FOREST LEGACY - IFB.pdf

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MISSISSIPPI FORESTRY COMMISSION

3139 Highway 468 West

Pearl, MS 39208

Invitation for Bids (IFB) Mississippi Forestry Commission Forest Legacy Program Administration IFB No.: Forest Legacy 2026 Issue Date: January 15, 2026 RFx Number: 3160007838 SMART RFx Number: 1451-26-R-IFBD-00002

1. Introduction and Purpose The Mississippi Forestry Commission (MFC) is soliciting sealed bids from qualified contractors to perform contract services for the Forest Legacy Program in the defined Forest Legacy Areas within the State of Mississippi. The purpose of this IFB is to establish one or more contracts to ensure capable, qualified and experienced service under MFC management.

This IFB is issued in accordance with Mississippi procurement laws and regulations. All bidders must carefully review the requirements and submit complete responses.

2. Scope of Work

2.1 Contracting Service Requirements

• Duties include the development and distribution of Forest Legacy Program (FLP) promotion and communication materials as needed.

• Update electronic copies of Assessment of Need (AON) for posting on web as needed.

• Organize, promote and facilitate meetings and/or communications with land trusts, conservancies and other interested parties to inform interested parties about the

FLP.

• Enlist partnerships and identify cost share funds and to solicit applications.

• Update the distribution list of land trusts, agencies, partners and others interested in the FLP to use for solicitation of applications and periodic program updates.

• Aid applicants and their representatives with application completion.

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• Coordinate the review and selection of nomination(s) with the State Forest Stewardship Coordinating Committee and submission of the nomination to the USDA Forest Service.

• Facilitate the submission of a nominated tract(s) to the USFS for consideration.

• Attend regional and national FLP meeting to represent Mississippi. Attend National

Land Trust Alliance meeting to represent Mississippi and attend trainings relevant to Mississippi’s program.

• Work with MFC staff to submit annual and semi-annual performance and update all information in the Forest Legacy Information System (FLIS) as required by USFS.

• Serve as point of contact in coordination with MFC FLP Coordinator throughout award period.

• Supervise any subcontractors in coordination with FLP Coordinator.

• Update record-keeping plan for MS for MFC approval. Maintain records of FLP administrative and acquisition grants.

• Aid MFC staff in developing annual administrative and acquisition grant narratives, budgets, and grant applications, as needed.

• Participate in USDA FS Region 8 Review of FLP Proposals, at invitation of USDA.

• Facilitate due diligence of funded FLP acquisitions and provide appraisal review services and development of baseline documentation reports where needed.

• Assist in preparing for Program Reviews and Quality Assurance Inspections of Forest

Legacy Projects as needed.

• Monitor FLP conservation easements, record monitoring reports and submit to

USDA FS.

2.3 Site Conditions

• Not applicable

2.4 Expected Workload

• Work assignments are dictated in large part by Forest Legacy Program approved funding and program requirements and in line with Mississippi Forestry Commission program goals.

3. Contractor Qualifications

3.1 Licensing

• No licenses requirements

3.2 Experience

• Minimum of five (5) years of experience as Forest Legacy Program coordinator

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3.3 Insurance Requirements

Contractors must provide certificates demonstrating: - General liability insurance minimum: $1,000,000 per occurrence. - Worker’s compensation as required by Mississippi law. - Vehicle liability for all equipment used under the contract.

4. Technical Specifications

4.1 Forest Legacy Standards

• Operate within national Forest Legacy Program standards as set forth by USFS.

4.2 Equipment Requirements

• Contractor must provide for their own personal transportation

4.3 Documentation

• All reporting and documentation must be completed as prescribed under Contracting Service Requirements - 2.1

5. Contract Term and Work Assignments

5.1 Contract Duration

• Initial contract term: Five (5) years

5.2 Task Orders

• Not applicable

6. Bid Submission Requirements

6.1 Required Documents

• Bid form (Appendix B)

• Company background and experience summary

• Budget detailing itemized expenses associated with Travel/Meals, Mileage, Air Fare, Administrative Assistance/Technical support, and Project Manager with a sum cost per project.

• Proof of Business:

o Good to do business in Mississippi o Registered with Mississippi Secretary of State

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6.2 Submission Format

• Bids must be sealed and clearly labeled with the IFB number.

• Electronic submissions will be acceptable through:

o Emails: Only email Richard McInnis at rmcinnis@mfc.ms.gov or Rebekah Olander at rolander@mfc.ms.gov o MAGIC: Instructions are provided for registering in MAGIC if needed (Appendix A).

6.3 Deadline

• Bids must be received no later than February 9, 2026, at 10:00:00 a.m.

• Late submissions will not be accepted.

7. Evaluation and Award

7.1 Evaluation Criteria

Awards will be made to the lowest responsible and responsive bidder(s) based on: - Pricing

- Compliance with IFB requirements - Demonstrated experience and capability

The MFC reserves the right to reject bids from vendors whose previous work for the agency was determined to be unsatisfactory.

7.2 Multiple Awards

• Not Applicable

8. Performance Standards

8.1 Quality Control

• Must meet MFC Forest Legacy Program guidelines and requirements as outlined in contracting services requirements 2.1

• Must meet national USFS Forest Legacy Program requirements

8.2 Safety Compliance

• Not applicable

8.3 Non-Performance

• Failure to meet contract requirements may result in termination.

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9. Invoicing and Payment

9.1 Invoicing Requirements

Invoices must include: Detailed report outlining activities completed and hours of labor per activity. Final invoice must cover cost of contractor’s planning labor expense, clerical expense, and any other administrative expenses.

9.2 Payment Schedule

• Payments will be made within thirty (30) days of approved invoice.

10. Appendices

• Appendix A – Instructions on how to sign up/register for MAGIC

• Appendix B – Bid Form

• Appendix C – Sample Contract

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APPENDIX A – MAGIC INSTRUCTIONS

INSTRUCTIONS ON HOW TO SIGN UP FOR MAGIC

To register in MAGIC as a vendor, here are the steps:

www.dfa.ms.gov Direct Links Vendor Services MAGIC Vendor Services State of Mississippi Supplier Registration – complete and submit online. If you need help with the product code, just give me a call.

To register for Paymode (Direct Deposit/EFT), here are the steps:

www.dfa.ms.gov Direct Links Vendor Services Paymode – join now (requires an email and password) – complete and submit online. The vendor must complete this because it pertains to their banking information and no one at Forestry is to assist the vendor.

INFORMATION TO CONTACT MASH (MAGIC Help Desk) Phone Number: (601) 359-1343 Email Address: mash@dfa.ms.gov http://www.dfa.ms.gov/ http://www.dfa.ms.gov/ mailto:mash@dfa.ms.gov

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APPENDIX B – BID FORM

The MISSISSIPPI FORESTRY COMMISSION, 3139 Highway 468 West, Pearl, MS 39208, is seeking to receive bids in January 2026, for:

Personal Service Contracts:

Forest Legacy Grant Coordinator

Company Name: _________________________________

Address: _________________________________

Contact Person: _________________________________

Phone Number: _________________________________

Email address: _________________________________

EIN/Federal Tax ID# _________________________________

On Company Letterhead please provide the following information and attach to this form and return to the purchasing department of the MS Forestry Commission:

Any and all fee, broken down per category (ex. Travel, personnel and all other fees, hourly or total)

RFx Number: 3160007838

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APPENDIX C – SAMPLE CONTRACT (Not Actual Contract)

CONTRACT FOR FOREST LEGACY

1. Parties. The parties to this contract are the Mississippi Forestry Commission (hereinafter “Agency”) and COMPANY (hereinafter “Contractor”).

2. Purpose. The purpose of this contract is for the Agency to engage Contractor to provide A Proposal to Coordinate the Mississippi Forestry Commission’s Forest Legacy Program Implementation for the Agency, and in doing so implement approved federal grants to the Mississippi Forestry Commission.

3. Scope of Services. Contractor will perform and complete in a timely and satisfactory manner the services described in Exhibit “A”, captioned “Scope of Services”, which is attached hereto and made a part hereof by reference.

4. General Terms and Conditions. This contract is hereby made subject to the terms and conditions included in Exhibit “B”, captioned “Additional Terms and Conditions”, which is attached hereto and made a part hereof by reference.

5. Consideration. As consideration for the performance of the services referenced in Exhibit “A”, the Agency agrees to compensate Contractor as provided in Exhibit “C”, captioned “Compensation”, which is attached hereto and made a part hereof by reference.

6. Period of Performance. This contract will become effective for the period beginning DATE, and ending on DATE, upon the approval and signature of the parties hereto. The Agency has the option to renew the contract.

7. Method of Payment. Contractor agrees to accept payments referenced in Paragraph 5, “Consideration”, to be paid as billed by Contractor, upon review and approval by Agency.

Contractor agrees to submit invoices to the Agency, in a monthly billing cycle for all current charges, that contain a detailed account of each billing. The final invoice is to be submitted no later than DATE. Contractor is classified as an independent contractor and not a contractual employee of the Agency. As such, any compensation due and payable to Contractor will be paid as gross amounts. Contractor invoices shall be submitted to the Agency as set forth in Paragraph 22.

8. 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.

9. Approval. 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

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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.

10. Availability of Funds. It is expressly understood and agreed that the obligation of the Agency 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 time 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 the Agency, the Agency shall have the right upon ten (10) working days written notice to Contractor, to terminate this agreement without damage, penalty, cost or expenses to the Agency of any kind whatsoever. The effective date of termination shall be as specified in the notice of termination.

11. Representation Regarding Contingent Fees. Contractor represents that it has not retained a person to solicit or secure a state contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, except as disclosed in Contractor’s bid or proposal.

12. Representation Regarding Gratuities. The bidder, offeror, or Contractor represents that it has not violated, is not violating, and promises that it will not violate the prohibition against gratuities set forth in Section 6-204 (Gratuities) of the Mississippi Public Procurement Review Board office of Personal Service Contract Rules and Regulations.

13. Compliance with Laws. Contractor understands that the Agency 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. Contractor shall comply with, and all activities under this agreement shall be subject to, all applicable federal, State of Mississippi, and local laws and regulations, as now existing and as may be amended or modified.

14. Insurance.

a. Contractor shall maintain insurance which, at a minimum, shall include the following types of insurance and coverage limits:

• Workers’ Compensation as required by the State of Mississippi; and,

• Comprehensive General Liability or Professional General Liability with minimal limits of $1,000,000.00 per occurrence; and,

b. All insurance policies will list the State of Mississippi as an additional insured and upon request, the Contractor will provide copies of any insurance documentation to the Agency.

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c. All insurance policies shall be issued by companies authorized to do business under the laws of the State of Mississippi, meaning insurance carriers must be licensed or hold a Certificate of Authority from the Mississippi Department of Insurance.

d. The Agency reserves the right to request from carriers, certificates of insurance regarding the required coverage.

e. Agencies may require greater limits and will negotiate with Vendors regarding the same. THIS IS THE ONLY NEGOTIABLE TERM.

15. Stop Work Order.

a. Order to Stop Work: The Chief Procurement Officer, may, by written order to Contractor at any time, and without notice to any surety, require Contractor to stop all or any part of the work called for by this contract. This order shall be for a specified period not exceeding 90 days after the order is delivered to Contractor, unless the parties agree to any further period. Any such order shall be identified specifically as a stop work order issued pursuant to this clause. Upon receipt of such an order, Contractor shall forthwith comply with its terms and take all reasonable steps to minimize the occurrence of costs allocable to the work covered by the order during the period of work stoppage. Before the stop work order expires, or within any further period to which the parties shall have agreed, the Chief Procurement Officer shall either:

i. cancel the stop work order; or,

ii. terminate the work covered by such order as provided in the Termination for Default clause or the Termination for Convenience clause of this contract.

b. Cancellation or Expiration of the Order: If a stop work order issued under this clause is canceled at any time during the period specified in the order, or if the period of the order or any extension thereof expires, Contractor shall have the right to resume work. An appropriate adjustment shall be made in the delivery schedule or Contractor price, or both, and the contract shall be modified in writing accordingly, if:

i. the stop work order results in an increase in the time required for, or in Contractor’s cost properly allocable to, the performance of any part of this contract;

and,

ii. Contractor asserts a claim for such an adjustment within 30 days after the end of the period of work stoppage; provided that, if the Chief Procurement Officer decides that the facts justify such action, any such claim asserted may be received and acted upon at any time prior to final payment under this contract.

c. Termination of Stopped Work: If a stop work order is not canceled and the work covered by such order is terminated for default or convenience, the reasonable costs resulting from the stop work order shall be allowed by adjustment or otherwise.

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16. Termination for Convenience.

a. Termination. The Agency Head or designee may, when the interests of the State so require, terminate this contract in whole or in part, for the convenience of the State. The Agency Head or designee shall give written notice of the termination to Contractor specifying the part of the contract terminated and when termination becomes effective.

b. Contractor's Obligations. 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 also terminate outstanding orders and subcontracts as they relate to the terminated work. Contractor shall settle the liabilities and claims arising out of the termination of subcontracts and orders connected with the terminated work. The Agency Head or designee may direct Contractor to assign Contractor’s right, title, and interest under terminated orders or subcontracts to the State.

Contractor must still complete the work not terminated by the notice of termination and may incur obligations as are necessary to do so.

17. Termination for Default.

a. Default. If Contractor refuses or fails to perform any of the provisions of this contract with such diligence as will ensure its completion within the time specified in this contract or any extension thereof, or otherwise fails to timely satisfy the contract provisions, or commits any other substantial breach of this contract, the Agency Head or designee may notify Contractor in writing of the delay or nonperformance and if not cured in ten (10) days or any longer time specified in writing by the Agency Head or designee, such officer may terminate Contractor’s right to proceed with the contract or such part of the contract as to which there has been delay or a failure to properly perform. In the event of termination in whole or in part, the Agency Head or designee may procure similar supplies or services in a manner and upon terms deemed appropriate by the Agency Head or designee.

Contractor shall continue performance of the contract to the extent it is not terminated and shall be liable for excess costs incurred in procuring similar goods or services

b. Contractor's Duties. Notwithstanding termination of the contract and subject to any directions from the Chief Procurement Officer, Contractor shall take timely, reasonable, and necessary action to protect and preserve property in the possession of Contractor in which the State has an interest.

c. Compensation. Payment for completed services delivered and accepted by the State shall be at the contract price. The State may withhold from amounts due Contractor such sums as the Agency Head or designee deems to be necessary to protect the State against loss because of outstanding liens or claims of former lien holders and to reimburse the State for the excess costs incurred in procuring similar goods and services.

d. Excuse for Nonperformance or Delayed Performance. Except with respect to defaults of subcontractors, Contractor shall not be in default by reason of any failure in performance

P a g e 12 | 24 of this contract in accordance with its terms (including any failure by Contractor to make progress in the prosecution of the work hereunder which endangers such performance) if Contractor has notified the Agency Head or designee within 15 days after the cause of the delay and the failure arises out of causes such as: acts of God; acts of the public enemy;

acts of the State and any other governmental entity in its sovereign or contractual capacity;

fires; floods; epidemics; quarantine restrictions; strikes or other labor disputes; freight embargoes; or unusually severe weather. If the failure to perform is caused by the failure of a subcontractor to perform or to make progress, and if such failure arises out of causes similar to those set forth above, Contractor shall not be deemed to be in default, unless the services to be furnished by the subcontractor were reasonably obtainable from other sources in sufficient time to permit Contractor to meet the contract requirements. Upon request of Contractor, the Agency Head or designee shall ascertain the facts and extent of such failure, and, if such officer determines that any failure to perform was occasioned by any one or more of the excusable causes, and that, but for the excusable cause, Contractor’s progress and performance would have met the terms of the contract, the delivery schedule shall be revised accordingly, subject to the rights of the State under the clause entitled (in fixed-price contracts, “Termination for Convenience,” in cost-reimbursement contracts, “Termination”).

(As used in this Paragraph of this clause, the term “subcontractor” means subcontractor at any tier).

e. Erroneous Termination for Default. If, after notice of termination of Contractor’s right to proceed under the provisions of this clause, it is determined for any reason that the contract was not in default under the provisions of this clause, or that the delay was excusable under the provisions of Paragraph (4) (Excuse for Nonperformance or Delayed Performance) of this clause, the rights and obligations of the parties shall, if the contract contains a clause providing for termination for convenience of the State, be the same as if the notice of termination had been issued pursuant to a termination for convenience.

f. Additional Rights and Remedies. The rights and remedies provided in this clause are in addition to any other rights and remedies provided by law or under this contract.

18. Termination Upon Bankruptcy. This contract may be terminated in whole or in part by the Agency upon written notice to Contractor, if Contractor should become the subject of bankruptcy or receivership proceedings, whether voluntary or involuntary, or upon the execution by Contractor of an assignment for the benefit of its creditors. In the event of such termination, Contractor shall be entitled to recover just and equitable compensation for satisfactory work performed under this contract, but in no case shall said compensation exceed the total contract price.

19. 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,” which generally provides for payment of undisputed amounts by the agency within forty-five (45) days of receipt of invoice. Mississippi Code Annotated § 31-7-301 et seq.

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20. E-Verification. If applicable, Contractor represents and warrants that it will ensure its compliance with the Mississippi Employment Protection Act of 2008, and will register and participate in the status verification system for all newly hired employees. Mississippi Code Annotated §§ 71-11-1 et seq. The term “employee” as used herein means any person that is hired to perform work within the State of Mississippi. As used herein, “status verification system” means the Illegal Immigration Reform and Immigration Responsibility Act of 1996 that is operated by the United States Department of Homeland Security, also known as the E-Verify Program, or any other successor electronic verification system replacing the E-Verify Program. Contractor agrees to maintain records of such compliance. Upon request of the State and after approval of the Social Security Administration or Department of Homeland Security when required, Contractor agrees to provide a copy of each such verification. 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 agreement may subject Contractor to the following:

a. termination of this contract for services and ineligibility for any state or public contract in Mississippi for up to three (3) years with notice of such cancellation/termination being made public;

b. 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 for up to one (1) year; or,

c. both.

In the event of such cancellation/termination, Contractor would also be liable for any additional costs incurred by the State due to Contract cancellation or loss of license or permit to do business in the State.

21. Transparency. This contract, including any accompanying exhibits, attachments, and appendices, is subject to the “Mississippi Public Records Act of 1983,” and its exceptions. See Mississippi Code Annotated §§ 25-61-1 et seq. and Mississippi Code Annotated § 79-23-1. In addition, this contract is subject to the provisions of the Mississippi Accountability and Transparency Act of 2008. Mississippi Code Annotated §§ 27-104-151 et seq. Unless exempted from disclosure due to a court-issued protective order, a copy of this executed contract is required to be posted to the Mississippi Department of Finance and Administration’s independent agency contract website for public access at http://www.transparency.mississippi.gov. Information identified by Contractor as trade secrets, or other proprietary information, including confidential vendor information or any other information which is required confidential by state or federal law or outside the applicable freedom of information statutes, will be redacted.

22. Paymode. Payments by state agencies using the State’s accounting system shall be made and remittance information provided electronically as directed by the State. These payments shall be deposited into the bank account of Contractor’s choice. The State may, at its sole discretion, require Contractor to electronically submit invoices and supporting documentation at any time during the

P a g e 14 | 24 term of this Agreement. Contractor understands and agrees that the State is exempt from the payment of taxes. All payments shall be in United States currency.

23. Procurement Regulations. The contract shall be governed by the applicable provisions of the Mississippi Public Procurement Review Board Office of Personal Service Contract Review Rules and Regulations, a copy of which is available at 501 North West Street, Suite 1300 Jackson, Mississippi 39201 for inspection, or downloadable at http://www.DFA.ms.gov.

24. 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.

25. 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 Agency 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 Agency for the period of the contract. The amount is only an estimate and Contractor understands and agrees that the Agency 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 the Agency 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.

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

DATE

By: ____________________________________ [Contractor Signatory] [Contractor Signatory Title] [Contractor]

DATE

By: ____________________________________ [Signatory Name] [Signatory Title] [Agency]

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EXHIBIT A: SCOPE OF SERVICES

I. Contractor shall provide services on an as-needed basis in the following service:

The Contractor will coordinate all communications with the Agency through Richard McInnis.

CONTRACTOR RESPONSIBILITY:

The Contractor will coordinate all communications with the Agency through Richard McInnis, Assistant State Forester

A. Duties include the development and distribution of Forest Legacy Program (FLP) promotion and communication materials as needed.

B. Update electronic copies of Assessment of Need (AON) for posting on web as needed.

C. Organize, promote and facilitate meetings and/or communications with land trusts, conservancies and other interested parties to inform interested parties about the FLP.

D. Enlist partnerships and identify cost share funds and to solicit applications.

E. Update the distribution list of land trusts, agencies, partners and others interested in the

FLP to use for solicitation of applications and periodic program updates.

F. Aid applicants and their representatives with application completion.

G. Coordinate the review and selection of nomination(s) with the State Forest Stewardship

Coordinating Committee and submission of the nomination to the USDA Forest Service.

H. Facilitate the submission of a nominated tract(s) to the USFS for consideration.

I. Attend regional and national FLP meeting to represent Mississippi. Attend National Land

Trust Alliance meeting to represent Mississippi and attend trainings relevant to Mississippi’s program.

J. Work with MFC staff to submit annual and semi-annual performance and update all information in the Forest Legacy Information System (FLIS) as required by USFS.

K. Serve as point of contact in coordination with MFC FLP Coordinator throughout award period.

L. Supervise any subcontractors in coordination with FLP Coordinator.

M. Update record-keeping plan for MS for MFC approval. Maintain records of FLP administrative and acquisition grants.

N. Aid MFC staff in developing annual administrative and acquisition grant narratives, budgets, and grant applications, as needed.

O. Participate in USDA FS Region 8 Review of FLP Proposals, at invitation of USDA.

P. Facilitate due diligence of funded FLP acquisitions and provide appraisal review services and development of baseline documentation reports where needed.

Q. Assist in preparing for Program Reviews and Quality Assurance Inspections of Forest

Legacy Projects as needed.

R. Monitor FLP conservation easements, record monitoring reports and submit to USDA FS.

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II. SAFETY INFORMATION

1. Not Applicable

III. PERSONNEL

1. The MFC reserves the right to bar from work on the project any Contractor personnel who, in the opinion of the Contract Supervisor, violated contract terms, or is unsafe, or otherwise unsatisfactory.

IV. TECHNICAL SPECIFICATIONS

Unless stated otherwise, all work performed shall conform to National Forest Legacy Program guidelines and standards.

A. SPECIAL REQUIREMENTS

1. Not Applicable

V. LICENSES, PERMITS & FEES

Not Applicable

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EXHIBIT B: ADDITIONAL 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. Approval. It is understood that this contract requires approval by the Public Procurement Review Board. If this contract is not approved, it is void and no payment shall be made hereunder.

3. Attorney’s 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. Authority to Contract. Contractor warrants: (a) that it is a validly organized business with valid authority to enter into this agreement; (b) that it is qualified to do business and in good standing in the State of Mississippi; (c) 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, (d) 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. Information Designated by Contractor as Confidential. Any disclosure of those materials, documents, data, and other information which Contractor has designated in writing as proprietary and confidential shall be subject to the provisions of Mississippi Code Annotated §§ 25-61-9 and 79-23-1. As provided in the contract, the personal or professional services to be 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. Any liability resulting from the wrongful disclosure of confidential information on the part of Contractor or its subcontractor shall rest with Contractor.

Disclosure of any confidential information by Contractor or its subcontractor without the express written approval of the Agency shall result in the immediate termination of this agreement.

6. Confidentiality. Notwithstanding any provision to the contrary contained herein, it is recognized that the Agency is a public agency of the State of Mississippi and is subject to the Mississippi Public Records Act. Mississippi Code Annotated §§ 25-61-1 et seq. If a public records request is made for any information provided to the Agency pursuant to the agreement and designated by the

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Contractor in writing as trade secrets or other proprietary confidential information, the Agency shall follow the provisions of Mississippi Code Annotated §§ 25-61-9 and 79-23-1 before disclosing such information. The Agency shall not be liable to the Contractor for disclosure of information required by court order or required by law.

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

8. Debarment and Suspension. Contractor certifies to the best of its knowledge and belief, that it:

a. is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transaction by any federal department or agency or any political subdivision or agency of the State of Mississippi;

b. has not, within a three year period preceding this proposal, been convicted of or had a civil judgment rendered against it for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state, or local) transaction or contract under a public transaction;

c. has not, within a three year period preceding this proposal, been convicted of or had a civil judgment rendered against it for a violation of federal or state antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property;

d. is not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state or local) with commission of any of these offenses enumerated in paragraphs two (2) and (3) of this certification; and,

e. has not, within a three year period preceding this proposal, had one or more public transactions (federal, state, or local) terminated for cause or default.

9. Disclosure of Confidential Information. In the event that either party to this agreement receives notice that a third party requests divulgence of confidential or otherwise protected information and/or has served upon it a subpoena or other validly issued administrative or judicial process ordering divulgence of confidential or otherwise protected information that party shall promptly inform the other party and thereafter respond in conformity with such subpoena 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.

P a g e 19 | 24

10. Exceptions to Confidential Information. Contractor and the State shall not be obligated to treat as confidential and proprietary any information disclosed by the other party (“disclosing party”) which:

a. is rightfully known to the recipient prior to negotiations leading to this agreement, other than information obtained in confidence under prior engagements;

b. is generally known or easily ascertainable by nonparties of ordinary skill in the business of the customer;

c. is released by the disclosing party to any other person, firm, or entity (including governmental agencies or bureaus) without restriction;

d. is independently developed by the recipient without any reliance on confidential information;

e. is or later becomes part of the public domain or may be lawfully obtained by the State or Contractor from any nonparty; or,

f. is disclosed with the disclosing party’s prior written consent.

11. Errors in Extension. If the unit price and the extension price are at variance, the unit price shall prevail.

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

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

14. Final Payment. Upon satisfactory completion of the work performed under this contract, as a condition before final payment under this contract, or as a termination settlement under this contract, Contractor shall execute and deliver to the Agency a release of all claims against the State arising under, or by virtue of, the contract, except claims which are specifically exempted by Contractor to be set forth therein. Unless otherwise provided in this contract, by state law, or otherwise expressly agreed to by the parties in this contract, final payment under the contract or settlement upon termination of this contract shall not constitute waiver of the State’s claims against Contractor under this contract.

15. 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

P a g e 20 | 24 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.

16. 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.

17. Indemnification. To the fullest extent allowed by law, Contractor shall indemnify, defend, save and hold harmless, protect, and exonerate the agency, 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 upon approval of the Office of the Mississippi Attorney General, 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. 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 of the Office of the Mississippi Attorney General, which shall not be unreasonably withheld.

18. 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 the Agency, and the Agency shall be at no time legally responsible for any negligence or other wrongdoing by Contractor, its servants, agents, or employees. The Agency 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 Agency shall not provide to Contractor any

P a g e 21 | 24 insurance coverage or other benefits, including Worker’s Compensation, normally provided by the State for its employees.

19. Integrated Agreement/Merger. 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 State and Contractor. Contractor acknowledges that it has thoroughly read all contract documents and has had the opportunity to receive competent advice and counsel necessary for it to form a full and complete understanding of all rights and obligations herein. Accordingly, this agreement shall not be construed or interpreted in favor of or against the State or Contractor on the basis of draftsmanship or preparation hereof.

20. 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.

21. No Limitation of Liability. Nothing in this agreement shall be interpreted as excluding or limiting any tort liability of Contractor for harm caused by the intentional or reckless conduct of Contractor or for damages

22. 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 the Agency: For Contractor:

[Agency Contact]

[Agency Contact Title] [Agency]

[ADDRESS]

[CITY, STATE, Zip]

[Contractor Contact] [Contractor Contact Title]

[Contractor]

[ADDRESS]

[CITY, STATE, Zip]

23. 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.

24. 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 must be made in writing by the Agency and agreed to by Contractor.

25. Ownership of Documents and Work Papers. The Agency 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

P a g e 22 | 24 administrative and quality assurance files and internal project correspondence. Contractor shall deliver such documents and work papers to the Agency 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 the Agency and subject to any copyright protections.

26. Priority. The contract consists of this agreement, the Invitation for Bids (IFB No. RFx 3160007838), and the bid submitted by [Contractor] as reflected on the IFB. Any ambiguities, conflicts or questions of interpretation of this contract shall be resolved by first, reference to this agreement with exhibits and, if still unresolved, by reference to the IFB. 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.

27. 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. The program shall include providing daily supervision and conducting frequent inspections of Contractor’s staff and ensuring that accurate records are maintained describing the disposition of all complaints. The records so created shall be open to inspection by the Agency.

28. 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.