Miss. Code. tit. 27, pt. 1, ch. 8, APPENDICES, app 27-1-8-B
Request for Proposal
To Provide A
Professional Consultant
Mississippi State Personnel Board
210 East Capitol Street, Suite 800
Jackson, MS 39201
RFP NO. 98-02-MSPB
Contact Person: John Smith
601-999-9999
Fax Number: 601-999-9999
MISSISSIPPI STATE PERSONNEL BOARD
210 East Capitol Street, Suite 800 Jackson, MS 39201 (601) 359-6517
INVITATION: Written proposals subject to the conditions herein stated and attached hereto, will be received at this office until Thursday, May 6, 2010, at 2:00 p.m. local time for furnishing the services as described below for the Mississippi State Personnel Board (hereinafter "MSPB").
DESCRIPTION: The MSPB is hereby requesting written proposals to provide a professional consultant.
The MSPB will receive proposals from firms having specific experience and qualifications in the area identified in the solicitation. For consideration, proposals for the project must contain evidence of the firm's experience and abilities in the specified area and other disciplines directly related to the proposed service. Other information required by the MSPB may be included elsewhere in the solicitation. Unless otherwise stated, all offerors shall provide profiles and resumes of the staff to be assigned to the project, references, illustrative examples of similar work performed, and any other information that clearly demonstrates the offeror's expertise in the area of the solicitation.
A selection committee shall review and evaluate all replies. The selection committee will have only the response to the solicitation to review for selection of finalists. It is, therefore, important that respondents emphasize specific information pertinent to the work. Evaluation of the responses will be based on the following criteria:
A. The overall quality of the proposed plan for performing the required services (the plan should reflect an understanding of the project and its objectives). Consideration will be given to the completeness of the response to the specific requirements of the solicitation. (Critical)
B. Proposer's ability to provide the required services as reflected/evidenced by qualifications (education, experience, etc.). This includes the ability of the proposer to provide a work product that is legally defensible. (Very Important)
C. The personnel, equipment, facilities, and financial resources to perform the services currently available or demonstrated to be made available at the time of contracting. (Important)
D. A record of past performance of similar work. (Critical)
E. Price. (Important)
Inquiries regarding this Request for Proposal must be directed to:
John Smith, (TITLE)
Mississippi State Personnel Board
210 East Capitol Street, Suite 800
Jackson, MS 39201
(601) 999-9999
Proposals and attachments must be submitted to:
Jim Smith, (TITLE)
Mississippi State Personnel Board
210 East Capitol Street, Suite 800
Jackson, MS 39201
(601) 999-9999
MISSISSIPPI STATE PERSONNEL BOARD
210 EAST CAPITOL STREET, SUITE 800
JACKSON, MISSISSIPPI 39201
1.0 SPECIFICATIONS, TERMS AND CONDITIONS FOR PROFESSIONAL CONSULTING SERVICES
1.1 General Statement:
The Mississippi State Personnel Board (hereinafter "MSPB"), in order to ensure that selection procedures for screening applicants for jobs with the state service in Mississippi are job related and legally defensible, is desirous of securing the services of a professional consultant. Additional information may be obtained by written request to Jim Smith, Mississippi State Personnel Board, 210 East Capitol Street, Suite 800, Jackson, MS 39201.
1.2 Detailed Minimum Specifications:
Devise a written proposal that will ensure that selection procedures for screening applicants for jobs with the state service of Mississippi are job related and legally defensible. All information, results, conclusions, studies and other data arising out of the consultant's performance may be utilized by the State in litigation. The written proposal should be such that it clearly and fully explains how the consultant will:
(1) provide expertise in conjunction with the development of valid job descriptions with essential functions in compliance with federal law, specifically, the Americans with Disabilities Act (ADA);
(2) provide job related minimum qualifications for job classes selected or identified by the MSPB and provide a recommendation on the continued utilization of tests, where applicable, in association with these job related minimum qualifications;
(3) provide professionally developed job descriptions with job related minimum qualifications and essential functions in compliance with federal law, with necessary documentation as professionally appropriate for establishing job relatedness; and,
(4) provide job class specifications in both hard copy (paper) and electronic formats (The State Personnel Board uses Microsoft Word and Adobe to maintain its current job class specifications documents. Special features of Word are used to format the documents. The consultant submitting the proposal will be required to provide electronic files in the format specified by the MSPB. Special formatting codes, file naming conventions, and other instructions will be provided to the consultant at the time of the award. As an option, the consultant's proposal should provide provision of all documentation in PDF format. Electronic files are to be provided in Microsoft Word and PDF format.).
The price submitted shall reflect a total cost for each successfully completed job description provided for each job class, specifying the total number of job descriptions that the consultant can successfully complete no later than May 31 st of each fiscal year. The MSPB staff will provide the consultant with lists identifying the specific job classes for which these services are to be performed. Completed job descriptions must be delivered to MSPB for review as follows:
(1) The first batch must be delivered no later than three months after the commencement of the contract with a minimum of fifteen (15) job descriptions being submitted for review.
(2) All other batches must be delivered each month thereafter with a minimum of seventeen (17) job descriptions being submitted for review each month.
The period of performance of this service is for fiscal years 2013 through 2015 (July 1, 2012 - June 30, 2015). The contract is renewable for a period of two (2) years for fiscal year 2016 - 2017 conditioned upon the receipt of state funds and satisfactory performance during prior fiscal years as determined by the State Personnel Director.
2.0 CONSULTANT'S WRITTEN PROPOSAL SHALL CONTAIN THE FOLLOWING MINIMUM INFORMATION:
(1) name of consultant, location of consultant's principal place of business, and the place of performance of the proposed contract,
(2) age of consultant's business and the average number of employees over the past three (3) years;
(3) resume' listing abilities, qualifications and experience of all individuals who will be assigned to provide the required services;
(4) listing of three contracts under which services similar in scope, size, or discipline were performed or undertaken, including at least two (2) references for current contracts or those awarded during the past three (3) years (On a proposal form, list three (3) projects to include the names and addresses of the projects, the scope of the project, and the names and telephone numbers of the clients for reference purposes. All information on the proposal form must be completed. Incomplete or unsigned proposal forms will be rejected.);
(5) a plan giving as much detail as is practical explaining how the services will be performed; and,
(6) an estimate of price.
3.0 INSURANCE REQUIREMENTS
The successful offeror/proposer will be required to procure and maintain errors and omissions/professional liability coverage in the amount of:
$250,000 per occurrence for Fiscal Year 2013;
$250,000 per occurrence for Fiscal Year 2014;
$250,000 per occurrence for Fiscal Year 2015;
$500,000 per occurrence for Fiscal Year 2016; and,
$500,000 per occurrence for Fiscal Year 2015 (provided renewal option is exercised); and offer proof of such coverage. Prior to the execution of the contract, proof of such coverage shall be provided. Should the certificate expire during the term of the contract, it is the responsibility of the vendor to provide copies of the current insurance certificate.
3.1 INSURANCE
Contractor represents that it will maintain workers' compensation insurance which shall inure to the benefit of all Contractor's personnel provided hereunder and maintain errors and omissions/professional liability insurance with minimum limits as described in section 3.0 above. All errors and omissions/professional liability insurance will provide coverage to the MSPB as an additional insured. The MSPB 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.
4.0RENEWAL OF CONTRACTS
The contract may be renewed at the discretion of the agency upon written notice to Contractor at least sixty (60) days prior to the contract anniversary date for a period of one (1) successive year under the same prices, terms, and conditions as in the original contract. The total number of renewal years permitted shall not exceed two (2).
5.0COMPENSATION FOR SERVICES WILL BE IN THE FORM OF A FIRM FIXED PRICE AGREEMENT
6.0REJECTION OF PROPOSALS
Proposals which do not conform to the requirements set forth in this RFP may be rejected by MSPB. Proposals may be rejected for reasons which include, but are not limited to, the following:
(1) the proposal contains unauthorized amendments to the requirements of the RFP;
(2) the proposal is conditional;
(3) the proposal is incomplete or contains irregularities which make the proposal indefinite or ambiguous;
(4) the proposal is received late;
(5) the proposal is not signed by an authorized representative of the party;
(6) the proposal contains false or misleading statements or references; and,
(7) the proposal does not offer to provide all services required by the RFP.
7.0INFORMALITIES AND IRREGULAITIES
The MSPB has the right to waive minor defects or variations of a bid from the exact requirements of the specifications that do not affect the price, quality, quantity, delivery, or performance time of the services being procured. If insufficient information is submitted by a bidder with the bid for the MSPB to properly evaluate the bid, the MSPB has the right to require such additional information as it may deem necessary after the time set for receipt of bids, provided that the information requested does not change the price, quality, quantity, delivery, or performance time of the services being procured.
8.0DISPOSITION OF PROPOSALS
All submitted proposals become the property of the State of Mississippi.
9.0COMPETITIVE NEGOTIATION
The bidding method to be used is that of competitive negotiation from which MSPB is seeking the best combination of price, experience and quality of service. Discussions may be conducted with offerors who submit proposals determined to be reasonably susceptible of being selected for award. Likewise, MSPB also reserves the right to accept any proposal as submitted for contract award, without substantive negotiation of offered terms, services or prices. For these reasons, all parties are advised to propose their most favorable terms initially.
10.0 RFP DOES NOT CONSTITUTE ACCEPTANCE OF OFFER
The release of the Request for Proposal does not constitute an acceptance of any offer, nor does such release in any way obligate MSPB to execute a contract with any other party. MSPB reserves the right to accept, reject, or negotiate any or all offers on the basis of the evaluation criteria contained within this document. The final decision to execute a contract with any party rests solely with MSPB.
11.0 EXCEPTIONS AND DEVIATIONS
Offerors taking exception to any part or section of the solicitation shall indicate such exceptions in the proposal and shall be fully described. Failure to indicate any exception will be interpreted as the offeror's intent to comply fully with the requirements as written. Conditional or qualified offers, unless specifically allowed, shall be subject to rejection in whole or in part.
12.0 NONCONFORMING TERMS AND CONDITIONS
A proposal that includes terms and conditions that do not conform to the terms and conditions in the Request for Proposal is subject to rejection as non-responsive. MSPB reserves the right to permit the offeror to withdraw nonconforming terms and conditions from its proposal prior to a determination by the MSPB of non-responsiveness based on the submission of nonconforming terms and conditions.
13.0 PROPOSAL ACCEPTANCE PERIOD
The original and five (5) copies of the proposal and all attachments (six (6) copies total) shall be signed and submitted in a sealed envelope or package to Jim Smith, 210 East Capitol Street, Suite 800, Jackson, Mississippi 39201 no later than the time and date specified for receipt of proposals. Timely submission of the proposal is the responsibility of the offeror. Proposals received after the specified time, shall be rejected and returned to the offeror unopened. The envelope or package shall be marked with the proposal opening date and time and the number of the request for proposal. The time and date of receipt shall be indicated on the envelope or package by the MSPB Business Office. Each page of the proposal and all attachments shall be identified with the name of the offeror.
14.0 EXPENSES INCURRED IN PREPARING OFFERS
MSPB accepts no responsibility for any expense incurred by the offeror in the preparation and presentation of an offer. Such expenses shall be borne exclusively by the offeror.
15.0 PROPRIETARY INFORMATION
The offeror/proposer should mark any and all pages of the proposal considered to be proprietary information which may remain confidential in accordance with Mississippi Code Annotated §§ 25-61-9 and 79-23-1 (1972, as amended). Any pages not marked accordingly will be subject to review by the general public after award of the contract. Requests to review the proprietary information will be handled in accordance with applicable legal procedures.
16.0 ADDITIONAL INFORMATION
Questions about this Request for Proposal must be submitted in writing to John Smith at 210 East Capitol, Suite 800, Jackson, Mississippi 39201; fax number 601-999-9999. Questions concerning the technical portions of the Request for Proposal should be directed to Jane Doe at 210 East Capitol, Suite 800, Jackson, Mississippi 39201; fax number 601-999-9999. Offerors are cautioned that any statements made by the contract or technical contract person that materially change any portion of the Request for Proposal shall not be relied upon unless subsequently ratified by a formal written amendment to the Request for Proposal.
17.0 DEBARMENT
By submitting a proposal, the offeror certifies that it is not currently debarred from submitting proposals for contracts issued by any political subdivision or agency of the State of Mississippi and that it is not an agent of a person or entity that is currently debarred from submitting proposals for contracts issued by any political subdivision or agency of the State of Mississippi.
18.0REQUIRED CLAUSES FOR PROCUREMENT
18.1 Acknowledgment of Amendments
Offerors shall acknowledge receipt of any amendment to the solicitation by signing and returning the amendment with the proposal, by identifying the amendment number and date in the space provided for this purpose on the proposal form, or by letter. The acknowledgment must be received by the MSPB by the time and at the place specified for receipt of proposals.
18.2 Certification of Independent Price Determination
The offeror 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 offeror or competitor relating to those prices, the intention to submit a bid, or the methods or factors used to calculate the prices bid.
18.3 Prospective Contractor's Representation Regarding Contingent Fees(To be placed in prospective Contractor's response bid or proposal.)
The prospective Contractor represents as a part of such Contractor's bid or proposal that such Contractor has/has not (use applicable word or words) retained any person or agency on a percentage, commission, or other contingent arrangement to secure this contract.
18.4 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. Miss. Code Ann. §§ 71-11-1et seq. (1972, as amended). 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:
a) 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;
b) 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,
c) both. In the event of such cancellation/termination, Contractor would also be liable for any additional costs incurred by the State due to Contract cancellation or loss of license or permit to do business in the State.
18.5 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. Miss. Code Ann. § 31-7-305 (1972, as amended).
18.6 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 proposal.
18.7 Representation Regarding Gratuities
The 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.
19.0 STANDARD TERMS AND CONDITIONS WHICH WILL BE INCLUDED IN ANY CONTRACT AWARDED FROM THIS RFP
19.1 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.
19.2 Availability of Funds
It is expressly understood and agreed that the obligation of the State 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 State, the State 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 State of any kind whatsoever. The effective date of termination shall be as specified in the notice of termination.
19.3 Procurement Regulations
The contract shall be governed by the applicable provisions of the Mississippi Personal Service Contract Review Board Rules and Regulations, a copy of which is available at 210 East Capitol Street, Suite 800, Jackson, Mississippi, 39201 for inspection, or downloadable at http://www.mspb.ms.gov.
19.4 Confidentiality
Notwithstanding any provision to the contrary contained herein, it is recognized that [agency] is a public agency of the State of Mississippi and is subject to the Mississippi Public Records Act, Mississippi Code Annotated §§ 25-61-1et seq. (1972, as amended). If a public records request is made for any information provided to [agency] pursuant to the agreement, [agency] shall promptly notify the disclosing party of such request and will respond to the request only in accordance with the procedures and limitations set forth in applicable law. The disclosing party shall promptly institute appropriate legal proceedings to protect its information. No party to the agreement shall be liable to the other party for disclosures of information required by court order or required by law.
19.5 Stop Work Order
(1) Order to Stop Work. The Procurement Officer of MSPB, may, by written order to Contractor at any time, and without notice to any surety, require Contractor to stop all or any part of the work called for by this contract. This order shall be for a specified period not exceeding 90 days after the order is delivered to Contractor, unless the parties agree to any further period. Any such order shall be identified specifically as a stop work order issued pursuant to this clause. Upon receipt of such an order, Contractor shall forthwith comply with its terms and take all reasonable steps to minimize the occurrence of costs allocable to the work covered by the order during the period of work stoppage. Before the stop work order expires, or within any further period to which the parties shall have agreed, the Procurement Officer shall either:
(a) cancel the stop work order; or,
(b) terminate the work covered by such order as provided in the -Termination for Default Clause' or the -Termination for Convenience Clause' of this contract.
(2) Cancellation or Expiration of the Order. If a stop work order issued under this clause is canceled at any time during the period specified in the order, or if the period of the order or any extension thereof expires, Contractor shall have the right to resume work. An appropriate adjustment shall be made in the delivery schedule or Contractor price, or both, and the contract shall be modified in writing accordingly, if:
(a) the stop work order results in an increase in the time required for, or in Contractor's cost properly allocable to, the performance of any part of this contract; and,
(b) Contractor asserts a claim for such an adjustment within 30 days after the end of the period of work stoppage; provided that, if the Procurement Officer decides that the facts justify such action, any such claim asserted may be received and acted upon at any time prior to final payment under this contract.
(3) Termination of Stopped Work. If a stop work order is not canceled and the work covered by such order is terminated for default or convenience, the reasonable costs resulting from the stop work order shall be allowed by adjustment or otherwise.
(4) Adjustments of Price. Any adjustment in contract price made pursuant to this clause shall be determined in accordance with the Price Adjustment clause of this contract.
19.6 Compliance with Laws
Contractor understands that the MSPB 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.
19.7 Anti-Assignment/Subcontracting
Contractor acknowledges that it was selected by the MSPB 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 MSPB, which the MSPB 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 MSPB 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 MSPB may deem necessary. Subject to the foregoing, this agreement shall be binding upon the respective successors and assigns of the parties.
19.8 Antitrust
By entering into a contract, Contractor conveys, sells, assigns, and transfers to the MSPB all rights, titles, and interest it may now have, or hereafter acquire, under the antitrust laws of the United States and the State of Mississippi that relate to the particular goods or services purchased or acquired by the MSPB under said contract.
19.9 Approval
It is understood that the Contract is void and no payment shall be made in the event that the Personal Service Contract Review Board does not approve this contract.
19.10 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.
19.11 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.
19.12 Change in Scope of Work
The MSPB 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 MSPB 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 MSPB in writing of this belief If the MSPB 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 scope of service.
19.13 Contractor Personnel
The MSPB 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 MSPB reasonably rejects staff or subcontractors, Contractor must provide replacement staff or subcontractors satisfactory to the MSPB in a timely manner and at no additional cost to the MSPB. The day-to-day supervision and control of Contractor's employees and subcontractors is the sole responsibility of Contractor.
19.14 Failure to Deliver
In the event of failure of Contractor to deliver services in accordance with the contract terms and conditions, the MSPB, 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 MSPB may have.
19.15 Failure to Enforce
Failure by the MSPB 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 MSPB to enforce any provision at any time in accordance with its terms.
19.16 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 MSPB 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 MSPB determines it to be in its best interest to terminate the agreement.
19.17 Indemnification
To the fullest extent allowed by law, Contractor shall indemnify, defend, save and hold harmless, protect, and exonerate the MSPB, 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.
19.18 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 MSPB. Nothing contained herein shall be deemed or construed by the MSPB, Contractor, or any third party as creating the relationship of principal and agent, master and servant, partners, joint venturers, employer and employee, or any similar such relationship between the MSPB and Contractor. Neither the method of computation of fees or other charges, nor any other provision contained herein, nor any acts of the MSPB or Contractor hereunder creates, or shall be deemed to create a relationship other than the independent relationship of the MSPB 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 MSPB; and the MSPB shall be at no time legally responsible for any negligence or other wrongdoing by Contractor, its servants, agents, or employees. The MSPB 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 MSPB shall not provide to Contractor any insurance coverage or other benefits, including Workers' Compensation, normally provided by the State for its employees.
19.19 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.
19.20 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 Contractor: name, title, contractor, address
For the Agency: name, title, agency, address
19.21 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 MSPB and agreed to by Contractor.
19.22 Ownership of Documents and Work Papers
The MSPB 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 MSPB 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 MSPB and subject to any copyright protections.
19.23 Record Retention and Access to Records
Provided Contractor is given reasonable advance written notice and such inspection is made during normal business hours of Contractor, the MSPB or any duly authorized representatives shall have unimpeded, prompt access to any of 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, examinations, excerpts, and transcriptions. All records related to this agreement shall be retained by Contractor for three (3) years after final payment is made under this agreement and all pending matters are closed; however, if any audit, litigation or other action arising out of or related in any way to this project is commenced before the end of the three (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.
19.24 Recovery of Money
Whenever, under the contract, any sum of money shall be recoverable from or payable by Contractor to MSPB, the same amount may be deducted from any sum due to Contractor under the contract or under any other contract between Contractor and MSPB. The rights of MSPB are in addition and without prejudice to any other right MSPB may have to claim the amount of any loss or damage suffered by MSPB on account of the acts or omissions of Contractor.
19.25 Right to Inspect Facility
The State, may at reasonable times, inspect the place of business of a Contractor or any subcontractors which is related to the performance of any contract awarded by the State.
19.26 State Property
Contractor will be responsible for the proper custody and care of any state-owned property furnished for Contractor's use in connection with the performance of this agreement. Contractor will reimburse the State for any loss or damage, normal wear and tear excepted.
19.27 Termination for Convenience
(1) Termination. The Procurement Officer of the MSPB may, when the interests of the State so require, terminate this contract in whole or in part, for the convenience of the State. The Procurement Officer shall give written notice of the termination to Contractor specifying the part of the contract terminated and when termination becomes effective.
(2) Contractor's Obligations. Contractor shall incur no further obligations in connection with the terminated work and on the date set in the notice of termination Contractor will stop work to the extent specified. Contractor shall also terminate outstanding orders and subcontracts as they relate to the terminated work. Contractor shall settle the liabilities and claims arising out of the termination of subcontracts and orders connected with the terminated work. The Procurement Officer may direct Contractor to assign Contractor's right, title, and interest under terminated orders or subcontracts to the MSPB. Contractor must still complete the work not terminated by the notice of termination and may incur obligations as are necessary to do so.
19.28 Termination for Default
(1) Default. If Contractor refuses or fails to perform any of the provisions of this contract with such diligence as will ensure its completion within the time specified in this contract, or any extension thereof, or otherwise fails to timely satisfy the contract provisions, or commits any other substantial breach of this contract, the Procurement Officer of the MSPB may notify Contractor in writing of the delay or nonperfor-mance and if not cured in ten (10) days or any longer time specified in writing by the Procurement Officer, such officer may terminate Contractor's right to proceed with the contract or such part of the contract as to which there has been delay or a failure to properly perform. In the event of termination in whole or in part, the Procurement Officer may procure similar supplies or services in a manner and upon terms deemed appropriate by the Procurement Officer. Contractor shall continue performance of the contract to the extent it is not terminated and shall be liable for excess costs incurred in procuring similar goods or services.
(2) Contractor's Duties. Notwithstanding termination of the contract and subject to any directions from the Procurement Officer, Contractor shall take timely, reasonable, and necessary action to protect and preserve property in the possession of Contractor in which the State has an interest.
(3) Compensation. Payment for completed services delivered and accepted by the MSPB shall be at the contract price. The MSPB may withhold from amounts due Contractor such sums as the Procurement Officer deems to be necessary to protect the State against loss because of outstanding liens or claims of former lien holders and to reimburse the State for the excess costs incurred in procuring similar goods and services.
(4) Excuse for Nonperformance or Delayed Performance. Except with respect to defaults of subcontractors, Contractor shall not be in default by reason of any failure in performance of this contract in accordance with its terms (including any failure by Contractor to make progress in the prosecution of the work hereunder which endangers such performance) if Contractor has notified the Procurement Officer within 15 days after the cause of the delay and the failure arises out of causes such as: acts of God; acts of the public enemy; acts of the State and any other governmental entity in its sovereign or contractual capacity; fires; floods; epidemics; quarantine restrictions; strikes or other labor disputes; freight embargoes; or unusually severe weather. If the failure to perform is caused by the failure of a subcontractor to perform or to make progress, and if such failure arises out of causes similar to those set forth above, Contractor shall not be deemed to be in default, unless the services to be furnished by the subcontractor were reasonably obtainable from other sources in sufficient time to permit Contractor to meet the contract requirements. Upon request of Contractor, the Procurement Officer shall ascertain the facts and extent of such failure, and, if such officer determines that any failure to perform was occasioned by any one or more of the excusable causes, and that, but for the excusable cause, Contractor's progress and performance would have met the terms of the contract, the delivery schedule shall be revised accordingly, subject to the rights of the State under the clause entitled (in fixed-price contracts, "Termination for Convenience," in cost-reimbursement contracts, "Termination"). (As used in this Paragraph of this clause, the term "subcontractor" means subcontractor at any tier).
(5) Erroneous Termination for Default. If, after notice of termination of Contractor's right to proceed under the provisions of this clause, it is determined for any reason that the contract was not in default under the provisions of this clause, or that the delay was excusable under the provisions of Paragraph (4) (Excuse for Nonper-formance or Delayed Performance) of this clause, the rights and obligations of the parties shall, if the contract contains a clause providing for termination for convenience of the State, be the same as if the notice of termination had been issued pursuant to such clause.
(6) Additional Rights and Remedies. The rights and remedies provided in this clause are in addition to any other rights and remedies provided by law or under this contract.
19.29 Third Party Action Notification
Contractor shall give MSPB prompt notice in writing of any action or suit filed, and prompt notice of any claim made against Contractor by any entity that may result in litigation related in any way to this agreement.
19.30 Unsatisfactory Work
If at any time during the contract term, the service performed or work done by Contractor is considered by MSPB to create a condition that threatens the health, safety, or welfare of the citizens and/or employees of the State of Mississippi, Contractor shall, on being notified by MSPB, immediately correct such deficient service or work. In the event Contractor fails, after notice, to correct the deficient service or work immediately, MSPB shall have the right to order the correction of the deficiency by separate contract or with its own resources at the expense of Contractor.
19.31 Waiver
No delay or omission by either party to this agreement in exercising any right, power, or remedy hereunder or otherwise afforded by 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 of 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.
20.0 EVALUATION PROCEDURE AND FACTORS TO BE CONSIDERED IN THE EVALUATION PROCESS:
20.1 Qualifications of Offeror
The offeror may be required before the award of any contract to show to the complete satisfaction of the MSPB that it has the necessary facilities, ability, and financial resources to provide the service specified therein in a satisfactory manner. The offeror may also be required to give a past history and references in order to satisfy the MSPB in regard to the offeror's qualifications. The MSPB may make reasonable investigations deemed necessary and proper to determine the ability of the offeror to perform the work, and the offeror shall furnish to the MSPB all information for this purpose that may be requested. The MSPB reserves the right to reject any offer if the evidence submitted by, or investigation of, the offeror fails to satisfy the MSPB that the offeror is properly qualified to carry out the obligations of the contract and to complete the work described therein. Evaluation of the offeror'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 offeror 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 offeror; and,
(4) the quality of performance of previous contracts or services.
20.2 Step One: Proposals will be reviewed to assure compliance with the minimum specifications. Proposals that do not comply with the minimum specifications will be rejected immediately, receiving no further consideration.
20.3 Step Two: Proposals that satisfactorily complete Step One will be reviewed/analyzed to determine if the proposal adequately meets the needs of MSPB. Factors to be considered are as follows:
(1) The overall quality of the proposed plan for performing the required services (the plan should reflect an understanding of the project and its objectives). Consideration will be given to the completeness of the response to the specific requirements of the solicitation. (Critical)
(2) Proposer's ability to provide the required services as reflected/evidenced by qualifications (education, experience, etc.). This includes the ability of the proposer to provide a work product that is legally defensible. (Very Important)
(3) The personnel, equipment, facilities, and financial resources to perform the services currently available or demonstrated to be made available at the time of contracting. (Important)
(4) A record of past performance of similar work. (Critical)
(5) Price. (Important)
20.4 Step Three: The MSPB Executive Director or her designee will contact the offeror/proposer with the proposal which best meets MSPB's needs (based on factors evaluated in Step Two) and attempt to negotiate an agreement that is deemed acceptable to both parties.
21.0 ALL PROPOSALS SUBMITTED IN RESPONSE TO THIS REQUEST SHALL BE IN WRITING.
22.0 COST DATA SUBMITTED AT THIS STAGE IS SUBJECT TO NEGOTIATION BUT SHOULD INCLUDE AN ESTIMATE OF THE ANNUAL COST OF THE SERVICE.
23.0 THE FOLLOWING RESPONSE FORMAT SHALL BE USED FOR ALL SUBMITTED PROPOSALS:
I. Management Summary: Provide a cover letter indicating the underlying philosophy of the firm in providing the service.
II. Proposal: Describe in detail how the service will be provided. Include a description of major tasks and subtasks.
III. Corporate experience and capacity: Describe the experience of the firm in providing the service, give number of years that the service has been delivered, and provide a statement on the extent of any corporate expansion required to handle the service.
IV. Personnel: Attach resumes' of all those who will be involved in the delivery of service (from principals to field technicians) that include their experience in this area of service delivery. Indicate the level of involvement by principals of the firm in the day-to-day operation of the contract.
V. References: Give at least three (3) references for contracts of similar size and scope, including at least two (2) references for current contracts or those awarded during the past three years. Include the name of the organization, the length of the contract, a brief summary of the work, and the name and telephone number of a responsible contact person.
VI. Acceptance of conditions: Indicate any exceptions to the general terms and conditions of the bid document and to insurance, bonding, and any other requirements listed.
VII. Additional data: Provide any additional information that will aid in evaluation of the response.
VIII. Cost data: Estimate the annual cost of the service. Cost data submitted at this stage is not binding and is subject to negotiation if your firm is chosen as a finalist. Include the number of personnel proposed to be assigned to the contract and the total estimated cost of the labor portion of the contract (include a sample staffing chart). Identify all non-labor costs and their estimated totals.
24.0 POST-AWARD DEBRIEFING:
24.1 General Statement
In an effort to build and strengthen business relationships and improve the procurement process between vendors and the State, post-award vendor debriefing is available. The following information may be disclosed during post-award debriefing in accordance with Section 7-112.03 of the Personal Service Contract Review Board Rules and Regulations:
1) The agency's evaluation of significant weaknesses or deficiencies in the vendor's bid or proposal, if applicable;
2) The overall evaluated cost or price, and technical rating, if applicable, of the successful vendor(s) and the debriefed vendor;
3) The overall ranking of all vendors, when any ranking was developed by the agency during the selection process;
4) A summary of the rationale for award; and,
5) Reasonable responses to relevant questions about selection procedures contained in the solicitation, applicable regulations, and other applicable authorities that were followed.
24.2 Debriefing Request
A vendor, successful or unsuccessful, may request a post-award vendor debriefing, in writing, by U.S. mail or electronic submission, to be received by the MSPB within three (3) business days of notification of the contract award. A vendor debriefing is a meeting and not a hearing; therefore, legal representation is not required. If a vendor prefers to have legal representation present, the vendor must notify the MSPB and identify its attorney.
24.3 When Requested Debriefing Will Be Conducted
Unless good cause exists for delay, the debriefing will occur within five (5) business days after receipt of the vendor request and may be conducted during a face-to-face meeting, by telephonic or video conference, or by any other method acceptable to the MSPB.
24.4 Additional Information Regarding Post-Award Debriefing
Additional information regarding post-award debriefing may be found in Section 7-112 of the Personal Service Contract Review Board Rules and Regulations which may be found at http://www.mspb.ms.gov.
Miss. Code. tit. 27, pt. 1, ch. 8, APPENDICES, app 27-1-8-B