MDOT STANDARD CONTRACT ADDENDUM.pdf

STANDARD CONTRACT ADDENDUM

(Revised July 1, 2021)

This standard contract addendum is an integral part of contracts entered into by the Mississippi

Transportation Commission (the “Commission”), Jackson, Mississippi; the following contractual terms take precedence over all other parts of the Commission contracts:

1. The Commission is an equal opportunity employer. Executive Order 11246 requires that the

Commission do business with organizations that are in compliance with Title VII of the 1964

Civil Rights Act, as amended. During the performance of any contract with the Commission, the Contractor/Vendor (the “Vendor”) agrees to be bound by provisions of Section 202 of

Executive Order 11246, as amended, and Executive Orders 11701, 11625, and 11758.

2. The Vendor represents that it is in compliance with the Immigration Reform and Control Act of

1986 (Public Law 99-603), as amended, in relation to all employees performing work in the

State of Mississippi and does not knowingly employ persons in violation of the United States immigration laws. The Vendor further represents that it is registered and participating in the

Department of Homeland Security's E-Verify™ employment eligibility verification program, or successor thereto, and will maintain records of compliance with the Mississippi Employment

Protection Act, Section 71-11-3 of the Mississippi Code, including, but not limited to, requiring compliance certification from all subcontractors and vendors who will participate in the performance of this Agreement and maintaining such certifications for inspection if requested. The Vendor acknowledges that violation may result in the following: (a) cancellation of any public contract and ineligibility for any public contract for up to three (3) years, or (b) the loss of any license, permit, certification or other document granted by an agency, department or governmental entity for the right to do business in Mississippi for up to one (1) year, or (c) both.

The Vendor also acknowledges liability for any additional costs incurred by the Commission due to such contract cancellation or loss of license or permit. As of July 1, 2008, the Vendor is required to provide to the Mississippi Department of Transportation (“MDOT”) a Certification and Agreement (Attachment A) prior to the execution of the contract. The Vendor is solely responsible for compliance with the requirements of the Mississippi Employment Protection

Act.

3. Commission contracts are governed by and interpreted under the laws of the State of

Mississippi. Contractual terms required by the statutes of the State of Mississippi are incorporated herein as if copied fully in words and figures.

4. It is understood by and between the parties that the work of the Vendor is considered personal by the Commission. The Vendor shall not assign, subcontract, sublet or transfer any or all of its interest in the Contract without prior written approval from MDOT.

5. AVAILABILITY OF FUNDS: It is expressly understood and agreed that the obligation of the

Commission to proceed under any Contract or Agreement is conditioned upon the availability of funds, the appropriation of funds by the Mississippi Legislature, and/or the receipt of state and/or federal funds, as provided by Section 27-104-25, of the Mississippi Code.

a. SUSPEND AND/OR STOP WORK: If at any time the funds anticipated for the fulfillment of this Contract or Agreement are not forthcoming, or are 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 Commission for the performance of this Contract or Agreement, then this Contract or Agreement shall be suspended and/or a stop work order issued automatically without any notice to Vendor and/or Contractor or any surety, for a period not to exceed ten (10) business days, effective immediately upon the date that said funds are not available, without damage, penalty, cost, or expenses to the

Commission of any kind whatsoever. Contractor and/or Vendor are responsible for monitoring the actions of the Mississippi Legislature in its enactment, or its failure to enact, any budget appropriation for the Mississippi Department of Transportation for the ensuing

Fiscal Year, or, to monitor the “News Releases” section of the Mississippi Department of

Transportation website at, www.gomdot.com, and identified as “Notice to

Vendors/Contractors” highlighted in red.

In the event that said suspension or stop work is necessary, Contractor and/or Vendor shall take all necessary steps to minimize the incurrence of costs allocable to the suspension and/or stop work order, and advise all subcontractors and vendors to do the same. Upon expiration of the ten (10) business days, if said funds remain unavailable, then Commission may, at its discretion, elect to terminate this contract, or to extend the suspension and/or stop work order of said Contract and/or Agreement.

If a suspension and/or stop work order is not canceled and the work covered by such suspension and/or order is terminated, the Contractor and/or Vendor may be paid for services rendered prior to the termination. In addition to payment for services rendered prior to the date of termination, the Commission may be liable only for the costs, fees, and expenses, if any, for demobilization and close out of this Contract, based on actual time and expenses incurred by the Contractor and/or Vendor. In no event shall the Commission be liable for lost profits or other consequential damages.

In the Alternative,

b. TERMINATION: If at any time the funds anticipated for the fulfillment of this Contract or

Agreement are not forthcoming, or are 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 Commission for the performance of this Contract or

Agreement, the Commission shall have the right, upon ten (10) days written notice to the

Contractor and/or Vendor, to terminate this Contract and/or Agreement without damage, penalty, cost, or expenses to the Commission of any kind whatsoever. The effective date of termination shall be as specified in the notice, or at the end of any fiscal funding period wherein the funds are not available.

6. The Vendor is liable for all taxes. Sections 27-65-1, et seq., and 27-67-1, et seq., of the

Mississippi Code exempt the Commission and other State institutions from State sales and use taxes. Likewise the Commission will not pay excise or personal property taxes and if the

Vendor is liable for these they should be taken into consideration in formulating the pricing of bids. It is the Vendor's responsibility to contact local taxing authorities in the state and county where equipment will be located to determine possible taxing liabilities in connection therewith.

7. Any reference to attorney's fees to be paid by the Commission is deleted.

http://www.gomdot.com/

8. Any references to the Commission indemnifying or holding harmless the Vendor are deleted; the

Commission does not agree to defend or indemnify any Vendor.

9. All references to the Commission being required to purchase insurance are deleted; the

Commission is self-insured and will not be required to purchase casualty and liability insurance.

10. All references to interest to be paid by the Commission on other than lease-purchase contracts not exceeding five years are deleted.

11. In the event the Vendor does not furnish product/service as agreed upon in the contract documents, the Commission may, at its discretion, declare the contract null and void by writing a letter to the Vendor or may require the Vendor to make such modifications as necessary to make the products/service satisfactory (this to be done at the Vendor’s expense).

12. In addition to the termination procedures set forth above, either party may terminate this

Agreement at any time, with or without cause, upon prior written notice to the other party of sixty (60) days. In the event of termination for any reason, the Vendor shall be entitled to compensation for services performed according to the specifications of the contract and to

MDOT’s satisfaction prior to the date of termination, less any costs which the Commission may be entitled to assess against the Vendor under the contract.

13. Any references to liquidated damages are hereby deleted; the Commission does not pay liquidated damages.

14. Any references to automatic renewals of the contract term are hereby deleted unless agreed to as indicated in the Commission minutes. Otherwise, the contract term is for 12 months. No contract may be extended after the expiration of the contract term approved by the Commission.

15. Any references to automatic price increases are hereby deleted. Increases in fees for products or services must be agreed to in writing by the Commission.

16. Any references to the payment of invoices and the imposition of late fees or interest within a specified time frame less than that allowed to a state agency for payment of invoices under the

Mississippi statutes (Section 31-7-1 et seq., of the Mississippi Code and other relevant statutes) are hereby deleted. The Commission pays invoices for goods and services within the time frame allowed by state law.

17. Any references to granting the Vendor a right to compete are hereby deleted. The Commission complies with applicable state laws regarding public purchases.

18. Any references to granting the Vendor exclusivity are hereby deleted. The Commission complies with applicable state laws regarding public purchases.

19. Any references to cost variances from those proposed or increases in cost(s) which have not been agreed to in advance by the Commission are hereby deleted.

20. Any references to the Commission waiving its rights to a trial by jury are hereby deleted.

21. Any provisions disclaiming implied warranties shall be null and void. See Sections 11-7-18 and

75-2-719(4) of the Mississippi Code. The Vendor shall not disclaim the implied warranties of merchantability and fitness for a particular purpose.

22. The Vendor shall have no limitation on liability for claims related to the following items:

infringement; bodily injury; death; physical damage to personal or real property; or the intentional and willful misconduct or negligent acts of the Vendor and/or the Vendor’s employees or subcontractors.

23. E-Invoice and E-Payment PayMode: This Commission requires that all Vendors submit invoices electronically throughout the term of this agreement and/or contract. Vendor invoices shall be submitted to the Commission using the processes and procedures identified by the Commission, which are known and/or available to the Vendor. Procedures for new Vendors may be found in the MAAPP Manual in the Vendor File Maintenance sections 11.20.10, 17.20.05 and 17.10.10, and in the related section on requirements for requesting an exemption from electronic payment found in section 17.10.20. Vendor understands that Vendor must be enrolled in PayMode e-payment module prior to being enrolled for e-invoicing, and agrees to same, unless Vendor has applied for and been granted, an exemption. Vendor may request assistance enrolling by contacting www.mmrs.state.ms.us or by calling the MMRS Call Center at (601) 359-1343. The

Contractor agrees to accept all payments in United States currency via the State of Mississippi’s electronic payment and remittance vehicle. These payments shall be deposited in the bank account of the Vendor’s choice. Vendor understands that the Commission is exempt from the payment of taxes. All payments shall be in United States Currency.

NOTE: If the Vendor includes third party financing in his bid or if multiple vendors submit a joint bid, an authorized official of each company, including the financing company, must sign this addendum.

Vendor/Contractor Signature

Date Name/Title http://www.mmrs.state.ms.us/