RFP FOR PHYSICIAN & MEDICAL DIRECTOR JACKSON.pdf

REQUEST FOR PROPOSALS

RFP Number: 3200001501

To Provide: Physician and Medical Director Services at State Veterans Nursing Home located in Jackson Mississippi

Issue Date: June 11, 2026

CLOSING LOCATION

Mississippi Veterans Affairs

120 North State Street, Jackson, Mississippi 39201

PROPOSAL COORDINATOR

Edward Williams, Procurement Supervisor

Telephone: (601) 576-4862

E-Mail: contractpurchasing1@msva.ms.gov

CLOSING DATE AND TIME

Proposals must be received by:

July 23, 2026, at 4:00 p.m. CST mailto:contractpurchasing1@msva.ms.gov

SECTION 1

1.1 Proposal Acceptance Period

The original and three (3) copies of the proposal, four (4) copies total in three-ring loose-leaf binder shall be signed and submitted in a sealed envelope or package to Mississippi Veterans Affairs, Attn: Edward Williams, 120 North State Street, Jackson, Mississippi 39201 no later than the time and date specified for receipt of proposals. Timely submission is the responsibility of the respondent. Proposals received after the specified time shall be rejected. The envelope or package shall be marked with the proposal opening date and time, and the number of the request for proposals. The time and date of receipt shall be indicated on the envelope or package by Procurement Department. The front page, reference page and signature pages may have the Respondent’s name. Modifications or additions to any portion of the procurement document may be cause for rejection of the proposal. The Mississippi Veterans Affairs, hereinafter “MSVA,” reserves the right to decide, on a case-by-case basis, whether to reject a proposal with modifications or additions as non-responsive. As a precondition to proposal acceptance, the MSVA may request the respondent to withdraw or modify those portions of the proposal deemed non-responsive that do not affect quality, quantity, price, or delivery of the service.

Electronic Submission Proposals may be submitted electronically through the State DFA portal. Please refer to the link at www.dfa.ms.gov/index.php/mississippi-suppliersvendors to Register as a Vendor. For online learning instructions on submitting your Proposal electronically, select “Supplier Training” from the link listed above. Select the LOG820 Supplier Self-Service Course link and then click “Launch Course” or follow this link for instructions http://www.dfa.ms.gov/1690/index.pdf. If assistance is required, contact MASH help desk at 601-359-1343 at least 72 hours in advance of the due date for submission.

1.1.1 Timeline

Request for Proposals Issue Date: June 11, 2026

First Publication: June 11, 2026

Second Publication: June 18, 2026

Deadline for Submission of Questions: June 25, 2026 at 4:00 p.m. CST

Anticipated Posting of Answers to July 9, 2026 Questions:

Proposal Packet Submission Deadline: July 23, 2026

Report of Award: August 13, 2026

Anticipated Award Notification: August 13, 2026

Anticipated Post Award Debriefing August 18, 2026 Request Deadline: at 4:00 p.m. CST

Post-Award Debriefing Held by Date: August 26, 2026 http://www.dfa.ms.gov/index.php/mississippi-suppliersvendors http://www.dfa.ms.gov/1690/index.pdf

Protest Deadline Date: August 28, 2026

Anticipated Projected Contract Date: November 1, 2026

1.1.2 Rejection of Proposals

Proposals which do not conform to the requirements set forth in this Request for Proposals may be rejected by MSVA. Proposals may be rejected for reasons which include, but are not limited to, the following:

1) The proposal contains unauthorized amendments to the requirements of the

Request for Proposals.

2) The proposal is conditional.

3) The proposal is incomplete or contains irregularities which make the proposal indefinite or ambiguous.

4) The proposal is received late. Late proposals will be maintained unopen in the procurement file.

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

6) The proposal contains false or misleading statements or references.

7) The proposal does not offer to provide all services required by the Request for Proposal.

1.2 Expenses Incurred in Preparing Offers

The MSVA accepts no responsibility for any expense incurred by the respondent in the preparation and presentation of an offer. Such expenses shall be borne exclusively by the respondent.

1.3 Proprietary Information

The respondent should mark any and all pages of the proposal considered to be proprietary information which may remain confidential in accordance with Mississippi Code Annotated §§ 25-61-9 and 79-23-1 (1972, as amended). Any pages not marked accordingly will be subject to review by the general public after award of the contract. Requests to review the proprietary information will be handled in accordance with applicable legal procedures.

1.4 Registration with Mississippi Secretary of State

By submitting a proposal, the respondent certifies that it is registered to do business in the State of Mississippi as prescribed by the Mississippi Secretary of State or, if not already registered, that it will do so within seven (7) business days of being offered an award.

1.5 Debarment

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

1.6 Competitive Proposals

Discussions may be conducted with respondents who submit proposals determined to be reasonably susceptible of being selected for award, but proposals or qualifications may also be accepted without those discussions. For these reasons, all parties are advised to propose their most favorable terms initially.

1.7 Additional Information

Questions about the contract portions of the procurement document must be submitted in writing to Edward Williams, Procurement Supervisor at MSVA, 120 North State Street, Jackson, MS 39201 or contractpurchasing1@msva.ms.gov. Questions concerning the technical portions of the procurement document should be directed to Edward Williams at MSVA 120 North State Street, Jackson, MS 39201 or contractpurchasing1@msva.ms.gov.

Respondents are cautioned that any statements made by contact persons that cause a material change to any portion of the procurement document shall not be relied upon unless subsequently ratified by a formal written amendment to the procurement document. Close of questions is at 4:00 p.m. CST on June 25, 2026. Anticipated posting of answers will be July 9, 2026, on the MSVA website at www.msva.ms.gov located under the Legal tab.

1.8 Type of Contract

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

1.9 Written Proposals

All proposals shall be in writing.

SECTION 2

2.1 Purpose

The MSVA is seeking to establish a contract for Medical Director and Physician services at State Veterans Nursing Home located in Jackson Mississippi.

2.2 SCOPE OF SERVICES, SPECIFICATIONS AND REQUIREMENTS

2.2.1 The following services will be provided by the Medical Director

a) Examine applicants for admission to the Home, as requested by Home, and provide recommendations to Home’s Admission Committee.

b) Provide a timely and complete medical assessment with an appropriate medical care plan on all newly admitted Residents to Home, including establishing level of care, identifying mental illness if detected, and designating activity/recreational levels.

c) Provide physical examinations for newly admitted Residents that shall be performed within the time each resident is admitted. The Medical Director must have physician orders for the resident's immediate care and a medical assessment, including medical history and physical examination, within a timeframe appropriate to the resident's condition.

http://www.msva.ms.gov/

d) Perform medical review of Residents at least once every 30 days for the first 90 days after initial admission and re-admission, and every 60 days thereafter.

e) Perform annual physicals for each Resident.

f) Perform medical evaluations more frequently for Residents when more frequent visits are indicated by the medical record, examination of the Resident or as requested by Home.

g) All visits shall be conducted in accordance with all statutory and regulatory requirements of the MSVA, the Mississippi Department of Health, and the United States Department of Veterans Affairs.

h) Provide primary physician services and other necessary medical services and coverage to meet the medical needs of the Home’s Residents.

i) Provide ongoing, integrated medical treatment and evaluation of Resident care that promotes functional rehabilitation or maintenance, as indicated by Resident needs, and as required by law.

j) Review each Resident’s comprehensive care plan, including medications and treatments, and shall write, sign, and date progress notes for each Resident visit.

k) Certify and document the medical criteria of admissions, transfers, and discharges.

l) Actively participate in the discharge planning process and provide an appropriate, timely discharge summary.

m) Plan and conduct in-service training programs for staff of Home annually and as requested by the Home and as related to the Contractor’s profession.

n) Review, evaluate, and address all laboratory test results.

o) Prescribe medications as needed, including refills of narcotic and non-narcotic medications.

p) Possess current, valid license to perform services under this Contract. Contractor shall provide evidence of licensure with the proposal, as well as a current TB skin test and State Department of Health background check prior to working in the Home.

q) Participate and assist Home with any quality assurance, quality improvement, accreditation or certification programs with which Home is involved and as requested by Home and assist with development and review of policies and procedures as requested by Home and related to Contractor’s profession.

r) Arrange for alternative coverage when Contractor’s physicians are not available.

s) Abide by any infectious pathogen policies/rules/protocols that are in effect at time of services.

t) Services shall be provided 24 hours a day, 365 days per year. Visits by the Physician, Nurse Practitioner, and/or Physician Assistant shall be daily (Monday - Friday) beginning no earlier than 7:00 a.m. On-call services must be provided at all times.

u) Provide Home with complete and appropriate records of all Residents examined and treated. Maintain complete and appropriate records of all Residents examined and treated, in accordance with all applicable state and federal statutes, rules and regulations, and as dictated by sound medical practice.

v) Credentialing will be completed by provider and results available to Home.

2.2.2 The following services will be provided by the Physician

a) Examine applicants for admission to the Home, as requested by Home, and provide recommendations to Home’s Admission Committee.

b) Provide a timely and complete medical assessment with an appropriate medical care plan on all newly admitted Residents to Home, including establishing level of care, identifying mental illness if detected, and designating activity/recreational levels.

c) Provide physical examinations for newly admitted or readmitted Residents that shall be performed within timeframe set by MSVA policy, federal and state guidelines, and VA guidelines. The physician, Nurse Practitioner and or Physician Assistant must have orders for the resident's immediate care and a medical assessment, including a medical history and physical examination, within a time frame appropriate to the resident's condition.

d) Physician may utilize a Nurse Practitioner and/or Physician Assistant within the Home.

Physician shall ensure that the Nurse Practitioner or Physician Assistant complies with all applicable state and federal statutes, rules, and regulations.

e) Nurse Practitioner/Physician Assistant practicing within Home shall practice according to a “Board-approved” protocol which has been mutually agreed upon by the Nurse Practitioner, Physician Assistant, Medical Director, Physician, and MSVA. The protocol must outline the diagnostic and therapeutic procedures and categories of pharmacologic agents that may be ordered, administered, dispensed, and/or prescribed for residents with diagnoses identified by the Nurse Practitioner or Physician Assistant.

f) Perform medical review of Residents at least once every 30 days for the first 90 days after initial admission and re-admission, and every 60 days thereafter.

g) Perform annual physicals for each Resident.

h) Perform medical evaluations more frequently on Residents when more frequent visits are indicated by the medical record, examination of the Resident or as requested by Home.

i) All visits shall be conducted in accordance with all statutory and regulatory requirements of the MSVA, the Mississippi Department of Health, and the United States Department of Veterans Affairs.

j) Provide primary physician services and other necessary medical services and coverage to meet the medical needs of the Home’s Residents.

k) Provide on-going, integrated medical treatment and evaluation of Resident’s care that promotes functional rehabilitation or maintenance, as indicated by Resident’s needs, and as required by law.

l) Review Resident’s total care plan, including medications and treatments, and write, sign and date progress notes for each Resident visit.

m) Certify and document the medical criteria of admissions, transfers, and discharges.

n) Actively participate in the discharge planning process and provide an appropriate, timely discharge summary.

o) Prepare recommendations to the Medical Director regarding the Home’s short-and long-range medical programs of Home.

p) Plan and conduct in-service training programs for staff of Home annually and as requested by Home and as related to Contractor’s profession.

q) Review and address lab results.

r) Prescribe medications as needed, including refills of narcotic and non-narcotic medications.

s) Possess current, valid license to perform services under this Contract. Contractor shall provide evidence of licensure with the proposal, as well as current TB skin test and State Department of Health Background check prior to working in the Home.

t) Arrange for alternative coverage when Contractor’s physicians are not available.

u) Abide by any infectious pathogen policies/rules/protocols that are in effect at time of services.

v) Services shall be provided 24 hours a day (365 per year). Visits by the Physician/Nurse Practitioner/Physician Assistant shall be daily (Monday - Friday) beginning no earlier than 7:00 a.m. On-call services must be provided at all times.

w) Provide Home complete and appropriate records of all Residents examined and treated.

Maintain complete and appropriate records of all Residents examined and treated, in accordance with the applicable state and federal statutes, rules and regulations, and as dictated by sound medical practice.

x) Contractor must provide a Nurse Practitioner and/or a Physician Assistant to work in the home Monday – Friday 8 hours per day.

y) Credentialing will be completed by Contractor and results available to Home.

2.3 TERM

The term of the contract shall be for a period of two (2) years, starting November 1, 2026, through October 31, 2028. The contract may be renewed by the MSVA for a period of one

(1) successive one-year period(s) under the same prices, terms, and conditions as in the original contract. The total number of renewal years permitted shall not exceed one (1).

SECTION 3

3.1 Insurance

The successful vendor shall maintain at least the minimum level of workers’ compensation insurance, comprehensive general liability or professional liability insurance, with minimum limits of $1,000,000.00 per occurrence and fidelity bond insurance with minimum limits of $100,000.00. All workers’ compensation, comprehensive general liability, professional liability, and fidelity bond insurance will provide coverage to the MSVA as an additional insured. The MSVA reserves the right to request from carriers, certificates of insurance regarding the required coverage. Insurance carriers must be licensed or hold a Certificate of Authority from the Mississippi Department of Insurance.

The vendor shall be prepared to provide evidence of required insurance upon request by the MSVA at any point during the contract period and should consult with legal counsel regarding its obligations.

SECTION 4

4.1 Written Proposals Shall Contain the Following Minimum Information

1) The name of the respondent, the location of the respondent’s principal place of business and, if different, the place of performance of the proposed contract;

2) The age of the respondent’s business and average number of employees over a previous period of time;

3) The qualifications, including licenses, certifications, education, skills, and experience of all persons who would be assigned to provide the required services;

4) A listing of other contracts under which services similar in scope, size, or discipline to the required services were performed or undertaken within a previous period of time, as specified in the Request for Proposal; and,

5) A plan giving as many details as is practical explaining how the services will be performed.

4.2 Evaluation Procedure

4.2.1 Step One:

Proposals will be reviewed to assure compliance with the minimum specifications.

Proposals that do not comply with the minimum specifications will be rejected immediately, receiving no further consideration.

4.2.1.1 Responsive Respondent

Respondent must submit a proposal which conforms in all material respects to this Request for Proposals, RFP #3200001501, as determined by MSVA.

4.2.1.2 Responsible Respondent

Respondent must have capability in all respects to perform fully the contract requirements and the integrity and reliability which will assure good faith performance, as determined by MSVA.

4.2.2 Step Two:

Proposals that satisfactorily complete Step One will be reviewed and analyzed to determine if the proposal adequately meets the needs of MSVA. Factors to be considered are as follows:

Evaluation Factors The Following Factors will be Evaluated and Point System Given:

1) Cost Factors (This includes Price) - 35 points (35%)

2) Management Plan - 15 points (15%)

3) Delivery of Care and Services to the Resident - 20 points (20%)

4) Key Personnel - 20 points (20%)

5) Past Corporate Experience and/or Past Performances with MSVA - 1 0 points

(10%)

4.2.3 Step Three:

The Procurement Supervisor will contact the respondent with the proposal which best meets MSVA needs (based on factors evaluated in Step Two) and attempt to negotiate an agreement that is deemed acceptable to both parties.

4.3 The Following Response Format Shall Be Used for All Submitted Proposals:

1) Management Summary: Provide a cover letter indicating the underlying philosophy of the firm in providing the service.

2) Proposal: Describe in detail how the service will be provided. Include a description of major tasks and subtasks.

3) Corporate experience and capacity: Describe the experience of the firm in providing the service, give number of years that the service has been delivered, and provide a statement on the extent of any corporate expansion required to handle the service.

4) Personnel: Physician/Medical Director shall attach a copy of their license and a resume that include their experience in this area of service delivery. Indicate the level of involvement in the day-to-day operation of the contact.

5) References: Give at least three (3) references for contracts of similar size and scope, including at least two (2) references for current contracts or those awarded during the past three (3) years. Include the name of the organization, the length of the contract, a brief summary of the work, and the name and telephone number of a responsible contact person. References may be contacted by the Evaluation team.

6) Acceptance of conditions: Indicate any exceptions to the general terms and conditions of the proposal document and to insurance, bonding, and any other requirements listed.

7) Additional data: Provide any additional information that will aid in evaluation of the response.

8) Cost data: Estimate the annual cost of the service. Cost data submitted at this stage is binding but is subject to being negotiated down with the winning vendor. Include the total estimated cost for the position, shift, including cost changes for overtime and holidays for the labor portion of the contract. Identify all non-labor costs and their estimated totals.

9) Electronic Submission Proposals may be submitted electronically through the State

DFA portal. Please refer to the link at www.dfa.ms.gov/index.php/mississippi-suppliersvendors to Register as a Vendor. For online learning instructions on submitting your Proposal electronically, select “Supplier Training” from the link listed above. Select the LOG820 Supplier Self-Service Course link and then click “Launch Course” or follow this link for instructions http://www.dfa.ms.gov/1690/index.pdf. If assistance is required, contact MASH help desk at 601-359-1343 at least 72 hours in advance of the due date for submission.

4.4 Nonconforming Terms and Conditions

A proposal response that includes terms and conditions that do not conform to the terms and conditions in the proposal document is subject to rejection as non-responsive. The MSVA reserves the right to permit the respondent to withdraw nonconforming terms and conditions from its proposal response prior to a determination by the MSVA of non-responsiveness based on the submission of nonconforming terms and conditions.

4.5 Conditioning Proposal Upon Other Awards

Any proposal which is conditioned upon receiving award of both the particular contract being solicited and another Mississippi contract shall be deemed non-responsive and not acceptable.

http://www.dfa.ms.gov/1690/index.pdf

4.6 Award

Award shall be made to the responsible respondent whose proposal is determined in writing, to be the most advantageous to the State taking into consideration price and the evaluation factors set forth in the Request for Proposals. No other factors or criteria shall be used in the evaluation.

4.6.1 Notification

All participating vendors will be notified of the MSVA’s intent to award a contract.

In addition, the MSVA will identify the selected vendor. Notice of award is also made available to the public on website of MSVA.

4.6.2 The Award and Contract is conditioned on approval by the MSVA. The Award and Contract is null and void without approval of the MSVA.

4.7 Acknowledgment of Amendments

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 acknowledgment must be received by the MSVA by the time and at the place specified for receipt of bids.

SECTION 5

5.1 Post-Award Vendor Debriefing

A respondent, successful or unsuccessful, may request a post-award debriefing, in writing, by U.S. mail or electronic submission. The written request must be received by email at contractpurchasing1@msva.ms.gov Attention: Edward Williams, Chief Procurement Officer of MSVA. Post-Award Debriefing requests are due by August 18, 2026, at 4:00 p.m. CST. A post-award debriefing is a meeting and not a hearing; therefore, legal representation is not required. Post-Award Debriefing will be held by August 26, 2026. If a respondent prefers to have legal representation present, the respondent must notify Mr.

Williams in writing and identify its attorney by name, address, and telephone number. The MSVA will schedule and/or suspend and reschedule the meeting.

5.2 Protest of Award

Any actual or prospective respondent or vendor who is aggrieved in connection with this solicitation or the outcome of the Request for Proposals may file a protest with the Chief Procurement Officer, Edward Williams. The protest shall be submitted on or before August 28, 2026, at 4:00 p.m. CST, in writing, after such aggrieved person or entity knows or should have known of the facts giving rise thereto. All protests must be in writing, dated, signed by the respondent or an individual authorized to sign contracts on behalf of the protesting respondent, and contain a statement of the reason(s) for protest, citing the law(s), rule(s) or regulation(s), and/or procedure(s) on which the protest is based. The written protest letter shall contain an explanation of the specific basis for the protest. The protesting respondent must provide facts and evidence to support the protest. A protest is considered filed when received delivery by Edward Williams by personal delivery or via email at contractpurchasing1@msva.ms.gov. Protests filed after August 28, 2026, at 4:00 p.m.

CST, will not be considered.

5.3 Required Contract Terms and Conditions

Any contract entered into between a Contracting Agency and a vendor/respondent shall include the required clauses found in Attachment B.

5.4 Priority

The Requests for Proposals, its amendments, AND the offeror’s proposals shall be incorporated into the contract. In the event of any conflict in the terms of the contract and any of the exhibits thereof, the following order of the precedence shall be adhered to:

contract, proposal, Amendment to RFP, and the RFP.

INTENSIONALLY LEFT BLANK

5.5 Vendor Signature Sheet

The attachments to this Request for Proposals are made a part of this Request for Proposals as if copied herein in words and figures.

By signing below, the Company Representative certifies that he/she has authority to bind the company, and further acknowledges on behalf of the company:

1. That he/she has thoroughly read and understands this Request for Proposals, RFP

#3200001501, all Amendments and the attachments herein;

2. That the company meets all requirements and acknowledges all certifications contained in this Request for Proposals, RFP #3200001501, all Amendments and the attachments herein;

3. That the company agrees to all provisions of this Request for Proposals, RFP #3200001501 all Amendments and the attachments herein;

4. That the company has, or will secure, at its own expense, applicable personnel who shall be qualified to perform the duties required to be performed under this Request for Proposals.

Printed Name:

Signature/Date:

ATTACHMENT A

Certifications and Assurances

This page must be completed and included in the proposal.

I/We make the following certifications and assurances as a required element of the offer to which it is attached, of the understanding that the truthfulness of the facts affirmed here and the continued compliance with these requirements are conditions precedent to the award or continuation of the related contract(s):

1. REPRESENTATION REGARDING CONTINGENT FEES

Vendor represents that it has/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 Vendor’s proposal.

2. REPRESENTATION REGARDING GRATUITIES

The Respondent or Vendor represents that it has/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’s Office of Personal Service Contract Review’s Rules and Regulations.

3. CERTIFICATION OF INDEPENDENT PRICE DETERMINATION

The respondent certifies that the prices submitted in response to the solicitation have/have not 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 price.

4. PROSPECTIVE CONTRACTOR’S REPRESENTATION REGARDING

CONTINGENT FEES

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

Name/Title: _____________________________________________________________

Signature/Date: _________________________________________________________

Note: Please be sure to circle the applicable word or words provided above. Failure to circle the applicable word or words and/or to sign the proposal form may result in the proposal being rejected as nonresponsive. Modifications or additions to any portion of this proposal document may be cause for rejection of the proposal.

ATTACHMENT B

Required Clauses for Service Contracts Resulting from this Request for Proposals

1. APPLICABLE LAW - The contract shall be governed by and construed in accordance with the laws of the State of Mississippi, excluding its conflicts of laws provisions, and any litigation with respect thereto shall be brought in the courts of the State. Contractor shall comply with applicable federal, state, and local laws and regulations.

2. APPROVAL - It is understood that if this contract requires approval by MSVA Board, and this contract is not approved by the MSVA Board, it is void and no payment shall be made hereunder.

3. 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 this Agreement. Contractor understands and agrees that the State is exempt from the payment of taxes. All payments shall be in United States currency.

4. TERMINATION FOR CONVENIENCE

(1) 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.

(2) 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.

5. TERMINATION FOR DEFAULT

(1) 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.

(2) 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.

(3) 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.

(4) 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 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 “Termination for Convenience.”

(5) 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.

(6) 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.

6. TERMINATION UPON BANKRUPTCY - This contract may be terminated in whole or in part by MSVA 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.

7. AVAILABILITY OF FUNDS - It is expressly understood and agreed that the obligation of MSVA 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 MSVA, 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 MSVA of any kind whatsoever. The effective date of termination shall be as specified in the notice of termination.

8. COMPLIANCE WITH LAWS - Contractor understands that MSVA 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.

9. 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.

10. 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 Review Rules and Regulations.

11. 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.

12. STOP WORK ORDER

(1) 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:

(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.

(2) 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:

(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 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.

(3) 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.

(4) 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.

13. E-PAYMENT - Contractor agrees to accept all payments in United States currency via the State of Mississippi’s electronic payment and remittance vehicle. The agency agrees to make payment in accordance with Mississippi law on “Timely Payments for Purchases by Public Bodies,” 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.

14. 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:

(1) 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;

(2) the loss of any license, permit, certification or other document granted to Contractor by an agency, department or governmental entity for the right to do business in Mississippi for up to one (1) year; or,

(3) 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.

15. 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.

16. ACKNOWLEDGMENT OF AMENDMENTS - 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 acknowledgment must be received by the MSVA by the time http://www.transparency.mississippi.gov/ and at the place specified for receipt of bids.

17. CERTIFICATION OF INDEPENDENT PRICE DETERMINATION - The bidder 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 bidder or competitor relating to those prices, the intention to submit a bid, or the methods or factors used to calculate the prices bid.

18. 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.

19. ANTITRUST - By entering into a contract, Contractor conveys, sells, assigns, and transfers to the MSVA all rights, titles, and interest it may now have, or hereafter acquire, under the antitrust laws of the United States and the State that relate to the particular goods or services purchased or acquired by the MSVA under said contract.

20. 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.

21. 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.

22. CHANGE IN SCOPE OF WORK - The MSVA may order changes in the work consisting of additions, deletions, or other revisions within the general scope of the contract. No claims may be made by Contractor that the scope of the project or of Contractor’s services has been changed, requiring changes to the amount of compensation to Contractor or other adjustments to the contract, unless such changes or adjustments have been made by written amendment to the contract signed by the MSVA and Contractor.

If Contractor believes that any particular work is not within the scope of the project, is a material change, or will otherwise require more compensation to Contractor, Contractor must immediately notify MSVA in writing of this belief. If the MSVA believes that the particular work is within the scope of the contract as written, Contractor will be ordered to and shall continue with the work as changed and at the cost stated for the work within the contract.

23. CLAIMS BASED ON A CHIEF PROCUREMENT OFFICER’S ACTIONS OR

OMISSIONS

(1) Notice of Claim. If any action or omission on the part of a Chief Procurement Officer or designee of such officer requiring performance changes within the scope of the contract constitutes the basis for a claim by Contractor for additional compensation, damages, or an extension of time for completion, Contractor shall continue with performance of the contract in compliance with the directions or orders of such officials, but by so doing, Contractor shall not be deemed to have prejudiced any claim for additional compensation, damages, or an extension of time for completion; provided:

(a) Contractor shall have given written notice to the Chief Procurement Officer or designee of such officer:

i. prior to the commencement of the work involved, if at that time Contractor knows of the occurrence of such action or omission;

ii. within 30 days after Contractor knows of the occurrence of such action or omission, if

Contractor did not have such knowledge prior to the commencement of the work; or,

iii. within such further time as may be allowed by the Chief Procurement Officer in writing.

This notice shall state that Contractor regards the act or omission as a reason which may entitle Contractor to additional compensation, damages, or an…