OA ITSD 0000000026SL-01 Page 2

State of Missouri

OFFICE OF ADMINISTRATION

INFORMATION TECHNOLOGY SERVICES DIVISION

Request for Quotation (RFQ) for:

ProLaw Software Upgrade, Licensure, and Technical Support

TARGET DATE AND TIME: July 10 AT 2:00 PM CENTRAL TIME Response should be submitted electronically through MissouriBUYS, powered by MOVERS, at https://missouribuys.mo.gov but may respond by hard copy (see mailing instructions below)

RFQ CONTACT INFORMATION:

PROCUREMENT OFFICER: Steve Autrey

PHONE NO.: (573) 522-2656

EMAIL: steve.autrey@oa.mo.gov See “RFQ Questions” in Section 1 for appropriate communications during the procurement process.

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

Missouri Office of Administration Administrative Hearing Commission United States Post Office Building 131 West High Street, Third Floor Jefferson City, Missouri 65101

ATTENTION:

1. After reviewing the Request for Quotation (RFQ), 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 RFQ’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.

AMENDMENT #01 to OA ITSD 0000000026SL

TITLE: ProLaw Software Upgrade, Licensure, and Technical Support

CONTRACT PERIOD: Date of Award Through One Year

PLEASE BE ADVISED OF THE FOLLOWING CHANGES AND CLARIFICATIONS:

1. Added: Section 4.27 through 4.27.3 Statement of Work requirements.

2. Amended Line 3 ProLaw user support in Exhibit C Pricing Pages to include “if needed as needed” in the specifications and changed unit measure from “annual” to “hourly”.

Vendors may review the revision(s) to the MissouriBUYS, powered by MOVERS electronic solicitation and the amendment document(s) at https://MissouriBUYS.mo.gov. You may be required to acknowledge the electronic amendment.

ATTENTION: IF YOU HAVE ALREADY SUBMITTED A RESPONSE TO THE SOLICITATION, ACCEPTANCE OF THE AMENDMENT AND RESUBMISSION YOUR SOLICITATION RESPONSE IS NECESSARY TO ENSURE THE STATE OF MISSOURI SUCCESSFULLY RECEIVES YOUR SOLICITATION RESPONSE.

Follow the instructions in the Reference Guide for How to Submit Response Online (https://missouribuys.mo.gov/media/pdf/movers-bid-response-instructions ) and outlined below if previously responded to the solicitation prior to the amendment issuance.

1) Log into MissouriBUYS, powered by MOVERS (https://missouribuys.mo.gov/).

2) Under Tasks click View Negotiations below Solicitations.

3) The Active Solicitations page will appear. Utilize the search filters and click on the Solicitation Number to open.

4) The Overview page will display. Click Create Response.

5) A Warning pop-up box will open. The supplier must click Yes to continue to view and acknowledge amendments.

6) The supplier should highlight the Amendment(s) and view the changes made via the amendment(s). Once the review is complete, select the Acknowledgement checkbox for each amendment and click Submit at the top right-hand corner of the page. NOTE: A Warning pop-up box will open if all amendments have not been acknowledged. Click Yes to continue.

7) A Confirmation pop-up box will open confirming amendments have been acknowledged. It will also warn that resubmission of the previously submitted response is necessary prior to response to the amendment. Click OK.

8) Supplier will need to click Create Response again and respond to the amended solicitation. NOTE: The Create Response step includes attaching the supplier’s response again.

State of Missouri

OFFICE OF ADMINISTRATION

INFORMATION TECHNOLOGY SERVICES DIVISION

Request for Quotation (RFQ) for:

ProLaw Software Upgrade, Licensure, and Technical Support

TARGET DATE AND TIME: July 8, 2026, AT 2:00 PM CENTRAL TIME Response should be submitted electronically through MissouriBUYS, powered by MOVERS, at https://missouribuys.mo.gov but may respond by hard copy (see mailing instructions below)

RFQ CONTACT INFORMATION:

PROCUREMENT OFFICER: Steve Autrey

PHONE NO.: (573) 522-2656

EMAIL: steve.autrey@oa.mo.gov See “RFQ Questions” in Section 1 for appropriate communications during the procurement process.

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

Missouri Office of Administration Administrative Hearing Commission United States Post Office Building 131 West High Street, Third Floor Jefferson City, Missouri 65101

ATTENTION:

4. After reviewing the Request for Quotation (RFQ), the vendor must complete and return Exhibit A, Bid Signature Page and all other necessary exhibits.

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

6. 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.

RFQ Organization:

RFQ Vendor Response Exhibits (Return these exhibits with the bid)

BUSINESS COMPLIANCE EXHIBITS

INTRODUCTION AND BACKGROUND INFORMATION SECTION

Introduction:

Purpose: This document constitutes a Request for Quotation (RFQ) to upgrade the existing ProLaw environment from version 2020.1 to version 31.x or higher for the Administrative Hearing Commission (hereinafter referred to as the “Department”). The scope of work includes comprehensive testing, issue tracking and resolution, and the identification and implementation of new features as set forth herein.

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

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

Background and Historical Usage Information:

The Administrative Hearing Commission is an existing user of ProLaw version 20.1.1247.0. Some users also use Pro Filing and Groupware Agent.

RFQ Questions:

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

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

Vendor Question Deadline: Every attempt shall be made to ensure that the vendor receives an adequate and prompt response. However, in order to maintain a fair and equitable procurement process, all vendors will be advised, via the issuance of an amendment to the RFQ, of any relevant or pertinent information related to the procurement. All questions and issues should be submitted no later than five (5) calendar days prior to the bid end date and time of the bids. If not received prior to five (5) calendar days before the bid end date and time, the department may not be able to fully research and consider the respective questions or issues.

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

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

Amendments:

If the Department determines that changes to the RFQ are necessary, the resulting changes will be included in a subsequently issued RFQ amendment(s) prior to the bid end date and time.

Glossary of Terms and Acronyms:

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

General Glossary, Acronyms, and Abbreviations:

Agency and/or State Agency/Department means the statutory unit of state government in the State of Missouri for which the equipment, supplies, and/or services are being purchased. The department is also responsible for payment, unless otherwise specified herein. Note: The terms “department”, “state agency”, “state”, and “State of Missouri” are used interchangeably throughout the document and have the same meaning.

AHC means the Missouri Administrative Hearing Commission.

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

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

Procurement officer means the procurement staff member of the department.

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

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

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

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

ITSD means the Information Technology Services Division of the Office of Administration.

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

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

Party refers to either the State of Missouri or the contractor as an entity that may enter into a contract pursuant to the terms herein.

Pricing Page(s) applies to the form(s) on which the vendor must state the price(s) applicable for the equipment, supplies, and/or services required in the RFQ. The pricing pages must be completed and submitted by the vendor with the response prior to the specified response end date and time.

Bid Target Date and Time and similar expressions mean the deadline required by the RFQ for the receipt of bids.

Purchase Order means the authorized document issued by the department to the contractor indicating descriptions, quantities, and agreed prices for products and/or services.

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

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

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

Shall has the same meaning as the word must.

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

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

Supplier has the same meaning as the word, vendor.

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

Accuracy of Background Information:

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

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

SCOPE OF WORK SECTION

General Requirements:

The contractor shall provide ProLaw and its modules for the State of Missouri’s Administrative Hearing Commission on premises in accordance with the provisions and requirements stated herein. The contractor shall perform all services to the sole satisfaction of the Department.

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.

1.1 Minimum Experience Requirements:

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

a. Minimum of five (5) years of experience executing ProLaw software installation, configuration and system upgrades.

b. Minimum of five (5) years of experience providing direct technical support, troubleshooting, and workflow assistance to ProLaw end-users.

Technical Requirements/ Requirements:

The contractor must be able to provide a valid version 31.0 sp2 of ProLaw installed on Windows 2022 Server or higher.

The contractor must be able to meet a strict timeline: provide a detailed implementation plan by August 1, 2026, and complete installation and training by September 15, 2026.

The contractor must provide support for installed version of ProLaw throughout full term of contract and optional renewal periods.

2.3.4 For the duration of the contract, all contractor personnel providing implementation, server upgrades, technical support, or any subsequent services requiring access to state servers or data must be physically located within the United States.

Performance/Product Requirements:

Estimated Quantities: The quantities indicated in this RFQ 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.

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

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.

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

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

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.

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.

Background Checks: If access to the state’s network and/or data is required, then security fingerprint background investigations and contractor agreements are required of all contractors/subcontractors involved in the work, per the state’s policy. It is the contractors/subcontractor’s responsibility to complete all security background and fingerprinting investigations, in compliance with IT Consulting Fingerprint Background Checks. Background checks must be completed prior to beginning work on the project. Failure to provide required information, including contractor agreement forms and/or failure to successfully pass the security checks will result in such individual being denied access or the ability to work on this project. The Contractor shall be financially responsible for any costs relating to all required security checks. Prior to proceeding with the background check process, the contractor shall obtain from each employee a signed Missouri Applicant Fingerprint Privacy Notice, Contractor Agreement form. The contractor must submit the signed forms to: ITSD.Contractor@oa.mo.gov.

Installation Requirements:

Must install ProLaw version 31.x SP2 or higher and all associated modules that are already in use or proposed equivalent and State-approved substitute(s), if such equivalents exist.

Training Requirements:

The contractor shall provide remote training for up to 20 AHC and/or ITSD staff regarding any changes in functionality between AHC’s current version of ProLaw and the new version the contractor installs.

State’s Obligations:

The State shall provide the necessary server infrastructure and database environments to host the ProLaw application. Furthermore, the State shall allocate relevant IT personnel to grant system access and provide architectural guidance; however, the Contractor shall retain full responsibility for the actual execution, installation, and deployment of the ProLaw 31.x SP2 (or higher) upgrade.

State Data:

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

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

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

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

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

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).

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.

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.

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.

Electronic Funds Transfer, Invoicing, and Payment Requirements:

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 that the state reserves the right to make contract payments to the contractor through electronic funds transfer (EFT). Therefore, prior to any payments becoming due under the contract, the contractor must verify and update, if applicable, their vendor registration with their current remittance address and ACH-EFT payment information at https://MissouriBUYS.mo.gov.

Invoicing: The contractor shall submit detailed, itemized invoices upon the State’s acceptance of the corresponding goods or services. All invoices must strictly adhere to the pricing structure, rates, and billing milestones set forth in Exhibit c, Pricing Pages. Furthermore, each invoice must clearly reference the State Contract Number, the applicable Purchase Order Number, and provide a comprehensive breakdown of the specific deliverables or service being billed.

The contractor shall invoice the department 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

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.

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 RFQ.

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.

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

Payment:

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.

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

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.

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

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.

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.

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.

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.

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

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

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 C, Pricing Pages.

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

Cyber Security Requirements:

2.10.1 Introduction: All Information Technology systems and/or services provided to the State of Missouri must comply with the cyber security requirements identified below. The cyber security requirements shall apply regardless of whether the solution is managed by the State of Missouri or is contractor managed (e.g., either cloud or on premises).

2.10.2 Policies and Procedures: All Information Technology systems and/or services provided to the State of Missouri must comply with National Institute of Standards and Technology (NIST) 800-53 or International Organization for Standardization (ISO) 27001 standards. The solution shall provide capabilities that support the state’s ability to remain in compliance with applicable federal laws and regulations related to the security and hosting services for the term of the contract.

a. The contractor must internally adopt and comply with NIST 800-53 or ISO27001 standards. The contractor must document how the contractor has internally adopted and complies with NIST 800-53 or ISO27001 by providing a list of titles of the cyber security policies currently in use to designated personnel in the State of Missouri, including proof of any certifications obtained by the contractor (i.e. SOC2, ISO27001/2, Federal Risk and Authorization Management Program (FedRAMP), or GovRAMP).

b. All contractor solutions must meet regulatory federal and state requirements as required by the solution.

2.10.3 Access Management: The contractor’s Internal Access Management must comply with NIST 800-53 controls or ISO27001 standards, and the contractor must provide multi-factor authentication for their employee remote access to all internal and cloud-based systems.

a. All contractor employees and subcontractor employees must receive annual cyber security training.

2.10.4 Network Architecture: The contractor shall use safeguards designed to prevent inappropriate use or disclosure of the state’s proprietary or confidential information. The contractor must provide protection against cyber threats using advanced tools including Advanced Firewall stacks, Web Application Firewalls, Intrusion Prevention appliances, advanced end-point protection agents, and advanced threat correlation and incident response systems.

1. Timestamp

2. User Identification

3. Event Type – what happened (logins, record access, changes to permissions, changes to configurations)

4. Event outcome (success or failure)

5. Source (IP address, port)

6. Destination (IP address, port)

7. Status code

8. Actioned resources (the object impacted, such as file paths, database tables, or API and session information/unique session ID)

3. Where the event occurred;

6. Identification of any individuals, subjects, or objects/entities associated with the event.

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

TERMS AND CONDITIONS SECTION

Applicable Laws and Regulations:

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

Non-Discrimination and Affirmative Action:

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

Americans with Disabilities Act:

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

Authorized Personnel/E-Verify:

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

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

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

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

Business Registration:

The contractor must meet the requirements for conducting business in the State of Missouri, prior to performance of services under the contract, and for the duration of the contract. The contractor must be registered and maintain good standing with the Secretary of State of the State of Missouri and other regulatory agencies, as may be required by law or regulations. Such business requirements for formation and operation include, but are not limited to, those in Chapters 347-359, RSMo.

Data Breach:

If a data breach impacting the State of Missouri’s data requires the state to comply with section 407.1500, RSMo, the contractor shall assist the state by providing to the state any requested information held by the contractor concerning the breach and the state’s data stored in the software and services being provided as a result of the contract.

Elected or Appointed Officials and Employees:

Elected or appointed officials or employees of the State of Missouri or any political subdivision thereof, serving in an executive or administrative capacity, must comply with sections 105.452 and 105.454, RSMo, regarding conflict of interest.

Indemnification:

Unless expressly provided by Missouri law to the contrary, pursuant to the Constitution of the State of Missouri, Article III, section 39, subsections 2 and 5, the state shall not indemnify, hold harmless, or agree in advance to defend, any person or entity.

Legal Proceedings:

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

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

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

Invoicing and Payment:

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

Non-Appropriation of Funds:

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

Work Outside the United States:

For the duration of the contract, all contractor personnel providing implementation, server upgrades, technical support, or any subsequent services requiring access to state servers or data must be physically located within the United States.

Open Records:

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

Protests:

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

Record Access:

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

State Preferences:

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

Section 34.070 and section 34.073 RSMo for Missouri business preferences;

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

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

Taxes:

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

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

GENERAL Contractual REQUIREMENTS SECTION

Contract Definition:

A binding contract shall consist of the following documents:

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

the most current version of the contractor’s response, state-requested clarification responses, and contract amendment responses; and the Department’s acceptance of the response (bid) by “notice of award”.

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

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

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

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

A notice of award issued by the State of Missouri does not constitute an authorization for shipment of equipment or supplies or a directive to proceed with services. Before providing 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 the Department’s “notice of award”).

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

Contract Amendment:

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

Contract Period:

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

Renewal Option(s): The department shall have the right, at its sole option, to renew the contract for two (2) additional one-year periods, or any portion thereof, under the identical terms, conditions, and pricing structures of the original contract.

4.3.3 Upgrade Consideration at Renewal: At the time of renewal, the Contractor must notify the department of any available upgrades to the ProLaw software or server environment. While standard version updates and patches shall remain included at no additional cost, the Contractor shall submit a detailed, itemized cost proposal for any major system upgrades requested by the State for consideration.

Contract Pricing:

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

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

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.

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.

Termination for Convenience:

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

Cancellation for Breach of Contract:

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

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

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

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, and the state shall not be liable for any costs associated with termination caused by lack of appropriations.

Contract Assignment:

Any contract assignment, except as noted below, shall require prior written consent by the state, which shall not be unreasonably withheld. However, the contractor may assign the contract without the state’s prior consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, contingent upon the…