IFB#3140003991 MS BLUE BOOK PRINTING & BINDING.pdf

Invitation for Bid #3140003991 Printing and Binding

MISSISSIPPI OFFICIAL AND STATISTICAL REGISTER (Blue Book)

ISSUE DATE:

September 11, 2024

ISSUING AGENCY: Mississippi Secretary of State’s Office 125 S. Congress Street, Suite 1600 Jackson, Mississippi 39201

Sealed Bids, subject to the conditions made a part hereof, shall be received by Thursday, September 26, 2024 at 2:00 PM (CDT) in the Secretary of State’s Office at 125 S. Congress Street, Jackson, Mississippi, 39201, for furnishing services described herein. It is the Respondent’s responsibility to ensure that all addenda have been reviewed and, if applicable, signed and returned.

IMPORTANT NOTE: Indicate firm name and Invitation for Bid #3140003991 on the front or the Subject Line of each bid envelope, package, or electronic mail.

Direct all inquiries concerning this Invitation for Bid to:

Joette Pickle

Mississippi Secretary of State’s Office

125 S. Congress Street, Suite 1600, Jackson, Mississippi 39201

Email: Joette.Pickle@sos.ms.gov

Note 1: It is the Respondent’s responsibility to ensure that all addenda have been reviewed and, if applicable, signed and returned.

1. MISSISSIPPI SECRETARY OF STATE’S OVERVIEW

The Mississippi Secretary of State (“MSOS” or “Secretary”) seeks a vendor to provide printing and binding services for the Mississippi Official and Statistical Register, hereinafter referred to as the Blue

Book, in accordance with Miss. Code Ann. §39-5-15, which states: “An official and statistical register of the State of Mississippi shall be compiled by the Secretary of State after each general election, to contain brief sketches of the several state officials, the members of Congress from Mississippi, the

Supreme Court and Court of Appeals judges, the members of the Senate and House of Representatives of the State of Mississippi; a roster of all state and county officials, lists of all state institutions, with officials; state and county population and election statistics, and miscellaneous statistics.” Signed, sealed (or emailed) bids will be accepted until 2:00 PM CDT, Thursday, September

26, 2024, at 125 S. Congress Street, Suite 1600, Jackson, Mississippi, 39201, Joette.Pickle@sos.ms.gov.

The 2020-2024 Mississippi Official and Statistical Register was published in print and electronic form.

The printed Blue Book was published as a perfect bound and case bound book. The Blue Book was also published in interactive and static versions on the MSOS website. The 2020-2024 Blue Book may be viewed at www.sos.ms.gov.

mailto:Joette.Pickle@sos.ms.gov http://www.sos.ms.gov/

Secretary desires to enter into an agreement for printing and binding services for production of the

2024-2028 Mississippi Official and Statistical Register (Blue Book).

The MSOS anticipates publishing approximately 525 pages each per copy.

Additional information about the Mississippi Secretary of State’s Office may be found at our website www.sos.ms.gov.

2. INQUIRIES ABOUT Invitation for Bid

Prospective respondents may make written inquiries concerning this Invitation for Bid to obtain clarification of requirements. Please send inquiries to Joette Pickle via electronic mail at

Joette.Pickle@sos.ms.gov. Inquiries will be answered individually to the respondent submitting the inquiry, within two (2) business days. All inquiries should be marked

“URGENT INQUIRY” Mississippi Secretary of State’s Office, Invitation for Bid #3140003991 Printing and Binding Services MISSISSIPPI OFFICIAL AND STATISTICAL REGISTER.

Acknowledgement of Amendments: Respondents shall acknowledge receipt of any amendment to the solicitation by signing and returning the amendment with the bid, by identifying the amendment number and date in the space provided for this purpose on the bid form, or by letter. The acknowledgement must be received by the Secretary of State by the time and at the place specified for receipt of bid.

3. ADDENDUM OR SUPPLEMENT TO Invitation for Bid

A. In the event it becomes necessary to revise any part of this Invitation for Bid, an addendum to this Invitation for Bid will be sent to potential Vendor group. Respondents shall not rely on any other interpretations, changes or corrections in the formation or submission of their bid.

B. Additional terms and conditions submitted with the bid are of no effect unless accepted in writing by the Mississippi Secretary of State’s Office. In the sole discretion of the Mississippi

Secretary of State’s Office, bids containing any additional terms and conditions may be rejected as nonresponsive.

4. ADMINISTRATIVE INFORMATION

A. Issuing Office

This Invitation for Bid is issued by the following office:

Mississippi Secretary of State’s Office

Finance Division

125 S. Congress Street, Suite 1600, Jackson, Mississippi 39201

B. Schedule of Critical Dates

The following dates are for planning purposes only unless otherwise stated in this Invitation for

Bid. Progress towards their completion is at the sole discretion of the Mississippi Secretary of

State’s Office.

Invitation for Bid Initiated Wednesday September 11, 2024

Advertisement #1-Clarion Ledger & MS Procurement Technical Assistance Program (MPTAP)

12:00 PM CST, Wednesday, September 11, 2024

Advertisement #2- Clarion Ledger & MS Procurement Technical Program MPTAP)

4:00 PM CST, Wednesday September 18, 2024

Bid Submission Deadline 2:00 PM CST, Thursday, September 26, 2024

Proposed Award Date Thursday, October 3, 2024

Proposed Contract Effective Date Thursday, October 13, 2024

5. GENERAL REQUIREMENTS

A. The Secretary reserves the right to reject all bids.

B. In case of default of vendor, Secretary reserves the right to purchase any or all items and/or services in default in open market, charging contractor with all costs.

C. All materials, products and/or services offered must be guaranteed to meet the requirements of the specifications referred to in this Invitation for Bid.

D. The Secretary reserves the right to make an award which is determined to be in the best interest of the State of Mississippi.

E. Vendor certifies that the prices submitted in response to the solicitation have been arrived at independently and without, for the purpose of restricting competition, any consultation, communication, or agreement with any other proposer or competitor relating to those prices, the intention to submit a proposal or the methods or factors used to calculate the prices.

F. The contract shall be governed by and construed in accordance with the laws of the State of

Mississippi, excluding its conflicts of law’s 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.

G. The contract shall be governed by the applicable provisions of the Mississippi Procurement

Manual set forth by the Mississippi Public Procurement Review Board and the Office of Purchasing, Travel and Fleet Management, a copy of which is available at 501 North West

Street, Suite 701E, Jackson, Mississippi 39201 for inspection, or downloadable at http://www.DFA.ms.gov.

6. INSTRUCTIONS AND SPECIAL CONDITIONS

A. At a minimum, the following items should be included in the contents of the Bid:

1. A cover letter indicating the scope of the quote. The letter should include a statement indicating acceptance of the Service Agreement and clearly identify any proposed revisions or modifications to the standard contract. The letter should include a statement of exceptions to any of the terms and conditions outlined in this Invitation for Bid. Cover letter should be no more than three (3) pages in length.

2. Corporate Structure, Credentials and Prior Experience (failure to respond each item below, may affect your evaluation)

a. The number of years of experience in printing and production services.

b. A minimum of three (3) major customers for whom Respondent provides similar services in size and scope, including contact information for each customer.

c. A listing of all major accounts terminated in the past five (5) years with reason for termination and customer account contact information.

d. Staffing levels and support proposed to implement the project requested of this Request for Quote. Describe the composition of the production team assigned to work with the Mississippi Secretary of State’s Office to produce the Blue Book, including a description of the relevant experience of those involved.

e. Respondent shall provide a service manager assigned as the point of contact to the Mississippi Secretary of State’s Office for all inquiries or concerns related to the project, including service issues or interruptions and billing disputes or questions, etc.; and,

f. The office location to be used for printing must be identified in the response

(physical address of office) as well as specific information on the processes, experience, and equipment to be used at such location(s).

g. Signed Bid Forms for print and reprint, as set forth in Exhibit B.

3. Operations and Ability to Perform

a. Provide detailed discussion related to vendor’s ability to meet the requirements of this Invitation for Bid as set forth in Exhibit C, Scope of

Services.

B. Samples

1. At a minimum, provide three (3) bound samples relating to the scope of services as provided in this Request for Quote. All provided illustrative samples must be produced at the same facility proposed for the printing and binding of the Blue Book. Each sample must be labeled with the criteria the sample is illustrating along with the date of production, location of production and the name and contact information for the facility where the product was produced. Client information for each sample must be provided along with contact phone number and email address. Samples will be evaluated on an Acceptable/Not Acceptable basis with Acceptable defined as quality which meets the Mississippi Secretary of State’s publication standards for this specific project.

7. COST REQUIREMENTS

A. Vendor certifies that the prices submitted in response to the solicitation have been arrived at independently and without, for the purpose of restricting competition, any consultation, communication or agreement with any other vendor or competitor relating to those prices, the intention to submit a bid, or the methods or factors used to calculate the prices in its bid.

B. Vendor’s proposed cost shall be inclusive of all services and materials (binding, photocopies, etc.), travel expenses, per diem, digital image retrieval and/or conversion of images, design and/or all other expenses and incidentals incurred by the vendor in the provision of services requested in this Invitation for Bid.

C. Vendor shall provide cost with subtotals for each deliverable as well as a total price, in the form described in Exhibit C below.

D. Vendor shall provide a project schedule with benchmarks for production measurements upon which payment will be made.

E. Respondents shall submit their Cost Bid in the manner described in Exhibits B & C.

8. SCOPE OF SERVICES (See Exhibit C)

9. EVALUATION

A selection committee shall review and evaluate all responses. The committee will have only the response to the solicitation to review for selection of the finalists. It is therefore important that respondents emphasize specific information pertinent to the work.

A. Bids for the printing and binding of the Blue Book will be evaluated on the following factors:

• The plan for performing required services - 20%

• Ability to Perform the services as reflected by technical training and education, general experience, specific experience in providing the required services, and the qualifications and abilities of personnel proposed to be assigned to perform the services - 20%

• The personnel, equipment, and facilities to perform the services currently available or demonstrated to be made available at the time of contracting - 10%

• A record of past performance of similar work, samples (3) - 10%

• Cost - 30%

B. MSOS reserves the right to request additional information or clarification of a bid. The Vendor’s cooperation during the evaluation process in providing the MSOS staff with adequate responses to request for clarification will be considered a factor in the evaluation of the

Vendor’s overall responsiveness. Lack of such cooperation or failure to provide the information in a manner required may, at the Secretary’s discretion, result in the disqualification of the Vendor’s bid.

C. MSOS reserves the right to request oral presentations if additional information and/or clarification is required.

12. AWARD

A. If a satisfactory contract cannot be negotiated with the highest qualified Vendor, negotiations will be formally terminated in writing. Negotiations shall then be undertaken with the second rated Vendor and so on.

B. A contract and purchase order will be issued after the award and will become an integral part of the contract process.

C. A written notice to proceed will be issued prior to commencement of services.

D. The awarded respondent(s) will be expected to enter a contract that is in substantial compliance with the Mississippi Secretary of State’s Office’s contract (See Service Agreement).

Proposals should include any desired changes to the contract. Some clauses are prohibited by applicable state law from revision. Significant changes to the contract may be cause for rejection of a bid.

13. BID SUBMISSION

A. Bids shall be submitted via hand delivery, US Mail, or electronic mail (if sending via electronic mail, samples will need to be sent separately as hand delivery or US mail delivery).

• One (1) original and four (4) copies of technical and cost bids should be sealed in a package with “Invitation for Bid #3140003991 Printing and Binding Services MISSISSIPPI OFFICIAL AND STATISTICAL REGISTER” in the lower left-hand corner. Each submitted package should be a complete copy. The original shall be marked on the first page “Original”

B. The bid package (including samples) must be received on or before 2:00 PM CDT, Sept. 26, 2024. It is the responsibility of the respondent to ensure that the quote package arrives in the Finance Division on or before the published deadline. The quote package should be delivered or sent by mail to:

Mississippi Secretary of State’s Office

Attention: Joette Pickle

125 S. Congress Street, Suite 1600

Jackson, Mississippi 39201

Joette.Pickle@sos.ms.gov

C. Respondent’s bid must include the signature page included in this Invitation for Bid and contain the signature of an authorized representative of the respondent’s organization. The signature on the “Original” signature page should be in blue ink.

D. The Mississippi Secretary of State’s Office reserves the right to reject any and all bids and to waive informalities and minor irregularities in bids received and to accept any portion of a bid or all items bid if deemed in the best interest of the Mississippi Secretary of State’s Office to do so.

mailto:Joette.Pickle@sos.ms.gov

E. Bids received after the stated due date and time will be returned unopened. Submission via facsimile will not be accepted.

F. Bids shall be valid for one-hundred and twenty (120) days following the above stated due date.

G. This Invitation for Bid in no manner obligates the Mississippi Secretary of State’s Office to the eventual purchase of any services described, implied or which may be proposed until confirmed by a written contract and purchase order. Progress towards this end is solely at the discretion of the Mississippi Secretary of State’s Office and may be terminated without penalty or obligation at any time prior to the signing of a contract. The Mississippi Secretary of State’s

Office reserves the right to cancel this Invitation for Bid at any time, for any reason, and to reject any or all bids or any parts thereof.

14. CONTRACTACTUAL REQUIREMENTS

A. Paymode

(a) 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 documentation at any time during the 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.

B. E-Payment

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

Mississippi’s electronic payment and remittance vehicle. The SECRETARY 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 SECRETARY within forty-five (45) days of receipt of invoice. Mississippi Code Annotated § 31-7-301 et seq.

C. E-Verification

(a) 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:

(b) 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.

(c) 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,

(d) 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.

D. Availability of Funds

(a) It is expressly understood and agreed that the obligation of the SECRETARY 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 Secretary of

State, the Secretary of State 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

Secretary of State of any kind whatsoever. The effective date of termination shall be specified in the notice of termination.

E. Contract

(a) The awarded respondent(s) will be expected to enter a contract that is in substantial compliance with the Mississippi Secretary of State’s Office’s contract (See Service Agreement).

Proposals should include any desired changes to the contract. Some clauses are prohibited by applicable state law from revision. Significant changes to the contract may be cause for rejection of a proposal.

F. Certification of Independent Price Determination

(a) The respondent certifies that the prices submitted in response to the solicitation have been arrived at independently and without, for the purpose of restricting competition, any consultation, communication, or agreement with any other respondent or competitor relating to those prices, the intention to submit a proposal, or the methods or factors used to calculate the proposal prices.

G. Representation Regarding Contingent Fees

(a) Respondent 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 the responder’s proposal.

H. Prospective Contractor’s Representation Regarding Contingent Fees

(a) The prospective Contractor represents as a part of such Contractor’s bid or proposal that such Contractor has not retained any person or agency on a percentage, commission, or other contingent arrangement to secure this contract.

I. Applicable Law

(a) The contract shall be governed by and construed in accordance with the laws of the

State of Mississippi, excluding its conflicts of law’s 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.

J. Compliance with Laws

(a) Contractor understands that the Secretary of State 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.

K. Stop Work Order

(a) Order to Stop Work: The SECRETARY, 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 SECRETARY 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.

L. Cancellation or Expiration of the Order: If a stop work order issued under this clause is cancelled 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 works 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 SECRETARY 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.

(b) Termination of Stopped Work: If a stop work order is not cancelled 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.

(c) Adjustments of Price: Any adjustment in contract price made pursuant to this clause shall be determined in accordance with the Price Adjustment clause of this contract, if any.

M. Transparency

(a) 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.

N. Trade Secrets, Commercial and Financial Information

(a) 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.

O. Representation Regarding Gratuities

(a) 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 Review Rules and Regulations.

P. The Procurement Process

The following is a general description of the process by which a firm may be selected to fulfill this Request for Proposal.

1) Request for Proposal (RFP) is issued to prospective respondents.

2) A deadline for written questions is set.

3) Proposals will be received as set forth in Section 6.

4) Unsigned proposals will not be considered.

5) All proposals must be received by the Mississippi Secretary of State’s Finance Division no later than the date and time specified on the cover sheet of this RFP.

6) At that date and time, the package containing the proposals from each respondent will be opened publicly and the name of each respondent will be announced.

7) Proposal evaluation: The Mississippi Secretary of State’s Office will review each proposal.

8) At its option, the Mississippi Secretary of State’s Office may request oral presentations or discussions for the purpose of clarification or to amplify the materials presented in the proposal.

9) Samples will be examined and evaluated to determine prior experience and ability to perform the services requested in the RFP.

10) Five (5) client references, with contact information, must accompany the proposal.

References may be contacted by the Mississippi Secretary of State’s Office and responses evaluated in determining prior experience and ability to perform the services requested in the RFP.

11) The Mississippi Secretary of State’s Office reserves the unqualified right to reject any and all proposals submitted in response to the RFP when such rejection is deemed to be in the best interest of the Mississippi Secretary of State’s Office.

12) The proposals will be evaluated according to the criteria set forth in Section 11.

13) Respondents outside Mississippi must provide any applicable preference laws that exist for the area in which facilities are used for this project. Failure to do so may result in disqualification.

15. 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 701E, Jackson, Mississippi 39201 for inspection, or downloadable at http://www.DFA.ms.gov.

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

SERVICE AGREEMENT

THIS AGREEMENT is made this day between the Mississippi Secretary of State, MICHAEL

WATSON (hereinafter referred to as “SECRETARY”) and Contractor (hereinafter referred to as

“CONTRACTOR”), located at Contractor’s Address

In consideration of the mutual benefits and advantages to each other, SECRETARY desires to engage

CONTRACTOR for the purposes and for the time period set forth below and CONTRACTOR agrees to perform the services in accordance with the terms and conditions of this Agreement.

Article I. SCOPE OF SERVICES

CONTRACTOR shall provide Scope of Service

CONTRACTOR represents and warrants that the services performed shall be of professional quality consistent with and in accordance with generally accepted industry standards for the performance of such services.

Article II. PERIOD OF PERFORMANCE

Unless this Agreement is extended by mutual written agreement of the parties or terminated as prescribed elsewhere herein, this Agreement shall begin on Start Date and end no later than End

Date.

Article III. CONSIDERATION AND PAYMENT

As consideration for the satisfactory performance of those services contemplated by this Agreement, SECRETARY agrees to pay and CONTRACTOR agrees to accept as total compensation, as described in Exhibit B for all services rendered pursuant to this Agreement an amount NOT TO

EXCEED ZERO DOLLARS AND 00/100 ($0.00) in accordance with the following rates:

CONTRACTOR shall at all times be regarded as and shall be legally considered an independent

CONTRACTOR and neither CONTRACTOR nor its employees shall, under any circumstances, be considered servants, agents or employees of SECRETARY, and SECRETARY shall at no time be legally responsible for any negligence or other wrongdoing by CONTRACTOR, its partners, principals, officers, agents, employees, or representatives. Nothing contained in this Agreement shall be deemed or construed as creating the relationship of principal and agent, partners, joint ventures, or any similar relationship between SECRETARY and CONTRACTOR. At no time shall

CONTRACTOR be authorized to do so and at no time shall CONTRACTOR act as an agent for

SECRETARY.

Article IV. APPROVAL

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

(PPRB)and/or the Mississippi Department of Finance and Administration Office of Personal Service

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

Article V. 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 term of the Agreement. CONTRACTOR understands and agrees the State is exempt from the payment of taxes. All payments shall be in United States currency.

Article VI. E-PAYMENT

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

Mississippi’s electronic payment and remittance vehicle. The SECRETARY 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 SECRETARY within forty-five (45) days of receipt of invoice. Mississippi Code Annotated § 31-7-301 et seq.

Article VII. 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.

Article VIII. AVAILABILITY OF FUNDS

It is expressly understood and agreed that the obligation of the SECRETARY 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 SECRETARY, the SECRETARY 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 SECRETARY of any kind whatsoever. The effective date of termination shall be specified in the notice of termination.

Article IX. APPLICABLE LAW

This contract shall be governed by and construed in accordance with the laws of the State of

Mississippi, excluding its conflicts of law’s 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.

Article X. ASSIGNABILITY AND SUBCONTRACTING

CONTRACTOR shall not assign any interest in this Agreement and shall not transfer any interest in the same without the prior written consent of SECRETARY thereto. None of the work or services covered by this Agreement shall be subcontracted without prior written approval by SECRETARY.

Article XI. 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 SECRETARY be obligated to pay any attorney’s fees or costs of legal action to

CONTRACTOR.

Article XII. AUTHORITY TO CONTRACT

CONTRACTOR warrants:

(a) it is either a sole proprietor or validly organized business with valid authority to enter into this

Agreement.

(b) it is qualified to do business and is in good standing with the State of Mississippi, if required.

(c) 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.

Article XIII. CHANGES

SECRETARY may, from time to time, require and request changes in the scope of services of

CONTRACTOR to be performed hereunder. Such changes, including any increase or decrease in the amount of CONTRACTOR’S compensation which are mutually agreed upon by and between the parties, shall be included in written amendments to this Agreement.

No oral statement of any person shall modify or otherwise affect the terms, conditions, or specifications stated in this Agreement. All modifications to this Agreement must be made in writing and agreed upon by both parties.

Article XIV. COMPLIANCE WITH LAWS

CONTRACTOR understands that the SECRETARY 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.

Article XV. CONFIDENTIALITY

Any writings, reports, forms, information, ideas, data, electronic or otherwise given to, prepared by, or in any way generated, accomplished, or accessed by CONTRACTOR in carrying out the terms of this Agreement shall be kept confidential by CONTRACTOR and no such information shall be made available to any individual, organization, or otherwise by CONTRACTOR without the prior written approval of SECRETARY.

Article XVI. FAILURE TO ENFORCE

The failure by SECRETARY at any time to enforce the provisions of this Agreement shall not be construed as a waiver of such provision. Such failure to enforce shall not affect the validity of this

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

Article XVII. INSURANCE

CONTRACTOR shall maintain, at its own expense, the following insurance coverage in the amounts specified, insuring CONTRACTOR, its employees, agents, designees, subcontractors, and any indemnities as required herein:

(a) Professional Liability insurance in an amount not less than One Million Dollars ($1,000,000.00), including personal injury, bodily injury (including both disease and death), property damages and blanket contractual liability; and

b) Comprehensive general liability insurance in an amount not less than One Million Dollars

($1,000,000.00) for each occurrence with the State of Mississippi added as an additional insured; and

c) Employee fidelity bond insurance in an amount not less than Three Hundred Thousand dollars

($300,000.00); and

d) Workers’ compensation insurance in the amounts required pursuant to the laws of the State of

Mississippi.

CONTRACTOR shall furnish SECRETARY with a certificate of conformity providing the aforesaid coverage within ten (10) days of execution of this Agreement. It is understood by the parties that in the event CONTRACTOR fails to secure such insurance and providing the certificate evidencing same, the SECRETARY, at its sole option, may terminate this Agreement immediately without further notice to the

CONTRACTOR.

All insurance policies required herein shall be issued by an insurance company or companies licensed to do business in the State of Mississippi and acceptable to SECRETARY. No policy of insurance may be cancelled or reduced during the course of this Agreement. Modification to the policy of insurance must have written notification to SECRETARY prior to modification.

Article XVIII. ITEMIZED SERVICES AND INSPECTION OF BOOKS AND RECORDS

CONTRACTOR shall submit to SECRETARY at such times and in such form and manner as

SECRETARY may direct, an itemized invoice for services rendered in an amount compatible with the consideration fixed herein. SECRETARY shall have the right to request additional information pertaining to each itemized invoice.

SECRETARY shall have the right to inspect and audit the books and records of CONTRACTOR.

Such books and records shall be retained and maintained by CONTRACTOR for a minimum of three

(3) years following the termination of or the expiration of this Agreement.

Article XIX. COMPLIANCE WITH ENTERPRISE SECURITY POLICY

CONTRACTOR and SECRETARY understand and agree that all products and services provided by

CONTRACTOR under this Agreement must be and remain in compliance with the State of

Mississippi’s Enterprise Security Policy. The parties understand and agree that the State’s Enterprise

Security Policy is based on industry-standard best practices, policy, and guidelines at the time of contract execution. The State reserves the right to introduce a new policy during the term of this

Agreement and require CONTRACTOR to comply with same in the event the industry introduces more secure, robust solutions or practices that facilitate a more secure posture for the State of

Mississippi.

Article XX. NOTICES

Any notice required or permitted to be given under this Agreement shall be in writing and personally delivered or sent by electronic means provided that the original of such notice is sent by certified

United States mail, postage prepaid, return receipt requested, or overnight courier with signed receipt, to the party to whom the notice should be given at its business listed herein. Notice shall be deemed given when actually received or when refused. SECRETARY and CONTRACTOR agree to promptly notify each other in writing of any change of address.

For SECRETARY For CONTRACTOR

Mississippi Secretary of State Contractor:

Attn: Joette Pickle Attn:

Post Office Box 136 Contractor’s Address:

Jackson, Mississippi 39205-0136

Article XXI. 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.

Article XXII. 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 aet forth in Section 6-204 (Gratuities) of the Mississippi

Public Procurement Review Board Office of Personal Service Contract Review Rules and Regulations.

Article XXIII. ACKNOWLEDGEMENT OF AMENDMENT

Bidders shall acknowledge receipt of any amendment to the solicitation by signing and returning the amendment with the bid, by identifying the amendment number and date in the space provided for this purpose on the bid form, or by letter. The acknowledgement must be received by the SECRETARY by the time and at the place specified for receipt of bids.

Article XXIV. PROSPECTIVE CONTRACTOR’S REPRESENTATION REGARDING

CONTINGENT FEES

The prospective CONTRACTOR represents as a part of such CONTRACTOR’S bid or proposal that such

CONTRACTOR has not retained any person or agency on a percentage, commission, or other contingent arrangement to secure this contract.

Article XXV. SOVEREIGN IMMUNITY

By entering into this Agreement with CONTRACTOR, the State of Mississippi does in no way waive its sovereign immunities or defenses as provided by law.

Article XXVI. STOP WORK ORDER

A. Order to Stop Work: The SECRETARY, 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:

(a) cancel the stop work order; or

(b) 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 cancelled 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:

(a) 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,

(b) CONTRACTOR asserts a claim for such an adjustment within 30 days after the end of the period of work stoppage; provided that, if the SECRETARY 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 cancelled 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.

D. Adjustments of Price: Any adjustment in contract price made pursuant to this clause shall be determined in accordance with the Price Adjustment clause of this contract, if any.

Article XXVII. TERMINATION FOR CONVENIENCE

A. Termination. The SECRETARY may, when the interests of the State so require, terminate this contract in whole or in part, for the convenience of the State. SECRETARY 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 SECRETARY 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.

Article XXVIII. 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’s provisions, or commits any other substantial breach of this contract, the SECRETARY 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 SECRETARY, such officer may terminate CONTRACTOR’S right to proceed with this 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 SECRETARY may procure similar supplies or services in a manner and upon terms deemed appropriate by the

SECRETARY. 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 SECRETARY, 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

SECRETARY 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 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 SECRETARY 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…