Missouri Department of Social Services Division of Finance and Administrative Services, Procurement Unit Invitation for Bid (IFB) DSS26014001

Buyer: Steven Hoffman Phone: 573-522-3318 E-Mail: Steven.Hoffman@dss.mo.gov

Title: USDA Approved Meals Recipe and Menu Services Contract Period: Date of Award, through August 31, 2027

Issue Date: June 09, 2026

Return Bid By: June 29, 2026, by 2:00 p.m. CT via MissouriBUYS, powered by MOVERS, at https://missouribuys.mo.gov

Description of Services Required:

The contractor shall provide USDA Approved Meals Recipe and Menu Services for the Department of Social Services, Division of Youth Services in accordance with the requirements stated herein.

The undersigned hereby agrees to provide the services and/or items, at the prices stated, pursuant to the requirements of this document and further agrees that when this document is countersigned by an authorized official of the Missouri Department of Social Services, a binding contract, as defined herein, shall exist between the contractor and the Department of Social Services.

Authorized Signature Date

Printed Name Title

Bidder Name (Legal Name or Entity Contact Person E-Mail

Mailing Address (Street or PO Box) City, State, Zip

Telephone and Fax Taxpayer ID Number (TIN)

Notice of Award (Department Use Only) Accepted by the Department of Social Services as follows:

Authorized Signature for the Department of Social Services Date mailto:Steven.Hoffman@dss.mo.gov https://missouribuys.mo.gov/

1. INTRODUCTION AND GENERAL INFORMATION

1.1 This document constitutes an invitation for bid for the purchase of USDA Approved Meals Recipe and Menu Services, as set forth herein.

1.2 This is a non-exclusive contract for the purchase of USDA Approved Meals Recipe and Menu Services for the Department of Social Services, Division of Youth Services (Department). The Department reserves the right to purchase services awarded under this contract from alternative sources, if deemed to be in the best interest of the Department.

1.3 The mission of the Missouri Department of Social Services is “Empower Missourians to live safe, healthy, and productive lives.”

1.4 Questions Regarding the IFB:

1.4.1 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 bid.

a. The vendor and the vendor’s agents (including subcontractors, employees, consultants, or anyone else acting on their behalf) must direct all of their questions or comments regarding the IFB, the solicitation process, the evaluation, etc., to the buyer of record indicated on the first page of this IFB. Inappropriate contacts to other personnel are grounds for suspension or exclusion from specific procurements.

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

NOTE: The only official position of the State of Missouri shall be that which is contained in the IFB and any addendums thereto.

1.5 It is the intent of the Department to utilize a twelve (12) week schedule of USDA school program compliant breakfast and lunch recipes and menus at all Department youth facilities. By requiring the contractor to adhere to the most up-to-date USDA guidelines, the Department intends to provide nourishing and appealing meals that support the health and well-being of the youth they serve.

1.6 The contract period shall be from Date of Award through August 31, 2027, with three (3) optional renewal periods of one (1) year each.

1.7 Organization: This IFB is organized into the following sections:

Section 1: Introduction and General Information Section 2: General Performance Requirements Section 3: Specific Performance Requirements Section 4: General Contractual Requirements Section 5: Payments to the Contractor Section 6: Bid Submission Information and Requirements Exhibit A: Pricing Page Exhibit B: Technical Bid Proposed Methodology, Approach, and Work Plan Exhibit C: Technical Proposal Team Qualifications Exhibit D: Technical Proposal Past Performance Exhibit E: Participation Commitment Exhibit F: Documentation of Intent to Participate Exhibit 1: Business Entity Certification, Enrollment Documentation, and Affidavit of Work Authorization Exhibit 2: Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion Lower Tier

Covered Transactions

Exhibit 3: Registration of Business Name with the Missouri Secretary of State Attachment A: Evaluation Criteria for Technical Bid

2. GENERAL PERFORMANCE REQUIREMENTS

2.1 The contractor shall provide services in accordance with the provisions and requirements stated herein.

Services purchased by the Department shall consist only of those services described herein.

2.2 Coordination:

2.2.1 The contractor shall coordinate all contract activities with designated representatives of the Department.

2.2.2 The contractor shall attend and otherwise participate in orientation, planning and other meetings with the Department, as required.

2.2.3 In the course of providing the services required herein, the contractor shall collaborate with other agencies, resources and individuals as requested by the Department.

2.3 Correspondence:

2.3.1 Within five (5) business days of contract award, the contractor shall provide the Department with the name, address, electronic mail (e-mail) address, and telephone number of the contractor’s representative servicing the contract.

2.3.2 The Department will use e-mail to transmit contract documents and other correspondence to the contractor. The Department shall encrypt emails to the contractor that contain information confidential by law to protect such information from unauthorized disclosure.

2.3.3 The contractor shall encrypt any electronic correspondence containing information confidential by law.

2.4 Contractor’s Personnel:

2.4.1 The contractor shall only employ personnel authorized to work in the United States in accordance with applicable federal and state laws. This includes but is not limited to the Illegal Immigration Reform and Immigrant Responsibility Act (IIRIRA), P.L. 104-208, 110 Stat. 3009, and INA Section 274A (8 U.S.C.

§1324a).

a. If the contractor is found to be in violation of this requirement or the applicable state, federal and local laws and regulations, or if the State of Missouri has reasonable cause to believe that the contractor has knowingly employed individuals who are not eligible to work in the United States, the state shall have the right to cancel the contract immediately without penalty or recourse and suspend or debar the contractor from doing business with the state. The state may also withhold up to twenty-five percent (25%) of the total amount due to the contractor due to the contractor knowingly employing individuals who are not eligible to work in the United States.

b. The contractor shall fully cooperate with any audit or investigation from federal, state or local law enforcement agencies.

2.4.2 If the contractor meets the definition of a business entity, as defined in section 285.525, RSMo, pertaining to section 285.530, RSMo, the contractor shall maintain enrollment and participation in the E-Verify federal work authorization program, with respect to the employees hired after enrollment in the program, who are proposed to 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, prior to the performance of any services as a business entity under the contract:

a. Enroll and participate in the E-Verify federal work authorization program with respect to the employees hired after enrollment in the program who are proposed to work in connection with the services required herein;

b. Provide to the Department the documentation required in the exhibit titled, Business Entity Certification, Enrollment Documentation, and Affidavit of Work Authorization affirming said company’s/individual’s enrollment and participation in the E-Verify federal work authorization program; and

c. Submit to the Department a completed notarized Affidavit of Work Authorization provided in the exhibit titled, Business Entity Certification, Enrollment Documentation, and Affidavit of Work Authorization.

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

a. the direct subcontractor is not knowingly in violation of subsection 1 of section 285.530, RSMo,

b. shall not henceforth be in such violation, and

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

2.6 Affidavit of Work Authorization and Documentation:

2.6.1 Pursuant to section 285.530, RSMo, if the contractor meets the section 285.525, RSMo definition of a “business entity” (https://revisor.mo.gov/main/OneSection.aspx?section=285.525&bid=14999&hl=), the contractor must affirm the contractor’s enrollment and participation in the E-Verify federal work authorization program with respect to the employees hired after enrollment in the program who are proposed to work in connection with the services requested herein. The contractor shall complete applicable portions of the exhibit titled Business Entity Certification, Enrollment Documentation, and Affidavit of Work Authorization. The applicable portions of exhibit and any required documentation must be submitted prior to an award of a contract.

2.7 Debarment Certification:

2.7.1 The contractor certifies by signing the signature page of this original document and any amendment signature page(s) that the contractor is not presently debarred, suspended, proposed for debarment, declared ineligible, voluntarily excluded from participation, or otherwise excluded from or ineligible for participation under federal assistance programs.

2.7.2 The contractor must complete and submit the exhibit titled Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion Lower Tier Covered Transactions prior to award of a contract.

2.8 Contractor Registration with Secretary of State:

2.8.1 The contractor must complete and submit the exhibit titled Registration of Business Name with the Missouri Secretary of State prior to award of contract.

3. SPECIFIC PERFORMANCE REQUIREMENTS

3.1 The contractor shall provide a twelve (12) week schedule of USDA school food program compliant breakfast and lunch recipes and menus based on available food products from the current statewide food distribution contracted vendor, US Foods, Inc. or its successor contract. The contractor shall provide variety in the USDA school food program compliant breakfast and lunch recipes and menus, ensuring meals are not repeated or duplicated within the twelve (12) week schedule presented to the Department for approval. The breakfast and lunch recipes shall be USDA-compliant with USDA regulations and state policies for the National School Lunch Program (NSLP) (https://dese.mo.gov/financial-admin-services/food-nutrition-services/lunch-program) and School Breakfast Program (SBP) (https://dese.mo.gov/financial-admin-services/food-nutrition-services/usda-programsregulations). Meals served through NSLP must meet federal nutrition standards, which were most recently updated in the April 2024 USDA Final Rule: Child Nutrition Programs: Meal Patterns Consistent With the 2020-2025 Dietary Guidelines for Americans (https://www.fns.usda.gov/cn/school-nutrition-standards-updates) and the 2026 rule Expanding Fluid Milk Options in Child Nutrition Programs (7 CFR Part 210).

3.2 Federal Nutrition Mandates: To guarantee the highest nutritional standard, the recipes and menus designed by the contractor shall strictly adhere to the current federal principles listed below. Furthermore, the contractor must immediately integrate any new, updated, or revised regulations resulting from the https://revisor.mo.gov/main/OneSection.aspx?section=285.525&bid=14999&hl= https://dese.mo.gov/financial-admin-services/food-nutrition-services/lunch-program https://dese.mo.gov/financial-admin-services/food-nutrition-services/lunch-program https://dese.mo.gov/financial-admin-services/food-nutrition-services/usda-programsregulations https://www.fns.usda.gov/cn/school-nutrition-standards-updates

2025-2030 Dietary Guidelines for Americans or subsequent USDA rulemaking into the menu design at no additional cost to the Department.

• Emphasis on fruits and vegetables: Aim for a variety of colorful fruits and vegetables at each meal.

• Whole grains: Ensure that at least 80 percent of the weekly grains offered are whole grain-rich, in accordance with USDA mandates.

• Lean protein (including 100% nuts and seeds): Include lean protein sources, such as poultry, fish, beans, peas, lentils, eggs, tofu, nuts, and seeds. Pursuant to the April 2024 USDA Final Rule, the menu design may now credit nuts and seeds for the full 100 percent of the meats/meat alternates component.

• Dairy and Fluid Milk Options: Offer low-fat or fat-free yogurt and cheese. For fluid milk, pursuant to the Whole Milk for Healthy Kids Act of 2026 and the resulting May 2026 USDA regulations, menus may now incorporate a variety of options including unflavored or flavored whole, reduced-fat (2%), low-fat (1%), and fat-free milk.

• Strict Added Sugars Limits: Menus must comply with the Fall 2025 USDA product-based added sugar limits for cereals (no more than 6g of added sugars per dry ounce), yogurts (no more than 12g per 6 ounces), and flavored milk (no more than 10g per 8 ounces). Furthermore, the designed menus must proactively align with the incoming Fall 2027 USDA mandates, ensuring that no more than 10 percent of the weekly calories come from added sugars.

• Phased Sodium Reductions: The menu and recipe design must proactively align with the upcoming Fall 2027 USDA sodium reduction targets, achieving a 10 percent sodium reduction for breakfast and a 15 percent sodium reduction for lunch.

• Breakfast Component Flexibility: The menu design must utilize the newly established combined grains and meats/meat alternates meal component for the School Breakfast Program. The vendor is not required to offer 1.0 ounce equivalent of grains each day at breakfast, and may offer grains, meats/meat alternates, or a combination of both to meet minimum ounce equivalent requirements.

• Vegetable Subgroups at Breakfast: If the designed menus substitute vegetables for fruits at breakfast on two or more days per school week, the vendor must provide vegetables from at least two different subgroups.

3.3 Develop and Provide Recipes: The contractor shall develop and provide recipes that comply with federal nutrition standards and USDA meal pattern requirements for each meal component (fruits or vegetables, grains, meats/meat alternates, and milk).

a. Pursuant to the Whole Milk for Healthy Kids Act of 2026, which amends Section 9(a)(2)(A) of the

Richard B. Russell National School Lunch Act (42 U.S.C. 1758(a)(2)(A)), the contractor may include whole and reduced fat (2%) milk options in the provided menus for participants ages 6 and older.

3.3.1 Recipe Nutritional Analysis Data Worksheets: Each recipe submitted by the contractor shall include a nutritional analysis data worksheet. To ensure all required components are included, this worksheet must be provided in a format explicitly approved by the Department. The contractor may wish to utilize a nutritional analysis software application; however, this is at the contractor’s own expense. The Department shall not pay for access or subscription fees. The Department shall not sign or be responsible to any licensing agreements or recurring user fees to access nutritional analysis software. If the contractor proposes or plans on the usage of any software platform or cloud-based software delivery model all cost associated with the use of the software shall be at the contractor’s expense. All licensing agreements for usage by the contractor and the Department under this contract shall be at the contractor’s expense. The Nutritional Analysis Data Worksheet is crucial at the recipe level to determine the specific nutritional profile of each individual dish/recipe.

3.3.2 Recipe Template: The contractor shall provide a twelve (12) week recipe template in a format approved by the Department to ensure consistency and compliance with federal nutrition standards and requirements. To ensure proper execution of the meals, the recipe template must explicitly detail all ingredients, specific quantities, and step-by-step preparation and cooking methods.

3.4 Develop and Provide Menus: The contractor shall develop and provide menus that comply with federal nutritional standards and the USDA's daily and weekly meal pattern requirements. The contractor shall provide a breakdown of the nutritional values for each recipe and meal listed on the menus. To ensure compliance with all current and future federal metrics, the nutritional values shall be listed and tracked in a format explicitly approved by the Department.

3.4.1 Menu Nutritional Analysis Data Worksheets: The contractor shall utilize the nutritional data from individual recipes to evaluate the nutritional adequacy of the entire meal plan over time. Both the breakfast and lunch menu submitted by the contractor shall include a daily and weekly nutritional analysis in a format approved by the Department to evaluate the overall nutritional adequacy of the complete meal plan.

a. The contractor may wish to utilize a nutritional analysis software application; however, this is at the contractor’s own expense. The Department shall not pay for access or subscription fees. The Department shall not sign or be responsible to any licensing agreements or recurring user fees to access nutritional analysis software. If the contractor proposes or plans on the usage of any software platform or cloud-based software delivery model all cost associated with the use of the software shall be at the contractor’s expense. All licensing agreements for usage by the contractor and the Department under this contract shall be at the contractor’s expense.

b. The Nutritional Analysis Data Worksheet is crucial at the menu level to evaluate the nutritional adequacy of the meal plan over time. This worksheet shall include ingredients, quantities, and serving sizes to calculate the calories, macronutrients, vitamins, and minerals on a daily and weekly basis for both breakfast and lunch.

3.4.2 Menu Production Records: The menu production records are working documents used during and after meal preparation and service. They focus on the actual production of the meals served. For each breakfast and lunch menu, the contractor shall provide menu production records that comply with federal regulation.

3.4.3 Menu Records Template: A menu records template primarily focuses on the planned menu and its alignment with USDA regulations. The contractor shall provide completed weekly food-based menu templates. Templates shall include but are not limited to the amount of meats/meat alternate, grains, vegetables, fruit, and dairy that are supplied on a weekly basis. The contractor shall provide menu templates to the Department to ensure compliance with meal pattern and portion requirements.

3.5 Nutritional Posters: The contractor shall provide promotional healthy eating, living, and nutritional posters from the following link: https://www.fns.usda.gov/tn/posters.

a. The provided posters shall be selected from the above referenced website.

b. The contractor shall provide a minimum of two posters per cafeteria site serving the USDA approved meals.

c. Posters shall be printed in color on sturdy, laminated poster paper with minimum measurements of 11” by 17”.

d. Posters shall be age appropriate for the youth being served by the Department.

e. Posters shall be positioned within youth’s view at all cafeteria sites serving the USDA approved meals.

3.6 Alternative breakfast and lunch recipes and menus: The contractor shall provide USDA-compliant alternative breakfast and lunch recipes and menus as well as required records as outlined above which take into consideration food allergies (peanuts, eggs, milk, etc.) and other dietary restrictions or preferences (gluten-free, vegetarian, etc.).

3.6.1 The contractor shall provide USDA-compliant alternative recipes and menus as well as required records as outlined above for the specific national holidays listed below.

a. Thanksgiving

b. Christmas

c. Easter

3.6.2 The contractor shall provide a minimum of two (2) USDA-compliant alternative meals specifically designed for off-campus outings. These meals must meet all federal nutritional guidelines, be reasonably portable, and include all required records as outlined above.

3.7 The contractor shall provide the product numbers from US Foods, Inc. on the menus and recipes.

https://www.fns.usda.gov/tn/posters

a. If the available food products from US Foods, Inc. change, or the statewide contracted vendor changes, a new twelve (12) week schedule of USDA school food program-compliant breakfast and lunch recipes and menus shall be provided by the contractor at no additional charge to the Department.

3.8 Product Labels: The contractor shall provide manufacturer product labels for all items used in the menus and recipes. Because recipes are to be based on available food products from the statewide contracted vendor (US Foods, Inc.), the provided product labels should ideally be sourced directly from US Foods or the US Foods website.

4. GENERAL CONTRACTUAL REQUIREMENTS

4.1 General:

4.1.1 The contract shall consist of the Invitation for Bid (IFB) and any amendments, attachments and exhibits thereto; the bid submitted by the contractor in response to the IFB, as accepted by the Department; and any subsequent amendments to the awarded contract.

4.1.2 This contract shall be construed according to the laws of the State of Missouri. The contract governs the terms and conditions of the contracted services provided by the contractor. 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, such provision(s) 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.

a. The agreement will be read and enforced as though every provision of law and clause required by law to be inserted herein were included. If any such provision is not inserted, then upon the notification of either party the agreement will be amended to make such correction.

4.1.3 The exclusive venue for any legal proceeding relating to or arising out of the contract shall be in the Circuit Court of Cole County, Missouri.

4.1.4 The contractor shall comply with all local, state and federal laws and regulations related to the performance of the contract.

4.1.5 The contractor certifies that the contractor and each of its principals (owners, director and others as defined by 2 CFR Part 180) are not suspended or debarred from contracting with the federal government.

In the event the contractor or any of its principals become suspended or debarred during the contract period, the contractor shall immediately send written notification to the Department.

a. Suspension or debarment of the contractor, or failure by the contractor to provide written notification of suspension or debarment to the Department, may result in immediate termination of the contract.

4.1.6 The contractor shall not transfer any interest in the contract, whether by assignment or otherwise, without the prior written consent of the Department.

4.1.7 As authorized under sections 432.230 and 432.255 RSMo, the use of electronic signatures shall be permitted for contract documents. Additionally, contract documents maintained in electronic format shall be considered the official, legal record and shall have the same force and effect, as would a paper document.

4.2 Amendment, Renewal and Termination:

4.2.1 The contract shall not bind, nor purport to bind, the Department for any commitment in excess of the original contract period.

4.2.2 Any change to the contract, whether by modification or supplementation, shall be accomplished by a formal, written contract amendment. Oral agreements or agreements confirmed by e-mail or otherwise to modify the contract shall not be enforceable.

4.2.3 The Department shall have the right, at its sole option, to renew the contract by written notice to the contractor. The parties shall meet prior to each renewal period to ensure the agreed upon worksheet and template formats continue to meet the needs of the Department. In the event the Department exercises its renewal option, all terms, conditions and provisions of the original contract and any subsequent amendments shall remain in effect and shall apply during the renewal period.

4.2.4 Either party, with or without cause, may terminate the contract by giving 60 calendar days advance written notice to the other party. The termination shall be effective 60 calendar days from the date of notice or the date specified in the notice. The Department reserves the right to withdraw all clients before the end of the 60 calendar day period, if applicable.

4.2.5 The Department may terminate the contract for breach of contract by providing the contractor with written notice of termination.

a. The termination shall become effective on the date specified in the notice.

b. The Department shall not pay for services rendered or goods provided after the termination of the contract.

4.2.6 At its sole discretion, the Department may give the contractor an opportunity to cure the breach. Any opportunity to cure the breach will be provided to the contractor in writing.

4.2.7 The Department shall deem any written notice to the contractor sufficient when deposited in the United States mail postage prepaid, transmitted by facsimile, electronic mail (e-mail), or otherwise delivered to an authorized employee of the contractor or the contractor's address of record.

a. The contractor shall notify the Department within ten (10) business days of any change to the contractor's address of record or mailing address, or both.

4.2.8 In the event of termination all client records, documentation, data, reports, supplies, equipment and accomplishments prepared, furnished, acquired or developed by the contractor, as a direct requirement specified in the contract, shall become the property of the Department.

a. Upon termination of the contract, the contractor shall maintain, store, transfer, dispose and provide for the authorized release of all client records, documentation, data, reports, supplies, equipment and accomplishments prepared, furnished, acquired or developed by the contractor as a requirement of the contract, as directed by the Department. The contractor shall not destroy or dispose of any such records, documentation, data, reports, supplies, equipment and accomplishments without the prior, written permission of the Department.

b. Upon termination of the contract, the Department shall have access to all client records pertaining to the performance of the contract. As requested by the Department, the contractor shall make available to the Department all client records and documents prepared, furnished, acquired or developed as a result of the contract.

4.2.9 Upon expiration, termination, or cancellation of the contract, the contractor shall assist the Department to ensure an orderly transfer of responsibility, or the continuity of those services required under the terms of the contract to an individual or organization designated by the Department, if requested in writing. The contractor shall provide or perform any or all of the following responsibilities:

a. The contractor shall deliver, FOB destination, all records, documentation, reports, data, recommendations, or printing elements, etc., which were required to be produced under the terms of the contract to the Department or to the Department's designee within seven calendar (7) days after receipt of the written request.

b. If requested by the Department through a formal amendment to the contract, the contractor shall continue to provide any part or all of the services. The contractor shall provide the services in accordance with the terms and conditions, requirements and specifications of the contract. The contractor shall provide the services for a period not to exceed 30 calendar days after the expiration, termination or cancellation date of the contract. The contractor shall provide the services for a price not to exceed those prices set forth in the contract,

c. The contractor shall discontinue providing service or accepting new assignments under the terms of the contract, on the date specified by the Department, in order to ensure the completion of such service prior to the expiration of the contract.

4.3 Subcontracting:

4.3.1 The Department reserves the right to approve any subcontractor utilized by the contractor for the services/products required herein. The Department, at its sole discretion, may require such approval prior to the utilization of any subcontractor. In the event the Department requires prior approval to subcontract, the contractor shall provide notification of its intent to subcontract within the timeframe specified by the Department.

4.3.2 The utilization of a subcontractor shall in no way relieve the contractor of the responsibility for providing the services required herein.

4.3.3 Any subcontracts for the services/products described herein shall be in writing and shall include any and all provisions and contractual obligations, including all requirements of the contract’s General Contractual Requirements, that are necessary to ensure the successful fulfillment of all obligations under the contract that are performed by a subcontractor.

4.3.4 Any subcontracts must ensure that the Department is indemnified, saved and, held harmless from and against all claims of damage, loss, and costs (including attorney fees and litigation expenses) of any kind related to a subcontract in those matters described in the contract between the Department and the contractor.

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

4.4 Conflict of Interest:

4.4.1 The contractor certifies that the contractor has no other contractual or other relationships, which create any actual, or appearance of conflict of interest. During the term of the contract, neither the contractor nor any of its employees shall acquire any other contractual relationships, which would create such a conflict.

a. In the event the contractor becomes aware of any circumstances that may create a conflict of interest the contractor shall immediately take such actions to mitigate or eliminate the risk of harm caused by the conflict or appearance of conflict.

b. The contractor shall promptly, fully disclose and notify the Department of any circumstances that may arise that may create a conflict of interest or an appearance of conflict of interest. The contractor shall submit such notification to the Department in writing within seven (7) business days after the contractor discovers a conflict or appearance of a conflict.

c. In the event that the Department determines that a conflict or an appearance of a conflict exists, the Department may take any action that the Department determines is necessary to mitigate or eliminate the conflict or appearance of a conflict. Such actions may include, but are not limited to:

1) Exercising any or all of the Department’s rights and remedies under the contract, up to and including terminating the contract with or without cause;

2) Directing the contractor to implement a corrective action plan within a specified time frame to mitigate, remedy or eliminate the circumstances which constitute the appearance of a conflict of interest; or

3) Taking any other action that the Department determines is necessary and appropriate to ensure the integrity of the contractual relationship and the public interest.

4.4.2 In accordance with state and federal laws and regulations, state executive order or regulations, the contractor certifies that it presently has no interest and shall not acquire any interest, directly or indirectly, which would conflict in any manner or degree with their performance of the contracted services. No person having such interest shall be employed or conveyed an interest, directly or indirectly, in the contract.

4.4.3 The contractor certifies that:

a. No State of Missouri employee assisted the contractor in obtaining this contract or will participate in the performance of this contract if such involvement constitutes a conflict of interest;

b. No State of Missouri employee shall be compensated under this contract for duties performed in the course of his/her state employment; and

c. Before any State of Missouri employee may be involved in the performance of this contract written approval shall be obtained from the Director of the Department.

4.4.4 In the event the contractor is a not-for-profit agency, contractor board members must abstain from voting on any funding proposal relating to this contract, in which they have administrative control or a monetary interest. Board members who have such an interest and participate in discussion prior to a vote must disclose such interest in a meeting of the board prior to such discussion.

4.4.5 No monies provided by the Department under this contract shall be used to promote or further nepotism.

4.4.6 The contractor shall not represent itself, its employees, or its subcontractors, as employees of the Department or the State of Missouri.

4.5 Business Compliance:

4.5.1 The contractor must comply with applicable laws regarding conducting business in the State of Missouri and certifies by signing this contract that it and any subcontractors are presently, and will remain, in compliance with such laws.

4.5.2 The contractor shall have and maintain current and in good standing, all licenses and certifications that are required by law, rule or regulation for the duration of the contract.

a. The contractor shall notify the Department if the contractor’s license(s) or certification(s), or both have or may be terminated, revoked, modified or qualified within seven (7) business days.

b. The contractor shall notify the Department, within seven (7) business days, if the contractor becomes aware that the contractor or its agents, officers or employees are under any investigation. Under investigation shall mean by law enforcement, governmental agency, or other entity with authority to investigate, revoke, suspend or take action against any license or certification that the contractor, its agents, employees or officers, may have to conduct business.

4.5.3 If required by state law, the contractor shall be registered and in good standing with the State’s Secretary of State and shall submit their State Certificate of Good Standing to the Department upon request.

4.5.4 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.

4.6 Personnel and Staffing:

4.6.1 The contractor shall comply with the Fair Labor Standard Act, Equal Employment Opportunity Act, any other federal and state laws, rules, regulations and executive orders to the extent that these may be applicable and shall insert the foregoing provision in all subcontracts awarded.

4.6.2 The contract is predicated, in part, on the utilization of the specific resources, individuals and personnel qualifications as identified and described in the contractor's proposal/bid, when applicable, or in the contractual requirements stated herein. Therefore, the contractor shall only utilize personnel and individuals in the performance of this contract who meet specific qualifications required for services to be provided.

a. No substitution of personnel shall be made by the contractor without written approval of the

Department and such substitutions made pursuant to this paragraph shall be equal to or better than those originally proposed, offered, identified or required.

4.6.3 The contractor shall only utilize personnel including those of any subcontractor(s), who are appropriately qualified and licensed or certified, as required by state, federal or local law, statute or regulation, respective to the services to be provided through this contract and shall provide documentation of such licensure or certification upon request.

4.7 Human Rights:

4.7.1 The contractor shall comply with all federal and state statutes, regulations and executive orders relating to nondiscrimination and equal employment opportunity to the extent applicable to the contract, including, but not limited to:

a. Title VI of the Civil Rights Act of 1964 (P.L. 88-352, 42 U.S.C. § 2000e, as amended) which prohibits discrimination on the basis of race, color, or national origin (this includes individuals with limited English proficiency) in programs and activities receiving federal financial assistance and Title VII of the Act, as amended, which prohibits, unless otherwise provided by law, discrimination on the basis of race, color, national origin, sex, or religion in all employment activities;

b. Equal Pay Act of 1963 (P.L. 88 -38, as amended, 29 U.S.C. § 206 (d));

c. Title IX of the Education Amendments of 1972, as amended (20 U.S.C §§ 1681-1683 and 1685-1686) which prohibits discrimination on the basis of sex;

d. Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. § 794) and the Americans with Disabilities Act of 1990 (42 U.S.C. § 12101 et seq.) which prohibit discrimination on the basis of disabilities;

e. The Age Discrimination Act of 1975, as amended (42 U.S.C. § 6101-6107) which prohibits discrimination on the basis of age;

f. Equal Employment Opportunity - E.O. 11246, "Equal Employment Opportunity", as amended by E.O.

11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity";

g. The Pro-Children Act of 1994 (PL 103-227) regarding environmental tobacco smoke;

h. Missouri State Regulation, 19 CSR 10-2.010, Civil Rights Requirements;

i. The requirements of any other federal and state nondiscrimination statutes, regulations and executive orders that may apply to the services provided under the contract.

4.7.2 If the contractor uses any funds of this contract in a subcontract, then the contractor shall require such a subcontractor to comply with the applicable human rights clauses above.

4.7.3 Disclosure of information, by either party to the contract, concerning a client for any purpose not directly related to the performance of this contract is prohibited except as specified by applicable state and federal laws and regulations.

4.7.4 The Department shall have the right to enforce all applicable clauses by appropriate procedures, including but not limited to, requests, reports, site visits and inspection of relevant documentation of the contractor.

4.8 Financial Requirements:

4.8.1 The Department shall determine the availability of funding for this contract. The Department determination shall be final and without recourse by the contractor.

4.8.2 Funding for the contract must be appropriated by the Missouri General Assembly for each fiscal year included within the contract period. Therefore, the contract shall not be binding upon the Department for any period in which funds have not been appropriated, and the Department shall not be liable for any damages or costs, including attorney's fees, associated with termination caused by lack of appropriations.

a. The Department reserves the right to terminate the contract, without penalty or termination costs, if such funds are not appropriated or available.

b. In the event funds are not appropriated or available for the contract, the Department shall provide prompt notification to the contractor.

c. In the event funding for the contract becomes unavailable or interrupted, the contractor shall, upon written notification from the Department, suspend work activities and incur no further costs under the contract, until such time as the Department notifies the contractor, in writing, that funding has been restored and work activities may resume.

d. In the event funds are not appropriated or available for the contract, the contractor shall not prohibit or limit the Department's right to pursue alternate contracts, as necessary, to conduct state governmental affairs.

e. The provisions of the above paragraphs shall apply to any amendment or the execution of any option to extend the contract.

4.8.3 The Department shall make payments due under the terms of the contract upon receipt and approval of a properly itemized invoice, as set forth herein.

a. The contractor shall submit invoices in accordance with the requirements stated in the contract and no later than the time period specified in § 33.120 RSMo, unless more restrictive requirements are established by state or federal law or regulation.

b. The contractor shall not invoice federal or state tax.

4.9 Contractor Liability:

4.9.1 The contractor shall be responsible for all personal injury, including death, or property damage as a result of the contractor’s actions, or inactions, including but not limited to, misconduct, negligence, or any future negligent act, involving any equipment or service provided under the terms and conditions, requirements and specifications of the contract.

a. In addition to the liability imposed upon the contractor on account of personal injury, bodily injury

(including death), or property damage suffered as a result of the contractor’s negligence, the contractor shall pay, indemnify, save and hold harmless the State of Missouri, including its agencies, employees, and assignees, from every expense, liability, or payment arising out of such misconduct or negligent act.

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

4.10 Insurance:

4.10.1 The Department shall not be required to save and hold harmless and indemnify the contractor, its employees, agents or subcontractors 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 shall acquire and maintain adequate liability insurance in the form(s) and amount(s) sufficient to protect the State of Missouri, its agencies, its clients, its employees and the public against any loss, damage and expense related to the contractor's performance under the contract.

4.10.2 The contractor shall maintain adequate automobile liability insurance for the operation of any motor vehicle used to provide any form of transportation service related to the services of this contract.

4.10.3 If the contract involves the performance of medical services of any type, the contractor shall maintain adequate liability insurance to cover all medical services rendered.

4.10.4 The contractor shall submit proof of insurance coverage to the Department as requested. Proof of insurance coverage shall include, but not be limited to, effective dates of coverage, limits of liability, insurers' names, policy numbers, company, etc. The contractor may use proof of self-insurance coverage or another alternative risk financing mechanism if such coverage is verifiable and irrevocably reliable.

4.11 Recordkeeping and Reporting Requirements:

4.11.1 The contractor shall submit itemized reports, records and information at the request of the Department.

4.11.2 The contractor shall maintain auditable records for all activities performed under this contract. Financial records shall conform to Generally Accepted Accounting Principles (GAAP). Such records shall include the following, as applicable:

a. the specific number and type of service units provided;

b. itemized revenues and expenditures related to the performance of the contract;

c. the number and type of clients served;

d. detailed documentation of services provided to each client, included progress notes;

e. all records necessary for performing a full audit of the contractor's performance under the contract;

and

f. other relevant records.

4.11.3 The contractor shall have in place management and fiscal controls that are adequate to assure full performance of the contractor’s obligations under this contract. The contractor shall maintain sufficient cash flow to perform its obligations under the contract for the duration of the contract. The contractor shall within one business day notify the Department of any cash flow issues where the contractor's obligations required under this agreement would be in jeopardy.

4.11.4 The contractor shall allow the Department or its authorized representative to inspect and examine the contractor's premises or records, or both, which relate to the performance of the contract at any time during the period of the contract and thereafter within the period specified herein for the contractor’s retention of records.

4.11.5 The contractor shall within one business day provide the Department with access to Department clients and records of the Department clients without limitation.

a. The contractor shall promptly produce all e-mails and correspondence related to Department clients, as requested by the Department.

4.11.6 The contractor shall permit governmental auditors and authorized representatives of the State of Missouri to have access, for the purpose of audit or examination, of all of the books, documents, papers, and records of the contractor's recording receipts and disbursements of any of the funds made available to the contractor relating to the operation of this contract for the Department at any reasonable time.

a. The contractor shall retain all records pertaining to the contract for five (5) years after the close of the contract year unless audit questions have arisen or any legal action is contemplated or filed within the five year (5) limitation and have not been resolved. All records shall be retained until all audit questions or legal actions, or both have been resolved. The contractor shall safeguard and keep such records for such additional time as directed by the Department. The obligation of the contractor to retain and produce records shall continue even after the contract expires or is otherwise terminated by either party.

4.11.7 The contractor shall provide written notification to the Department when there is any change in the contractor's licensure or certification/accreditation status, official name, address of record, Executive Director, or change in ownership or control of the contractor’s organization.

4.11.8 Upon filing for any bankruptcy or insolvency proceeding by or against the contractor, whether voluntary or involuntary, or upon the appointment of a receiver, trustee, or assignee for the benefit of creditors, the contractor shall notify the Department immediately. Upon learning of any such actions, the Department reserves the right, at its sole discretion, to either cancel or affirm the contract and hold the contractor responsible for damages, to the extent authorized by law.

4.12 Confidentiality:

4.12.1 All discussions with the contractor and all information gained by the contractor as a result of the contractor’s performance under the contract shall be confidential, to the extent required by law.

4.12.2 The contractor shall release no reports, documentation or material prepared pursuant to the contract to the public without the prior written consent of the Department, unless such disclosure is required by law.

4.12.3 If required by the Department, the contractor and any required contractor personnel shall sign specific documents regarding confidentiality, security, or other similar documents.

4.12.4 The contractor shall use appropriate administrative, physical and technical safeguards to prevent use or disclosure of any information confidential by law that it creates, receives, maintains, or transmits on behalf of the Department other than as provided for by the contract. Such safeguards shall include, but not be limited to:

a. Encryption of any portable device used to access or maintain confidential information or use of equivalent safeguard;

b. Encryption of any transmission of electronic communication containing confidential information or use of equivalent…