THE GREAT SEAL OF THE STATE OF MISSOURI” around the inner-outer part of the seal. The State seal should be colored with white, black, red (Pantone 186 C), blue (Pantone 287 C), and brown (Pantone 7603 C). The top outer most edge of the coin must have the words “MISSOURI

MILITARY FUNERAL HONORS PROGRAM”. The bottom outer most edge of the coin must have the words “ON BEHALF OF A GRATEFUL NATION”. See the image labeled ‘Front’ on Attachment 2.

2.2.4 The second side of the coin must have the words, “IN APPRECIATION FOR THE

HONORABLE AND FAITHFUL SERVICE” above the image and the words, “RENDERED BY YOUR LOVED ONE” below the image and be colored with white, black, blue (Pantone 287 C), and a medium peach flesh-tone (Pantone 713 C). The wording must be in black over a gold background. See the image labeled ‘Back’ on Attachment 2.

2.2.5 The coin must be in polished gold metal (raised areas) and high contrast gold metal (recessed areas), with all fonts (not including the state seal font) in Acumin Pro (Semi Condensed).

2.2.6 Each coin should be packaged in a flexible, clear, square PVC envelope-style case.

2.2.7 Quantity 12,000.

2.2.8 All work shall be performed in accordance with current industry standards and best practices applicable to the type of work being performed.

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

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 state agency.

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 Authorized Personnel/E-Verify:

3.4.1 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.

3.4.2 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.

3.4.3 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.

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

3.5 Business Registration:

3.5.1 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.

3.6 Data Breach:

3.6.1 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.

3.7 Elected or Appointed Officials and Employees:

3.7.1 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.

3.8 Indemnification:

3.8.1 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.

3.9 Legal Proceedings:

3.9.1 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.

3.9.2 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.

3.9.3 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.

3.10 Federal Funds Requirements:

3.10.1 The contractor shall understand and agree that the contract may involve the use of federal funds. The contractor shall comply with applicable Federal Funds Requirements, as amended by the federal government, which may include some or all of the paragraphs contained in Attachment 1 or other requirements identified by the federal government.

3.11 Invoicing and Payment:

3.11.1 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.

3.11.2 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.

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

3.11.4 The State of Missouri assumes no obligation for supplies 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.

3.11.5 The contractor may obtain detailed information for payments issued for the past twenty-four (24) months from the State of Missouri’s central accounting system (SAM II) on the Vendor Services Portal at https://www.vendorservices.mo.gov/vendorservices/Portal/Default.aspx.

3.11.6 Inspection and Acceptance Specifications: For purposes of acceptance, no supplies 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.

3.11.7 All supplies 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 supplies 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.

3.11.8 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.

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

3.12 Non-Appropriation of Funds:

3.12.1 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).

3.13 Work Outside the United States:

3.13.1 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.

3.14 Open Records:

3.14.1 The state agency and/or State of Missouri shall make determinations regarding the public disclosure of records in accordance with its interpretation of the Missouri Sunshine Law, including any applicable exceptions under Section 610.021, RSMo. The submission of proprietary or sensitive/confidential markings by the contractor does not guarantee that the record will be withheld from public disclosure.

3.15 Record Access:

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

3.16 State Preferences:

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

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

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

c. Section 34.350 to 34.359 RSMo for the Missouri Domestic Products Procurement Act.

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

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

4. GENERAL CONTRACTUAL REQUIREMENTS SECTION

4.1 Contract Definition:

4.1.1 A binding contract shall consist of the following documents:

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

b. the most current version of the contractor’s response, state-requested clarification responses, and contract amendment responses; and

c. the State agency’s acceptance of the response (bid) by “purchase order”.

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 specified in the contract, at the prices quoted therein.

4.1.6 Before providing products 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.

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

4.2 Contract Amendment:

4.2.1 All changes to the contract must be accomplished by a formal contract amendment executed by both the contractor and the state agency 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 state agency shall have the right, at its sole option, to renew the contract for two additional one-year period(s), or any portion thereof. In the event the state agency exercises such right, all terms and conditions, requirements and specifications of the contract shall remain the same and apply during the renewal period, pursuant to applicable option clauses of this document.

4.4 Contract Pricing:

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

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

4.6 Cancellation for Breach of Contract:

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

4.6.3 If the state agency cancels the contract for breach, the state agency 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 state agency 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 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 state agency 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.

4.8 Contractor Liability:

4.8.1 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); or (2) economic consequential damages (including lost profits or savings) or incidental damages, even if the contractor is informed of their possibility.

4.9 Insurance:

4.9.1 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.

4.9.2 In the event any insurance coverage is cancelled, the state agency must be notified at least thirty (30) calendar days prior to such cancellation.

4.10 Single Point of Contact and Responsibility:

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

4.11 Contractor Status:

4.11.1 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.

4.12 Subcontractors:

4.12.1 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.

4.12.2 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.

4.12.3 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.

4.12.4 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.

4.12.4 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.

4.13 Participation by Other Organizations:

4.13.1 The contractor must comply with any 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 state agency a report detailing all payments made by the contractor to SDVEs participating in the contract for the reporting period. The contractor must submit the report on a monthly basis, unless otherwise determined by the state agency.

b. The state agency will monitor the contractor’s compliance in meeting the 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 state agency 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 SDVEs to fulfill the participation requirements committed to in the contractor’s awarded response.

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

1) If the contractor cannot obtain a replacement entity, the contractor must submit documentation to the state agency detailing all efforts made to secure a replacement. The state agency 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 thirty (30) calendar days after the effective date of the first renewal period the contractor must submit an affidavit to the state agency. The affidavit must be signed by the director or manager of the participating SDVEs verifying provision of products and/or services and compliance of all contractor payments made to the SDVEs. The contractor may use the affidavit available on the Division of Purchasing’s website at https://purch.oa.mo.gov/vendor-information or another affidavit providing the same information.

4.14 Substitution of Personnel:

4.14.1 The contractor agrees and understands that the State of Missouri's agreement to the contract is predicated in part on the utilization of the specific key individual(s) and/or personnel qualifications identified in the solicitation. Therefore, the contractor agrees and understands that any substitution of the specific key individual(s) and/or personnel qualifications identified in the bid must be with individual(s) of equal or better qualifications than originally proposed.

4.15 Coordination:

4.15.1 The contractor shall fully coordinate all contract activities with those activities of the state agency. As the work of the contractor progresses, advice and information on matters covered by the contract shall be made available by the contractor to the state agency throughout the effective period of the contract.

4.16 Property of State:

4.16.1 All documents, data, reports, supplies, equipment, and accomplishments prepared, furnished, or completed by the contractor pursuant to the terms of the contract shall become the property of the State of Missouri. Upon expiration, termination, or cancellation of the contract, said items shall become the property of the State of Missouri.

4.16.2 The contractor shall further agree that no reports, documentation, or material prepared, including the program(s) developed as required by the contract, shall be used or marketed by the contractor or released to the public without the prior written consent of the state agency.

4.17 Inventions, Patents, and Copyrights:

4.17.1 If any copyrighted material is developed as a result of the contract, the state agency shall have a royalty-free, nonexclusive and irrevocable right to publish or use, and to authorize others to use, the work for state agency purposes or the purpose of the State of Missouri.

4.18 Confidentiality and Security Documents:

4.18.1 Neither party shall disclose or use any confidential information of the other party, except as reasonably necessary to perform its obligations or to exercise its rights pursuant to the contract or with the other party's prior written permission.

4.18.2 If required by the state, the contractor must sign specific documents regarding confidentiality, security, or other similar documents that align with the confidentiality and security terms in the contract upon request, concerning the services provided for in the contract, and are consistent with the terms of the contract. The contractor shall have the opportunity to review, discuss, and approve the documents the contractor must sign prior to signature. The contractor shall ensure that its personnel, its subcontractors, and its subcontractors’ personnel adhere to the confidentiality and security required by the contract. Failure of the contractor to sign such documents absent a good faith basis may be considered a breach of contract and subject to the cancellation provisions of this document.

4.19 Force Majeure:

4.19.1 Neither the state nor the contractor shall be liable to the other for any failure or delay of performance of any obligations hereunder when such failure or delay shall have been wholly or principally caused by acts or events beyond the state’s or contractor’s reasonable control.

Both parties shall make all reasonable efforts to remove or eliminate such a cause of delay or default. Any party must give written notice of any Force Majeure event to the other party within a reasonable time period after its occurrence in order to receive the liability protections of this paragraph.

4.20 Actions, Suits, or Proceedings:

4.20.1 The contractor must notify the State of Missouri immediately if the contractor becomes aware of any action, suit, or proceeding, pending or threatened that will have a material adverse effect on contractor’s ability to fulfill the obligations under the contract. The contractor’s public filings with the United States Securities and Exchange Commission (SEC) shall meet the notice requirement set forth herein.

4.20.2 Upon filing for any bankruptcy or insolvency proceeding by or against the contractor, whether voluntary or involuntary, or upon the appointment of a receiver, trustee, or assignee for the benefit of creditors, the contractor must notify the state agency immediately.

4.21 Warranties and Representations:

4.21.1 The contractor expressly warrants that all equipment, supplies, and/or services provided shall:

a. conform to each and every specification, drawing, sample or other description which was furnished to or adopted by the state agency,

b. be fit and sufficient for the purpose expressed in the IFB,

c. for any goods provided, be merchantable,

d. be of good materials and workmanship, and

e. be reasonably free from defect.

4.21.2 Such warranty shall survive delivery and shall not be deemed waived either by reason of the state's acceptance of or payment for said equipment, supplies, and/or services.

4.22 Conflict of Interest:

4.22.1 The contractor agrees that during the term of the contract neither the contractor nor any of its employees or subcontractors shall acquire any other contractual relationships which create any actual or perceived conflict of interest.

4.23 Remedies and Rights:

4.23.1 No provision in the contract shall be construed, expressly or implied, as a waiver by the State of Missouri of any existing or future contractual right and/or contractual remedy available by law in the event of any claim by the State of Missouri of the contractor's default or breach of contract.

4.23.2 The contractor understands and agrees that the contract shall constitute an assignment by the contractor to the State of Missouri of all rights, title and interest in and to all causes of action that the contractor may have under the antitrust laws of the United States or the State of Missouri for which causes of action have accrued or will accrue as the result of or in relation to the particular equipment, supplies, and/or services purchased or procured by the contractor in the fulfillment of the contract with the State of Missouri.

4.23.3 The contractor understands and agrees that the state reserves the right to consider the contractor’s failure to perform requirements and commitments specified in the contract in future procurement evaluations.

4.24 Communications and Notices:

4.24.1 Any notice to the contractor shall be deemed sufficient when deposited in the United States mail postage prepaid, transmitted by facsimile, transmitted by e-mail, or hand-carried and presented to an authorized employee of the contractor.

4.25 Survivability of Terms:

4.25.1 The contractual provisions as to definitions, indemnity, warranties, confidentiality, ownership, transition, data, security, examination and auditing, third party use, licenses, liability, insurance, governing law, venue, remedy, and assignment shall survive any payment for goods and services, expiration, termination or cancellation of the contract, and shall continue in full force and effect.

4.26 Contractor Title To Equipment:

4.26.1 Title to any equipment required by the contract shall be held by and vested in the contractor.

The State of Missouri shall not be liable in the event of loss, incident, destruction, theft, damage, etc., for the equipment including, but not limited to, devices, wires, software, technical literature, etc. It shall be the contractor’s sole responsibility to obtain insurance coverage for such loss in an amount that the contractor deems appropriate.

****END OF GENERAL CONTRACTUAL REQUIREMENTS SECTION****

5. VENDOR SUBMISSION, EVALUATION, AND AWARD INFORMATION SECTION

5.1 Bid Submission Overview:

5.1.1 Vendors must examine the entire IFB carefully.