RFx No. 3140004700 – COBRA Administrative Services Page 1 of 26 Published October 14, 2026

STATE OF MISSISSIPPI

Department of Corrections

BURL CAIN

COMMISSIONER

REQUEST FOR QUOTES

RFx NO. 3140004700

COBRA ADMINISTRATIVE SERVICES PROVIDER

The Mississippi Department of Corrections (“MDOC”) is soliciting quotes from qualified Bidders to provide third-party administration services for continuation coverage required under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), on behalf of MDOC’s health plans including medical, dental, vision, employee assistance, health flexible spending and/or health reimbursement arrangement benefits (the “Plan”). The resulting contract will be for one (1) year beginning on or about December 3, 2026, with four (4) optional one-year renewals. Services shall be provided in accordance with the requirements and specifications contained in Attachment B – Quote Form.

Interested and Qualified Bidders with the capability and resources to provide the requested services are invited to submit a quotation. To be considered, Bidders must complete and return Attachment B no later than Thursday, October 29, 2026, at 2:00 PM CST.

Selected Bidder is required to be registered with both the State of Mississippi at https://www.dfa.ms.gov/vendors to receive a supplier number and the Mississippi Secretary of State at Business Services & External Affairs | MS SOS.

Questions regarding this solicitation can be electronically submitted to Dr. Crystal T.

Henry by October 22, 2026, at procurement@mdoc.state.ms.us, Subject Line: COBRA Administrative Services Quote, or mailed to:

Mississippi Department of Corrections ATTN: Dr. Crystal T. Henry – COBRA Administrative Services 301 N. Lamar Street Jackson, MS 39201

MDOC anticipates awarding a single contract to the responsive and responsible Bidder whose pricing, as submitted in Attachment B, results in the lowest total evaluated quote.

The contractual agreement shall also include required clauses detailed in Attachment B – https://www.dfa.ms.gov/vendors https://www.sos.ms.gov/business-services-external-affairs mailto:procurement@mdoc.state.ms.us

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Required Clauses.

A Bidder may withdraw its quote at any time before the submission deadline by providing written notice to MDOC.

MDOC reserves the right to cancel, amend, suspend, or reissue this solicitation at any time before contract award; reject any or all quotes received; waive minor informalities or irregularities; and request clarification of information submitted by Bidders when deemed necessary.

The issuance of this solicitation does not obligate MDOC to award a contract or reimburse any costs incurred by a Bidder in preparing or submitting a quote. MDOC reserves the right to make an award in the best interest of the Agency in accordance with the terms of this solicitation.

1. DEFINITIONS

1.1 Accountable Mail means mail that provides documented proof that the letter or notice was mailed to the recipient’s address and meets COBRA regulation requirements, but does not mean that delivery is tracked.

1.2 Agency means the Mississippi Department of Corrections (“MDOC”).

1.3 COBRA means the Consolidated Omnibus Reconciliation Act of 1985, as amended, and its implementing regulations.

1.4 Contractor means the Bidder who has entered into a contract as a result of this solicitation.

1.5 Covered means participating in any COBRA qualified benefit offered by MDOC and selected for services.

1.6 Covered Employee means an employee, spouse, or dependent participating in a COBRA-qualified benefit under the Plan.

1.7 Qualified Beneficiary means, with respect to a Covered Employee, any individual who, on the day before a Qualifying Event, was covered under the Plan as the Covered Employee, the Covered Employee's spouse, or the Covered Employee's dependent child, and who is thereby entitled to elect COBRA continuation coverage, as further defined under 29 U.S.C. § 1167(3) and its implementing regulations.

1.8 Qualifying Event means the death of a Covered Employee, the termination (other than for gross misconduct) or reduction in hours of a Covered Employee's employment, divorce or legal separation of a Covered Employee from the Covered

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Employee's spouse, a Covered Employee's entitlement to Medicare, a dependent child ceasing to be a dependent child under the terms of the Plan, or a proceeding in bankruptcy with respect to MDOC, in each case to the extent it results in a loss of coverage under the Plan, as further defined under 29 U.S.C. § 1163 and its implementing regulations.

1.9 Plan Administrator means the employer, MDOC, as that term is used under the

Employee Retirement Income Security Act (ERISA); MDOC retains plan administrator responsibilities and eligibility/benefit determinations at all times.

2. DURATION OF SERVICES TO BE PROVIDED

The anticipated contract will be for one (1) year beginning on or about December 3, 2026, with four (4) optional one-year renewals.

3. SCOPE OF SERVICE

The Successful Bidder shall be able to provide the following COBRA administration services on behalf of MDOC’s Plan. The successful Bidder will act as an independent contractor and will not serve as, or be deemed, the Plan Administrator.

3.1 General Administration

3.1.1 Bidder shall be responsible for the proper administration, application, and interpretation of COBRA rules and regulations for the Plan for COBRA administration under Bidder’s control.

3.1.2 Bidder shall consult with and advise the Agency regarding the interpretation and application of regulations concerning COBRA as they apply to the Plan.

3.1.3 Bidder shall be able to supply MDOC with the file format required by Bidder so that MDOC may upload employee demographic, benefit, and qualifying customer

3.2 Required Notices

3.2.1 Bidder shall be able to send, via Accountable Mail, the initial rights notification letter to all Covered Employees and spouses, informing them of their rights under COBRA, within the applicable time frame required by COBRA or upon the effective date of coverage, whichever is later, upon timely receipt of required information from the Agency.

3.2.2 Upon timely receipt of complete information from the Agency, Bidder shall send via Accountable Mail within the applicable timeframe required by COBRA, Bidder’s standard qualifying event eligibility and election notice to all Covered employees who have a qualifying event. If complete

RFx No. 3140004700 – COBRA Administrative Services Page 4 of 26 information is not timely received from Agency, the Bidder shall send notice as soon as administratively practicable after receiving the required information.

3.2.3 Bidder shall notify the Agency of any required notice returned as undeliverable and take reasonable steps to effect delivery within an administratively practicable time.

3.2.4 Bidder shall be able to notify a COBRA Continuant if coverage terminates earlier than the maximum coverage period applicable to the qualifying event, as soon as administratively practicable.

3.2.5 Bidder shall be able to provide a system-generated open enrollment/premium rate change letter during open enrollment. If requested by the Agency, Bidder must be able to provide qualified beneficiaries with a link to additional plan and benefit description materials provided by the Agency through the web portal for qualified beneficiary and COBRA Continuant viewing and printing.

3.3 Premium Billing, Collection, and Custodial Accounts

3.3.1 Bidder shall provide COBRA Continuants with a portal login and standard payment information after coverage is elected and the first COBRA premium payment is received.

3.3.2 Bidder shall be able to offer COBRA Continuants the option to make premium payments by check, or online by credit card, single-occurrence ACH request, or automatic recurring ACH payment. To the extent permitted by law and applicable card-network rules and regulations, Bidder may collect an additional online processing fee charged by a third-party vendor, including payments by third-party beneficiaries. Bidder will be responsible for collecting the fee and remitting the fee to the third-party vendor.

3.3.3 Bidder shall be able to collect, track, process, and remit to a custodial account for the benefit of MDOC the COBRA premium payments paid by COBRA Continuants.

3.3.4 Bidder shall be able to forward collected premiums to the Agency (or its designee) on a monthly basis, net of any administrative fee retained in accordance with COBRA and the resulting contract.

3.3.5 Bidder shall be able to maintain accurate records of all custodial account activity and provide an accounting of assets, transfers, and transactions upon the Agency's request.

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3.3.6 Except to the extent not permitted by applicable state or local law, COBRA continuation coverage premiums charged to COBRA Continuants need to include the additional two percent (2%) administrative-cost premium permitted under COBRA. The Bidder will be allowed to retain this 2% additional premium as part of its compensation under the resulting contract, in addition to the fees set forth in Attachment B.

3.3.7 Bidder shall be able to coordinate with the MDOC and its insurers and third-party administrators (collectively “Carriers”) to answer questions regarding COBRA continuation coverage eligibility and COBRA premium payment status.

3.3.8 Bidder shall be able to notify insurance carriers of qualified beneficiary enrollment, coverage changes, and terminations, or support the Agency in providing such notifications, as agreed in the resulting contract.

3.4 Continuant Communications and Ongoing Administration

3.4.1 Bidder shall be able to communicate with COBRA Continuants regarding address changes, premium rate and benefit changes, COBRA continuation coverage eligibility status, Medicare eligibility, advance termination notices for individual conversion, and verification of termination.

3.4.2 Bidder shall be able to extend the maximum COBRA continuation period in cases of disability and second qualifying events, as allowed under COBRA, and Bidder shall notify the Agency of any such extended coverage.

3.5 Online Access and Reporting

3.5.1 Bidder shall be able to provide real-time, online access to information related to the status of qualified beneficiaries and COBRA Continuants.

3.5.2 Bidder shall be able to supply the Agency with the initial login information so that MDOC may access the Agency’s web portal to notify the Bidder when an employee, spouse, or dependent is initially added to coverage under the Plan and when an employee, spouse, or dependent has experienced a qualifying event and is eligible for COBRA continuation coverage under the Plan.

3.6 Customer Service

3.6.1 Bidder shall be able to provide a toll-free customer service line, for use during the Bidder’s normal business hours, to answer questions and address issues concerning COBRA regulation, COBRA compliance, and COBRA premium payments.

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3.6.2 In compliance with applicable federal and state law, Bidder may monitor and/or record calls that are made to and from the customer service line for quality assurance and training purposes and/or to ensure that the Bidder’s services fully comply with the terms of the resulting contract. At the beginning of any call, Bidder shall inform the caller thereof. All such recordings shall be deemed to be Plan Information and may be used by Bidder solely in furtherance of the performance of its obligations under the resulting contract.

3.7 Transition and Records at Contract Expiration or Termination

3.7.1 Bidder shall be able to notify COBRA Continuants if COBRA coverage terminates earlier than the end of the maximum period of coverage applicable to the qualifying event that entitled the individual to COBRA continuation coverage. Bidder must be able to provide the notice as soon as administratively practicable after Bidder determines that the COBRA continuation coverage will be terminated early.

3.7.2 Plan Data

a. Upon expiration or termination of the resulting Agreement, Bidder must be able to cooperate with the Agency or the Agency’s subsequent service provider to effect an orderly transition of services provided under this Agreement and within a reasonable time, release to the Agency, in the Bidder’s standard format, a complete copy of data, records, and files.

b. Upon expiration of any termination of a resulting contract, the Bidder will be entitled to retain a copy of such data, records, and files and may continue to use and disclose that information for claims and audits, and for legal and contractual compliance purposes, to the extent required by law.

3.7.3 Bidder shall be able to return any remaining custodial account funds to the

Agency, less any accrued, undisputed fees and applicable expenses, upon completion of a final accounting of all custodial account activity following the expiration or termination of the resulting contract.

3.8 Reliance on Information

The Bidder’s performance of the services described in this Scope of Service is based on information timely and accurately provided by MDOC, its employees, and COBRA Continuants. The Bidder is not responsible for any failure or delay in performance and is not liable for any resulting loss or damage, to the extent caused

RFx No. 3140004700 – COBRA Administrative Services Page 7 of 26 by the Agency’s failure to provide timely, complete, or accurate information required for the Bidder to perform its obligations, provided that the Bidder promptly notifies the Agency of any known deficiency in the information received and takes reasonable steps to perform once accurate and complete information is received.

This Section does not relieve the Bidder of its obligations to perform the services described in this Scope of Service using information actually provided to it.

3.9 HIPAA Acknowledgment

The parties acknowledge that the services provided by the Bidder under this Scope of Service relate to enrollment and disenrollment in the Plan and, to the extent permitted under HIPAA, are deemed to be performed by the Bidder on behalf of the Agency in its capacity as sponsor of the plan. The Bidder may not use or disclose enrollment or disenrollment information it receives from the Agency with respect to a particular participant to provide additional services to the participant, or for any other purpose not expressly set forth in the resulting contract, with MDOC’s expressed written consent.

3.10 Bidder will:

a. Have no duty with respect to the funding of premiums by MDOC or qualified beneficiaries who elect COBRA;

b. Not be liable for paying any premiums of a qualified beneficiary to a

Carrier or MDOC to the extent that the Bidder did not receive the corresponding payment from the qualified beneficiary. MDOC or third party;

c. Not be liable for any failure of MDOC to remit to the Carriers of the Plan any funds MDOC receives from the Bidder;

d. Not be liable for any failure of MDOC to reconcile its Carrier billings to online reports provided by the Bidder through employer web portal;

e. Not be liable for any retroactive premium rate changes requested by

MDOC;

f. Not be liable for any failure of MDOC to modify its Carrier billing and notify Carriers of a COBRA Continuant's termination from COBRA coverage when Bidder remits premiums paid by continuants to MDOC;

g. Not be responsible for failure of delivery of any notice mailed by Bidder using the qualified beneficiary information provided to the Bidder by MDOC; and

h. Not be responsible for any loss or damage suffered by any participant, continuant, Employer or Plan, should the Bidder fail to give a required notice or a complete notice because the Bidder did not receive notice of an event for which a notice was required, the Bidder did not receive complete information or the Bidder received incorrect information.

4. AGENCY RESPONSIBILITIES

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MDOC will ensure a successful partnership with the successful Bidder by providing the following:

4.1 MDOC will provide accurate Covered Employee counts to Bidder on a monthly basis or as requested by Bidder. MDOC shall have forty-five (45) days from the date of the invoice to correct a Covered employee count for credit or refund.

4.2 MDOC will provide complete demographic and benefit information to Bidder for its current COBRA Continuants on or by the date agreed upon during the implementation process.

4.3 Within seven (7) days of employees, their spouses, and/or dependents obtaining coverage under the Plan, MDOC shall enter or upload an electronic file via the employer web portal containing complete demographic and benefit election information.

4.4 Using the procedures specified by the Bidder, MDOC shall notify the Bidder of any qualifying event (including but not limited to the initial qualifying event and the second qualifying event) or the date coverage is lost due to the qualifying event within seven (7) days after MDOC obtains knowledge or receives notice of such event with respect to an employee, spouse or dependent. Bidder does not provide any services related to state continuation coverage under this Agreement.

4.5 Unless directed otherwise by Bidder, MDOC will provide notice of a qualifying event by entering the required qualifying event information directly into the employer web portal or by uploading an electronic file via the employer web portal.

MDOC is solely responsible for determining whether an employee, spouse or dependent has experienced an initial qualifying event under the Plan and the date of the qualifying event.

4.6 MDOC will be responsible for reconciling Carrier billings with the online reports provided by the Bidder through the employer web portal. Most Carries restrict the ability to retroactively terminate COBRA coverage (even in cases of non-payment:

of premiums by the COBRA Continuant). Bidder will not be liable for paying any loss or damage (including premiums) to MDOC with respect to any retroactive termination or COBRA coverage. Provided that the Bidder has performed in accordance with this Agreement. The Bidder reserves all rights to decline to implement any retroactive changes in premium rates requested by MDOC, retroactive beyond thirty (30) days.

4.7 MDOC will be responsible for selecting a determination period and establishing and advising Bidder of the applicable premium rates to be charged for COBRA continuation coverage. MDOC will notify Bidder in writing at least forty-five (45) days in advance of the applicable billing date of any changes in premium rates affecting COBRA coverage under the Plan and at least forty-five (45) days in

RFx No. 3140004700 – COBRA Administrative Services Page 9 of 26 advance of the applicable billing date of any changes in premium rates during an open enrollment period, so that the Bidder has time to process the changes prior to the effective date.

4.8 MDOC will be solely responsible for differences in premium payments when notification of premium rate changes is not provided to Bidder at least forty-five

(45) days in advance, causing payments made by COBRA continuants to be incorrect for the new determination period.

4.9 To the extent necessary, MDOC will advise Bidder of any changes in the benefits and options provided by the Plan.

4.10 MDOC will be responsible for complying with the Patient Protection and Affordable Care Act of 2010 ("PPACA "), ERISA, the Health Insurance Portability and Accountability Act of 1996 and the Health Information Technology for Economic and Clinical Health Act (commonly referred to as the HITECH Act) together with the regulations promulgated under the foregoing from time to time by the United States Department of Health and Human Services (collectively, as amended from time to time, "HIPAA"), the Internal Revenue Code (the "Code"), and other applicable law and regulation, other than for the COBRA administrative services responsibilities assumed by the Bidder under this resulting contract.

4.11 MDOC will review and be responsible for the payment of all claims under the Plan and ERISA, including, without limitation, claims and appeals for benefits and claims and appeals for eligibility determinations under the Plan. Bidder is not responsible to receive or review claims for benefits under the Plan and will not be liable for the payment or funding of any claims for benefits in connection with the Plan, including, without limitation, where sought as damages in an action against MDOC or the Plan or for any activity or occurrences prior to the Effective Date of the resulting contract, provided that such failure did not result from the services performed by the Bidder in accordance with this resulting contract.

4.12 MDOC will maintain and provide written internal compliance procedures used for notifying the Bidder of a newly Covered Employee, spouse or dependent, a qualifying event, a report of terminations for each tax year, or when there are premium rate and benefit changes in the event of an IRS or any third-party audit.

4.13 MDOC will provide for the release of information necessary for COBRA compliance and administration under the resulting contract.

4.14 MDOC will provide plan and benefit descriptions (e.g., Summary of Benefits and Coverage (SBC), Summary Plan Description (SPD) and benefit plan booklets, etc.)

to qualified beneficiaries during open enrollment. Bidder’s standard process is to provide a link to these additional materials through the qualified beneficiary web portal for viewing and printing. If requested by MDOC, Bidder must be able to include these additional materials with its standard open enrollment/rate change

RFx No. 3140004700 – COBRA Administrative Services Page 10 of 26 letter as long as MDOC provides Bidder with an electronic PDF image of the additional open enrollment materials. A handling fee will apply for these additional materials.

4.15 Reliance on information and Instructions

a. Bidder must be able to provide the services in accordance with this resulting contract based on information that is provided to the Bidder by MDOC or any agent or representative of MDOC or qualified beneficiary.

For this purpose, "Information" means all data, records and other information supplied to the Bidder, obtained by the Bidder or produced by the Bidder (based on data, records or other information supplied to, or obtained by, the Bidder) in connection with performing the services pursuant to the resulting contract, regardless of the form of the information (e.g., paper, oral, electronic etc.) or the manner in which the information is provided to the Bidder.

b. MDOC has authorized and instructed the Bidder in this resulting contract to implement its standard administrative forms and procedures to provide services in accordance with the resulting contract. Bidder must be able to maintain such forms in compliance with the content requirements of applicable law. Bidder’s standard administrative procedures may be revised by the Bidder at any time without notice. Bidder shall be fully protected in relying upon representations by MDOC set forth in the resulting contract. Bidder will be fully protected in relying upon communications made by or on behalf of MDOC in effecting its obligations under this Agreement. Bidder is entitled to rely on the most current information in its possession when providing services under the resulting contract.

c. Bidder is not responsible for any acts or omissions it makes in reliance upon: (i) the direction or consent of MDOC or any agent or representative of MDOC or a qualified beneficiary; or (ii) inaccurate, misleading or incomplete information.

d. MDOC and the Bidder will agree that if MDOC instructs the Bidder with a specific written request (in a format reasonably acceptable to the Bidder) to provide services in a manner other than in accordance with the Bidder’s standard forms and procedures, Bidder may (but need not) comply with such a request. To the extent that the Bidder complies with such requests, MDOC and not the Bidder shall be solely responsible for the Bidder’s action so taken.

e. If MDOC uses the social security number ("SSN") as the Employee ID and requires that the Bidder set up its systems to use the SSN in the Employee ID field.

4.16 Online MDOC Account

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In the event MDOC accesses services provided by the Bidder online or through any mobile or other electronic devices ("Online Account"), MDOC is solely responsible for:

a. Designating who is authorized to have access to the Online Account;

b. Safeguarding all of MDOC's passwords, usernames, logins or other security features used to access the Online Account ("Online Account Access");

c. MDOC's use of the Online Account under any usernames, logins or passwords;

d. Ensuring that use of the Online Account complies fully with the provisions of the resulting contract; and

e. Any unauthorized access or use of' the Online Account caused by MDOC's actions or inactions, including, without limitation, its failure to safeguard the Online Account or Online Account Access. MDOC is solely responsible for the maintenance and routine review of its own computing and electronic system usage and the security of its own data, data storage, computing devices, other electronic systems, and network connectivity, in each case other than with respect to the Online Account.

MDOC acknowledges and agrees that the Bidder is not liable to MDOC, MDOC's employees or any other third party to the extent any consequences, losses or damages resulting from unauthorized access or use of the Online Account caused by MDOC's failure to perform its responsibilities as set forth in this Section.

4.17 Plan Tax Obligations

The Plan and/or MDOC on behalf of the Plan is responsible for any state or federal tax, fee, assessment, surcharge and/or penalty imposed, assessed or levied against or with respect to the Plan and/or Bidder relating to the Plan or the services provided by the Bidder pursuant to the resulting contract, including those imposed pursuant to PPACA, as amended from time to time. This includes the funding, remittance, and determination of the amount due for PPACA, required taxes and fees. In the event that the Bidder is required to pay or elects to pay any such tax, fee, assessment, surcharge and/or penalty, Bidder must be able to report the payment to MDOC along with documentation of the payment and MDOC will promptly reimburse the Bidder for such amount (or for MDOC's proportionate share of such amount, as determined by the Bidder). This payment will be in addition to the fees described in the resulting contract. MDOC is at all times will be responsible for the tax consequences of the establishment and operation of the Plan. Bidder is responsible for all taxes based upon its net income and its property ownership.

4.18 Acknowledgement

MDOC acknowledges and agrees that the services provided by the Bidder pursuant

RFx No. 3140004700 – COBRA Administrative Services Page 12 of 26 to the resulting contract relate to enrollment and disenrollment in the Plan and that these services to the extent permitted under HIPAA shall be deemed to be performed by the Bidder on behalf of MDOC in its capacity as the sponsor of the Plan. Bidder must acknowledge and agrees that it may not use or disclose enrollment or disenrollment information that it receives from MDOC with respect to a particular participant to provide additional services to the participant or for any other purpose not expressly set forth in in the resulting contract without the express written consent of MDOC in its sole discretion.

4.19 Carrier Notifications

Bidder’s standard practice must be to notify the insurance carrier or "carrier" of a qualified beneficiary's enrollment in, changes to or termination from COBRA coverage. If MDOC instructs the Bidder to instead send all such notifications to MDOC or to a third party other than the carrier, MDOC: (a) is responsible to ensure the carrier is updated in a timely manner; (b) is responsible to provide urgent updates to the carriers in a timely manner as necessary; (c) accepts all responsibility and liability for the carrier notifications.

5. SOLICITATION CLAUSES

5.1 ACKNOWLEDGMENT OF AMENDMENTS. Bidder shall acknowledge

receipt of any amendment to the RFQ in writing. The acknowledgment shall be submitted to MDOC by signing and returning the provided signature form via email to the email address listed on the form. Each bidder shall submit a written acknowledgment of every amendment to the MDOC on or before the submission deadline.

5.2 CERTIFICATION OF INDEPENDENT PRICE DETERMINATION. By

submitting a proposal, the bidder certifies that the prices submitted in response to the solicitation have been arrived at independently and without any consultation, communication, or agreement with any other bidder or competitor for the purpose of restricting competition.

5.3 CONTRACT RIGHTS. Contract rights do not vest in any party until a contract is legally executed. The MDOC is under no obligation to award a contract following issuance of this solicitation.

5.4 EXPENSES INCURRED IN THE PROCUREMENT PROCESS. All parties participating in the procurement process with regard to this solicitation shall bear their own costs of participation, pursuant to Section 1.4.4 of the Public Procurement Review Board Office of Personal Service Contract Review Rules and Regulations.

5.5 MINOR INFORMALITIES AND IRREGULARITIES. The MDOC has the

right to waive minor defects or variations of a proposal from the exact requirements

RFx No. 3140004700 – COBRA Administrative Services Page 13 of 26 of the specifications that do not affect the price, quality, quantity, delivery, or performance of the services being procured and if doing so does not create an unfair advantage for any bidder. If insufficient information is submitted by a Bidder for MDOC to properly evaluate the offer, MDOC has the right to require such additional information as it may deem necessary after the submission deadline, provided that the information requested does not change the price, quality, quantity, delivery, or performance time of the services being procured and such a request does not create an unfair advantage for any bidder. (Information requested may include, for example, a copy of business or professional licenses, or a work schedule.)

5.6 OFFEROR’S REPRESENTATION REGARDING CONTINGENT FEES. By

responding to the solicitation, the offeror represents that it has not retained any person or agency on a percentage, commission, or other contingent arrangement to secure this contract. If the offeror cannot make such a representation, a full and complete explanation shall be submitted in writing with the offeror’s response.

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ATTACHMENT A:

CONTRACT CLAUSES FOR SERVICE CONTRACTS

1. 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.

2. 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 if this contract is not approved by the PPRB and/or OPSCR, it is void and no payment shall be made hereunder.

3. ATTORNEYS’ FEES AND EXPENSES. In the event Contractor defaults on any obligations under this Agreement, Contractor shall pay to MDOC all costs and expenses, without limitation, incurred by MDOC 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 MDOC be obligated to pay attorneys’ fees or legal costs to Contractor.

4. 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.

5. AVAILABILITY OF FUNDS. It is expressly understood and agreed that the obligation of MDOC 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, MDOC shall have the right upon 10 business days written notice to Contractor, to terminate this agreement without damage, penalty, cost or expenses to the MDOC of any kind whatsoever. The effective date of termination shall be as specified in the notice of termination.

6. COMPLIANCE WITH EQUAL OPPORTUNITY IN EMPLOYMENT POLICY.

Contractor understands that the MDOC is an equal opportunity MDOC and therefore, maintains a policy which prohibits unlawful discrimination based on race, color, creed, RFx No. 3140004700 – COBRA Administrative Services Page 15 of 26 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.

7. 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.

8. CONFIDENTIALITY. MDOC is a public agency of the State of Mississippi and is subject to the Mississippi Public Records Act of 1983. Mississippi Code Annotated §§ 25- 61-1, et seq. If a public records request is made for any information provided to MDOC by Contractor, MDOC shall follow the provisions of Mississippi Code Annotated §§ 25- 61-9 and 79-23-1 before disclosing such information – unless Contractor has previously indicated the information is not a trade secret or confidential commercial and financial information. The MDOC shall not be liable to the Contractor for disclosure of information required by court order or required by law.

9. CONTRACT ASSIGNMENT AND SUBCONTRACTING. Contractor acknowledges that it was selected by MDOC 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 MDOC, 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 MDOC shall be null and void. Approval of a subcontract by the MDOC shall not be deemed to be approval of the incurrence of any additional obligation of the MDOC. Subcontracts shall be subject to the terms and conditions of this agreement and to any conditions of approval that MDOC may deem necessary. Subject to the foregoing, this agreement shall be binding upon the respective successors and assigns of the parties.

10. CONTRACTOR PERSONNEL. The MDOC 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 MDOC reasonably rejects staff or subcontractors, Contractor must provide replacement staff or subcontractors satisfactory to the MDOC in a timely manner and at no additional cost to the MDOC. The day-to-day supervision and control of Contractor’s employees and subcontractors is the sole responsibility of Contractor.

11. 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 MDOC prior to contract execution.

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12. 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 at the earliest reasonable opportunity, unless prohibited by law from doing so. 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.

13. 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 law on “Timely Payments for Purchases by Public Bodies” laws which generally provides for payment of undisputed amounts by the Agency within 45 calendar days of receipt of invoice. Mississippi Code Annotated § 31-7- 301 et seq.

14. 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 MDOC subject to approval by any agencies of the United State Government.

Contractor further represents and warrants that any person assigned to perform services hereafter meets 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.

15. ENTIRE AGREEMENT. This agreement, including all contract documents, 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 MDOC 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

RFx No. 3140004700 – COBRA Administrative Services Page 17 of 26 herein. Accordingly, this agreement shall not be construed or interpreted in favor of or against the MDOC or Contractor on the basis of draftsmanship or preparation hereof.

16. FAILURE TO DELIVER. In the event of failure of Contractor to deliver services in accordance with the contract terms and conditions, the MDOC, 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 MDOC may have.

17. FAILURE TO ENFORCE DOES NOT CONSTITUTE WAIVER. Failure by the

MDOC 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 contracts or any part thereof or the right of the MDOC to enforce any provision at any time in accordance with its terms.

18. 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 MDOC may exercise any rights it has under the contract which are available when neither party is in default.

19. INDEMNIFICATION. To the fullest extent allowed by law, Contractor shall indemnify, defend, save and hold harmless, protect, and exonerate the MDOC, 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 MDOC’s sole discretion, upon approval of the Office of the Mississippi Attorney General and the MDOC, 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 MDOC.

Contractor shall be solely responsible for all costs and/or expenses associated with such defense, and the MDOC shall be entitled to participate in said defense. Contractor shall

RFx No. 3140004700 – COBRA Administrative Services Page 18 of 26 not settle any claim, suit, etc. without the concurrence of the Office of the Mississippi Attorney General, and the MDOC, which shall not be unreasonably withheld.

20. 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 MDOC. Nothing contained herein shall be deemed or construed by the MDOC, Contractor, or any third party as creating the relationship of principal and agent, master and servant, partners, joint ventures, MDOC and employee, or any similar such relationship between the MDOC and Contractor. Neither the method of computation of fees or other charges, nor any other provision contained herein, nor any acts of the MDOC or Contractor hereunder creates or shall be deemed to create a relationship other than the independent relationship of the MDOC and Contractor.

Contractor’s personnel shall not be deemed in any way, directly or indirectly, expressly or by implication, to be employees of the MDOC. Neither Contractor no its employees shall, under any circumstances, be considered servants, agents, or employees of the MDOC, and the MDOC shall be at no time legally responsible for any negligence or other wrongdoing by Contractor, its servants, agents, or employees.

The MDOC 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 MDOC shall not provide to Contractor any insurance coverage or other benefits, including Workers’ Compensation, normally provided by the MDOC for its employees.

21. LIQUIDATED DAMAGES. When Contractor is given notice that the personal or professional services are being provided in a manner that is deficient as specified in the Termination – Termination for Default clause of this agreement and fails to cure in the time specified, Contractor shall be liable for damages for delay in the amount of Fifty Dollars ($50.00) per calendar day from date set for cure until either the State reasonably obtains similar services if Contractor is terminated for default, or until Contractor provides the services if Contractor is not terminated for default.

22. MODIFICATION OR NEGOTIATION REQUIRED BY CHANGE IN LAW. The parties agree to renegotiate the agreement in good faith if federal and/or state revisions to any applicable laws or regulations make changes in this agreement necessary. This agreement may be modified only by written agreement signed by the parties hereto and approval by the Public Procurement Review Board, if required.

23. 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.

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24. 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.

25. ORAL STATEMENTS. No oral statement of any person shall modify or otherwise affect the terms, conditions, or specifications stated in this contract. All modifications to the contract shall be made in writing by the MDOC, agreed to by Contractor, and approved by the Public Procurement Review Board, if required.

26. OWNERSHIP OF DOCUMENTS AND WORK PAPERS. MDOC 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. Contractor shall deliver such documents and work papers to MDOC 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 MDOC to use such work papers, subject to any copyright protections.

27. PAYMODE. Payments by MDOC 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 MDOC 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.

28. PRIORITY. The contract consists of this agreement, the RFQ, RFx No. 314004700, and the Contractor’s bid submitted in response. 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 the RFQF and, if still unresolved, by reference to the bid.

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.

29. 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 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.

http://www.dfa.ms.gov/

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30. 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 MDOC may terminate this contract at any time for its own convenience.

31. 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 respects in accordance with the contract.