RFQF-BID PACKET HELMETS 2026.pdf

MISSISSIPPI DEPARTMENT OF REHABILITATION SERVICES

REQUEST FOR QUOTES-FORMAL (RFQF)

SOLICITATION NUMBER: Invitation for Formal Quote # 3140004501

DESCRIPTION: Request for Quotes-Formal for 10,000 Children’s Multi Sport Safety Helmets

OFFER DUE DATE AND TIME: March 25, 2026 at 4:00 PM

ESTIMATED REVERSE AUCTION

DATE AND TIME: April 16, 2026 at 10:00 AM

Quotes for the services specified will be received by the Mississippi Department of Rehabilitation Services at the below specified location until the time and date cited. Quotes received by the correct time and date will be opened.

Quote Submittal Location:

Mississippi Dept. of Rehabilitation Services Attn: Jordan Carroll, Purchasing 1281 Hwy 51 N Madison, MS 39110

Quotes must be in the actual possession of the Purchasing Department of The Mississippi Department of Rehabilitation Services on or prior to the time and date, and at the location indicated above. Late quotes will not be considered. See Quote Submission Requirement Section for items to include in the Quotes. Failure to meet Quote requirements may be grounds for disqualification.

CONTRACTORS ARE STRONGLY ENCOURAGED TO CAREFULLY READ THE ENTIRE

SOLICITATION.

1.0 Introduction

The Mississippi Department of Rehabilitation Services (MDRS), hereinafter referred to as (“Department”) is soliciting quotes from all persons or entities interested in entering into a reverse auction and contract with the Department for the purchase of 10,000 children’s multi-sport safety helmets. The helmets will be given as a promotional item to school children in an effort to prevent traumatic brain injuries. MDRS will award this contract in full or part to the qualified person or entity that is awarded the reverse auction that is most advantageous to the Department, and the taxpayers of this state.

The Mississippi Department of Rehabilitation Services reserves the right to reject any and/or all Quotes, to waive any informality in Quotes, and unless otherwise specified by the Quotes, to accept any items on the Quotes. All purchases by the Mississippi Department of Rehabilitation Services are dependent upon availability of funds.

The specifications, including experience and qualifications requirements, the terms and conditions provided in the Quote, hereby become part of the final contract awarded to the successful Contractor. MDRS retains the right to include in the contract the specifications and terms and conditions in part or in full as listed in the Quote package which it deems necessary for the successful completion of the project.

In accordance to state and federal law, the solicitation includes an E-Verify Section.

2.0 General Conditions

It is the responsibility of the prospective Contractors to review the entire solicitation packet and to notify The Mississippi Department of Rehabilitation Services if the specifications and instructions are formulated in a manner which would unnecessarily restrict competition. Any protest, concerns or questions concerning the specifications, instructions or solicitation procedures must be received in writing by The Mississippi Department of Rehabilitation Services not less than 72 hours prior to the time and date set for the solicitation opening.

Any requests or questions concerning this quote and reverse auction solicitation or the quote / reverse auction process must be in writing and addressed to:

Jordan Carroll, Purchasing Mississippi Department of Rehabilitation Services P.O. Box 1698 Jackson, Mississippi 39215–1698

FAX NUMBER (601) 853-5387

Email Address – jcarroll@mdrs.ms.gov

OR

mailto:jcarroll@mdrs.ms.gov

Casey Smith, Purchasing

1281 Hwy N Madison, MS 39110

FAX NUMBER (601) 853-5387

Email Address – cdsmith@mdrs.ms.gov

Responding Contractors/ Vendors must provide a written quote on forms approved by the agency or through the State of Mississippi’s e-procurement system (MAGIC) along with any other requested documentation, with the initial response.

Sealed formal quotes must be received by the Mississippi Department of Rehabilitation Services at the address and time set forth on page 1 of the Request for Formal Quote (RFQF). The Formal Quotes along with independent market data will be used to determine market pricing and set the auction parameters (e.g., Start Price) for the reverse auction.

No Quote shall be altered or amended after the specified time for opening of Quotes. All prices and notations on paper quotes must be printed in ink or typewritten. No erasures are permitted. Errors may be crossed out and corrections printed in ink or typewritten adjacent and must be initialed, in ink, by the person signing the quote.

Quote submissions will be evaluated and suppliers will be prequalified to participate in the reverse auction. The Mississippi Department of Rehabilitation Services reserves the right to extend the auction date and or time if necessary to complete prequalification. An invite notice to participate in the reverse auction will be sent to qualifying Contractors/Vendors.

The agency will review the results of the auction and make a determination in a timely manner.

No award will be made either stated or implied at the formal quote opening or reverse auction.

No contracts and or purchases will be made or entered into automatically as a result from the (RFQF) or reverse auction. After the close of the quote opening the Quotes will be considered to be in the evaluation/prequalification process and will not be available for review by the Contractors. Questions will not be answered as a result of telephone inquiries.

Failure to examine any drawings, specifications, and instructions will be at bidder's risk.

Vendor must Price each item separately. Unit prices shall be shown. Bid prices must be net.

It is understood that reference to available specifications shall be sufficient to make the terms of such specifications binding on the bidder. Bidders must furnish all information requested in the bid specifications. Further, when required, each bidder must submit for bid evaluation cuts, sketches, descriptive literature and technical specifications covering the product offered.

mailto:cdsmith@mdrs.ms.gov

Samples of items, when requested, must be furnished free of expense, and if not destroyed in testing will, upon request, be returned at the bidder's expense. Request for the return of samples must be made within ten (10) days following opening bids. Each individual sample must be labeled with bidder's name, manufacturer's brand name and number.

Invoices are to be mailed to: Mississippi Department of Rehabilitation Services Attention: Jordan Carroll

P. O. Box 1698 Jackson, MS 39215

Payment will be made 45 (forty-five) days after completion (approved and accepted) and an original invoice is submitted for payment.

** ALL QUOTES MUST BE SIGNED BY A PERSON HAVING THE LEGAL AUTHORITHY TO BIND

THEIR FIRM IN A CONTRACT.

If the agency is closed for any reason, including but not limited to: acts of God, strikes, lockouts, riots, acts of war, epidemics, governmental regulations superimposed after the fact, fire, earthquakes, floods, or other natural disasters (the “Force Majeure Events”), which closure prevents the opening of solicitations at the date and time, all solicitations received shall be opened on the next business day that the agency shall be open. The new date and time of the solicitation opening, as determined in accordance with this paragraph, shall not be advertised, and all Vendors/Contractors, upon submission of a solicitation, shall be deemed to have knowledge of and shall have agreed to the provisions of this paragraph. Solicitations shall be received by the agency until the new date and time of the solicitation opening as set forth herein. MDRS shall not be held responsible for the receipt of any solicitation for which the delivery was attempted and failed due to the closure of the agency as a result of a Force Majeure Event. Each Vendor/Contractor shall be required to ensure the delivery and receipt of its solicitation by the agency prior to the new date and time of the live auction or solicitation opening.

3. Instructions and Special Conditions

Reverse Auction Process.

1. A Request for Quotes Formal (RFQF) - shall be advertised in accordance with Section

3.106.05.4 of Mississippi Procurement Manual. The Department shall advertise for 14 consecutive days in accordance with Section 31-7-13(c)(i)(1) of the Miss. Code Ann.

Responses to the RFQF will be due not less than, but can be more than the 8th working day after the last day of advertisement. Bid opportunities may be found on the MS Procurement Portal, (RFx) Procurement Opportunities or by searching in MAGIC. Once the responses have been received and the Opening Date has been reached, the Department will review the submissions to qualify bidders and determine a starting price for reverse auction items. Anyone can participate in the pre-qualifying RFQF. Only bidders who submit a qualifying response to the RFx (RFQF) are invited to participate in the Reverse Auction. The reverse auction will occur only after the purchasing agent has had sufficient time to prequalify the suppliers.

2. Responses to the RFQF will be reviewed by the Department for responsiveness to specifications. Price quotes received will be evaluated in conjunction with other market research to determine the starting price for the Auction.

3. The Department will accept bidder responses in MAGIC who have qualified meeting

RFx specifications. Bidders not meeting specifications will not be allowed to participate in the Auction.

4. After prequalification of the Contractor’s/Vendor’s, the RFQF will be turned into a

Reverse Auction (RA). Once qualified, the Department will notify the vendor of Qualification and the date of the Live Auction via email. After receiving the confirmation email, bidders should review/ensure technical requirements for MAGIC have been met or confirm participation in person

a. To participate in the reverse auction (RA) Contractors/Vendors must ensure they are registered in the MAGIC, system and have received a login, password, and supplier number and that all technical requirements have been met.

b. In order to participate in the reverse auction the following technical requirements are necessary:

Acceptable Internet Browser(s)

• Microsoft Internet Explorer (IE) version 11

• Google Chrome with a Chrome extension called “IE Tab Extension” installed/enabled

(Note: Pop-up blocker must be turned off.)

Java Reverse Auction requires Java version 6.30 or higher. Java can be downloaded from following Web site: https://www.java.com/en/download/

c. Vendors who are new to MAGIC may visit the Vendor Information page on DFA’s Web Site, or register online, Vendor Registration. To log into MAGIC, open the following URL: https://portal.magic.ms.gov/irj/portal .

d. Passwords must be at least 8 characters long. Passwords must contain at least one uppercase letter. Passwords must contain at least one number.

https://www.java.com/en/download/ https://portal.magic.ms.gov/irj/portal

e. Complete step by step instructions for the Reverse Auction Bidder’s Guide can be found on the Vendor Information page of DFA’s Website.

f. If a Contractor/Vendor are unwilling or unable to participate through MAGIC, a representative can enter the Vendor’s bid(s) manually (i.e. Surrogate bidding).

Bidders participating in person by surrogate bidding must so indicate in their response to the initial Request for Quote-Formal (RFQF). If a vendor is requesting Surrogate bidding, sufficient notice of 72 hours is required to make arrangements to accommodate the Contractor/Vendor.

g. The Auction time may be extended at the discretion of the Department. Examples of reasons to extend an auction include, but are not limited to, technical difficulties experienced by the Department or bidder, the need to pause the Auction, or bids placed within the last few moments of bidding.

h. Communication with bidders participating electronically during the Auction may be done via the Live Chat Feature. The Department has the ability to send messages to particular bidders or broadcast to all bidders. Bidders can ONLY communicate with the Department, not other bidders.

i. Bidders may be removed from a Live Auction for improper conduct, including but not limited to profanity, threats, consistently entering erroneous or extremely low bids, or other disruptive behavior.

3. BID SUBMISSION

a. When submitting a bid electronically, the authorized signature may be typed or be an electronic signature.

b. Bids and modifications or corrections received after the closing time specified will not be considered.

c. When submitting the response to the RFQF in MAGIC, bidder must ensure all questions have been answered within the RFQF and all proposed items in bid have a response.

d. Bidders submitting paper responses should submit responses to the Mississippi

Department of Rehabilitation Services by the response deadline.

4. ACCEPTANCE OF BIDS the Mississippi Department of Rehabilitation Services reserves the right to reject any and all bids, to waive any informality in bids and unless otherwise specified by the bidders, to accept any items on the bid. The State reserves the right to modify or cancel in whole or in part its Invitation for Bids. If a bidder fails to state the time within which a submitted bid will expire, it is understood and agreed that the Department shall have 60 days to accept.

5. ERROR IN BID If a vendor is participating in a Live Auction, the vendor can notify the

Department in the event of an erroneous bid via the chat message feature. Erroneous bids, where the mistake is apparent to Department, may be deleted during the live auction.

7. AWARD

a. Contracts and purchases will be made or entered into with the lowest responsible bidder meeting specifications, except as otherwise specified in the bid specifications.

Where more than one item is specified in the specifications, the Department reserves the right to determine the low bidder either on the basis of the individual item(s) or on the basis of all items included in its Invitation for Bids, or as expressly provided in the Department’s Invitation for Bids.

b. Unless the bidder specified otherwise in the bid, the State may accept any item or group of items of any kind.

c. A written purchase order or contract award furnished to the successful bidder within the time of acceptance specified in the Invitation for Bid results in a binding contract without further action by either party.

d. The contract shall consist solely of these General Conditions, the Instructions and

Special Conditions, the successful bidder’s bid, and the written purchase order or contract award. The contract shall not be assignable in whole or in part without the written consent of the Department.

8. INSPECTION Final inspection and acceptance or rejection may be made at delivery destination, but all materials and workmanship shall be subject to inspection and test at all times and places, and when practicable. During manufacture, the right is reserved to reject articles which contain defective material and workmanship.

Rejected material shall be removed by and at the expense of the contractor promptly after notification or rejection. Final inspection and acceptance or rejection of the materials or supplies shall be made as promptly as practicable, but failure to inspect and accept or reject materials or supplies shall not impose liability on the Department or any subdivision thereof for such materials or supplies as are not in accordance with the specification. In the event necessity requires the use of materials or supplies not conforming to the specification, payment therefore may be made at a proper reduction in price.

9. TAXES the Department is exempt from federal excise taxes and state and local sales or use taxes and bidders must quote prices which do not include such taxes.

Exemption certificates will be furnished upon request. Contractors making improvements to, additions to or repair work on real property on behalf of the Department are liable for any applicable sales or use tax on purchase of tangible personal property for use in connection with the contracts. Contractors are likewise liable for any applicable use tax on tangible personal property furnished to them by the Department for use in connection with their contracts.

10. GIFTS, REBATE, GRATUITIES Acceptance of gifts from bidders is prohibited. No officer or employee of the Department, nor any head of any state department, institution or agency, nor any employee of any state department, institution or agency charged with responsibility of initiating requisitions, shall accept or receive, directly or indirectly, from any person, firm or corporation to whom any contract for the purchase of materials, supplies, or equipment for the State of Mississippi may be awarded, by rebate, gifts, or otherwise, any money or anything of value whatsoever, or any promise, obligation or contract for future rewards or compensation.

Bidding by state employees is prohibited. It is unlawful for any state official or employee to bid on, or sell, or offer for sale, any merchandise equipment or material, or similar commodity to the State during the tenure of his or her office or employment, or for the period prescribed by law thereafter, or to have any interest in the selling of the same to the State.

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

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

13. 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.

14. PROSPECTIVE CONTRACTOR’S REPRESENTATION REGARDING CONTINGENT FEES The prospective Contractor represents as a part of such Contractor’s bid or proposal that such Contractor has not retained any person or agency on a percentage, commission, or other contingent arrangement to secure this contract.

15. ACKNOWLEDGMENT OF ADDENDA. Addenda modifying plans and/or specifications may be issued if time permits. No addendum will be issued within a period of two (2) working days prior to the time and date set for the bid opening. Should it become necessary to issue an addendum within the two (2) day period prior to the bid opening, the bid date will be reset to a date not less than five (5) working days after the date of the addendum, giving bidders ample time to comply with the addendum.

When replying to a bid request on which an addendum has been issued, and the specifications require acknowledgement, the bid shall indicate that provisions of the addendum have been noted and that the bid is being offered in compliance therewith. Failure to make this statement may result in the bid being rejected as not being in accordance with the revised specifications or plans.

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

16. NONRESPONSIVE BIDS Nonresponsive bids will not be considered. A non-responsive bid is considered to be a bid that does not comply with the minimum provisions of the specification. Any bidder found to repeatedly offer alternated products that are not compliant with specifications in an attempt to obtain a contract on the basis of pricing only will be disqualified from bidding for a period of 24 months.

17. SPECIFICATION CLARIFICATION It shall be incumbent upon all bidders to understand the provisions of the specifications and to obtain clarification prior to the time and date set for the live auction or bid opening. Such clarification will be answered only in response to a written request submitted in the specified amount of time set by MDRS. MDRS reserves the right to specify a time frame in which clarification request shall be made.

18. BID INFORMATION Bid information and documents may be examined pursuant to the

Mississippi Public Records Act of 1983, MS Code 25-61-1 et seq.

19. PRECEDENCE bids shall be made and the contract shall be entered into in accordance with the General Conditions as hereinafter amended and modified. Should a conflict exist between the General Conditions and the Instructions and Special Conditions, the Instructions and Special Conditions shall take precedence.

20. COMPETITION There is no federal or state laws that prohibit bidders from submitting a bid lower than a price or bid given to the U.S. Government. Bidders may bid lower than U.S. Government contract price without any liability as the State is exempt from the provisions of the Robinson-Patman Act and other related laws. In addition, the U.S. Government has no provisions in any of its purchasing arrangements with bidders whereby a lower price to the State must automatically be given to the U.S.

Government.

21. INFORMATION DESIGNATED BY CONTRACTOR AS CONFIDENTIAL

Any disclosure of those materials, documents, data, and other information which Contractor has designated in writing as proprietary and confidential shall be subject to the provisions of Mississippi Code Annotated §§ 25-61-9 and 79-23-1. As provided in the contract, the personal or professional services to be provided, the price to be paid, and the term of the contract shall not be deemed to be a trade secret, or confidential commercial or financial information. Any liability resulting from the wrongful disclosure of confidential information on the part of Contractor or its subcontractor shall rest with Contractor. Disclosure of any confidential information by Contractor or its subcontractor without the express written approval of the Department shall result in the immediate termination of this agreement.

22. CONFIDENTIALITY Notwithstanding any provision to the contrary contained herein, it is recognized that Department is a public agency of the State of Mississippi and is subject to the Mississippi Public Records Act. Mississippi Code Annotated §§ 25-61-1 et seq. If a public records request is made for any information provided to Department pursuant to the agreement and designated by the Contractor in writing as trade secrets or other proprietary confidential information, Department shall follow the provisions of Mississippi Code Annotated §§ 25-61-9 and 79-23-1 before disclosing such information. The Department shall not be liable to the Contractor for disclosure of information required by court order or required by law.

23. DISCLOSURE OF CONFIDENTIAL INFORMATION In the event that either party to this agreement receives notice that a third party requests divulgence of confidential or otherwise protected information and/or has served upon it a subpoena or other validly issued administrative or judicial process ordering divulgence of confidential or otherwise protected information that party shall promptly inform the other party and thereafter respond in conformity with such subpoena to the extent mandated by law. This section shall survive the termination or completion of this agreement. The parties agree that this section is subject to and superseded by Mississippi Code Annotated §§ 25-61-1 et seq.

24. EXCEPTIONS TO CONFIDENTIAL INFORMATION Contractor and the State shall not be obligated to treat as confidential and proprietary any information disclosed by the other party (“disclosing party”) which: (1) is rightfully known to the recipient prior to negotiations leading to this agreement, other than information obtained in confidence under prior engagements; (2) is generally known or easily ascertainable by nonparties of ordinary skill in the business of the customer; (3) is released by the disclosing party to any other person, firm, or entity (including governmental agencies or bureaus) without restriction; (4) is independently developed by the recipient without any reliance on confidential information; (5) is or later becomes part of the public domain or may be lawfully obtained by the State or Contractor from any nonparty; or, (6) is disclosed with the disclosing party’s prior written consent.

25. ERRORS IN EXTENSION If the unit price and the extension price are at variance, the unit price shall prevail.

26. LATE SUBMISSIONS A bid received at the place designated in the solicitation for receipt of bids after the exact time specified for receipt will not be considered unless it is the only bid received, or it is received before award is made and was sent by registered or certified mail not later than the fifth calendar day before the date specified for receipt of bids. It must be determined by the Department that the late receipt was due solely to mishandling by the Department after receipt at the specified address. The only acceptable evidence to establish the date of mailing of a late bid is the U.S. Postal Service postmark on the wrapper or on the original receipt from the U.S. Postal Service. If the postmark does not show a legible date, the contents of the envelope or package shall be processed as if mailed late. “Postmark” means a printed, stamped, or otherwise placed impression, exclusive of a postage meter impression, that is readily identifiable without further action as having been supplied and affixed by the U.S. Postal Service on the date of mailing. Bidders should request postal clerks to place a hand cancellation postmark (often called a bull’s eye) on both the receipt and the envelope or wrapper. The only acceptable evidence to establish the time of receipt at the office identified for bid opening is the time and date stamp of that office on the bid wrapper or other documentary evidence of receipt used by that office.

27. NONCONFORMING TERMS AND CONDITIONS A bid response that includes terms and conditions that do not conform to the terms and conditions in the bid document is subject to rejection as non-responsive. The Department reserves the right to permit the bidder to withdraw nonconforming terms and conditions from its bid response prior to a determination by the Department of non-responsiveness based on the submission of nonconforming terms and conditions.

28. QUALIFICATIONS OF BIDDERS The bidder may be required before the award of any contract to show to the complete satisfaction of the Department that it has the necessary facilities, ability, and financial resources to provide the service specified therein in a satisfactory manner. The bidder may also be required to give a past history and references in order to satisfy the Department in regard to the bidder’s qualifications. The Department may make reasonable investigations deemed necessary and proper to determine the ability of the bidder to perform the work, and the bidder shall furnish to the Department all information for this purpose that may be requested. The Department reserves the right to reject any bid if the evidence submitted by, or investigation of, the bidder fails to satisfy the Department that the bidder is properly qualified to carry out the obligations of the contract and to complete the work described therein. Evaluation of the bidder’s qualifications shall include:

(1) the ability, capacity, skill, and financial resources to perform the work or provide the service required;

(2) the ability of the bidder to perform the work or provide the service promptly or within the time specified, without delay or interference;

(3) the character, integrity, reputation, judgment, experience, and efficiency of the bidder; and,

(4) the quality of performance of previous contracts or services.

29. 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.

4. Contract Terms

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. AVAILIBILITY OF FUNDS It is expressly understood and agreed that the obligation of the Department 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 fulfillment of the agreement are, at any time, not forthcoming or insufficient, either through the failure of the federal government to provide funds or of the State of Mississippi to appropriate funds or the discontinuance or material alteration of the program under which funds were provided or if funds are not otherwise available to the Department, the Department 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 Department of any kind whatsoever. The effective date of termination shall be as specified in the notice of termination.

3. COMPLIANCE WITH LAWS Contractor understands that the Department 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.

4. 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 § 31-7-305.

5. 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 cancellations/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.

6. 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 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.

7. 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.

8. 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.

9. ANTITRUST By entering into a contract, Contractor conveys, sells, assigns, and transfers to the Department 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 Department under said contract.

10. 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.

11. 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.

12. CHANGE IN SCOPE OF WORK The Department 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 Department 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 the Department in writing of this belief. If the Department 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.

13. CONFLICT OF INTEREST Operator shall notify the Commission of any potential conflict of interest resulting from the representation of or service to other clients.

If such conflict cannot be resolved to the Commission's satisfaction, the Commission reserves the right to terminate this Contract.

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

15. COPYRIGHTS Contractor agrees that Department shall determine the disposition of the title to and the rights under any copyright by Contractor or employees on copyrightable material first produced or composed under this agreement. Further, Contractor hereby grants to Department 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 not first produced or composed by Contractor in the performance of this agreement, but which is incorporated in the material furnished under the 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 solely because of such grant.

16. DEBARMENT AND SUSPENSION Contractor certifies to the best of its knowledge and belief, that it:

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

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

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

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

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

17. FAILURE TO DELIVER In the event of failure of Contractor to deliver services in accordance with the contract terms and conditions, the Department, 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 Department may have.

18. FAILURE TO ENFORCE Failure by the Department 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 Department to enforce any provision at any time in accordance with its terms.

19. 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 the State immediately in writing of the cause of its inability to perform, how it affects its performance, and the anticipated duration of the inability to perform.

Delays in delivery or in meeting completion dates due to force majeure events shall automatically extend such dates for a period equal to the duration of the delay caused by such events, unless the State determines it to be in its best interest to terminate the agreement.

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

21. INDEPENDENT CONTRACTOR STATUS Contractor shall, at all times, be regarded as and shall be legally considered an independent contractor and shall at no time act as an agent for the State. Nothing contained herein shall be deemed or construed by the State, Contractor, or any third party as creating the relationship of principal and agent, master and servant, partners, joint ventures, employer and employee, or any similar such relationship between the State and Contractor. Neither the method of computation of fees or other charges, nor any other provision contained herein, nor any acts of the State or Contractor hereunder creates, or shall be deemed to create a relationship other than the independent relationship of the State and Contractor.

Contractor’s personnel shall not be deemed in any way, directly or indirectly, expressly or by implication, to be employees of the State. Neither Contractor nor its employees shall, under any circumstances, be considered servants, agents, or employees of the Department, and the Department shall be at no time legally responsible for any negligence or other wrongdoing by Contractor, its servants, agents, or employees. The Department 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 Department shall not provide to Contractor any insurance coverage or other benefits, including Worker’s Compensation, normally provided by the State for its employees.

22. INSURANCE Contractor represents that it will maintain workers’ compensation insurance which shall insure to the benefit of all Contractor’s personnel provided hereunder, comprehensive general liability or professional liability insurance, with minimum limits of $_________ per occurrence and fidelity bond insurance with minimum limits of $_______ . All general liability, professional liability and fidelity bond insurance will provide coverage to the Department as an additional insured.

The Department 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.

23. MODIFICATION OR RENEGOTIATION This agreement may be modified only by written agreement signed by the parties hereto. The parties agree to renegotiate the agreement if federal and/or state revisions of any applicable laws or regulations make changes in this agreement necessary.

24. NO LIMITATION OF LIABILITY Nothing in this agreement shall be interpreted as excluding or limiting any tort liability of Contractor for harm caused by the intentional or reckless conduct of Contractor or for damages incurred through the negligent performance of duties by Contractor or the delivery of products that are defective due to negligent construction.

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

For the Department: _______________________ (Name)

_______________________ (Title)

_______________________ (Address)

For the Contractor ________________________ (Name)

________________________ (Title)

________________________ (Address)

26. ORAL STATEMENTS No oral statement of any person shall modify or otherwise affect the terms, conditions, or specifications stated in this contract. All modifications to the contract must be made in writing by the Department and agreed to by Contractor.

27. OWNERSHIP OF DOCUMENTS AND WORK PAPERS Department 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 Department upon termination or completion of the agreement.

The foregoing notwithstanding, Contractor shall be entitled to retain a set of such work papers for its files. Contractor shall be entitled to use such work papers only after receiving written permission from Department and subject to any copyright protections.

28. PATENTS AND ROYALTIES Contractor covenants to save, defend, keep harmless, and indemnify the Department and all of its officers, departments, agencies, agents, and employees from and against all claims, loss, damage, injury, fines, penalties, and cost--including court costs and attorney’s fees, charges, liability, and exposure, however caused--for or on account of any copyright or patented or unpatented invention, process, or article manufactured or used in the performance of the contract, including its use by the Department. If Contractor uses any design, device, or material covered by patent or copyright, it is mutually agreed and understood without exception that the contract price includes all royalties or costs arising from the use of such design, device, or materials in any way in the work.

29. 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…