REQUEST FOR PROPOSALS

RFP Number: RFP-3200001530

To Provide: Non-Emergency

Medical Transportation for

Residents of MS Veterans Home

3261 HWY 49,

Collins, MS 39428

Issue Date: August 26, 2026

CLOSING LOCATION

Mississippi Veterans Affairs

120 North State Street

Jackson, Mississippi 39201

PROPOSAL COORDINATOR

Eddie Williams, Chief Procurement Officer

Telephone: (601) 576-4862 E-Mail: contractpurchasing1@msva.ms.gov

CLOSING DATE AND TIME

Proposals must be received by 3:00 p.m. October 5, 2026 mailto:contractpurchasing1@msva.ms.gov

SECTION 1

1.1 Proposal Acceptance Period

The original and 7 copies of the proposal, 8 copies total in three-ring loose-leaf binder shall be signed and submitted in a sealed envelope or package to MSVA, Attention:

Edward Williams, Chief Procurement Officer, 120 North State Street, Jackson, MS 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 Purchasing 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 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.

1.1.1 Electronic Submission

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.

1.1.2 Timeline

Request for Proposals Issue Date:

First Publication:

Second Publication:

Deadline for Submission of Questions:

Anticipated Posting of Answers to Questions:

Proposal Packet Submission Deadline:

Intent to Award:

Anticipated Award Notification:

August 26, 2026 August 26, 2026 September 2, 2026 September 11, 2026 at 12:00 p.m. CST September 23, 2026

October 5, 2026, at 3:00 p.m. CST October 16, 2026 October 19, 2026 http://www.dfa.ms.gov/index.php/mississippi-suppliersvendors http://www.dfa.ms.gov/index.php/mississippi-suppliersvendors http://www.dfa.ms.gov/1690/index.pdf

1.1.3 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

All parties participating in the procurement process with regard to this solicitation shall bear their own costs of participation, pursuant to Section 1.4.4 of the Public Procurement Review Board Office of Personal Service Contract Review Rules and Regulations.

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 Offeror’s Representation Regarding Contingent Fees

By responding to the solicitation, the offeror represents that it has not retained any person or agency on a percentage, commission, or other contingent arrangement to secure this contract.

If the offeror cannot make such a representation, a full and complete explanation shall be submitted in writing with the offeror’s response, to MSVA prior to contract execution.

1.8 Additional Information

Questions about the contract portions of the procurement document must be submitted in writing to Edward Williams, Chief Procurement Officer, 120 North State Street, Jackson, MS 39201, 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 12:00 p.m. CST on September 11, 2026. Anticipated posting of answers will be September 23, 2026, on the Mississippi Contract/Procurement Opportunity Search Portal and the MSVA website: www.msva.ms.gov/procurement-notices.

1.9 Type of Contract

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

1.10 Written Proposals

All proposals shall be in writing.

SECTION 2

2.1 Purpose

The Mississippi Veterans Affairs (MSVA) is seeking to establish a contract for transportation services at State Veterans Home Collins, located at 3261 Hwy 49 S Collins, MS 39428. These services are needed to provide 24 hour/7 days a week non-emergency medical transportation for residents of the Collins VA nursing Home. This Home is a 150-bed skilled care nursing facility. The requested contract support is to augment VA nursing home transportation by state employees. It is understood that any contract resulting from RFP-3200001530 r e q u i r e s approval by the Mississippi Veterans Affairs Board and Public Procurement Review Board. If any contract resulting from RFP i s not approved by the Mississippi Veterans Affairs Board and PPRB, it is void and no payment shall be made.

2.2 Scope of Services, Specifications and Requirements

The following services will be provided by the Offeror and its staff:

A.

The vendor will adhere to all regulations and standards that govern MSVA:

(1) U.S. Department of Veterans Affairs;

mailto:contractpurchasing1@msva.ms.gov http://www.msva.ms.gov/procurement-notices

(2) Mississippi Department of Health, Division of Licensure and

Certification;

(3) Nursing Home Regulations;

(4) Rules, Regulations, and Minimum Standards for Institutions for the Aged or Infirm;

(5) MSVA Policies and Procedures;

(6) Selected Contractor shall provide non-emergency medical transportation services for both ambulatory and wheelchair bound residents to and from medical appointments, hospitals, and the Home.

(7) Transportation services shall be available 24 hours per day, seven days a week, including weekdays, weekdays, and holidays.

Provide safe, reliable, timely, and professional transportation services for

(8) residents who do not require emergency medical transportation. Provide adequate number of properly licensed and insured vehicles, including wheelchair accessible vans and/or buses, and shall furnish all equipment necessary to safely transport residents with varying mobility needs.

(9) Provide transportation personnel shall be appropriately trained and qualified to assist residents during transport and shall comply with all applicable federal, state, and local laws, regulations, and safety requirements governing non-emergency medical transportation services.

B. Proposal Rates should be submitted in the format below: See Attachment D

1. Level of Service/Distance/Rate.

2. After Hours/Holiday Rates (Monday – Saturday 5:01 PM – 6:59 AM) (Sunday, Holiday)

3. Other Services: Bariatric, COVID/Contact Precautions

4. Safe Car (Psych)

5. Escort

6. Unloaded mileage (Pick up outside of service area)

7. Holidays New Year’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, Christmas Day

8. Fuel Surcharge, if any.

3. Personnel

B. The vendor will pay all employees employed by the vendor.

C. Personnel policies will be those of the vendor. Vendor will present these policies to MSVA if requested.

D. Consultation with vendor's supervisory and technical staff may be requested and utilized by MSVA administration for proper functioning of the transporting.

E. The vendor must have access to qualified replacement personnel to ensure continuity of services.

F. Should labor problems arise to the extent that legal advice and assistance are necessary, such expense will be borne by the vendor.

G. Vendor agrees not to hire any MSVA employees without the express written approval of MSVA Executive Director.

H. Vendor will be responsible for the cost of background checks, currently $50.00, for each employee. Each employee must submit fingerprints for submission to the Department of Health. A copy of this report must be submitted to MSVA.

I. Vendor will be responsible for the cost of Tuberculosis Skin Test (TB), currently $10.00, for each employee. Results of Tuberculosis Skin Test should be submitted to Home Administrator prior to the contractor working in any facility.

4. Billing

A. Vendor will electronically submit monthly bill/invoice to MSVA-Collins within three (3) days after the end of each month to collinsinvoices@msva.ms.gov .

B. Vendor will submit final bills for the MSVA fiscal year (July 1 through June

30) by July 15 each year. Failure to submit any unpaid invoices from previous fiscal year before the deadline could result in the invoice not being paid.

C. Each bill will show a breakdown of charges and an overall summary.

mailto:collinsinvoices@msva.ms.gov

5. Financial Records/Monthly Report

a. Vendor will utilize generally accepted accounting principles and practices in the maintenance of financial records.

b. Vendor will permit MSVA or other regulatory agencies to:

i. Audit its accounts relating to this contract.

ii. Verify all reports, records and data.

iii. Obtain other desired information by direct reference to ledgers, correspondence, memoranda and any other records pertinent to Transportation.

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. Upon written agreement of both parties, the contract may be renewed by the MSVA for a period of one (1) one-year period under the same prices, terms, and conditions. The total number of renewal years permitted shall not exceed one (1).

2.4 Requirements for Proposal

a. A unit price shall be given for each service, and that unit price shall be the same throughout the contract.

b. A multi-term contract will be canceled if funds are not appropriated or otherwise made available to support the continuation of performance in any fiscal period succeeding the first; however, this does not affect either the State's right or the vendor's rights under any termination clause in the contract.

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, as specified in the Request for Proposal;

3) 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,

4.2 Evaluation Procedure

4.2.1 Step One:

Proposals will be reviewed to ensure 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-3200001530, 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:

1. Cost Factor – 50%

a. Contractor expects vendor to provide a budget in its Request for Proposal with detailed cost components. Price will be scored objectively, and the evaluation will be based on each proposal’s total cost

2. Technical Factors – 20%

a. Expert’s plan for performing the required services to include graphs and or outlines as necessary. Meeting the standards of requirements under the proposed

RFP 3200001530 and addressing all items, ensuring the responses are clear and meet minimum requirements requested.

3. Corporate Experience or Past Performances – 5%

a. The experience factor focuses on the degree to which an offeror has actually performed similar work. The past performance factor focuses on the quality of the work previously performed.

4. Long Term Care Experience – 20%

a. A diverse array of services provided over a sustained period of time to people of all ages with chronic conditions and functional limitations with similar bed capacity.

5. In House Training and Sustainability Factors – 5%

a. Training courses to equip employees with the skills and knowledge to identify and implement efficiency measures across various aspects of their work and ongoing training to maintain proficient in their skills.

4.2.3 Step Three:

MSVA 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: Attach resumes of all those who serve in leadership positions that includes their experience in this area of service delivery. Indicate the level of involvement by principals of the firm in the day-to-day operation of the contract.

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. References will be used in Management Factors.

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. Include the number of personnel proposed to be assigned to the contract and the total estimated cost of the labor portion of the contract (include a sample staffing chart). Identify all non-labor costs and their estimated totals.

9) The Proposal must be in a three-ring loose leaf binder.

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.

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 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.

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 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 and those required by the Public Procurement Review Board's Office of Personal Service Contract Review's Rules and Regulations as updated.

5.2 Priority

The Requests for Proposals, its amendments, AND the offeror's proposals shall constitute the contract.

5.3 Mississippi Contract/Procurement Opportunity Search Portal

This Request for Proposals, and the questions and answers concerning this Request for Proposals, are posted on the Mississippi Contract/Procurement Opportunity Search Portal and the MSVA’s website as an amendment to the RFP.

5.4 Contract Rights

Contract rights do not vest in any party until a contract is legally executed. MSVA is under no obligation to award a contract following issuance of this solicitation.

INTENTIONALLY 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-

3200001530, all Amendments and the attachments herein;

2. That the company meets all requirements and acknowledges all certifications contained in this Request for Proposals, RFP-3200001530, all Amendments and the attachments herein;

3. That the company agrees to all provisions of this Request for Proposals, RFP-

3200001530, 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

Certification and Assurances

This page must be completed and included in the proposal

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 VENDOR'S CONTINGENT FEES

REPRESENTATION REGARDING

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

Name/Title:_____________________________________________________________

Signature:_______________________________________________________________

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:

By submitting a proposal, the vendor is agreeing to these clauses

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 Mississippi.

2. APPROVAL - It is understood that if this contract requires approval by the Public Procurement Review Board (“PPRB”) and/or the Department of Finance and Administration Office of Personal Service Contract Review (“OPSCR”), and this contract is not approved by PPRB and/or OPSCR, it is void and no payment shall be made hereunder.

3. PAYMODE - Payments by MSVA using the state’s accounting system shall be made and remittance information provided electronically as directed by the state and deposited into the bank account of Contractor’s choice. MSVA may, at its sole discretion, require Contractor to electronically submit invoices and supporting documentation at any time during the term of this Agreement.

Contractor understands and agrees that the Agency is exempt from the payment of Mississippi taxes.

All payments shall be in United States currency.

4. TERMINATION FOR CONVENIENCE- MSVA may, when the interests of the Agency so require, terminate this contract in whole or in part, for the convenience of the Agency. MSVA shall give written notice of the termination to Contractor specifying the part of the contract terminated and when termination becomes effective. Contractor shall incur no further obligations in connection with the terminated work and on the date set in the notice of termination Contractor will stop work to the extent specified. Contractor shall complete the work not terminated by the notice of termination and may incur obligations as are necessary to do so.

5. TERMINATION FOR DEFAULT- If MSVA gives the Contractor a notice that the personal or professional services are being provided in a manner that is deficient, the Contractor shall have 30 days to cure the deficiency. If the Contractor fails to cure the deficiency, the MSVA may terminate the contract for default and the Contractor will be liable for the additional cost to MSVA to procure the personal and professional services from another source. Termination under this paragraph could result in Contractor being excluded from future contract awards pursuant to Chapter 15 of the Public Procurement Review Board Office of Personal Service Contract Review Rules and Regulations. Any termination wrongly labelled termination for default shall be deemed a termination for convenience.

6. 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 appropriated funds. If the funds anticipated for the continuing time fulfillment of the agreement are, at any time, not forthcoming or insufficient, regardless of the source of funding, MSVA shall have the right upon ten (10) business 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.

7. COMPLIANCE WITH LAWS - Contractor shall comply with, and all activities under this agreement shall be subject to, all applicable federal, state, and local laws and regulations, as now existing and as may be amended or modified.

8. REPRESENTATION REGARDING GRATUITIES - The Contractor represents that it has not, is not, and will not offer, give, or agree to give any employee or former employee of MSVA a gratuity or offer of employment in connection with any approval, disapproval, recommendation, development, or any other action or decision related to the solicitation and resulting contract. Contractor further represents that no employee or former employee of MSVA has or is soliciting, demanding, accepting, or agreeing to accept a gratuity or offer of employment for the reasons previously stated; any such action by an employee or former employee in the future, if any, will be rejected by contractor.

Contractor further represents that it is in compliance with the Mississippi Ethics in Government laws, codified at Mississippi Code Annotated §§ 25-4-101 through 25-4-121, and has not solicited any employee or former employee to act in violation of said law.

9. STOP WORK ORDER- MSVA may, by written order to Contractor at any time, require Contractor to stop all or any part of the work called for by this contract. This order shall be for a period of time specified by MSVA. Upon receipt of such an order, Contractor shall forthwith comply with its terms and take all reasonable steps to minimize any further cost to MSVA. Upon expiration of the stop work order, Contractor shall resume providing the services which were subject to the stop work order, unless MSVA has terminated that part of the agreement or terminated the agreement in its entirety. MSVA is not liable for payment for services which were not rendered due to the stop work order.

10. E-PAYMENT - Contractor agrees to accept all payments in United States currency via the State of Mississippi's electronic payment and remittance vehicle. The agency agrees to make payment in accordance with Mississippi "Timely Payments for Purchases by Public Bodies" laws, which generally provides for payment of undisputed amounts by the Agency within forty-five (45) calendar days of receipt of invoice. Mississippi Code Annotated § 317-301, et seq.

11. E-VERIFICATION - If applicable, Contractor represents and warrants that it will ensure its compliance with the Mississippi Employment Protection Act and will register and participate in the status verification system for all newly hired employees. Mississippi Code Annotated §§ 71-11-1 and 71-11-3. Contractor agrees to provide a copy of each verification upon request of MSVA subject to approval by any agencies of the United States Government. Contractor further represents and warrants that any person assigned to perform services hereafter meets the employment eligibility requirements of all immigration laws. The breach of this clause may subject Contractor to the following: (1) termination of this contract and exclusion pursuant to Chapter 15 of the Public Procurement Review Board Office of Personal Service Contract Review Rules and Regulations; (2) the loss of any license, permit, certification or other document granted to Contractor by an agency, department, or governmental entity for the right to do business in Mississippi; or (3) both. In the event of such termination, Contractor would also be liable for any additional costs incurred by the Agency due to Contract cancellation or loss of license or permit to do business in the state.

12. CONTRACT ASSIGNMENT AND SUBCONTRACTING - Contractor acknowledges that it was selected by MSVA 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 MSVA, which the State may, in its sole discretion, approve or deny without reason. Any attempted assignment or transfer of its obligations without such consent of MSVA shall be null and void. Approval of any subcontract by MSVA shall be deemed in any way to provide for the incurrence of any obligation of MSVA.

Subcontracts shall be subject to the terms and conditions of this agreement and to any conditions of approval that MSVA may deem necessary. Subject to the foregoing, this agreement shall be binding upon the respective successors and assigns of the parties.

13. CERTIFICATION OF INDEPENDENT PRICE DETERMINATION- By submitting a bid, the bidder certifies that the prices submitted in response to the solicitation have been arrived at independently and without any consultation, communication, or agreement with any other bidder or competitor for the purpose of restricting competition.

14. ATTORNEY'S FEES AND EXPENSES - In the event Contractor defaults on any obligations under this Agreement, Contractor shall pay to MSVA all costs and expenses, without limitation, incurred by MSVA in enforcing this Agreement or reasonably related to enforcing this Agreement.

This includes but is not limited to investigative fees, court costs, and attorneys’ fees. Under no circumstances shall MSVA be obligated to pay attorneys’ fees or legal costs to Contractor.

15. AUTHORITY TO CONTRACT - Contractor warrants: (1) that it is a validly organized business with valid authority to enter into this agreement; (2) that it is qualified to do business and in good standing in the State of Mississippi; (3) 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, (4) 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.

16. INFORMATION DESIGNATED BY CONTRACTOR AS CONFIDENTIAL - Any disclosure of those materials, documents, data, and other information which Contractor has designated in writing as proprietary and confidential shall be subject to the provisions of Mississippi Code Annotated §§ 25-61-9 and 79-23-1. The services to be provided, the unit prices and overall price to be paid, and the term of the contract shall not be deemed to be a trade secret, or confidential commercial or financial information.

17. INFORMATION DESIGNATED BY AGENCY AS CONFIDENTIAL - Any liability resulting from the wrongful disclosure of confidential information on the part of Contractor or its subcontractor shall rest with Contractor. Disclosure of any confidential information by Contractor or its subcontractor without the express written approval of MSVA shall result in the immediate termination of this agreement.

18. CONFIDENTIALITY - MSVA is a public agency of the State of Mississippi and is subject to the Mississippi Public Records Act 1983. Mississippi Code Annotated §§ 25-61-1 et seq. If a public records request is made for any information provided to MSVA by Contractor, MSVA shall follow the provisions of Mississippi Code Annotated §§ 25-61-9 and 79-23-1 before disclosing such information – unless Contractor has previously indicated the information is not a trade secret or confidential commercial and financial information. MSVA shall not be liable to the Contractor for disclosure of information required by court order or required by law.

19. CONTRACTOR PERSONNEL - MSVA shall, throughout the life of the contract, have the right of reasonable rejection and approval of staff or subcontractors assigned to the work by Contractor. If the MSVA reasonably rejects staff or subcontractors, Contractor must provide replacement staff or subcontractors satisfactory to the MSVA in a timely manner and at no additional cost to the MSVA.

The day-to-day supervision and control of Contractor's employees and subcontractors is the sole responsibility of Contractor.

20. COPYRIGHTS - Contractor agrees that the rights and title to any copyrightable material first produced under this agreement belongs to MSVA. Contractor hereby grants to MSVA a royalty-free, nonexclusive, irrevocable license to reproduce, translate, publish, use and dispose of, and to authorize others to do so, all copyrighted or copyrightable work which is incorporated in the material furnished under the agreement regardless of whether it was first produced under this agreement. This grant is provided that such license shall be only to the extent Contractor now has, or prior to the completion of full final settlements of agreement may acquire, the right to grant such license without becoming liable to pay compensation to others.

21. EXCLUSION OR DEBARMENT - By submitting a proposal in response to the RFQ, the bidder certifies that it is not currently excluded or debarred from future contract awards by any political subdivision or agency of any state, federal, local, or county government. Bidder further certifies that it is not an agent of any such person or entity.

Bidder certifies that it has not, in the five-year period preceding its offer, been convicted of or had a civil judgment rendered against it for commission of a fraud or criminal offense in connection with obtaining, attempting to obtain, or performance of a public contract; violation of antitrust laws; or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property. Bidder certifies that it is not presently indicted or otherwise criminally or civilly charged with the commission of any of the acts listed herein.

Bidder certifies that, within the past five years, it has not had a contract with a governmental entity terminated due to the Bidder’s failure to perform, default, or any other action or inaction by the bidder.

22. DISCLOSURE OF CONFIDENTIAL INFORMATION REQUIRED BY LAW- In the event that either party to this Agreement receives notice that a third-party has served upon it a subpoena or other validly issued administrative or judicial process ordering divulgence of the other party’s data or other information, the party subject to the subpoena or other legal process shall promptly inform the other party at the earliest reasonable opportunity, unless prohibited by law from doing so. Thereafter, the party subject to the legal process shall respond to the extent mandated by law. This section shall survive the termination or completion of this agreement. The parties agree that this section is subject to and superseded by Mississippi Code Annotated §§ 25-61-1, et seq.

23. FAILURE TO DELIVER - In the event of failure of Contractor to deliver services in accordance with the contract terms and conditions, the MSVA, after due oral or written notice, may procure the services from other sources and hold Contractor responsible for any resulting additional purchase and administrative costs. This remedy shall be in addition to any other remedies that the MSVA may have.

24. FAILURE TO ENFORCE DOES NOT CONSTITUTE WAIVER - Failure by the MSVA at any time to enforce the provisions of the contract shall not be construed as a waiver of any such provisions.

Such failure to enforce shall not affect the validity of the contract or any part thereof or the right of the MSVA to enforce any provision at any time in accordance with its terms.

25. FORCE MAJEURE - Each party shall be excused from performance for any period and to the extent that it is prevented from performing any obligation or service, in whole or in part, as a result of causes beyond the reasonable control and without the fault or negligence of such party and/or its subcontractors. Such acts shall include without limitation acts of God, strikes, lockouts, riots, acts of war, epidemics, governmental regulations superimposed after the fact, fire, earthquakes, floods, or other natural disasters ("force majeure events"). When such a cause arises, Contractor shall notify in writing at its earliest reasonable opportunity of the cause of its inability to perform, how it affects its performance, and the anticipated duration of the inability to perform. All parties shall make reasonable efforts to minimize the impact of the force majeure event on contract performance. MSVA may exercise any rights it has under the contract which are available when neither party is in default.

26. HIPAA COMPLIANCE - Contractor agrees to comply with the "Administrative Simplification" provisions of the Health Insurance Portability and Accountability Act of 1996, including electronic data interchange, code sets, identifiers, security, and privacy provisions, as may be applicable to the services under this contract.

27. INDEMNIFICATION - To the fullest extent allowed by law, Contractor shall indemnify, defend, save and hold harmless, protect, and exonerate the agency, its commissioners, board members, officers, employees, agents, and representatives, and the State of Mississippi from and against all claims, demands, liabilities, suits, actions, damages, losses, and costs of every kind and nature whatsoever including, without limitation, court costs, investigative fees and expenses, and attorney's fees, arising out of or caused by Contractor and/or its partners, principals, agents, employees and/or subcontractors in the performance of or failure to perform this agreement. In MSVA sole discretion upon approval of the Office of the Mississippi Attorney General and MSVA. Contractor may be allowed to control the defense of any such claim, suit, etc. In the event Contractor defends said claim, suit, etc., Contractor shall use legal counsel acceptable to the Office of the Mississippi Attorney General and MSVA. Contractor shall be solely responsible for all costs and/or expenses associated with such defense, and MSVA shall be entitled to participate in said defense. Contractor shall not settle any claim, suit, etc. without the concurrence of the Office of the Mississippi Attorney General and MSVA, which shall not be unreasonably withheld.

28. INDEPENDENT CONTRACTOR STATUS - Contractor shall, at all times, be regarded as and shall be legally considered an independent contractor and shall at no time act as an agent for MSVA.

Nothing contained herein shall be deemed or construed by MSVA, Contractor, or any third party as creating the relationship of principal and agent, master and servant, partners, joint ventures, employer and employee, or any similar such relationship between MSVA and Contractor. Neither the method of computation of fees or other charges, nor any other provision contained herein, nor any acts of MSVA or Contractor hereunder creates, or shall be deemed to create a relationship other than the independent relationship of MSVA and Contractor. Contractor's personnel shall not be deemed in any way, directly or indirectly, expressly or by implication, to be employees of the State. Neither Contractor nor its employees shall, under any circumstances, be considered servants, agents, or employees of the MSVA, and the MSVA shall be at no time legally responsible for any negligence or other wrongdoing by Contractor, its servants, agents, or employees. The MSVA shall not withhold from the contract payments to Contractor any federal or state unemployment taxes, federal or state income taxes, Social Security tax, or any other amounts for benefits to Contractor. Further, the MSVA shall not provide to Contractor any insurance coverage or other benefits, including Worker's Compensation, normally provided by the State for its employees.

29. MODIFICATION OR RENEGOTIATION - The parties agree to renegotiate the agreement in good faith if federal and/or state revisions to any applicable laws or regulations make changes in this agreement necessary. This agreement may be modified only by written agreement signed by the parties hereto and approval by the Public Procurement Review Board, if required.

30. NO LIMITATION OF LIABILITY - Nothing in this agreement shall be interpreted as excluding or limiting any liability of the Contractor for harm arising out of the Contractor’s or its subcontractors’ performance under this agreement.

31. NOTICES - All notices required or permitted to be given under this agreement shall be in writing and personally delivered or sent by certified United States mail, postage prepaid, return receipt requested, to the party to whom the notice should be given at the address set forth below. Notice shall be deemed given when actually received or when refused. The parties agree to promptly notify each other in writing of any change of address.

32. ORAL STATEMENTS - No oral statement of any person shall modify or otherwise affect the terms, conditions, or specifications stated in this contract. All modifications to the contract shall be made in writing by the MSVA, agreed to by Contractor ̧and approved by the Public Procurement Review Board, if required.

33. OWNERSHIP OF DOCUMENTS AND WORK PAPERS - MSVA shall own all documents, files, reports, work papers and working documentation, electronic or otherwise, created in connection with the project which is the subject of this agreement, except for Contractor’s internal administrative and quality assurance files and internal project correspondence. Contractor shall deliver such documents and work papers to MSVA upon termination or completion of the agreement. The foregoing notwithstanding, Contractor shall be entitled to retain a set of such work papers for its files and shall obtain written permission from MSVA to use such workpapers, subject to any copyright protections.

34. QUALITY CONTROL - Contractor shall institute and maintain throughout the contract period a properly documented quality control program designed to ensure that the services are provided at all times and in all respects in accordance with the contract. The program shall include providing supervision and conducting frequent inspections of Contractor’s staff and ensuring that accurate records are maintained describing the disposition of all complaints. The records so created shall be open to inspection by the MSVA.

35. RECORD RETENTION AND ACCESS TO RECORDS - Contractor shall maintain such financial records and other records as may be prescribed by the MSVA or by applicable federal and state laws, rules, and regulations. Provided Contractor is given reasonable advance written notice and such inspection is made during normal business hours of Contractor, the MSVA or any duly authorized representatives shall have unimpeded, prompt access to any of Contractor’s books, documents, papers, and/or records which are relevant to this agreement. All records related to this agreement shall be retained by Contractor for three years after final payment is made under this agreement and all pending matters are closed; however, if any audit, litigation or other action arising out of or related in any way to this project is commenced before the end of the three year period, the records shall be retained for one year after all issues arising out of the action are finally resolved or until the end of the three year period, whichever is later.

36. RECOVERY OF MONEY - Whenever, under the contract, any sum of money shall be recoverable from or payable by Contractor to the MSVA, the same amount may be deducted from any sum due to Contractor under the contract or under any other contract between Contractor and the MSVA. The rights of the MSVA are in addition and without prejudice to any other right the MSVA may have to claim the amount of any loss or damage suffered by the MSVA on account of the acts or omissions of Contractor.

37. REQUIREMENTS CONTRACT - During the period of the contract, Contractor shall provide all services described in the contract. Contractor understands and agrees that this is a requirements contract and that the MSVA shall have no obligation to Contractor if no services are required. Any quantities that are included in the scope of work reflect the current expectations of the MSVA for the period of the contract. The amount is only an estimate and Contractor understands and agrees that the MSVA is under no obligation to Contractor to utilize any amount of the services as a result of having provided this estimate or of having any typical or measurable requirement in the past. Contractor further understands and agrees that the MSVA may require services in an amount less than or in excess of the estimated annual contract amount and that the quantity actually used, whether in excess of the estimate or less than the estimate, shall not give rise to any claim for compensation other than the total of the unit prices in the contract for the quantity actually used.

38. RIGHT TO AUDIT - Contractor shall maintain such financial records and other records as may be prescribed by the MSVA or by applicable federal and state laws and regulations. Contractor shall retain these records for a period of three years after final payment, or until they are audited by the MSVA, whichever event occurs first. These records shall be made available during the term of the contract and the subsequent three-year period for examination, transcription, and audit by the MSVA, the Mississippi State Auditor’s Office, and/or other entity of the state.

39. RIGHT TO INSPECT FACILITY - The MSVA may, at reasonable times, inspect the place of business of a Contractor or any subcontractor which is related to the performance of any contract awarded by the MSVA.

40. SEVERABILITY - If any part of this agreement is declared to be invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision of the agreement that can be given effect without the invalid or unenforceable provision, and to this end the provisions hereof are severable. In such event, the parties shall amend the agreement as necessary to reflect the original intent of the parties and to bring any invalid or unenforceable provisions in compliance with applicable law.

41. STATE PROPERTY - Contractor will be responsible for the proper custody and care of any state-owned property furnished for Contractor’s use in connection with the performance of this agreement.

Contractor will reimburse the state for any loss or damage, normal wear and tear excepted.

42. THIRD PARTY ACTION NOTIFICATION - Contractor shall give the customer prompt notice in writing of any action or suit filed, and prompt notice of any claim made against Contractor by any entity that may result in litigation related in any way to this agreement.

43. PROCUREMENT REGULATIONS - This contract shall be governed by the applicable provisions of the Public Procurement Review Board Office of Personal Service Contract Review Rules and Regulations, a copy of which is available on the Mississippi Department of Finance and Administration’s website (www.dfa.ms.gov).