ATTACHMENT_E_CONTRACT_TERMS_BAA.pdf

Contract for Professional Services

MISSISSIPPI STATE

DEPARTMENT OF HEALTH

CONTRACT FOR PROFESSIONAL SERVICES

1. Parties

This contractual agreement (hereinafter “Contract” or “Agreement”) is entered into by and between the Mississippi State Department of Health (hereinafter “MSDH” or “Agency”) and

____________ (hereinafter “Contractor”), or otherwise collectively herein referenced as “Parties.”

2. Period of Performance

This contract will become effective for the period beginning __________ and ending on __________, upon the approval and signature of the parties hereto, unless this Agreement is terminated pursuant to applicable termination provisions contained herein. The contract maybe renewed at the discretion of MSDH for one-year periods at the same prices, terms, and conditions contained herein, which may be subject to Public Procurement Review Board (PPRB) approval. The cumulative term of this contract shall not exceed the period of five (5) years to include the initial contract term and any renewal periods.

3. Scope of Services

Contractor shall undertake and complete the scope of work as described in Attachment A to this Agreement, which, along with the Contractor’s submission, is hereby attached and incorporated herein by reference, Scope of Services.

4. Compensation

As full and complete compensation for the services satisfactorily provided herein, MSDH shall pay the

Contractor in accordance with state law a total amount not to exceed $__________ for the term of this Agreement.

5. Billing and Supporting Documentation

The Agency shall pay the Contractor upon completion and acceptance of performance under this Agreement. Contractor shall submit to MSDH monthly, or as otherwise required by MSDH, itemized invoices detailing the work provided. To support costs represented on each invoice, Contractor shall also submit sufficient and/or required documentation to justify the amounts invoiced. Billing will be reviewed by MSDH prior to processing payment to Contractor. Contractor shall submit the final invoice, along with appropriate documentation to the Agency for payment of services performed under this contract twenty (20) days before expiration date.

Invoices shall be sent to:

Mississippi Department of Health,

6. Applicable Law

The contract shall be governed by and construed in accordance with the laws of the State of Mississippi, excluding its conflicts of laws provisions, and any litigation with respect thereto shall be brought in the courts of Mississippi.

7. Approval

It is understood that if this contract requires approval by the Public Procurement Review

Board (“PPRB”) and/or the Department of Finance and Administration Office of Personal Service

Contract Review (“OPSCR”), and this contract is not approved by PPRB and/or OPSCR, it is void and no payment shall be made hereunder.

8. Attorney's Fees and Expenses

In the event Contractor defaults on any obligations under this Agreement, Contractor shall pay to MSDH all costs and expenses, without limitation, incurred by MSDH in enforcing this Agreement or reasonably related to enforcing this Agreement. This includes but is not limited to investigative fees, court costs, and attorneys’ fees. Under no circumstances shall MSDH be obligated to pay attorneys’ fees or legal costs to Contractor.

9. Authority to Contract

Contractor warrants: (1) that it is a validly organized business with valid authority to enter into this agreement; (2) that it is qualified to do business and in good standing in the State of Mississippi;

(3) that entry into and performance under this agreement is not restricted or prohibited by any loan, security, financing, contractual, or other agreement of any kind; and, (4) notwithstanding any other provision of this agreement to the contrary, that there are no existing legal proceedings or prospective legal proceedings, either voluntary or otherwise, which may adversely affect its ability to perform its obligations under this agreement.

10. Availability of Funds

It is expressly understood and agreed that the obligation of MSDH to proceed under this agreement is conditioned upon the appropriation of funds by the Mississippi State Legislature and the receipt of the appropriated funds. If the funds anticipated for the continuing time fulfillment of the agreement are, at any time, not forthcoming or insufficient, regardless of the source of funding, MSDH shall have the right upon ten (10) business days written notice to Contractor, to terminate this agreement without damage, penalty, cost or expense to the MSDH of any kind whatsoever. The effective date of termination shall be as specified in the notice of termination.

11. Compliance with Equal Opportunity in Employment Policy

Contractor understands that the MSDH is an equal opportunity employer and therefore, maintains a policy which prohibits unlawful discrimination based on race, color, creed, sex, age, national origin, physical handicap, disability, genetic information, or any other consideration made unlawful by federal, state, or local laws. All such discrimination is unlawful, and Contractor agrees during the term of the agreement that Contractor will strictly adhere to this policy in its employment practices and provision of services.

12. Compliance with Laws

Contractor shall comply with, and all activities under this agreement shall be subject to, all applicable federal, state, and local laws and regulations, as now existing and as may be amended or modified.

13. Confidentiality

MSDH is a public agency of the State of Mississippi and is subject to the Mississippi Public Records

Act of 1983 (the “Act”). Mississippi Code Annotated §§ 25-61-1, et seq. If a public records request is made for any information provided to MSDH by Contractor, MSDH shall follow the provisions of the

Act as well as (where applicable) Mississippi Code Annotated §79-23-1 before disclosing such information. This is unless Contractor has previously indicated the information requested is not a trade secret or confidential commercial or financial information or otherwise not exempt from the

Mississippi Public Records Act. The MSDH shall not be liable to the Contractor for disclosure of information required by court order or required by law.

14. Contract Assignment and Subcontracting

Contractor acknowledges that it was selected by MSDH to perform the services required hereunder based, in part, upon Contractor’s special skills and expertise. Contractor shall not assign, subcontract, or otherwise transfer this agreement, in whole or in part, without the prior written consent of MSDH, which may, in its sole discretion, approve or deny without reason. Any attempted assignment or transfer of Contractor’s obligations hereunder without consent of the MSDH shall be null and void. Approval of a subcontract by the MSDH shall not be deemed to be approval of the incurrence of any additional obligation of the MSDH. Subcontracts shall be subject to the terms and conditions of this agreement and to any conditions of approval that MSDH may deem necessary. Subject to the foregoing, this agreement shall be binding upon the respective successors and assigns of the parties.

15. Contractor Personnel

The MSDH shall, throughout the life of the contract, have the right of reasonable rejection and approval of staff or subcontractors assigned to the work by Contractor. If the MSDH reasonably rejects staff or subcontractors, Contractor shall provide replacement staff or subcontractors satisfactory to the MSDH in a timely manner and at no additional cost to the MSDH.

The day-to-day supervision and control of Contractor’s employees and subcontractors is the sole responsibility of Contractor.

16. Copyrights

Contractor agrees that the rights and title to any copyrightable material first produced under this agreement belongs to MSDH. Contractor hereby grants to MSDH a royalty-free, nonexclusive, irrevocable license to reproduce, translate, publish, use and dispose of, and to authorize others to do so, all copyrighted or copyrightable work which is incorporated in the material furnished under the agreement regardless of whether it was first produced under this agreement.

This grant is provided that such license shall be only to the extent Contractor now has, or prior to the completion of full final settlements of agreement may acquire, the right to grant such license without becoming liable to pay compensation to others.

17. Disclosure of Confidential Information Required by Law

In the event that either party to this Agreement receives notice that a third-party has served upon it a subpoena or other validly issued administrative or judicial process ordering divulgence of the other party’s data or other information, the party subject to the subpoena or other legal process shall promptly inform the other party, unless prohibited by law from doing so, at the earliest reasonable opportunity without unreasonable delay and at least five (5) days in advance of any divulgence so that the nondivulging party may take appropriate steps to address the disclosure, if needed. Thereafter, the party subject to the legal process shall respond to the extent mandated by law. This section shall survive the termination or completion of this agreement. The parties agree that this section is subject to and superseded by Mississippi Code Annotated §§ 25-61-1, et seq.

18. E-Payment

Contractor agrees to accept all payments in United States currency via the State of

Mississippi’s electronic payment and remittance vehicle. The Agency agrees to make payment in accordance with Mississippi “Timely Payments for Purchases by Public Bodies” laws, which generally provide for payment of undisputed amounts by the Agency within forty-five (45) calendar days of receipt of invoice. Mississippi Code Annotated § 31-7-301, et seq.

19. E-Verification

If applicable, Contractor represents and warrants that it will ensure its compliance with the

Mississippi Employment Protection Act and will register and participate in the status verification system for all newly hired employees. Mississippi Code Annotated §§ 71-11-1 and 71-11-

3. Contractor agrees to provide a copy of each verification upon request of the MSDH subject to approval by any agencies of the United States Government. Contractor further represents and warrants that any person assigned to perform services hereafter meets the employment eligibility requirements of all immigration laws. The breach of this clause may subject Contractor to the following: (1) termination of this contract and exclusion pursuant to Chapter 15 of the Public

Procurement Review Board Office of Personal Service Contract Review Rules and Regulations; (2) the loss of any license, permit, certification or other document granted to Contractor by an agency, department, or governmental entity for the right to do business in Mississippi; or (3) both. In the event of such termination, Contractor would also be liable for any additional costs incurred by the

Agency due to Contract cancellation or loss of license or permit to do business in the state.

20. Failure to Deliver

In the event of failure of Contractor to deliver services in accordance with the contract terms and conditions, the MSDH, after due oral or written notice, may procure the services from other sources and hold Contractor responsible for any resulting additional purchase and administrative costs. This remedy shall be in addition to any other remedies that the MSDH may have.

21. Failure to Enforce Does Not Constitute Waiver

Failure by the MSDH at any time to enforce the provisions of the contract shall not be construed as a waiver of any such provisions. Such failure to enforce shall not affect the validity of the contract or any part thereof or the right of the MSDH to enforce any provision at any time in accordance with its terms.

22. Force Majeure

Each party shall be temporarily excused from performance for any period and to the extent that it is prevented from performing any obligation or service, in whole or in part, as a result of causes beyond the reasonable control and without the fault or negligence of such party and/or its subcontractors. Such acts shall include without limitation acts of God, strikes, lockouts, riots, acts of war, epidemics, governmental regulations superimposed after the fact, fire, earthquakes, floods, or other natural disasters (“force majeure events”). When such a cause arises, Contractor shall notify the Agency in writing at its earliest reasonable opportunity of the cause of its inability to perform, how it affects its performance, and the anticipated duration of the inability to perform. All parties shall make reasonable efforts to minimize the impact of the force majeure event on contract performance. The MSDH may exercise any rights it has under the contract which are available when neither party is in default.

23. Indemnification

To the fullest extent allowed by law, Contractor shall indemnify, defend, save and hold harmless, protect, and exonerate the MSDH its commissioners, board members, officers, employees, agents, and representatives, and the State of Mississippi from and against all claims, demands, liabilities, suits, actions, damages, losses, and costs of every kind and nature whatsoever including, without limitation, court costs, investigative fees and expenses, and attorneys’ fees, arising out of or caused by Contractor and/or its partners, principals, agents, employees and/or subcontractors in the performance of or failure to perform this agreement.

In the MSDH’s sole discretion, upon approval of the Office of the Mississippi Attorney General and the MSDH, Contractor may be allowed to control the defense of any such claim, suit, etc. In the event Contractor defends said claim, suit, etc., Contractor shall use legal counsel acceptable to the

Office of the Mississippi Attorney General and the MSDH. Contractor shall be solely responsible for all costs and/or expenses associated with such defense, and the MSDH shall be entitled to participate in said defense. Contractor shall not settle any claim, suit, etc. without the concurrence of the Office of the Mississippi Attorney General and the MSDH, which shall not be unreasonably withheld.

24. Independent Contractor Status

Contractor shall, at all times, be regarded as and shall be legally considered an independent contractor and shall at no time act as an agent for the MSDH. Nothing contained herein shall be deemed or construed by the MSDH, Contractor, or any third party as creating the relationship of principal and agent, master and servant, partners, joint ventures, employer and employee, or any similar such relationship between the MSDH and Contractor. Neither the method of computation of fees or other charges, nor any other provision contained herein, nor any acts of the MSDH or

Contractor hereunder creates or shall be deemed to create a relationship other than the independent relationship of the MSDH and Contractor.

Contractor’s personnel shall not be deemed in any way, directly or indirectly, expressly or by implication, to be employees of the MSDH. Neither Contractor nor its employees shall, under any circumstances, be considered servants, agents, or employees of the MSDH, and the MSDH shall be at no time legally responsible for any negligence or other wrongdoing by Contractor, its servants, agents, or employees.

The MSDH shall not withhold from the contract payments to Contractor any federal or state unemployment taxes, federal or state income taxes, Social Security tax, or any other amounts for benefits to Contractor. Further, the MSDH shall not provide to Contractor any insurance coverage or other benefits, including Workers’ Compensation, normally provided by the MSDH for its employees.

25. Information Designated by Agency as Confidential

Any liability resulting from the wrongful disclosure of confidential information on the part of Contractor, or its subcontractor(s) shall rest with Contractor. Disclosure of any confidential information by Contractor or its subcontractor(s) without the express written approval of the MSDH may result in the immediate termination of this agreement.

26. Infringement Identification

Contractor warrants that the materials and deliverables provided to the MSDH under this agreement, and their use by the MSDH, will not infringe or constitute an infringement of any copyright, patent, trademark, or other proprietary right. Should any such items become the subject of an infringement claim or suit, Contractor shall defend the infringement action and/or obtain for the

MSDH the right to continue using such items without additional cost to the Agency. Should

Contractor fail to obtain for the MSDH the right to use such items, Contractor shall suitably modify them to make them noninfringing or substitute equivalent software or other items at Contractor’s expense.

In the event the above remedial measures cannot possibly be accomplished, and only in that event, Contractor may require the MSDH to discontinue using such items, in which case Contractor will refund to the MSDH the fees previously paid by the MSDH for the items the customer may no longer use, and shall compensate the MSDH for the lost value of the infringing part to the phase in which it was used, up to and including the contract price for said phase. Said refund shall be paid within ten (10) business days of notice to the MSDH to discontinue said use.

Scope of Indemnification: Provided that the MSDH promptly notifies Contractor in writing of any alleged infringement claim of which it has knowledge, Contractor shall defend, indemnify, and hold harmless the MSDH against any such claims, including but not limited to any expenses, costs, damages and attorney fees that a court finally awards for infringement based on the programs and deliverables provided under this agreement.

In the MSDH’s sole discretion, upon approval of the Office of the Mississippi Attorney General and the MSDH, Contractor may be allowed to control the defense of any such claim, suit, etc. In the event Contractor defends said claim, suit, etc., Contractor shall use legal counsel acceptable to the Office of the Mississippi Attorney General and the MSDH. Contractor shall be solely responsible for all costs and/or expenses associated with such defense, and the MSDH shall be entitled to participate in said defense. Contractor shall not settle any claim, suit, etc. without the concurrence of the Office of the Mississippi Attorney General and the MSDH, which shall not be unreasonably withheld.

27. Insurance

The Contractor shall ensure that professional staff and other decision-making staff shall be required to carry professional liability insurance in an amount commensurate with the professional responsibilities and liabilities under the terms of this Agreement. The Contractor shall obtain, pay for and keep in force during the Contract period general liability insurance against bodily injury or death in an amount commensurate with the responsibilities and liabilities under the terms of this

Agreement. The MSDH reserves the right to request from carriers, certificates of insurance regarding the required coverage. Insurance carriers shall be licensed or hold a Certificate of Authority from the

Mississippi Department of Insurance.

28. Modification or Amendment

Except for modifications or amendments as otherwise authorized by provisions herein, modifications or amendments to this Agreement may be made upon mutual agreement of the parties, in writing, signed by the Parties hereto, and approved as required by law and/or PPRB. No oral statement of any person shall modify or otherwise affect the terms, conditions, prices, or requirements of this Agreement.

In the event that federal and/or state revisions to laws or regulations make changes to this agreement necessary, the Parties agree (to the extent authorized by law and consistent with PPRB

Rules and Regulations) to negotiate any modification or amendment in good faith to bring the agreement into compliance with such revisions to federal and/or state laws or regulations. Any modification or amendment under these circumstances may be subject to approval by the PPRB as required.

29. No Limitation of Liability

Nothing in this agreement shall be interpreted as excluding or limiting any liability of the

Contractor for harm arising out of the Contractor’s or its subcontractors’ performance under this agreement.

30. Notices

All notices required or permitted to be given under this agreement shall be in writing and personally delivered or sent by certified United States mail, postage prepaid, return receipt requested, to the party to whom the notice should be given at the address set forth below. Notice shall be deemed given when actually received or when refused. The parties agree to promptly notify each other in writing of any change of address.

For MSDH:

Daniel Edney, MD, FACP, FASAM

State Health Officer

Mississippi State Department of Health

Post Office Box 1700

Jackson, Mississippi 39215-1700

[with Copy to Procurement@msdh.ms.gov]

For the Contractor:

31. Oral Statements

No oral statement of any person shall modify or otherwise affect the terms, conditions, or mailto:proposals@healthmanagement.com specifications stated in this contract. All modifications to the contract shall be made in writing by the

MSDH, agreed to by Contractor¸ and approved by the Public Procurement Review Board, if required.

32. Contractor's Representation Regarding Contingent Fees

By executing the contract, the Contractor represents that it has not retained any person or agency on a percentage, commission, or other contingent arrangement to secure this contract. If the contractor cannot make such a representation, a full and complete explanation shall be submitted in writing to the Agency prior to contract execution.

33. Ownership of Documents and Work Papers

MSDH shall own all documents, files, reports, work papers and working documentation, electronic or otherwise, created in connection with the project which is the subject of this agreement, except for Contractor’s internal administrative and quality assurance files and internal project correspondence. Upon request by MSDH, Contractor shall deliver such documents and work papers to MSDH upon termination or completion of the agreement. The foregoing notwithstanding, Contractor shall be entitled to retain a set of such work papers for its files and shall obtain written permission from MSDH to use such workpapers, subject to any copyright protections.

34. Paymode

Payments by MSDH using the state’s accounting system shall be made and remittance information provided electronically as directed by the state and deposited into the bank account of

Contractor’s choice. The MSDH may, at its sole discretion, require Contractor to electronically submit invoices and supporting documentation at any time during the term of this Agreement. Contractor understands and agrees that the Agency is exempt from the payment of Mississippi taxes. All payments shall be in United States currency.

35. Procurement Regulations

This contract shall be governed by the applicable provisions of the Public Procurement Review

Board Office of Personal Service Contract Review Rules and Regulations, a copy of which is available on the Mississippi Department of Finance and Administration’s website (www.dfa.ms.gov). Any bidder or offeror responding to a solicitation for personal and professional services and any contractor doing business with a state Agency is deemed to be on notice of all requirements therein.

36. Property Rights

Property rights do not inure to Contractor until such time as services have been provided under a legally executed contract. Contractor has no legitimate claim of entitlement to the provision of work hereunder and acknowledges that the MSDH may terminate this contract at any time for its own convenience.

37. Quality Control

Contractor shall institute and maintain throughout the contract period a properly documented quality control program designed to ensure that the services are provided at all times and in all https://www.dfa.ms.gov/ respects in accordance with the contract. The program shall include providing supervision and conducting frequent inspections of Contractor’s staff and ensuring that accurate records are maintained describing the disposition of all complaints. The records so created shall be open to inspection by the MSDH.

38. Representation Regarding Gratuities

Contractor represents that it has not, is not, and will not offer, give, or agree to give any employee or former employee of MSDH a gratuity or offer of employment in connection with any approval, disapproval, recommendation, development, or any other action or decision related to the solicitation and resulting contract. Contractor further represents that no employee or former employee of MSDH has or is soliciting, demanding, accepting, or agreeing to accept a gratuity or offer of employment for the reasons previously stated; any such action by an employee or former employee in the future, if any, will be rejected by contractor. Contractor further represents that it is in compliance with the Mississippi Ethics in Government laws, codified at Mississippi Code Annotated

§§ 25-4-101 through 25-4-121, and has not solicited any employee or former employee to act in violation of said law.

39. Required Public Records and Transparency

Upon execution of a contract, the provisions of the contract which contain the personal or professional services provided, the unit prices, the overall price to be paid, and the term of the contract shall not be deemed to be a trade secret or confidential commercial or financial information pursuant to Mississippi Code Annotated § 25- 61-9(7). The contract shall be posted publicly on www.transparency.ms.gov and shall be available for at the Agency for examination, inspection, or reproduction by the public. The Contractor acknowledges and agrees that the MSDH and this contract are subject to the Mississippi Public Records Act of 1983 codified at Mississippi Code

Annotated §§ 25-61-1, et seq. and its exceptions, Mississippi Code Annotated § 79-23-1, and the

Mississippi Accountability and Transparency Act of 2008, codified at Mississippi Code Annotated §§

27-104-151, et seq.

40. Record Retention and Access to Records

Provided Contractor is given reasonable advance written notice and such inspection is made during normal business hours of Contractor, the Agency or any duly authorized representatives shall have unimpeded, prompt access to any of Contractor’s books, documents, papers, and/or records which are maintained or produced as a result of the project for the purpose of making audits, examinations, excerpts, and transcriptions. Unless mandated by federal or state law for a longer retention period, all records related to this agreement shall be retained by Contractor for three (3) years after final payment is made under this agreement and all pending matters are closed; however, if any audit, litigation or other action arising out of or related in any way to this project is commenced before the end of the three (3) year period, the records shall be retained for one (1) year after all issues arising out of the action are finally resolved or until the end of the three (3) year period, https://www.transparency.ms.gov/ whichever is later.

Unless mandated by federal or state law for a longer retention period, all records related to this agreement that contain, or are associated with, protected health information (PHI) shall be retained by Contractor for at least six (6) years after final payment is made under this agreement and all pending matters are closed; however, if any audit, litigation or other action arising out of or related in any way to this project is commenced before the end of the six (6) year period, the records shall be retained for one (1) year after all issues arising out of the action are finally resolved or until the end of the six (6) year period, whichever is later.

41. Right to Audit

Contractor shall maintain such financial records and other records pertaining to this Agreement which do not contain PHI as may be prescribed by MSDH or by applicable federal and state laws, rules, and regulations. Unless mandated by federal or state law for a longer retention period, Contractor shall retain these records for a period of three (3) years after final payment, or until they are audited by MSDH, whichever event occurs first. These records shall be made available during the term of the contract and the subsequent three-year period for examination, transcription, and audit by MSDH, the Mississippi State Auditor’s Office, its designees, or other authorized bodies.

Unless mandated by federal or state law for a longer retention period, Contractor shall retain records pertaining to this Agreement for a period of six (6) years after final payment if such records contain, or are associated with, PHI. These records shall be made available during the term of the contract and the subsequent six (6) year period for examination, transcription, and audit by MSDH, the Mississippi State Auditor’s Office, its designees, or other authorized bodies.

42. Requirements Contract

During the period of the contract, Contractor shall provide all services described in the contract. Contractor understands and agrees that this is a requirements contract and that the MSDH shall have no obligation to Contractor if no services are required. Any quantities that are included in the scope of work reflect the current expectations of the MSDH for the period of the contract. The amount is only an estimate and Contractor understands and agrees that the MSDH is under no obligation to Contractor to utilize any amount of the services as a result of having provided this estimate or of having any typical or measurable requirement in the past. Contractor further understands and agrees that the MSDH may require services in an amount less than or in excess of the estimated annual contract amount and that the quantity actually used, whether in excess of the estimate or less than the estimate, shall not give rise to any claim for compensation other than the total of the unit prices in the contract for the quantity actually used.

43. Right to Inspect Facility

The MSDH may, at reasonable times, inspect the place of business of the Contractor or any subcontractor which is related to the performance of any contract awarded by the MSDH.

44. State Property

Contractor will be responsible for the proper custody and care of any state-owned property furnished for Contractor’s use in connection with the performance of this agreement. Contractor will reimburse the State for any loss or damage, normal wear and tear excepted.

45. Severability

If any part of this agreement is declared to be invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision of the agreement that can be given effect without the invalid or unenforceable provision, and to this end the provisions hereof are severable.

In such event, the parties shall amend the agreement as necessary to reflect the original intent of the parties and to bring any invalid or unenforceable provisions in compliance with applicable law.

46. Stop Work Order

The MSDH may, by written order to Contractor at any time, require Contractor to stop all or any part of the work called for by this contract. This order shall be for a period of time specified by the

MSDH. Upon receipt of such an order, Contractor shall forthwith comply with its terms and take all reasonable steps to minimize any further cost to the MSDH. Upon expiration of the stop work order, Contractor shall resume providing the services which were subject to the stop work order, unless the

MSDH has terminated that part of the agreement or terminated the agreement in its entirety. The

MSDH is not liable for payment for services which were not rendered due to the stop work order.

47. Termination

Termination for Convenience. The MSDH may, when the interests of the Agency so require, terminate this contract in whole or in part, for the convenience of the Agency. The MSDH shall give written notice of the termination to Contractor specifying the part of the contract terminated and when termination becomes effective. Contractor shall incur no further obligations in connection with the terminated work and on the date set in the notice of termination Contractor will stop work to the extent specified. Contractor shall complete the work not terminated by the notice of termination and may incur obligations as are necessary to do so.

Termination for Default. If the MSDH gives the Contractor a notice that the personal or professional services are being provided in a manner that is deficient, the Contractor shall have thirty

(30) days to cure the deficiency. If the Contractor fails to cure the deficiency, the MSDH may terminate the contract for default and the Contractor will be liable for the additional cost to the

MSDH to procure the personal and professional services from another source. Termination under this paragraph could result in Contractor being excluded from future contract awards pursuant to

Chapter 15 of the Public Procurement Review Board Office of Personal Service Contract Review Rules and Regulations. Any termination wrongly labelled termination for default shall be deemed a termination for convenience.

48. Debarment and Suspension

Contractor certifies that it is not currently excluded or debarred from future contract awards by any political subdivision or agency of any state, federal, local, or county government. Contractor certifies that it is not an agent of any such person or entity. Contractor certifies that it has not, in the five-year period preceding this contract, been convicted of or had a civil judgment rendered against it for commission of a fraud or criminal offense in connection with obtaining, attempting to obtain, or performance of a public contract; violation of antitrust laws; or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property. Contractor certifies that it is not presently indicted or otherwise criminally or civilly charged with the commission of any of the acts listed herein.

Contractor certifies that, within the past five years, it has not had a contract with a governmental entity terminated due to the contractor’s failure to perform, default, or any other action or inaction by the Contractor.

49. Conflict of Interest

To the best of its knowledge and through execution of this Agreement, Contractor certifies that no MSDH employee, or spouse, parent or child of an MSDH employee, serves as a member of its governing body, project staff or has an ownership or pecuniary interest in the Contractor.

Contractor agrees that should this condition change during the period of this contract, Contractor shall notify MSDH within thirty (30) days. Notifications should be sent by certified mail to the following:

Mississippi State Department of Health

Attention: MSDH Legal Department

Post Office Box 1700

Jackson, Mississippi 39215-1700

Furthermore, Contractor represents, to the best of its knowledge and belief, that this contract does not present the Contractor with a conflict of interest with respect to any past, current, or potential contract or employment such that the Contractor would be unable to perform impartially and without bias.

50. Health Insurance Portability and Accountability Act of 1996 (HIPAA)

All activities under this Agreement regarding the exchange of information and data between

MSDH and Contractor shall be performed in accordance with any applicable Business Associate

Agreement(s), Nondisclosure Agreement(s), and/or Data Use Agreement(s) entered into between the Parties and all applicable federal and/or State of Mississippi laws, rules, and/or regulations including the Administrative Simplification provisions of the Health Insurance Portability and

Accountability Act (HIPAA) of 1996 (as amended by the Genetic Information Nondiscrimination Act

(GINA) of 2008 and the Health Information Technology for Economic and Clinical Health Act (HITECH

Act), Title XIII of Division A, and Title IV of Division B of the American Recovery and Reinvestment Act

(ARRA) of

2009) and their implementing regulations at 45 C.F.R. Parts 160, 162, and 164, involving electronic data interchange, code sets, identifiers, and the security and privacy of protected health information, as may be applicable to the services under this Agreement. Each party to this

Agreement shall treat all data and information to which it has access under this Agreement as confidential information to the extent that confidential treatment of same is required under federal and State of Mississippi law and any applicable Business Associate Agreement(s), Nondisclosure

Agreement(s), and/or Data Use Agreement(s) entered into between the parties, and shall not disclose same to a third party without specific written consent of the other party. In the event that either party receives notice that a third party requested divulgence of the confidential or otherwise protected information and/or has served upon it a subpoena or other validly issued administrative or judicial process ordering divulgence of the confidential or otherwise protected information, the party shall promptly inform the other party, and thereafter respond in conformity with such subpoena as required by applicable State of Mississippi and/or federal law, rules, regulations, and any applicable Business Associate Agreement(s), Nondisclosure Agreement(s), and/or Data Use

Agreement(s) entered into between the parties. The provision herein shall survive the termination of the Agreement for any reason and shall continue in full force and effect and shall be binding upon both parties and their agents, employees, successors, assigns, subcontractors, or any party claiming an interest in the Agreement on behalf of, or under, the rights of the Parties following termination.

51. Entire Agreement

This agreement, including all contract documents, all Contractor submissions which are fully incorporated herein by reference represents the entire and integrated agreement between the parties hereto and supersedes all prior negotiations, representations or agreements, irrespective of whether written or oral. This agreement may be altered, amended, or modified only by a written document executed by the MSDH and Contractor. Contractor acknowledges that it has thoroughly read all contract documents and has had the opportunity to receive competent advice and counsel necessary for it to form a full and complete understanding of all rights and obligations herein.

Accordingly, this agreement shall not be construed or interpreted in favor of or against the MSDH or

Contractor on the basis of draftsmanship or preparation hereof.

52. Priority

The contract consists of this agreement, ________. Any ambiguities, conflicts, or questions of interpretation of this contract shall be resolved first by reference to this agreement and, if still unresolved, by reference to Attachment ____ and, if still unresolved, by reference to Attachment

___. Omission of any term or obligation from this agreement shall not be deemed an omission from this contract if such term or obligation is provided for elsewhere in this contract.

In witness whereof, the Parties hereto have affixed, on duplicate originals, their signatures on the date indicated below, after first being authorized so to do.

DATE

By: _____________________________

Daniel Edney, MD, FACP, FASAM State Health Officer

Mississippi State Department of Health

DATE

By: _____________________________

<Vendor Representative> <Vendor Name>

MSDH BAA Page 1 of 14 Form 1063 Rev. February 2026

MISSISSIPPI STATE DEPARTMENT OF HEALTH

BUSINESS ASSOCIATE AGREEMENT

This Business Associate Agreement is entered into by and between the Mississippi State Department of Health (“MSDH”) the Covered Entity and (“Business Associate”), hereinafter referred to as the Parties, and modifies any other prior existing agreement or contract for this purpose. In consideration of the mutual promises below and the exchange of information pursuant to this Agreement and in order to comply with all legal requirements for the protection of this information, the Parties therefore agree as follows:

I. RECITALS

a. MSDH is a state agency with a principal place of business at 570 East Woodrow Wilson, Jackson, MS 39215

b. Business Associate is a corporation qualified to do business in Mississippi that will act to perform business services for MSDH with a principal place of business at

c. This Business Associate Agreement (“Agreement”) is entered into pursuant to the Health Insurance Portability and Accountability Act (“HIPAA”) of 1996, as amended by the Genetic Information Nondiscrimination Act (“GINA”) of 2008 and the Health Information Technology for Economic and Clinical Health Act (“HITECH Act”), Title XIII of Division A, and Title IV of Division B of the American Recovery and Reinvestment Act (“ARRA”) of 2009, and its implementing regulations, including, but not necessarily limited to, 45 C.F.R. Part 160, and 45 C.F.R. Part 164 Subparts A and C (“Security Rule”), and 45 C.F.R. Part 160 Subparts A and E (“Privacy Rule”). These statutes and regulations are hereinafter collectively referred to as HIPAA.

MSDH, as a covered entity, is required to enter into this Agreement to obtain satisfactory assurances that Business Associate will comply with and appropriately safeguard all Protected Health Information (“PHI”) Used, Disclosed, created, or received by Business Associate on behalf of MSDH. Certain provisions of HIPAA and its implementing regulations apply to Business Associate in the same manner as they apply to MSDH, and such provisions must be incorporated into this Agreement.

d. MSDH desires to engage Business Associate to perform certain functions for, or on behalf of, MSDH involving the Disclosure of PHI by MSDH to Business Associate, or the creation or Use of PHI by Business Associate on behalf of MSDH, and Business Associate desires to perform such functions, as set forth in the Underlying Agreement(s) which involve the exchange of information, and wholly incorporated herein.

II. DEFINITIONS

a. “Breach” shall mean the acquisition, access, Use or Disclosure of PHI in a manner not permitted by the Privacy Rule which compromises the security or privacy of the PHI, and subject to the exceptions set forth in 45 C.F.R. § 164.402.

b. “Business Associate” shall mean including all workforce members, representatives, agents, successors, heirs, and permitted assigns.

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Patricia Youngblood Inserted Text Vit

MSDH BAA Page 2 of 14 Form 1063

c. “Covered Entity” shall mean the Mississippi State Department of Health, an agency of the State of Mississippi.

d. “Data Aggregation” shall have the same meaning as the term “Data aggregation” in 45 C.F.R.

§164.501.

e. “Designated Record Set” shall have the same meaning as the term “Designated Record Set” in 45 C.F.R. §164.501.

f. “Disclosure” shall have the same meaning as the term “Disclosure” in 45 C.F.R. § 160.103.

g. “MSDH” shall mean the Mississippi State Department of Health, an agency of the State of Mississippi.

h. “Individual” shall have the same meaning as the term “Individual” in 45 C.F.R. § 160.103 and shall include a person who qualifies as a personal representative in accordance with 45 C.F.R. § 164.502(g).

i. “Privacy Officer” shall mean the person designated by MSDH to oversee its implementation of and compliance with HIPAA.

j. “Privacy Rule” shall mean the Standards for Privacy of Individually Identifiable Health Information at 45 C.F.R. Parts 160 and 164, Subparts A and E.

k. “Protected Health Information” or “PHI” shall have the same meaning as the term “Protected health information” in 45 C.F.R. § 160.103, limited to the information created or received by Business Associate from or on behalf of MSDH.

l. “Qualified Service Organization” shall have the same meaning as defined in 42 CFR § 2.11.

m. “Required by Law” shall have the same meaning as the term “Required by law” in 45 C.F.R.

§ 164.103.

n. “Secretary” shall mean the Secretary of the Department of Health and Human Services or his/her designee

o. “Security Incident” shall have the same meaning as the term “Security incident” in 45 C.F.R.

§164.304.

p. “Security Rule” shall mean the Security Standards for the Protection of Electronic Protected Health Information at 45 C.F.R. Parts 160 and 164, Subparts A and C.

q. “Standard” shall have the same meaning as the term “Standard” in 45 C.F.R. § 160.103.

r. “Underlying Agreement” shall mean any applicable Memorandum of Understanding (“MOU”), agreement, contract, or any other similar device, and any proposal or Request for Proposal (“RFP”) related thereto and agreed upon between the Parties, entered into between MSDH and Business Associate. Under this Business Associate Agreement, “Underlying Agreement” shall .

refer to the following:

MSDH BAA Page 3 of 14 Form 1063

s. “Unsecured Protected Health Information” shall have the same meaning as the term “Unsecured protected health information” in 45 C.F.R. § 164.402.

t. “Use” shall have the same meaning as the term “Use” in 45 C.F.R. § 160.103

u. “Violation” or “Violate” shall have the same meaning as the terms “Violation” or “Violate” in 45 C.F.R. § 160.103.

All other terms not defined herein shall have the meanings assigned in HIPAA and its implementing regulations.

III. OBLIGATIONS AND ACTIVITIES OF BUSINESS ASSOCIATE

a. Business Associate agrees to not Use or Disclose PHI other than as permitted or required by this Agreement and the Underlying Agreement(s), or as Required by Law.

b. Business Associate agrees to utilize appropriate safeguards and comply, where applicable, with the HIPAA Privacy and Security Rules, to prevent Use or Disclosure of the PHI other than as permitted or provided for by this Agreement and shall: (i) implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of Protected Health Information and Electronic Protected Health Information that Business Associate creates, receives, maintains, or transmits on behalf of MSDH; (ii) ensure that any subcontractor to whom Business Associate provides such information agrees to implement reasonable and appropriate safeguards to protect it; and

(iii) report to MSDH any Security Incident of which Business Associate becomes aware.

c. Business Associate shall implement and maintain a comprehensive written information security program that:

- Is aligned with NIST SP 800-53 Rev. 5 Moderate baseline controls, including but not limited to the Access Control (AC), Identification and Authentication (IA), Audit and Accountability (AU), System and Communications Protection (SC), Risk Assessment (RA), and Incident Response (IR) control families.

- Incorporates administrative, technical, and physical safeguards consistent with HIPAA, the HITECH Act, and Zero Trust Architecture principles.

- Is reviewed at least annually and updated based on risk assessments, emerging threats, and regulatory changes.

d. Business Associate shall implement and enforce the Principle of Least Privilege, ensuring that workforce members, systems, applications, and automated processes are granted only the minimum access necessary to perform authorized functions.

- Access rights shall be:

o Approved through documented authorization procedures o Reviewed at least quarterly o Immediately revoked upon termination or role change o Technically enforced through centralized access control mechanisms.

e. Business Associate shall implement:

MSDH BAA Page 4 of 14 Form 1063

- Role-Based Access Control (RBAC) to ensure access to PHI is provisioned based on defined job roles and responsibilities.

- Attribute-Based Access Control (ABAC) or equivalent dynamic access controls where appropriate, incorporating contextual attributes such as:

o User Role o Device trust level o Geographic location o Time of access o Risk score or authentication strength

- Access decisions shall be centrally managed and logged.

f. Business Associate agrees to mitigate, to the extent practicable, any harmful effect that is known to Business Associate of a Use or Disclosure of PHI by Business Associate in Violation of the requirements of this Agreement and/or state or federal laws and regulations.

g. Breaches and Security Incidents. During the term of this Agreement, Business Associate agrees to implement reasonable systems for the discovery and prompt reporting of any actual or suspected Breach or Security Incident. Business Associate agrees to take the following steps:

Notice to MSDH. (1) To notify their MSDH Point-of-Contact, MSDH IT Security Officer and MSDH Privacy Officer without unreasonable delay, and no later than five (5) days after discovery, by telephone call and email or registered or certified mail upon the discovery of an actual or suspected Breach of Unsecured PHI in electronic media or in any other media. (2) To notify their MSDH Point-of-Contact, MSDH IT Security Officer and MSDH Privacy Officer without unreasonable delay, and no later than five (5) days after discovery, by telephone call and email or registered or certified mail of any actual or suspected Security Incident affecting this Agreement, including but not limited to an actual or suspected Security Incident that involves data provided to MSDH by the Social Security Administration. A Breach or Security Incident shall be treated as discovered by Business Associate as of the first day on which the Breach or Security Incident is known, or by exercising reasonable diligence would have been known, to any person (other than the person committing the Breach or Security Incident) who is a workforce member, officer, or other agent of Business Associate.

The notification shall include, to the extent possible and subsequently as the information becomes available, a reasonably…