OA ITSAD 0000000016SL.doc

OA ITSD 0000000016SL

State of Missouri Information Technology Services Division (ITSD)

Single Feasible Source (SFS) for WebEOC Application and Services

823 Broad Street

Atlanta, GA 30303

REQUESTED RESPONSE DATE: 02/10/2026

Response may be submitted by e-mail to the procurement officer of record.

SFS CONTACT INFORMATION:

PROCUREMENT OFFICER: Tiffanie Meyer

PHONE NO.: (573) 522-2032

EMAIL: Tiffanie.Meyer@oa.mo.gov

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

Missouri Department of Public Safety Truman Building, Rm. 870 Jefferson City, MO 65102 Vendor’s Organization Name:

Point of Contact:

Phone Number:

Email Address:

Mailing Address:

City/State/Zip:

☐ Partnership ☐ Sole Proprietor ☐IRS Tax-Exempt

MM/DD/YYYY

I am authorized to submit a response to the State of Missouri in response to the SFS on behalf of my organization, to provide the products and/or services at the prices submitted. The information provided as my organization’s response is true and accurate. The vendor agrees that when a Notice of Award is signed and issued by an authorized official of the State of Missouri, a binding contract shall exist between the vendor and the State of Missouri, as defined in section 4.1. By signing below, the vendor hereby declares understanding, agreement and certification of compliance to provide the items and/or services, at the prices quoted, in accordance with all terms and conditions, requirements, and specifications of the SFS.

Authorized Signature Date

Printed Name

Title

ATTENTION:

1. After reviewing the Single Feasible Source (SFS), the vendor must complete and return the cover page above and all necessary exhibits.

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

3. 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.

SFS Organization:

SFS Vendor Response Exhibits

(Return these exhibits with the response)

BUSINESS COMPLIANCE EXHIBITS

1. INTRODUCTION AND BACKGROUND INFORMATION SECTION

1.1 Introduction:

1.1.1 Purpose: This document constitutes a request from the State of Missouri, Office of Administration, Information Technology Services Division (ITSD), to enter into a single feasible source (SFS) contract for the provision of WebEOC Application and Services as set forth herein for the Department of Public Safety (hereinafter referred to as “state agency”) in accordance with the requirements, provisions, and pricing specified herein.

a. The contract shall serve the purpose of establishing the maximum pricing and the minimum requirements, terms and conditions that shall govern subsequent purchase transactions made by the agency under the contract.

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 Single Feasible Source Authority:

1.2.1 Section 34.044, RSMo, allows the purchase of products or services as a single feasible source when one of the following three circumstances exists: (1) Supplies are proprietary and only available from the manufacturer or a single distributor; or (2) Based on past procurement experience, it is determined that only one distributor services the region in which the supplies are needed; or (3) Supplies are available at a discount from a single distributor for a limited period of time.

1.2.2 Pursuant to section 34.044, RSMo, allowing Single Feasible Source, the State of Missouri desires to establish a contract with the vendor to acquire the above referenced services pursuant to the pricing and requirements, terms and conditions included herein.

1.2.3 Due to the single feasible source determination for this procurement, the contractor shall not use a subcontractor in the provision of products and/or services specified herein without the written approval of ITSD.

1.3 General Instructions and Requirements:

1.3.1 The vendor must complete and sign the first page of this document, thereby agreeing to provide the referenced products and/or services under the requirements, terms and conditions provided herein. Contractor signature is required to confirm the offer to contract for the products and/or services described herein and to confirm agreement that upon receipt of a Notice of Award signed by an authorized official from the State of Missouri, ITSD, a binding procurement contract shall exist between the vendor and the State of Missouri. Invoices for products and/or services provided for the State of Missouri must be submitted to the address shown on Page 1.

1.3.2 The State of Missouri reserves the right to clarify any portion of your response as may be deemed necessary, appropriate, and in the best interest of the State of Missouri prior to finalizing a contract.

1.4 Glossary of Terms and Acronyms:

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

1.4.2 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 State of Missouri. The agency is also responsible for payment, unless otherwise specified herein.

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

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

d. Procurement officer means the procurement staff member of Purchasing.

e. 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.

f. 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.

g. Contractor means a supplier, offeror, person, or organization who is a successful vendor as a result of an SFS and who enters into a contract.

h. Exhibit applies to forms which are included with a SFS for the vendor to complete and submit with their SFS response.

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

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

k. 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.

l. 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 SFS.

m. 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.

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

o. Single Feasible Source (SFS) means the solicitation document issued by Purchasing to the SFS vendor 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 SFS); General Contractual Requirements; and Vendor Submission and Award Information; and the SFS Vendor Response Exhibits, and Attachments.

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

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

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

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

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

u. Vendor means the supplier, offeror, person, or organization that responds to a SFS by submitting a response with prices to provide the equipment, supplies, and/or services as required in the SFS document.

1.5 Accuracy of Background Information:

1.5.1 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 SFS.

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

2. SCOPE OF WORK SECTION

2.1 General Requirements:

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

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

2.2 Performance/Product Requirements:

2.2.1 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.

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

2.3 Other Requirements/Reporting Requirements/Reporting and Recordkeeping Requirements:

2.3.1 Retention of Records and Documents: Unless specified in writing as a shorter period of time, the contractor shall preserve and make available with no limitation all books, documents, papers, and records involving transactions related to the contract for a period of five years from the date of the cancellation, expiration, or termination of the contract. Records and supporting documentation under audit or involved in litigation shall be kept for two years following the conclusion of the litigation or audit. During the contract period, access to these items shall be provided through a vehicle specified by the state agency. During the post contract period delivery and access to these items shall be at no cost to the state agency.

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

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

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

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

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

2.4 Financial Records and Document Retention:

2.4.1 The contractor must maintain financial and accounting records and evidence pertaining to the contract in accordance with generally accepted accounting principles.

2.4.2 The contractor shall maintain all financial records, supporting documentation, and all other records pertinent to the contract for a period of five (5) years from the date of the final payment by the state agency / submission of final report to the state agency or the completion of an audit, whichever is later, or as otherwise stated in the contract.

a. If any litigation, claim, negotiation, audit, investigation, or other action involving the records has been started before the expiration of the five (5) year period, the contractor shall retain the records until completion of such action and resolutions of all issues that arise from it or until the end of the regular five (5) year period, whichever is later.

b. If the state agency is subject to any litigation, claim, negotiation, audit, or other action involving the records, the state agency will notify the contractor in writing to extend the contractor’s retention period.

2.5 Electronic Funds Transfer, Invoicing, and Payment Requirements:

2.5.1 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.

2.5.2 Invoicing: The contractor shall submit invoices reflecting the pricing in Exhibit B, Pricing Pages.

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

ITSD Accounts Payable

PO Box 809

Jefferson City, MO 65102-0809

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 SFS.

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.

2.5.3 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.

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.

e. The contractor may obtain detailed information for payments issued for the past 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.

2.5.4 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.

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

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

2.5.7 The total payments to the contractor for all services and expenses shall not exceed the guaranteed not to exceed total price stated on the Exhibit B, Pricing Pages.

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

****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 ITSD.

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 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 ITSD an updated Exhibit F, 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

3.6 Business Registration:

3.6.1 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.

3.7 Data Breach:

3.7.1 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.

3.8 Elected or Appointed Officials and Employees:

3.8.1 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.

3.9 Indemnification:

3.9.1 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.

3.10 Legal Proceedings:

3.10.1 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 SFS 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.

3.10.2 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.

3.10.3 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.

3.11 Federal Funds Requirements:

3.11.1 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 I or other requirements identified by the federal government.

3.12 Invoicing and Payment:

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).

3.13.2 To the extent that federal funding is used for the contract, the contract shall not be binding upon the state for any period in which such funding is reduced, terminated, withheld, restricted, or is frozen or paused.

3.14 Work Outside the United States:

3.14.1 Unless work outside the United States is prohibited by the SFS, 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. Pursuant to section 610.021, RSMo, responses and related documents shall not be available for public review until after a contract is executed.

3.16 Record Access:

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

3.17 Taxes:

3.17.1 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*****

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 SFS (including all Exhibits and Attachments included in the SFS) as amended by contract amendment(s);

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

c. ITSD’s acceptance of the response 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. The contractor further agrees that the language of the SFS shall govern in the event of a conflict with the contractor’s response.

4.1.4 The contractor shall agree to furnish all awarded products and/or services specified in the contract, at the prices quoted therein.

4.1.5 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 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 ITSD’s “notice of award”).

4.1.6 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 ITSD 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 SFS.

4.3.2 Renewal Option(s): ITSD 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 ITSD 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 B, 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 ITSD, 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 B, 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. 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.

4.5 Termination for Convenience:

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

4.5.2 The contractor understands and agrees that funds required to fund the contract must be appropriated by the General Assembly of the State of Missouri for each fiscal year included within the contract period. The contract shall not be binding upon the state for any period in which funds have not been appropriated or where the funds are withheld by the governor, and the state shall not be liable for any costs associated with termination caused by lack of appropriations or due to the governor’s withholding.

4.6 Cancellation for Breach of Contract:

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

4.6.3 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 Contractor Liability:

4.7.1 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 a 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.

4.8 Insurance:

4.8.1 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.

4.9 Single Point of Contact and Responsibility:

4.9.1 The contractor shall be the single point of contact and shall be responsible for the contract.

4.10 Contractor Status:

4.10.1 The contractor shall be considered an independent contractor and shall not represent itself or its employees 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.

4.11 Coordination:

4.11.1 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 or ITSD throughout the effective period of the contract.

4.12 Property:

4.12.1 Notwithstanding the foregoing, the state acknowledges that the contractor, in the normal conduct of its business, may use ideas, skills, techniques, concepts or modifications of concepts developed while serving other customers. The state acknowledges the benefit which may accrue to it and expressly and irrevocably permits the contractor to continue in perpetuity, and without payment of a royalty, this practice of using these ideas, skills, techniques and concepts developed while serving the state, and modifications of such concepts. Nothing in the contract shall be construed to restrain the contractor or its employees, consultants or subcontractors in the use of the techniques and skills of computer operation and programming which may be acquired in the course of performance of any services rendered pursuant to the contract. Nothing herein shall give the state any ownership rights in any works or innovations created by the contractor prior to the performance of services by the contractor under the contract.

a. The state understands and agrees that any ancillary software tools, techniques, methodologies, or pre-printed materials or previously or independently created materials and any modifications or derivatives thereof (e.g., project management software tools or training software tools, etc.) developed or acquired by the contractor (“contractor materials”) that may be necessary to perform a particular service required hereunder but not required as a specific deliverable of the contract, shall remain the property of the contractor; however, the contractor shall ensure such contractor materials are being used in accordance with applicable intellectual property rights and copyrights. The contractor grants to the State of Missouri a non-exclusive, fully-paid up license to use any contractor materials contained in a deliverable in connection with its use thereof upon full payment to the contractor.

b. The contractor shall further agree that no reports, documentation, or material prepared, which contains the state’s proprietary or confidential information, 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.

4.12.2 The state shall be the sole owner of all State Data, as defined in the SFS, that any state user places in the system to utilize the service. The contractor, its employees, and its subcontractors shall not access such state data except as required to provide the service, as described herein. The contractor, its employees and its subcontractors shall be bound by a non-disclosure agreement protecting the state’s data. The state’s data may not be utilized for any purpose or provided to any third party without the express written permission of the state.

4.12.3 The contractor shall use safeguards designed to prevent the inappropriate use or disclosure of the state’s proprietary or confidential information.

4.12.4 In the event of expiration, termination, or cancellation of the contract, after return of state data and state property to the state, all state information and any other property of the state documents must be held by the contractor for at least sixty (60) calendar days at no additional cost to the state, subject to directions of the state as set out herein. The contractor shall not take any action to intentionally destroy any data or digital content from the solution until the data and digital content has been successfully transferred to the state in a format acceptable to the state and the state informs the contractor in writing of such data or digital content that may be permanently destroyed.

a. After completing successful transfer of the data and digital content, and upon expiration, termination, or cancellation of the services, the contractor shall destroy the data and digital content in its systems or otherwise in its possession or under its control, unless otherwise required by law. Once any requirement by law to retain the state’s information is fulfilled, the contractor shall destroy all data and digital content in all of its forms. The data and digital content shall be permanently destroyed and shall not be recoverable, according to the National Institute of Standards and Technology or other state approved comparable industry standard methods. The contractor shall provide a confirmation of destruction to the state within seven (7) calendar days after receipt of written request from the state. There shall be no cost to the state for permanent destruction of the state’s data and digital content.

4.13 Inventions, Patents, and Copyrights:

4.13.1 The contractor should have a process in place to notify the state as to claims of patent or copyright infringement pertaining to the software and/or solution provided under the contract that directly impact the services under the contract.

4.13.2 Upon approval by the Missouri Attorney General, the contractor shall have the right to defend and settle any claim, suit or proceeding brought against the state on the issue of infringement of any United States patent or copyright by any performance and/or product or any part thereof supplied or produced by the contractor to the state under this agreement, in accordance with the contractor’s documentation. However, the Missouri Attorney General may exercise its rights noted in paragraph 3.10 above. It is agreed and understood that if the contractor is not approved to handle the defense of any claim, suit or proceeding brought against the state, the contractor shall not be obligated to pay any settlement or judgment against the state.

4.13.3 The contractor, after approval of the Missouri Attorney General for the contractor to handle the defense, agrees to pay any judgment against the state for any claim, suit or proceeding brought against the state on the issue of infringement of any United States patent or copyright by any services performed and/or software supplied or produced by the contractor to the state under this agreement, and to take steps to either:

a. procure for the state the right under such patent or copyright to use as appropriate such software or services, or

b. replace such software or services with other software or services suitable/equivalent for the contract, or

c. suitably modify such software or services, or

d. discontinue the use of such software or services and refund the prepaid aggregated payments for the applicable software or services that was to be provided after the effective date of termination, in accordance with the contractor’s documentation.

4.13.4 The contractor shall not be liable for any cost, expense, or compromise, incurred or made by the state in conjunction with any issue of infringement without the contractor's prior written authorization.

4.13.5 If any copyrighted or non-copyrighted documentation is developed solely for the use of the State of Missouri as a result of the contract, it shall be documented and mutually agreed upon by the parties as to respective ownership and intellectual property rights.

4.13.6 Section 4.12 of the SFS provides the state’s exclusive remedy for any infringement claims or damages.

4.13.7 The contractor shall have no liability to the extent the alleged infringement or misappropriation was caused by:

a. Use of the Intellectual Property (IP) or deliverable other than as permitted under the contract or in combination with any products or services where such combination was not within the reasonable contemplation of the parties.

b. The failure to use corrections or enhancements to the IP or deliverable provided by the contractor; or

c. Specifications or direction provided by the state.

d. To receive the benefits of this provision, the state must promptly notify the contractor in writing of the third-party claim and provide reasonable cooperation and full authority to the contractor to defend or settle the claim, provided that such settlement does not impose any obligation (monetary or otherwise) on the state (other than to cease using the infringing IP or deliverable) without its consent.

4.14 Confidentiality and Security Documents:

4.14.1 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.

4.14.2 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 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.

4.14.3 The contractor shall maintain strict confidentiality of all patient and client information or records supplied to it by the state agency or that the contractor establishes as a result of contract activities. The contents of such records shall not be disclosed to anyone other than the state agency and the patient/client or the patient’s/client’s parent or legal guardian unless such disclosure is required by law.

a. The contractor assumes liability for all disclosures of confidential information and breaches by the contractor and/or the contractor’s employees.

b. The contractor agrees to comply with all applicable confidentiality and information security laws, including but not limited to sections 192.067 and 192.667, RSMo, the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and regulations promulgated under HIPAA, including but not limited to the Federal Standards for Privacy of Individually Identifiable Health Information (45 CFR Parts 160 and 164, the “Privacy Rule”), the Security Standards for the Protection of Electronic Protected Health Insurance (45 CFR part 164, subpart C, the “Security Rule”), and Breach Notification for Unsecured Protected Health Information (45 CFR Parts 160 and 164, the “Breach Notification Rule”).

4.14.4 The contractor shall agree that the state agency utilizing the contractor’s services may be required to comply with 45 CFR 160 and 45 CFR 164, and that to achieve such compliance, the contractor must appropriately safeguard Protected Health Information (as that term is defined in 45 CFR 164.501), which the contractor receives from or creates or receives on behalf of the state…