SPAT-ON-CULTCH RFP - FINAL.pdf

Mississippi Department of Marine Resources

SOLICITATION: Invitation for Bids (IFB)

SOLICITATION NUMBER:

3160008240

DESCRIPTION:

Oyster Spat-on-Cultch Production and Deployment

ISSUE DATE:

September 8, 2026

BID CLOSING LOCATION:

Mississippi Department of Marine Resources 1141 Bayview Avenue

Biloxi, Mississippi 39530

BID COORDINATOR:

Janie Ballew

(228) 523-4118 procurement@dmr.ms.gov

CLOSING DATE AND TIME: October 13, 2026 at 2:00 p.m.

mailto:procurement@dmr.ms.gov

1. INTRODUCTION

The Mississippi Department of Marine Resources (MDMR) manages the coastal resources for the State of Mississippi through the authority of the Mississippi Advisory Commission on Marine Resources. We are dedicated to enhancing, protecting, and conserving the marine interests of Mississippi for present and future generations. We manage all marine life, public trust wetlands, adjacent uplands, and waterfront areas for the long-term recreational, educational, commercial, and economic benefit of everyone.

2. PURPOSE

The MDMR is seeking bids from qualified contractors to provide oyster spat-on-cultch production and deployment services in support of public oyster reef restoration in the Mississippi Sound. This IFB is intended to open competitive bidding to qualified hatchery, remote-setting, and aquaculture production operations. The scope of work to be performed and the deliverables required under the contract are set forth herein.

3. TIMELINE

Start Date

• First Date of Advertisement:

• Second Date of Advertisement

September 8, 2026 September 15, 2026

Questions Submission Deadline Answers Posted

September 22, 2026 at 10:00 A.M.

September 23, 2026 at 4:00 P.M.

Bid Submission/Bid Open Deadline October 13, 2026

Bid Evaluations October 13, 2026

Anticipated Contract Intent to Award October 15, 2026

Contract Approval Unexecuted contract will require additional approval from DFA before it is awarded.

4. SCOPE OF SERVICES

The scope of work for the contract will include, but is not limited to, the following:

At a minimum, this contract requires:

1. Minimum 200,000,000 qualifying spat-on-cultch oysters deployed onto state-owned reefs.

2. Required density range of 30,000 to 80,000 qualifying spat per cubic yard of cultch material.

3. Minimum 4,000 cubic yards of cultch material. The 200,000,000 spat minimum must be distributed across the full 4,000 cubic yard minimum, not concentrated in a smaller volume at higher density. Meeting the spat total does not end the Contractor's obligation to deploy the full 4,000 cubic yards, and every cubic yard deployed toward that requirement, including deployments made after the spat total is reached, must still meet the 30,000 to 80,000 spat per cubic yard density range and the 5mm minimum size requirement.

4. Oysters must average 5mm or larger in size.

5. Produce oyster spat-on-cultch using broodstock sourced from Mississippi Sound waters.

6. Process and set cultch material to produce qualifying spat-on-cultch, with spat measuring an average minimum size of 5mm at the time of deployment.

7. Maintain spat density within a required range of 30,000 to 80,000 qualifying spat per cubic yard of cultch material.

8. Give MDMR at least forty-eight (48) hours' notice before any deployment.

9. Deploy spat-on-cultch Monday through Thursday only, unless otherwise pre-approved by

MDMR staff.

10. Allow cultch and spat health to be observed and approved by MDMR at the nursery, prior to material leaving for deployment.

11. Provide MDMR staff with on-site access and authority to inspect and verify production and deployment activities at all phases, including a minimum of two (2) MDMR staff present at every deployment.

12. Provide two (2) Contractor staff to participate in sample processing at each deployment, and propose a sampling plan for MDMR review and approval prior to contract execution.

The proposed sampling plan must meet MDMR's minimum standards for sample size, frequency, and chain-of-custody documentation. MDMR reserves the right to reject any proposed sampling plan or require revisions until it meets these standards, and retains final approval authority over the sampling methodology used throughout the term of the contract.

13. Maintain and provide records documenting broodstock source, spat set size and density, and production and deployment quantities for MDMR verification, with size measurements collected at every deployment.

5. DELIVERABLES

The deliverables are to include:

1. Qualifying spat-on-cultch, as described in the Scope of Work and verified by MDMR at each deployment to meet the required minimum size and density range.

2. An individual report for each deployment documenting quantities, deployment location, and date, with payment based only on the qualifying product delivered in that deployment.

3. Documentation supporting broodstock sourcing from Mississippi Sound waters.

4. Size measurement data collected at every deployment.

5. An MDMR-approved sampling plan, submitted prior to contract execution.

6. MINIMUM REQUIRED QUALIFICATIONS

The minimum qualifications for bidding include:

• Bidders must have documented experience in oyster hatchery operations, remote setting, or spat-on-cultch production.

• Bidders must have cultch material access and processing/setting capability sufficient to meet the scope of services described herein.

• Bidders must have the equipment and logistical capacity to deploy spat-on-cultch to designated reef sites in the Mississippi Sound.

• Bidders must be able to source broodstock from Mississippi Sound waters.

• Bidders must be able to propose a sampling plan for MDMR review and approval prior to contract execution. MDMR retains sole discretion to approve, reject, or require modification of any proposed sampling plan, and no contract will be executed until an MDMR approved sampling plan is in place

• Bidders must provide two (2) professional references familiar with the bidder's abilities as described in this IFB.

• By submitting a bid, you are certifying that you are not currently debarred from bidding by the State, any political subdivision of the State (towns, cities, counties, agencies, etc.), any other state, or the federal government. You also certify that you are not submitting a bid as an agent of someone so debarred.

• Bidders are required to be electronically registered in Mississippi’s Accountability System for Government Information and Collaboration (MAGIC) before submitting their bid.

Instructions for registering in MAGIC can be found below in Section 10.

The minimum qualifications for contracting include:

• Vendors which are domestic corporations, limited liability companies, or limited partnerships must be in good standing with the Mississippi Secretary of State.

• Vendors which are foreign corporations, limited liability companies, or limited partnerships may be required to register with the Mississippi Secretary of State to transact business in Mississippi. See Miss. Code Ann § 79-4-15.01.

7. BASIS FOR AWARD

The MDMR will award the bid to the lowest responsive, responsible bidder who meets all required specifications, subject to approval by the Public Procurement Review Board, if necessary. The MDMR reserves the right to reject any and/or all bids and waive minor informalities which do not affect quality, quantity, price or delivery.

8. INSURANCE REQUIREMENTS

In order to enter into a contract, you must meet minimum insurance protection requirements.

You must provide evidence of your policies within ten (10) calendar days of a fully executed contract.

All insurance policies must be issued by companies licensed or holding a Certificate of Authority from the Mississippi Department of Insurance. All liability insurance policies must provide coverage to the MDMR as an additional insured.

You must hold the following insurance throughout the term of the contract:

Coverage Type Amount Workers’ Compensation (as required by Mississippi law)

Accident (Per Occurrence) $100,000 Disease-Policy Limit $500,000 Disease-Per Employee $100,000

General Liability

Aggregate $1,000,000 Personal Injury/Bodily Injury and Property Damage (Per Occurrence) $500,000 Fire Damage (Per Fire) $50,000 Medical Expense (Per Person) $5,000

9. BOND REQUIREMENTS

No bonds required.

10. BID SUBMISSION INSTRUCTIONS

You are required to electronically register in Mississippi’s Accountability System for Government Information and Collaboration (MAGIC), and you may submit your bid electronically through MAGIC, or you may submit your bid by paper submission via mail or hand delivery to MDMR as outlined below:

Vendor Electronic Registration in MAGIC:

• It shall be the responsibility of each bidder to ensure that its vendor profile is current in the

MAGIC system. The website to register as a vendor with the State of Mississippi is:

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

• For online learning instructions on submitting your bid electronically, select “Training/Documentation” from the link listed above. Select the Supplier Self-Service Course link and then click “Launch Course.”

• If you have problems getting on the website, please contact the Mash Helpdesk at (601) 359-1343 or mash@dfa.ms.gov. You must receive a User ID and Password to access the MAGIC portal. This process could take up to 72 hours to complete.

MAGIC Submission and Technical Requirements

• The bid submission must be submitted in MAGIC no later than October 13, 2026 at

2:00p.m.

• Timely submission of the bid is the responsibility of the bidder. Bids received after the specified time will be rejected and the unopened bid will be made a part of the procurement file. It is suggested that you allow 72 hours before the due date and time for submission of the bid in MAGIC, especially if you are a first-time user.

Paper Bid Submission Requirements

• The bid submission must be signed and submitted in a sealed envelope. It must be submitted to MDMR Procurement Department at 1141 Bayview Avenue, Biloxi MS 39530 no later than October 13, 2026 at 2:00p.m.

• Timely submission is the responsibility of the bidder. Submissions received after the specified time will be rejected and the unopened bid will be made a part of the procurement file.

• The time and date of receipt will be indicated on the envelope or package by the MDMR staff.

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

• All prices and notations must be printed in ink or typewritten. No erasures permitted.

Errors may be crossed out and corrections printed in ink or typewritten adjacent and must be initialed, in ink, by the person signing bid.

• Submissions via facsimile (faxes) or email will not be accepted. It is suggested that if a submission is mailed to MDMR, it should be posted in certified mail with a return receipt requested. MDMR will not be responsible for mail delays or lost mail.

• All Bids submitted by hand delivery or mail will become the property of the MDMR.

• Bids should be mailed, or hand delivered and must be labeled as follows:

“Oyster Spat-on-Cultch Production and Deployment” RFx No. 3160008240

Smart No. 1450-27-R-IFBD-00001 Opening Date: October 13, 2026 at 2:00 p.m.

Attention: MDMR Procurement Department 2nd Floor 1141 Bayview Avenue

Biloxi, MS 39530

SEALED BID – DO NOT OPEN

The deadline for receiving Bids is October 13, 2026 at 2:00 p.m.

Late submissions will not be accepted.

11. AMENDMENTS TO THIS IFB

Should an amendment or amendments to this IFB be issued by MDMR, it will be posted on the MDMR website dmr.ms.gov and on the Mississippi Contract Procurement Opportunity Search Board (Procurement Portal) website ms.gov/dfa/contract_bid_search/Bid in a manner that all bidders will be able to view. Furthermore, bidders must acknowledge receipt of any amendment to this IFB by signing and returning the amendment with the bid submission by identifying the amendment number and date in the space provided for this purpose on the Bid Form-Attachment B, or by letter. The acknowledgment must be received by the MDMR by the time and at the place specified for receipt of Bids. It is the bidder’s sole responsibility to monitor the website for amendments to the IFB.

12. QUESTIONS/REQUESTS FOR CLARIFICATION

All questions and requests for clarification must be submitted by email to:

procurement@dmr.ms.gov. All questions/requests for clarification must be received no later than September 22, 2026 at 10:00 A.M.

http://www.dmr.ms.gov/ https://www.ms.gov/dfa/contract_bid_search/Bid mailto:procurement@dmr.ms.gov

All questions/requests for clarification and the answers thereto will be published on the MDMR website, dmr.ms.gov, and the MAGIC Portal http://www.dfa.ms.gov/vendors in a manner that all bidders will be able to view by September 23, 2026 at 4:00 P.M.

The MDMR will not be bound by any verbal or written information that is not specified within this IFB unless formally noticed and issued by the contact person.

13. TERM OF CONTRACT

The start date for the contract is the date the contract is signed by the selected bidder and the Executive Director of the MDMR and it will remain in effect for a period of two years unless terminated earlier. The contract may be extended subject to the availability of funds and at the sole discretion of the MDMR with the agreement of the Contractor. Any contract renewal or extension shall be under the same pricing, terms, and conditions as in the original contract, and shall be agreed to, in writing, by the MDMR and the Contractor.

14. REQUIRED DOCUMENTS FOR BIDDING

All bids must include the following:

• Attachment A-Bid Cover Form completed and signed;

• Attachment B-Bid Form completed and signed; and,

• Attachment E-Bidder’s Checklist completed and signed.

Use the bid form to identify your best price. You must identify your company’s name on each page of the bid form, and each of the attachments. Complete all of the blanks and sign the form.

You must use the bid form. Submissions without a bid form will be rejected as nonresponsive.

Do not amend or add to the bid form. We may reject modified bid forms as nonresponsive on a case-by-case basis.

You are responsible for the costs of preparing your bid. We do not accept liability for such expenses.

Any bidder claiming that its bid contains information exempt from the Mississippi Public Records Act (Miss. Code Ann. § 25-61-1, et seq.), shall segregate and mark the information as confidential and provide the specific statutory authority for the exemption. The bidder must submit all attachments. Requests to review proprietary information will be handled in accordance with the Mississippi Public Records Act.

15. CONDITIONS OF SOLICITATION

When you submit a bid, then you promise that you will accept an award if offered. You also certify that you have not communicated with any other bidder or competitor regarding your bid or the price, your intention to submit a bid, or the factors you used to calculate the bid price. You can read more about your certifications on the Bid Form, Attachment B.

The MDMR reserves the right to reject any and/or all bids and waive any minor informality.

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

16. BID PROTESTS

Pursuant to Office of Purchasing, Travel and Fleet Management Manual Chapter 6, Section 6.101, if you are an actual or prospective bidder and feel aggrieved by this solicitation or award of a contract, then you may file a protest (in duplicate) with the Executive Director of the MDMR with a copy to the Chief Procurement Officer of the Mississippi Department of Finance and Administration. Protest must be filed within seven days after you know or should have known of the facts giving rise thereto. Late protests will not be considered. The protest must be in writing and explain the specific reasons that you are protesting.

17. POST AWARD VENDOR DEBRIEFING

Pursuant to Office of Purchasing, Travel and Fleet Management Manual Section 6.210, a bidder may request a post-award debriefing, in writing, by U. S. mail or electronic submission.

Such debriefings may be given at any time on or after the eighth (8th) day after the agency has awarded the contract. In no case may a bidder request a debriefing more than thirty (30) days after the agency has awarded the contract. A debriefing is a meeting and not a hearing.

Therefore, legal representation is not required. Should the bidder prefer to have legal representation present, the bidder must notify the MDMR and identify the attorney. The MDMR shall be allowed to schedule and/or suspend and reschedule the debriefing at a time when a representative from the Office of the Mississippi Attorney General can be present.

For additional information regarding the process and procedure for Vendor Debriefing and Protest, please refer to the Office of Purchasing, Travel and Fleet Management Manual that may be found at https://www.dfa.ms.gov/purchasing-travel-and-fleet-management .

18. NOTIFICATION OF INTENT TO AWARD

Notification will be sent to all bidders by mail and/or email of the selection of the successful bidder. We will also post the selection of the successful bidder on our website at www.dmr.ms.gov.

19. GOVERNING LAW

This solicitation and any resulting contract shall be governed in all respects by the laws of the State of Mississippi, excluding its conflict of laws provisions, and any litigation with respect thereto shall be brought in the state courts of Harrison County, Mississippi.

20. RELATIONSHIP OF PARTIES

It is expressly understood and agreed that if MDMR enters into a contract with a bidder, it does so based on the purchase of commodities or services and not based on an employer-employee relationship or a joint venture relationship.

21. CONTRACT ADMINISTRATION

The contract awarded, if any, subsequent to this solicitation shall be administered by the MDMR. All invoices submitted by the Contractor for goods received or services provided pursuant to the contract shall be submitted as follows:

By Mail: Mississippi Department of Marine Resources, Procurement Department, 1141 Bayview Avenue, Biloxi, Mississippi 39530 By Email: Procurement@dmr.ms.gov https://www.dfa.ms.gov/purchasing-travel-and-fleet-management http://www.dmr.ms.gov/ mailto:Procurement@dmr.ms.gov

The MDMR will provide timely payment in accordance with Section 31-7-301, et seq. of the Mississippi Code Annotated, which generally provides for payment by the MDMR within forty-five (45) days of receipt of an approved invoice. The Contractor understands and agrees that MDMR is exempt from the payment of taxes.

22. COMPENSATION FOR GOODS AND SERVICES

• Payment. The MDMR will pay Contractor upon satisfactory completion of the Scope of

Services and Deliverables.

• Invoice. The Contractor shall submit a detailed invoice as follows:

Contractor may submit detailed invoices incrementally after the initial deployment of live seed oysters and then again after each subsequent deployment.

• In order to process payment, the invoice must include the following information and supporting documentation:

1. Contract Number; and,

2. Purchase Order Number

3. Dates of deployment; and,

4. A certification signed by the Contractor that all employees working on the project, all material suppliers and all sub-contractors, if any, have been paid in full by the Contractor.

• Payment Processing. The MDMR makes payments within 45 days of receiving an approved invoice. Payment will not be made for work performed before the execution or after expiration of the contract.

23. EQUAL OPPORTUNITY STATEMENT

MDMR will select the successful bidder without regard to political affiliation, race, color, handicap, genetic information, religion, national origin, sex, religious creed, age, or disability.

24. ATTACHMENTS

The attachments to this IFB are made a part of this IFB as if copied herein in words and figures and include:

• Attachment A — Bid Cover Form

• Attachment B — Bid Form

• Attachment C — Contract Clauses

• Attachment D — Reference Score Sheet

• Attachment E — Bidder’s Checklist

• Attachment F — Federal Assurances

Attachment A - Bid Cover Form The Mississippi Department of Marine Resources is accepting bids for Oyster Spat-on-Cultch Production and Deployment.

Bids must be submitted by 2:00 p.m. CST on October 13, 2026.

Company Name: ______________________________________________________

Quoted by: __________________________________________________________

Signature: __________________________________________________________

Address: ____________________________________________________________

City/State/Zip: _______________________________________________________

Telephone: _________________________________________

Email Address: ________________________________________________________

Name, title and phone number of company representative to be contacted by MDMR:

In addition to providing the above contact information, please answer the following questions regarding your company:

What year was your company started? _____________________________________________________

Please provide the physical location and mailing address of your company’s home office, principal place of business, and place of incorporation.

Is your company currently for sale or involved in any transaction to expand or to become acquired by another business entity? If yes, please discuss the impact both in organizational and directional terms.

Company Name: _________________________________________________________________

Professional References:

Please list two (2) professional references familiar with the vendor’s abilities using the methods described in this IFB.

Please provide current contact information as MDMR must be able to contact these references.

Professional Reference:

Customer Name and Title: ______________________________________________________

Telephone: ___________________________________________________

Email: _______________________________________________________

Professional Reference:

Customer Name and Title: ______________________________________________________

Telephone: ___________________________________________________

Email: _______________________________________________________

Attachment B - Bid Form

Company Name: ______________________________________________________

On the lines below, please bid the price as specified in the Scope of Services.

Price $ ___________________________

By signing below, you certify that you have authority to bind the company, and further acknowledge and certify on behalf of the company:

• That you thoroughly read and understand the Invitation for Bids and its attachments.

• That you meet all requirements and acknowledge all the certifications contained in the IFB.

• That you agree to all provisions of the IFB, including the contract clauses in Attachment C.

• That you will deliver the goods and perform the services required at the price quoted above.

• That, to the best of your knowledge and belief, the cost or pricing data submitted is accurate, complete, and current as of the submission date.

• Non-Debarment: By submitting a bid, you are certifying that you are not currently debarred from bidding by the State, any political subdivision of the State (towns, cities, counties, agencies, etc.), any other state, or the federal government. You also certify that you are not submitting a bid as an agent of someone so debarred.

• Independent Price Determination: You certify that you have not communicated with any other bidder or competitor regarding your bid or the price, your intention to submit a bid, or the factors you used to calculate the bid price.

• Contingent Fees: Have you retained a person to solicit or secure a state contract upon an agreement or understanding for compensation?

� Yes � No

If yes, please explain: ________________________________________________________________

• Representation Regarding Gratuities. The Contractor has not violated, is not violating, and promises that it will not violate the prohibition against gratuities set forth in Section 9.105 (Gratuities) of the Mississippi Procurement Manual http://www.dfa.ms.gov/.

• Acknowledgment of Amendments: You acknowledge all amendments to this IFB. Please list the amendments acknowledged by the amendment number and date:

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

Attachment C - Contract Clauses

THE FOLLOWING ARE THE CLAUSES THAT WILL BE INCLUDED IN ANY CONTRACT

ARISING FROM THIS IFB. BY SUBMITTING A BID, YOU AGREE TO BE BOUND BY

THESE CLAUSES.

1. Payment

Payment Processing. The MDMR makes payments within 45 days of receiving an approved invoice. Payment will not be made for services performed before the execution or after expiration of this contract.

How Payments Are Made. The MDMR makes payments electronically through the MAGIC Accounting System. Payments are deposited into the Contractor’s chosen bank account. The MDMR may require the Contractor to electronically submit invoices and supporting documentation. The Contractor understands that the MDMR is exempt from paying taxes.

2. Certifications

The Contractor certifies the following:

Representation Regarding Gratuities. The Contractor has not violated, is not violating, and promises that it will not violate the prohibition against gratuities set forth in Section 9.105 of the Mississippi Procurement Manual.

Representation Regarding Contingent Fees. The Contractor represents that it has not retained a person to solicit or secure a state contract upon an agreement or understanding for compensation, except as disclosed in Contractor’s bid or proposal.

3. Employees and Subcontracts

Independent Contractor Status. The Contractor is an independent contractor for MDMR, not an employee, agent, or partner.

Discrimination Prohibited. The MDMR is an equal opportunity employer and 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. The Contractor agrees to strictly adhere to this policy in its employment practices and provision of services.

E-Verify Program. The Contractor will ensure its compliance with the Mississippi Employment Protection Act, Miss. Code Ann. §§ 71-11-3. For anyone hired to perform work in Mississippi, the Contractor must register and participate in the E-Verify Program operated by the United States Department of Homeland Security. The Contractor agrees to maintain records of compliance and to provide a copy of verification to the MDMR on request. The Contractor further represents and warrants that any person assigned to perform services related to this contract meets the employment eligibility requirements of all immigration laws of the State of Mississippi. The Contractor understands that any breach of these warranties may subject it to the following:

a) termination of this Agreement and ineligibility for any state or public contract in Mississippi for up to three years, with notice of the termination being made public, or

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

c) both. In the event of termination, Contractor is also liable for any additional costs incurred by the state due to contract cancellation or loss of license or permit.

4. Access to Records

The Contractor agrees that the MDMR, or any of its duly authorized representatives, at any time during the term of this contract, has access to, and the right to audit or examine any pertinent documents, paper, and records, related to charge and performance under this contract. The Contractor agrees to refund to the MDMR any overpayments disclosed by an audit. Records must be kept for a period of three years after final payment, unless the MDMR authorizes earlier disposal. However, if any litigation, claim, negotiation, audit or other action involving the records has been started before the expiration of the three-year period, the records must be retained until completion of the action and resolution of all issues which arise from it.

5. Termination

The MDMR may terminate the contract for any of the following reasons:

A. for default;

B. for convenience;

C. for insufficient funds; or

D. by mutual agreement.

Termination for Default. If the MDMR determines that the Contractor has breached any provision of this contract, or it appears that the project deadlines will not be met, the MDMR may notify the Contractor in writing of the delay or nonperformance. The writing must provide a time period for cure. If the Contractor does not cure in the time specified, then the MDMR may terminate all or part of the contract. The MDMR may then procure similar supplies or services from another vendor. The Contractor must continue performance of the contract to the extent it is not terminated and is liable for MDMR’s excess costs to procure similar goods or services.

Termination for Convenience. The MDMR may, when the interests of the state so require, terminate this contract in whole or in part, for the convenience of the state.

Termination for Insufficient Funds. The MDMR’s obligations under this contract are conditioned on the appropriation of funds by the state or federal government. If the anticipated funds are ever insufficient or there is a material alteration in the funded program, then the MDMR may terminate this agreement with 10 day’s written notice to the Contractor. If the MDMR terminates the contract under this subsection, then it does so without any damage, penalty, cost, or expense.

Mutual Termination. Upon agreement of both parties, the contract can be terminated immediately.

Force Majeure. Each party is excused from performance of 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 the party or its contractors.

Force majeure events include acts of God, strikes, lockouts, riots, acts of war, epidemics, governmental regulations superimposed after the fact, fire, earthquakes, floods, or other natural disasters. When such a cause arises, the Contractor must notify the MDMR 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 automatically extend such dates for a period equal to the duration of the delay caused by such events, unless the MDMR determines it to be in its best interest to terminate the contract.

In Case of Termination. On the date of termination, the Contractor incurs no further obligations regarding the terminated portion of the work. The MDMR will pay for completed services at the contract price. The MDMR may withhold such sums as the MDMR considers necessary to protect the state against loss because of outstanding liens or claims of former lien holders and to reimburse the MDMR for the excess costs incurred in procuring similar goods and services.

On termination, the Contractor must do all of the following:

1. Terminate outstanding orders and subcontracts as they relate to the terminated work.

2. Settle the liabilities and claims arising out of the termination of subcontracts and orders connected with the terminated work.

3. Take timely, reasonable, and necessary action to protect and preserve property in its possession in which the state has an interest.

4. Assign the Contractor’s rights, titles, and interest under terminated orders or subcontracts to the state, if requested by the MDMR.

5. If the termination is just for a portion of the work, then complete the non-terminated work duties.

6. Stop Work Order

Order to Stop Work.

The MDMR may require the Contractor to stop all work or any part of the work called for by this contract. The order must be identified as a “stop work order” and cite this section of the contract.

The written stop work order must not exceed 90 days, unless the parties agree to a longer period.

The MDMR may issue the order at any time and without notice to any surety.

The Contractor must comply with the stop work order and take all reasonable steps to minimize costs allocable to the order. Before the stop work order expires, the MDMR may either:

a) cancel the stop work order; or

b) terminate the work covered by the order. If MDMR elects to terminate for default, it does not need to issue a new notice and may terminate immediately.

Cancellation or Expiration of the Order:

If a stop work order expires or is cancelled, the Contractor may resume work. An appropriate adjustment may be made in the delivery schedule and price if:

1. the stop work order results in an increase in the time or cost required for performance of this contract;

2. the Contractor asserts a claim for an adjustment within 30 days after the end of the period of work stoppage. The MDMR may waive this time requirement if it decides that the facts justify such an action; and,

3. the modifications are put in writing and signed by the parties.

7. Confidentiality

Confidentiality. The Contractor must not use or disclose any confidential information. However, nothing in this section precludes the Contractor from disclosing or using confidential information, if:

a) The confidential information is available to the public or in the public domain at the time of such disclosure or use, without breach of this Agreement;

b) Disclosure of the confidential information is required to be made by any law, regulation, governmental authority, or court; or,

c) The confidential information was received by the Contractor after termination of the service period from a third party that had a lawful right to disclose it to the Contractor.

d) Contractor must not disclose or discuss the contents of any personnel file except to MDMR personnel that are authorized to receive and review such information.

Transparency. This contract, including all attachments, is under the Mississippi Public Records Act of 1983 (Miss. Code Ann. §§ 25-61-1 et seq. and § 79-23-1) and the Mississippi Accountability and Transparency Act of 2008 (Miss. Code Ann. §§ 27-104-151 et seq.). Unless exempted by a court-issued protective order, a copy of this contract will be posted to the Department of Finance and Administration’s website for public access at www.transparency.mississippi.gov. Information identified by the Contractor as trade secrets, or other proprietary information, including confidential vendor information or any other information which is required to be kept confidential http://www.transparency.mississippi.gov/ by state or federal law or outside the applicable freedom of information statues, will be redacted.

In the event the MDMR receives a public records request for documents containing information identified by the Contractor as trade secrets or proprietary information, the MDMR will notify the Contractor who will be given a reasonable time to obtain a court order protecting the information.

See Mississippi Code Annotated § 25-61-9(1).

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.

Liability and Indemnification

Liability and Indemnity. The Contractor assumes all liability for work to be performed and for breach of any of the terms of this Agreement. The Contractor agrees to indemnify, hold harmless and defend the State of Mississippi, MDMR and any and all of its affiliates, directors, officers, agents or employees from and against all loss, injury, damage and legal liability including attorneys’ fees and other costs of defense, arising out of any breach of confidentiality, negligent act, error or omission of Contractor, its employees or representatives. Contractor assumes all liability for workers’ compensation and employers’ liability coverage for its own employees.

Contractor is responsible for and holds MDMR harmless from loss of or damage to Contractor’s or Contractor’s tools and equipment and rented items which are used or intended for use in performing work, and for any consequential, special or indirect damages, or loss of anticipated profits sustained by Contractor or its independent contractors. Contractor must comply with all applicable laws and government regulations, including OSHA and comparable state requirements.

Attorneys’ Fees and Expenses. Subject to other terms and conditions of this contract, in the event the Contractor defaults in any obligations under this contract, the Contractor must pay to the MDMR all costs and expenses (including, without limitation, investigative fees, court costs, and attorneys’ fees) incurred by the MDMR in enforcing this contract or otherwise reasonably related thereto. Contractor agrees that under no circumstances is the MDMR or the State of Mississippi obligated to pay any attorneys’ fees or costs of legal action to the Contractor.

8. Miscellaneous

Severability. Each provision of this Agreement must be interpreted in a way that is valid under applicable law. If any provision is held invalid, the rest of the Agreement remains in full effect.

Entire Agreement. This Agreement and its attachments are the entire understanding between the parties.

Changes. The parties can amend this Agreement only by a written document signed by both parties.

No Delegation (Subcontracting). The Contractor acknowledges that it was selected by the MDMR to perform the work based upon the Contractor’s special skills and expertise. The Contractor must not delegate its duties under this Agreement in whole or in part without the prior written consent of the MDMR. The MDMR may, in its sole discretion, approve, approve with conditions, or deny consent without reason. Any attempted delegation or transfer of its obligations without consent is null and void. No approval by the MDMR of any subcontract is consent to increase the maximum price of this contract.

Applicable Law. This Agreement is governed and interpreted by Mississippi law, excluding its conflict of laws provisions. Any lawsuit arising directly or indirectly out of this Agreement must be litigated in the state courts of Mississippi. The Agreement is further governed by the Mississippi Procurement Manual, a copy of which is available online at http://www.dfa.ms.gov/dfa-offices/purchasing-travel-and-fleet-management/purchasing-and-travel/procurement-manual/

ADDITIONAL TERMS AND CLAUSES

CONTRACTOR PERSONNEL

MDMR shall, throughout the life of the contract, have the right of reasonable rejection and approval of staff or subcontractors assigned to the work under the contract by the Contractor. If the MDMR reasonably rejects staff or subcontractor, the Contractor must provide replacement staff or subcontractors satisfactory to the MDMR in a timely manner and at no additional cost to the MDMR. The day-to-day supervision and control of the Contractor's employees and subcontractors is the sole responsibility of the Contractor.

CHANGE IN SCOPE OF WORK

The MDMR 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 MDMR 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 MDMR in writing of this belief. If the MDMR 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.

FAILURE TO ENFORCE

Failure by the MDMR 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 http://www.dfa.ms.gov/dfa-offices/purchasing-travel-and-fleet-management/purchasing-and-travel/procurement-manual/ http://www.dfa.ms.gov/dfa-offices/purchasing-travel-and-fleet-management/purchasing-and-travel/procurement-manual/ contract or any part thereof or the right of the MDMR to enforce any provision at any time in accordance with its terms.

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 MDMR, and the MDMR shall be at no time legally responsible for any negligence or other wrongdoing by Contractor, its servants, agents, or employees. The MDMR 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 MDMR shall not provide to Contractor any insurance coverage or other benefits, including Worker’s Compensation, normally provided by the State for its employees.

NOTICES

All notices required or permitted to be given under this agreement must be is 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 Contractor: name, title, Contractor, address

For the MDMR: name, title, agency, address

RECORD RETENTION AND ACCESS TO RECORDS

Provided the Contractor is given reasonable advance written notice and such inspection is made during normal business hours of the Contractor, the MDMR or any of its duly authorized representatives, shall have unimpeded, prompt access to any of the Contractor's books, documents, papers, and/or records which are maintained or produced as a result of the project for the purpose of making audits, examination, excerpts, and transcriptions. All records related to this Contract shall be retained by the Contractor for three (3) years after final payment is made under this Contract 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 (3) year period, the records shall be retained for one (1) year after all issues arising out of the action are finally resolved or until the end of the three (3) year period, whichever is later.

RECOVERY OF MONEY

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

THIRD PARTY ACTION NOTIFICATION

Contractor shall give the MDMR 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 Contract.

UNSATISFACTORY WORK

If, at any time during the contract term, the service performed or work done by the Contractor is considered by the MDMR to create a condition that threatens the health, safety, or welfare of the citizens and/or employees of the State of Mississippi, the Contractor shall, on being notified by the MDMR, immediately correct such deficient service or work. In the event the Contractor fails, after notice, to correct the deficient service or work immediately, the MDMR shall have the right to order the correction of the deficiency by separate contract or with its own resources at the expense of the Contractor.

WAIVER

No delay or omission by either party to this agreement in exercising any right, power, or remedy hereunder or otherwise afforded by the contract, at law, or in equity shall constitute an acquiescence therein, impair any other right, power or remedy hereunder or otherwise afforded by any means, or operate as a waiver of such right, power, or remedy. No waiver by either party to this agreement shall be valid unless set forth in writing by the party making said waiver. No waiver or modification to any term or condition of this agreement will void, waive, or change any other term or condition. No waiver by one party to this agreement of a default by the other party will imply, be construed as or require waiver of future or other defaults.

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.

Attachment D Reference Score Sheet

TO BE COMPLETED BY MDMR STAFF ONLY

Bidder Name: _______________________________________________________________

Reference Name: ____________________________________________________________

Person Spoken To: ___________________________________________________________

Score: _____________________________________________

Was the Bidder easy to work with in the scheduling and provision of the services rendered? Yes No

Were you satisfied with the services provided? If no, please explain. Yes No

Was the Bidder responsive to your needs? Yes No

Would you recommend the Bidder to others for future projects? Yes No

The References will be scored as either “Pass” or “Fail.” The Bidder is responsible for providing relevant references. Each “yes” is one point; each “no” is zero points. Bidder must have a combined minimum score of “7” from two references to be considered responsible and for Bidder’s bid to be considered.

Called By: ____________________________________________________________________

Signature: ____________________________________________________________________

Title:_________________________________________________________________________

Date and Time: ________________________________________________________________

Notes: _______________________________________________________________________

Attachment E - Bidder’s Checklist

Two (2) Professional References.

Registered with MAGIC.

Amendments to IFB acknowledged, if any.

Attachment A, Attachment B and Attachment E completed and signed.

Printed Name: _________________________________________________________________

Signature: ____________________________________________________________________

Date: __________________________________________

Attachment F Federal Assurances

CONTRACTOR UNDERSTANDS THAT THIS AGREEMENT IS PARTIALLY FUNDED

BY A GRANT FROM THE NATIONAL OCEANIC AND ATMOSPHERIC

ADMINISTRATION and GOMESA AND AGREES TO COMPLY WITH ALL FEDERAL

LAWS AND REGULATIONS APPLICABLE TO THE GRANT INCLUDING, BUT NOT

LIMITED TO:

1. The Contractor will not discriminate against any employee or applicant for employment because of race, color, creed, sex, age, religion, national origin, physical handicap, disability, genetic information or any other consideration made unlawful by federal, state, or local laws. The Contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, creed, sex, age, religion, national origin, physical handicap, disability, genetic information or any other consideration made unlawful by federal, state, or local laws. Affirmative action includes, but is not limited to the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause.

2. The Contractor will state, in all solicitations or advertisements for employees placed by or on behalf of the…