Contract #27-333-3333-740

STATE OF MISSISSIPPI DEPARTMENT OF REHABILITATION SERVICES CONTRACT

FOR PROFESSIONAL SERVICES

1. Parties. The parties to this contract are the Mississippi Department of Rehabilitation Services

(hereinafter “MDRS”) and Picture of Health, Inc. (hereinafter “Contractor”).

2. Purpose. The purpose of this contract is for MDRS to engage Contractor to provide certain professional services as set forth in RFQ 3120003341, issued by MDRS and incorporated herein by reference.

Contractor is one of the vendors selected through the above referenced RFQ.

3. General Terms and Conditions. This contract is hereby made subject to the terms and conditions included in Exhibit “A”, attached hereto and incorporated herein, captioned “General Terms and

Conditions.”

4. Scope of Services. Contractor will perform and complete in a timely and satisfactory manner the services described in Exhibit “B”, attached hereto and incorporated herein, captioned “Scope of Services.”

5. Consideration. As consideration for the performance of the services referenced in Exhibit “B”, MDRS agrees to compensate Contractor as provided in Exhibit “B”, attached hereto and incorporated herein, captioned “Compensation.”

6. Period of Performance. This contract will become effective for the period beginning September

9, 2026 and ending on September 8, 2027, upon the approval and signature of the parties hereto. MDRS has the option to renew the contract for four (4) successive one-year period(s) not to exceed a maximum of five (5) year contract period of performance.

7. Notices. All notices required or permitted to be given under this agreement must 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 Exhibit “C”, attached hereto and incorporated herein, captioned “Notifications.”

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.

_________________________ By: ________________________________________________

DATE Samandra Murphy, Chief of Staff

Mississippi Department of Rehabilitation Services

DATE Terrance McGill

Picture of Health, Inc.

EXHIBIT A

GENERAL TERMS AND CONDITIONS

1. Anti-assignment/subcontracting. Contractor acknowledges that it was selected by the State 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 the State, which the State may, in its sole discretion, approve or deny without reason. Any attempted assignment or transfer of its obligations without such consent shall be null and void. No such approval by the

State of any subcontract shall be deemed in any way to provide for the incurrence of any obligation of the State in addition to the total fixed price agreed upon in this agreement. Subcontracts shall be subject to the terms and conditions of this agreement and to any conditions of approval that the State may deem necessary. Subject to the foregoing, this agreement shall be binding upon the respective successors and assigns of the parties.

2. 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 the State. Contractor shall comply with applicable federal, state, and local laws and regulations.

3. Attorneys’ Fees and Expenses. Subject to other terms and conditions of this agreement, in the event Contractor defaults in any obligations under this agreement, Contractor shall pay to the State all costs and expenses

(including, without limitation, investigative fees, court costs, and attorney’s fees) incurred by the State in enforcing this agreement or otherwise reasonably related thereto. Contractor agrees that under no circumstances shall the customer be obligated to pay any attorney’s fees or costs of legal action to Contractor.

4. Availability of Funds. It is expressly understood and agreed that the obligation of MDRS to proceed under this agreement is conditioned upon the appropriation of funds by the Mississippi State Legislature and the receipt of state and/or federal funds. If the funds anticipated for the continuing fulfillment of the agreement are, at any time, not forthcoming or insufficient, either through the failure of the federal government to provide funds or of the State of Mississippi to appropriate funds or the discontinuance or material alteration of the program under which funds were provided or if funds are not otherwise available to MDRS, MDRS shall have the right upon ten (10) working days written notice to Contractor, to terminate this agreement without damage, penalty, cost or expenses to MDRS of any kind whatsoever. The effective date of termination shall be as specified in the notice of termination.

5. Compliance with Equal Opportunity in Employment Policy. Contractor understands that MDRS 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.

6. 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.

7. Conflict of Interest. Contractor represents, to the best of his or her 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. Contractor must also refrain from using confidential or protected personally identifiable information for any other purpose other than to perform the duties required by this contract.

8. Disputes. Any dispute concerning a question of fact arising under this Contract shall be disposed of by good faith negotiation between duly authorized representative of MDRS and the Contractor. Disputes that cannot be resolved in this manner shall be determined by a court of competent jurisdiction in Hinds County, Mississippi.

Pending final decision of a dispute, the Contractor shall proceed diligently with the performance of its obligation in this agreement.

9. 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 45 calendar days of receipt of invoice. Mississippi Code Annotated § 31-7-301, et seq

10. 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 Agency 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.

11. Entire Agreement. This Contract constitutes the entire agreement of the parties with respect to the subject matter contained herein and supersedes and replaces any and all prior negotiations, understandings and agreements, written or oral, between the parties relating thereto.

12. Failure to Deliver. In the event of failure of Contractor to deliver services in accordance with the contract terms and conditions, MDRS, 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 MDRS may have.

13. Failure to Enforce. Failure by MDRS 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 MDRS to enforce any provision at any time in accordance with its terms.

14. Force Majeure. Each party shall be 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 State immediately in writing of the cause of its inability to perform, how it affects its performance, and the anticipated duration of the inability to perform. Delays in delivery or in meeting completion dates due to force majeure events shall automatically extend such dates for a period equal to the duration of the delay caused by such events, unless the State determines it to be in its best interest to terminate the agreement.

15. HIPAA Compliance. Contractor agrees to comply with the “Administrative Simplification” provisions of the

Health Insurance Portability and Accountability Act of 1996, including electronic data interchange, code sets, identifiers, security, and privacy provisions, as may be applicable to the services under this contract.

16. Indemnification. To the fullest extent allowed by law, Contractor shall indemnify, defend, save and hold harmless, protect, and exonerate MDRS, 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 attorney’s 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 State’s sole discretion, 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 State.

Contractor shall be solely responsible for all costs and/or expenses associated with such defense, and the State shall be entitled to participate in said defense. Contractor shall not settle any claim, suit, etc. without the State’s concurrence, which the State shall not unreasonably withhold.

17. 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 State. Nothing contained herein shall be deemed or construed by the State, 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 State and Contractor. Neither the method of computation of fees or other charges, nor any other provision contained herein, nor any acts of the State or Contractor hereunder creates, or shall be deemed to create a relationship other than the independent relationship of the State and Contractor. Contractor’s personnel shall not be deemed in any way, directly or indirectly, expressly or by implication, to be employees of the State.

Neither Contractor nor its employees shall, under any circumstances, be considered servants, agents, or employees of MDRS, and MDRS shall be at no time legally responsible for any negligence or other wrongdoing by Contractor, its servants, agents, or employees. MDRS 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, MDRS shall not provide to Contractor any insurance coverage or other benefits, including Worker’s Compensation, normally provided by the State for its employees.

18. Insurance. The Contractor represents that it will maintain workers’ compensation insurance as required by the

State of Mississippi which shall inure to the benefit of all the Contractor’s personnel provided hereunder. The

Mississippi Department of Rehabilitation Services reserves the right to request from carriers, certificates of insurance regarding the required coverage. Insurance carriers must be licensed or hold a Certificate of Authority from the Mississippi Department of Insurance.

19. Modification or Renegotiation. This agreement may be modified only by written agreement signed by the parties hereto. The parties agree to renegotiate the agreement if federal and/or state revisions of any applicable laws or regulations make changes in this agreement necessary.

20. 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.

21. Non-solicitation of Employees. Each party to this agreement agrees not to employ or to solicit for employment, directly or indirectly, any persons in the full-time or part-time employment of the other party until at least six

(6) months after this agreement terminates unless mutually agreed to in writing by the State and Contractor.

22. Ownership of Documents and Work Papers. MDRS 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 MDRS 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. Contractor shall be entitled to use such work papers only after receiving written permission from MDRS and subject to any copyright protections.

Additionally, Contractor assures that any and all information regarding clients of MDRS will be kept strictly confidential pursuant to 34 CFR 361.38 and will become the property of MDRS. Contractor assures that MDRS shall have full access to all information collected. The Contractor is prohibited from use of the above described information and/or materials without the express written approval of MDRS.

Paper documents containing Personally Identifiable Information must be destroyed by burning, pulping, shredding, macerating, or other similar means that ensures the information cannot be recovered. If there are electronic devices and media (for example, computers, disk drives, CD’s, Jump/Flash drives, magnetic tape, etc.)

that need to be disposed of, please contact MDRS for further guidance on approved methods on destroying electronic devices and related media.

23. Paymode. Payments by MDRS 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.

MDRS 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.

24. Personally Identifiable Information. Contractor will not disclose or release any Personally Identifiable

Information (PII) to which the Contractor has access except as required to do so to authorized employees and officials within the scope of the Contractor’s duties under this contract. Furthermore, Contractor acknowledges that any unauthorized disclosure of the information provided under this contract may violate the terms of Section

1106 of the Social Security Act and the Privacy Act, 5 U.S.C. 552a and subject the Contractor to penalties.

25. 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 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.

26. 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 MDRS may terminate this contract at any time for its own convenience.

27. 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 State 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. 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, whichever is later.

28. Recovery of Money. Whenever, under the contract, any sum of money shall be recoverable from or payable by

Contractor to MDRS, the same amount may be deducted from any sum due to Contractor under the contract or under any other contract between Contractor and MDRS. The rights of MDRS are in addition and without prejudice to any other right MDRS may have to claim the amount of any loss or damage suffered by MDRS on account of the acts or omissions of Contractor.

29. 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.

30. 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 MDRS 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

MDRS 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.

31. 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 MDRS 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.

32. Requirements Contract. During the period of the contract, Contractor shall provide all the service described in the contract. Contractor understands and agrees that this is a requirements contract and that the Mississippi

Department of Rehabilitation Services 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 Mississippi Department of Rehabilitation Services for the period of the contract. The amount is only an estimate and Contractor understands and agrees that MDRS is under no obligation to Contractor to buy 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 MDRS 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.

33. Right to Audit. Contractor shall maintain such financial records and other records as may be prescribed by

MDRS or by applicable federal and state laws, rules, and regulations. Contractor shall retain these records for a period of three years after final payment, or until they are audited by MDRS, 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 the Mississippi State Auditor’s Office, its designees, or other authorized bodies.

34. 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.

35. Stop Work Order. MDRS 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 MDRS. Upon receipt of such an order, Contractor shall forthwith comply with its terms and take all reasonable steps to minimize any further cost to MDRS. Upon expiration of the stop work order, Contractor shall resume providing the services which were subject to the stop work order, unless MDRS has terminated that part of the agreement or terminated the agreement in its entirety. MDRS is not liable for payment for services which were not rendered due to the stop work order.

36. Termination.

Termination for Convenience. MDRS may, when the interests of the Agency so require, terminate this contract in whole or in part, for the convenience of the Agency. MDRS 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 MDRS gives the Contractor a notice that the personal or professional services are being provided in a manner that is deficient, the Contractor shall have 30 days to cure the deficiency. If the

Contractor fails to cure the deficiency, MDRS may terminate the contract for default and the Contractor will be liable for the additional cost to MDRS 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.

37. Trade Secrets, Commercial and Financial Information. It is expressly understood that Mississippi law requires that the provisions of this contract which contain the commodities purchased or the personal or professional services provided, the 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 and shall be available for examination, copying, or reproduction.

38. Waiver. No delay or omission by either party to this agreement in exercising any right, power, or remedy hereunder or otherwise afforded by contract, at law, or in equity shall constitute an acquiescence therein, impair any other right, power or remedy hereunder or otherwise afforded by any means, or operate as a waiver of such right, power, or remedy. No waiver by either party to this agreement shall be valid unless set forth in writing by the party making said waiver. No waiver of or modification to any term or condition of this agreement will void, waive, or change any other term or condition. No waiver by one party to this agreement of a default by the other party will imply, be construed as or require waiver of future or other defaults.

39. Approval Clause. It is understood that if this contract requires approval by the Public Procurement Review

Board and/or the Mississippi Department of Finance and Administration Office of Personal Service Contract

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

EXHIBIT “B”

SCOPE OF SERVICES

Under general administrative direction, the Contractor shall serve as a consulting specialist for the Office of

Disability Determination Services of the MDRS. The Contractor carries out the prescribed procedures relating to a part of the documentation requirements necessary in completing disability determinations on applications for

Social Security Disability Benefits. In carrying out the responsibilities of a consulting psychology specialist, the

Contractor will perform one or more of the following functions:

1. Determine the severity of impairments by reviewing and evaluating medical evidence obtained in conjunction with applications for disability benefits under provisions of the Social Security Act. This includes written evaluations and completion of specified forms as required by Social Security regulations.

2. Review case records and provide written evaluation of the adequacy of documentation and make recommendations for further development.

3. Review and sign completed determinations.

4. Upon request, assist in rebuttal preparations by providing analysis on relevant medical issues.

5. Maintain an accuracy rate of 95% or higher.

6. Attend, watch, prepare or present, without compensation, up to two (2) hours per month of required training for SSA and MDRS in program and administrative policy. May also participate in other activities

(excluding case ratings or determination signing) as requested by MDRS Administration to include but not limited to preparation/presentation of training, discussion of program and/or administrative issues, etc.

Participation in excess of two (2) hours will be compensated as described below in Exhibit “C”.

The services provided by the Contractor are a necessary contribution to and are a part of processing and adjudicating disability claims. Therefore, Contractor will avoid any conflict or appearance of conflict between the interest of the Social Security Administration and his/her own personal interest. Contractor agrees to disqualify himself/herself from acting on any official matter which involves a relative, personal acquaintance, his/her own records or any case in which he/she has prior knowledge or experience. Additionally, all claimant information coming within the knowledge of the Contractor in the performance of his/her contractual obligations is confidential and the Contractor assures that such information will be properly safeguarded, used only for the purpose for which provided, and shall not be released to unauthorized persons.

The services provided by Contractor shall be at MDRS' office and, upon mutual consent of the parties, at other designated locations for authorized medical and program related activities. Contractor shall be required to perform said services on-site at the MDRS offices for a minimum of four hours per calendar month. These work hours shall be conducted in at least one hour increments during regular office hours. In order to ensure timely case processing, a proposed biweekly work schedule shall be provided to the supervisor and the supervisor shall be informed of any changes that may be necessary.

EXHIBIT “C”

COMPENSATION

As consideration for the performance of the services referenced in Exhibit “B”, MDRS agrees to compensate

Contractor at the rates detailed below. Contractor shall be paid on a biweekly delayed payroll schedule, a copy of which schedule shall be provided to Contractor by MDRS. In order to ensure timely payment, Contractor shall submit an invoice to MDRS by the next working day after the end of the biweekly payroll period. Contractor shall include appropriate documentation with each invoice. Travel expenses allowable per state travel regulations shall be submitted on a separate invoice.

It is expressly understood and agreed that in no event will the total compensation to be paid hereunder exceed the specified amount of One Million Six Hundred Fifty Thousand Dollars ($1,650,000.00) per state fiscal year.

MEDICAL SPECIALIST CONSULTING RATES

1. Completed Assessment and Insufficient Evidence Reviews

a. Forty-Seven Dollars ($47.00) per non-CDR case

b. Fifty-Five Dollars ($55.00) per CDR case

2. Review and Signing of Pre-Prepared Assessments

a. Thirty-Four Dollars ($34.00) per non-CDR case

b. Forty-Two Dollars ($42.00) per CDR case

3. Determination Signing:

a. Five Dollars ($5.00) per end line case review/signature

4. Rating Correction:

a. MDRS will make no payment to the Contractor for correction or completion of errors or omissions found in found in a quality assurance review process or by other administrative review.

5. Other Activities:

a. Sixty Dollars ($60.00) per hour.

b. Other activities include training beyond two hours per month, preparing and presenting training, and any other administratively requested or required activity other than case rating or determination signing.

c. Any hours related to the activity of training as stated above must be approved by the Director of the DDS program, in consultation with the Executive Director, prior to such hours being incurred.

Approval must be documented in writing and signed by the DDS Director and the Contractor.

Any training hours not approved by the DDS Director prior to such hours being incurred may be deemed by MDRS as ineligible for payment.

d. In special situations and with prior approval by MDRS, MDRS will reimburse costs, at state rates, of travel expenses incurred by the Contractor when performing “other activities”, including Sixty

Dollars ($60.00) per hour for travel time. Total time spent performing “other activities”, including travel time, shall not exceed eight (8) hours per day.

6. Special Reviews:

a. Sixty Dollars ($60.00) per non-CDR and CDR case

EXHIBIT “D”

NOTIFICATIONS

Notices. All notices required or permitted to be given under this agreement must 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 MDRS: Billy Taylor, Executive Director

Post Office Box 1698

Jackson, Mississippi 39215-1698

[with Copy to Contract Coordinator]

For the Contractor: Terrance McGill

Picture of Health, Inc.

300 New Jersey Avenue NW, Suite 300

Washington D.C., 20001

Mississippi Department of Finance and Administration Office of Personal Service Contract Review

Petition for Relief from Competitive Sealed Bidding Requirements Miss. Code Ann. § 31-7-403 and § 31-7-413

PPRB OPSCR Rules and Regulations Sections 6.3 and 6.8.4

Agency: ______________________________________________________________________

Requested Date for PPRB Approval: ___________________________________________

Procurement Method Requested: _____________________________________________

Intended Initial Contract Term:________________________________________________

Intended Renewal Terms Available: ___________________________________________

Number of Contracts Intended to be Awarded:_________________________________

Anticipated Contract Amount:_________________________________________________

The Agency intends to solicit the following service(s) and/or scope of work:

MDRS

May 6, 2026

RFQ

August 7, 2026 to August 6, 2027

4 optional 1-year renewals

1-5

$275,000 - $1,100,000

In carrying out the responsibilities of a consulting specialist, the Consultant will provide services including, but not limited to:

? Determination of the severity of impairments by reviewing and evaluating medical evidence obtained in conjunction with applications for disability benefits under provisions of the Social Security Act. This includes written evaluations and completion of specified forms as required by Social Security regulations.

? Review of case records and provide written evaluation of the adequacy of documentation and make recommendations for further development.

? Review of and signed execution of completed determinations.

? Upon request, assist in rebuttal preparations by providing analysis on relevant medical issues.

? Maintenance of an accuracy rate of 95% or higher.

? Attend, watch, prepare or present, without compensation, up to two (2) hours per month of required training for SSA and MDRS in program and administrative policy. May also participate in other activities (excluding case ratings or determination signing) as requested by MDRS Administration including but not limited to preparation/presentation of training, discussion of program and/or administrative issues, etc.

Participation in excess of two (2) hours will be compensated as described below in Exhibit “C”.

? Make adequate contributions to the medical unit queues by contributing a minimum of 15-20 hours per week (average of 2 cases per hour) in efforts to assist the agency in maintaining appropriate medical review timelines in accordance with SSA standards.

Docusign Envelope ID: 3449B5E7-4E71-4853-B078-40248AD4F0A9

Petition for Relief from

Competitive Sealed Bidding Requirements

Office of Personal Service Contract Review

As explained below, use of an Invitation for Bids is: not practicable not advantageous both

The Agency intends to use the following Evaluation Factors:

DRS believes that an RFQ would be the most appropriate method to procure these services. The use of competitive bidding is not practical as the contractors are compensated on a per case basis at a rate established by MDRS. An RFQ allows the agency to be able to effectively evaluate each respondent's individualized qualifications and ability to provide these services beyond the minimum requirements.

MDRS has successfully used the RFQ method in the past for these services and the agency has been pleased with the statement of qualifications submissions and services provided by the vendors currently on contract. Furthermore, the agency desires to award these contracts based on more than price alone. Competitive bidding would be counterproductive to the business of the agency due to the scope of services requiring a certain degree of technical and professional expertise. MDRS believes that expertise, experience and education are overriding factors in providing these services to our clients.

Qualifications (Education and License): Mandatory

? Cost (Price) [40 points] ? Management Phase 1- Interview or Performance Evaluation [30 points] o Performance evaluations shall only be allowed when an applicant has previously performed medical or psychological consulting services of this type for the Office of Disability Determination Services in MDRS.

? Management Phase 2- Education, Work History, and Experience [30 points]

Petition for Relief from

Competitive Sealed Bidding Requirements

Office of Personal Service Contract Review

Is the Agency setting the price? Yes No If yes, please provide an explanation:

Are these services currently being provided to the Agency? Yes No

If yes, who is currently providing the services?

Agency Representative for PPRB Meeting: _______________________________

The Agency Representative will attend: In Person Remote *The option to attend remotely is not available to Agencies located in Hinds, Rankin, or Madison counties.

By signing below, I certify that all information provided herein is true, correct, and complete to the best of my knowledge.

Chief Procurement Officer Date

Chief Procurement Officer Name: _____________________________________________

Telephone Number: ________________ Email Address:___________________________

The PPRB may modify or revoke its approval of the Petition for Relief at any time. The Board’s approval must be “reviewed for current applicability from time to time.” Miss. Code Ann. §31-7- 403(4). Therefore, a solicitation cannot be issued from this Petition for Relief if the Board’s approval occurred more than one year prior to the date the solicitation will be issued.

These rates are set with the assistance of the Social Security Administration and are based on rates set by similar states within the region.

multiple doctors

Lee Shirley

Samandra Murphy

601-853-5240 SMurphy@mdrs.ms.gov

3/18/2026

REQUEST FOR QUALIFICATIONS

RFx Number: RFQ 3120003341

To Provide: Medical and Psychological Consulting Services

Issue Date: June 30, 2026

CLOSING LOCATION

Mississippi Department of Rehabilitation

1281 Highway 51 North

Madison, Mississippi 39110

REQUEST FOR QUALIFICATIONS COORDINATOR

Lee Shirley, Director of Contracts

Telephone: (601) 853-5217

Email: LShirley@mdrs.ms.gov

CLOSING DATE AND TIME

Qualifications must be received by July 31, 2026, 10:00 AM CST.

SECTION 1. REQUEST FOR QUALIFICATIONS OVERVIEW

1.1 Qualifications Acceptance Period

The original unredacted version of the proposal, as well as a version REDACTED for confidential commercial or financial information and/or trade secrets, 2 copies total, shall be signed and submitted in a sealed envelope or package to 1281 Highway 51 North, Madison, Mississippi 39110 no later than the time and date specified for receipt of qualifications. Please note that redacted bids are considered a public record. The envelope should also include 1 electronic copy of the original proposal and 1 copy of the redacted proposal on a USB Flash

Drive in a searchable Adobe Acrobat (PDF) format. Timely submission is the responsibility of the respondent.

Qualifications received after the specified time shall be rejected and shall remain unopened in the procurement file. The envelope or package shall be marked with the Request for Qualifications opening date and time, and the number of the Request for Qualifications. The time and date of receipt shall be indicated on the envelope or package by the Director of Policy and Contracts. Modifications or additions to any portion of the procurement document may be cause for rejection of the proposal. The Mississippi Department of

Rehabilitation Services (MDRS) reserves the right to decide, on a case-by-case basis, whether to reject a proposal with modifications or additions as non-responsive. As a precondition to proposal acceptance, MDRS may request the respondent to withdraw or modify those portions of the proposal deemed non- responsive that do not affect quality, quantity, price, or delivery of the service. MDRS reserves the right to cancel this solicitation prior to the award of contracts.

1.1.1 Timeline

• Request for Qualifications (RFQ) Issue Date: June 30, 2026

• Deadline for Vendor Questions to MDRS: July 10, 2026 5:00 PM CST

• Anticipated Posting of Answers to Questions: July 17, 2026 5:00 PM CST

• Statement of qualifications Submission Deadline: July 31, 2026, 10:00 AM CST

• Selection Completed: Prior to August 4, 2026

1.1.2 Rejection of Qualifications

Statement of qualifications which do not conform to the requirements set forth in this Request for

Qualifications may be rejected by MDRS. Qualifications may be rejected for reasons which include, but are not limited to, the following:

1) The statement of qualifications contains unauthorized amendments to the requirements of the

Request for Qualifications.

2) The statement of qualifications is conditional.

3) The statement of qualifications is incomplete or contains irregularities which make the statement of qualifications indefinite or ambiguous.

4) The statement of qualifications is received late.

5) The statement of qualifications is not signed by an authorized representative of the party.

6) The statement of qualifications contains false or misleading statements or references.

7) The statement of qualifications does not offer to provide all services required by the Request for Qualifications.

1.2 Expenses Incurred in Statement of Qualifications

MDRS accepts no responsibility for any expense incurred by the respondent in the preparation and presentation of a statement of qualifications. Such expenses shall be borne exclusively by the respondent.

1.3 Proprietary Information

The respondent should mark any and all pages of the statement of qualifications considered to be proprietary information which may remain confidential in accordance with Mississippi Code Annotated §§ 25- 61-9 and

79-23-1 (1972, as amended). Any pages not marked accordingly will be subject to review by the general public after award of the contract. Requests to review the proprietary information will be handled in accordance with applicable legal procedures.

1.4 Registration with Mississippi Secretary of State

By submitting a statement of qualifications, the respondent certifies that it is registered to do business in the

State of Mississippi as prescribed by the Mississippi Secretary of State or, if not already registered, that it will do so within seven (7) business days of being offered an award. Sole proprietors are not required to register with the Mississippi Secretary of State.

1.5 Debarment

By submitting a statement of qualifications, the respondent certifies that it is not currently debarred from submitting statements of qualifications for contracts issued by any political subdivision or agency of the State of Mississippi or Federal government, and that it is not an agent of a person or entity that is currently debarred from submitting statements of qualifications for contracts issued by any political subdivision or agency of the

State of Mississippi.

1.6 Competitive Qualifications

Discussions may be conducted with respondents who submit qualifications determined to be reasonably susceptible of being selected for award. Likewise, MDRS also reserves the right to accept any qualifications as submitted for contract award, without substantive negotiation of proposed terms, services or prices. For these reasons, all parties are advised to propose their most favorable terms initially.

1.7 Additional Information

Questions about the award agreement or technical portions of the procurement document must be submitted in writing to Lee Shirley, Director of Contracts at Post Office Box 1698, Jackson, Mississippi 39215-1698 or

LShirley@mdrs.ms.gov. Respondents are cautioned that any statements made by contact persons that cause a material change to any portion of the procurement document shall not be relied upon unless subsequently ratified by a formal written amendment to the procurement document. All questions and requests for clarifications must be submitted by the deadline specified in Section 1.1.1 and made in writing. The person submitting the question or request for clarification is responsible for its timely delivery. All questions, request for clarifications, and answers received by the deadline shall be published as an amendment on the agency website and onto the Mississippi Contract/Procurement Opportunity Search Portal in a manner that all will be able to view by the deadline specified in Section 1.1.1.

1.8 Acknowledgement of Amendment

Should an amendment to the RFQ be issued, it will be posted on the MDRS website (http://www.mdrs.ms.gov) and the Mississippi Transparency website (http://www.transparency.mississippi.gov) in a manner that all respondents will be able to view. Further, respondents must acknowledge receipt of any amendment to the solicitation by signing and returning the amendment with the bid package, by identifying the amendment number and date in the space provided for this purpose on the bid form, or by letter. The acknowledgment should be received by MDRS by the time and at the place specified for receipt of bids as reflected in Section 1.1 and

Attachment A. It is the respondent’s sole responsibility to monitor the website for amendments to the RFQ.

1.9 Type of Contract

Compensation for services will be in the form of a firm fixed-price agreement.

1.10 Written Statement of Qualifications

All statements of qualifications shall be in writing.

SECTION 2. DESCRIPTION AND PURPOSE OF PROCUREMENT

2.1 Compensation for Services

The compensation for services will be as follows:

• Case Rating and Consultation:

o Forty-Seven Dollars ($47.00) per non-CDR case o Fifty-Five Dollars ($55.00) per CDR case

• Review and Signing of Pre-Prepared Assessments:

o Thirty-Four Dollars ($34.00) per non-CDR case o Forty-Two Dollars ($42.00) per CDR case

• Determination Signing:

o Five Dollars ($5.00) per end line case review/signature

• Rating Correction:

o MDRS will make no payment to the Contractor for correction or completion of errors or omissions found in a quality assurance review process or by other administrative review.

• Other Activities:

o Sixty Dollars ($60.00) per hour.

o Other activities include training beyond two hours per month, preparing and presenting training, and any other administratively requested or required activity other than case rating or determination signing.

o Any hours related to the activity of training as stated above must be approved by the Director of the

DDS program, in consultation with the Executive Director, prior to such hours being incurred. Approval must be documented in writing and signed by the DDS Director and the Contractor. Any training hours not approved by the DDS Director prior to such hours being incurred may be deemed by MDRS as ineligible for payment.

o In special situations and with prior approval by MDRS, MDRS will reimburse costs, at state rates, of http://www.mdrs.ms.gov/ travel expenses incurred by the Contractor when performing “other activities”, including Sixty Dollars

($60.00) per hour for travel time. Total time spent performing “other activities”, including travel time, shall not exceed eight (8) hours per day.

• Special Reviews:

o Sixty Dollars ($60.00) per non-CDR and CDR case

2.2 Purpose

The Mississippi Department of Rehabilitation Services is seeking to establish a contract for consulting medical and psychological services. The Consulting Specialists will carry out the prescribed procedures relating to a part of the documentation requirements necessary in completing disability determinations on applications for Social Security Disability Benefits. It is understood that any contract resulting from RFQ

3120003341 requires approval by the Public Procurement Review Board.