Development of a Waterworks Operator Continuing Education Training Program

Location:	Mississippi
Posted:	Nov 19, 2025
Due:	Dec 29, 2025
Agency:	State Government of Mississippi
Type of Government:	State & Local
Category:	U - Education and Training Services
Solicitation No:	1301-26-R-IFBD-00034
Publication URL:	To access bid details, please log in.

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OPTIONAL CONTRACT CLAUSES

ATTORNEYS’ FEES AND EXPENSES

In the event Contractor defaults on any obligations under this Agreement, Contractor shall pay to MSDH

all costs and expenses, without limitation, incurred by MSDH in enforcing this Agreement or reasonably

related to enforcing this Agreement. This includes but is not limited to investigative fees, court costs, and

attorneys’ fees. Under no circumstances shall MSDH be obligated to pay attorneys’ fees or legal costs to

Contractor.

AUTHORITY OF SIGNATORY

Contractor acknowledges that the individual executing the contract on behalf of the MSDH is doing so in

his or her official capacity only. To the extent any provision contained in the contract exceeds the

signatory’s authority, Contractor agrees that it will not look to that individual in his or her personal

capacity or otherwise seek to hold him or her individually liable for exceeding such authority.

AUTHORITY TO CONTRACT

Contractor warrants: (1) that it is a validly organized business with valid authority to enter into this

agreement;

(2) that it is qualified to do business and in good standing in the State of Mississippi; (3) that entry into

and performance under this agreement is not restricted or prohibited by any loan, security, financing,

contractual, or other agreement of any kind; and, (4) notwithstanding any other provision of this agreement

to the contrary, that there are no existing legal proceedings or prospective legal proceedings, either

voluntary or otherwise, which may adversely affect its ability to perform its obligations under this

agreement.

CONFIDENTIALITY

MSDH is a public agency of the State of Mississippi and is subject to the Mississippi Public Records Act

of 1983. Mississippi Code Annotated §§ 25-61-1, et seq. If a public records request is made for any

information provided to MSDH by Contractor, MSDH shall follow the provisions of Mississippi Code

Annotated §§ 25-61-9 and 79-23-1 before disclosing such information – unless Contractor has previously

indicated the information is not a trade secret or confidential commercial and financial information. The

MSDH shall not be liable to the Contractor for disclosure of information required by court order or

required by law.

CONTRACT ASSIGNMENT AND SUBCONTRACTING

Contractor acknowledges that it was selected by MSDH 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 MSDH, which

may, in its sole discretion, approve or deny without reason. Any attempted assignment or transfer of

Contractor’s obligations hereunder without consent of the MSDH shall be null and void. Approval of a

subcontract by the MSDH shall not be deemed to be approval of the incurrence of any additional

obligation of the MSDH. Subcontracts shall be subject to the terms and conditions of this agreement and

to any conditions of approval that MSDH may deem necessary. Subject to the foregoing, this agreement

shall be binding upon the respective successors and assigns of the parties.

CONTRACTOR PERSONNEL

The MSDH 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 MSDH reasonably rejects staff or

subcontractors, Contractor shall provide replacement staff or subcontractors satisfactory to the MSDH in

a timely manner and at no additional cost to the MSDH. The day-to-day supervision and control of

Contractor’s employees and subcontractors is the sole responsibility of Contractor.

COPYRIGHTS

Contractor agrees that the rights and title to any copyrightable material first produced under this

agreement belongs to MSDH. Contractor hereby grants to MSDH a royalty-free, nonexclusive,

irrevocable license to reproduce, translate, publish, use and dispose of, and to authorize others to do so, all

copyrighted or copyrightable work which is incorporated in the material furnished under the agreement

regardless of whether it was first produced under this agreement. This grant is provided that such license

shall be only to the extent Contractor now has, or prior to the completion of full final settlements of

agreement may acquire, the right to grant such license without becoming liable to pay compensation to

others.

DISCLOSURE OF CONFIDENTIAL INFORMATION REQUIRED BY LAW

In the event that either party to this Agreement receives notice that a third-party has served upon it a

subpoena or other validly issued administrative or judicial process ordering divulgence of the other

party’s data or other information, the party subject to the subpoena or other legal process shall promptly

inform the other party at the earliest reasonable opportunity, unless prohibited by law from doing so.

Thereafter, the party subject to the legal process shall respond to the extent mandated by law. This section

shall survive the termination or completion of this agreement. The parties agree that this section is subject

to and superseded by Mississippi Code Annotated §§ 25-61-1, et seq.

ENTIRE AGREEMENT

This agreement, including all contract documents, represents the entire and integrated agreement between

the parties hereto and supersedes all prior negotiations, representations or agreements, irrespective of

whether written or oral. This agreement may be altered, amended, or modified only by a written

document executed by the MSDH and Contractor. Contractor acknowledges that it has thoroughly read all

contract documents and has had the opportunity to receive competent advice and counsel necessary for it

to form a full and complete understanding of all rights and obligations herein. Accordingly, this

agreement shall not be construed or interpreted in favor of or against the MSDH or Contractor on the basis

of draftsmanship or preparation hereof.

FAILURE TO DELIVER

In the event of failure of Contractor to deliver services in accordance with the contract terms and

conditions, the MSDH, 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 MSDH may have.

FAILURE TO ENFORCE DOES NOT CONSTITUTE WAIVER

Failure by the MSDH 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 MSDH to enforce any provision at any time in accordance with its terms.

FORCE MAJEURE

Each party shall be temporarily 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 Agency in writing at its earliest

reasonable opportunity of the cause of its inability to perform, how it affects its performance, and the

anticipated duration of the inability to perform. All parties shall make reasonable efforts to minimize the

impact of the force majeure event on contract performance. The MSDH may exercise any rights it has

under the contract which are available when neither party is in default.

INDEMNIFICATION (for contracts with non-state Agencies or entities)

To the fullest extent allowed by law, Contractor shall indemnify, defend, save and hold harmless, protect,

and exonerate the MSDH 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 attorneys’ 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 MSDH’s sole discretion, upon approval of the Office of the Mississippi Attorney General and the

MSDH, Contractor may be allowed to control the defense of any such claim, suit, etc. In the event Contractor

defends said claim, suit, etc., Contractor shall use legal counsel acceptable to the Office of the Mississippi

Attorney General and the MSDH. Contractor shall be solely responsible for all costs and/or expenses

associated with such defense, and the MSDH shall be entitled to participate in said defense. Contractor

shall not settle any claim, suit, etc. without the concurrence of the Office of the Mississippi Attorney General

and the MSDH, which shall not be unreasonably withheld.

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 MSDH. Nothing contained herein shall be deemed or construed by

the MSDH, 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

MSDH and Contractor. Neither the method of computation of fees or other charges, nor any other provision

contained herein, nor any acts of the MSDH or Contractor hereunder creates or shall be deemed to create a

relationship other than the independent relationship of the MSDH and Contractor.

Contractor’s personnel shall not be deemed in any way, directly or indirectly,

expressly or by implication, to be employees of the MSDH. Neither Contractor nor

its employees shall, under any circumstances, be considered servants, agents, or

employees of the MSDH, and the MSDH shall be at no time legally responsible for

any negligence or other wrongdoing by Contractor, its servants, agents, or

employees.

The MSDH 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 MSDH shall not provide to Contractor any insurance coverage or other benefits,

including Workers’ Compensation, normally provided by the MSDH for its employees.

INFORMATION DESIGNATED BY AGENCY AS CONFIDENTIAL

Any liability resulting from the wrongful disclosure of confidential information on the part of Contractor,

or its subcontractor(s) shall rest with Contractor. Disclosure of any confidential information by Contractor

or its subcontractor(s) without the express written approval of the MSDH may result in the immediate

termination of this agreement.

INFORMATION DESIGNATED BY CONTRACTOR AS CONFIDENTIAL

Any disclosure of those materials, documents, data, and other information which Contractor has

designated in writing as proprietary and confidential shall be subject to the provisions of Mississippi Code

Annotated §§ 25- 61-9 and 79-23-1. The services to be provided, the unit prices and overall price to be

paid, and the term of the contract shall not be deemed a trade secret or confidential commercial or

financial information.

INFRINGEMENT INDEMNIFICATION

Contractor warrants that the materials and deliverables provided to the MSDH under this agreement, and

their use by the MSDH, will not infringe or constitute an infringement of any copyright, patent, trademark,

or other proprietary right. Should any such items become the subject of an infringement claim or suit,

Contractor shall defend the infringement action and/or obtain for the MSDH the right to continue using

such items without additional cost to the Agency. Should Contractor fail to obtain for the MSDH the right

to use such items, Contractor shall suitably modify them to make them non-infringing or substitute

equivalent software or other items at Contractor’s expense.

In the event the above remedial measures cannot possibly be accomplished, and only in that event,

Contractor may require the MSDH to discontinue using such items, in which case Contractor will refund to

the MSDH the fees previously paid by the MSDH for the items the customer may no longer use, and shall

compensate the MSDH for the lost value of the infringing part to the phase in which it was used, up to and

including the contract price for said phase. Said refund shall be paid within 10 business days of notice to

the MSDH to discontinue said use.

Scope of Indemnification: Provided that the MSDH promptly notifies Contractor in writing of any alleged

infringement claim of which it has knowledge, Contractor shall defend, indemnify, and hold harmless the

MSDH against any such claims, including but not limited to any expenses, costs, damages and attorney

fees that a court finally awards for infringement based on the programs and deliverables provided under

this agreement.

In the MSDH’s sole discretion, upon approval of the Office of the Mississippi Attorney General and the

MSDH, Contractor may be allowed to control the defense of any such claim, suit, etc. In the event Contractor

defends said claim, suit, etc., Contractor shall use legal counsel acceptable to the Office of the Mississippi

Attorney General and the MSDH. Contractor shall be solely responsible for all costs and/or expenses

associated with such defense, and the MSDH shall be entitled to participate in said defense. Contractor

shall not settle any claim, suit, etc. without the concurrence of the Office of the Mississippi Attorney General

and the MSDH, which shall not be unreasonably withheld.

INSURANCE

Contractor represents that it will maintain workers’ compensation insurance in compliance with

Mississippi law which shall inure to the benefit of all Contractor’s personnel provided hereunder,

comprehensive general liability or professional liability insurance with minimum limits of [$Amount] per

occurrence, and fidelity bond insurance with minimum limits of [$Amount]. All general liability,

professional liability, and fidelity bond insurance will provide coverage to the MSDH as an additional

insured. The MSDH reserves the right to request from carriers, certificates of insurance regarding the

required coverage. Insurance carriers shall be licensed or hold a Certificate of Authority from the

Mississippi Department of Insurance.

LIQUIDATED DAMAGES

MSDH may describe the event(s) which would trigger the liquidated damages clause and the method by

which liquidated damages will be calculated.

MODIFICATION OR RENEGOTIATION REQUIRED BY CHANGE IN LAW

The parties agree to renegotiate the agreement in good faith if federal and/or state revisions to any

applicable laws or regulations make changes in this agreement necessary. This agreement may be modified

only by written agreement signed by the parties hereto and approval by the Public Procurement Review

Board, if required.

NON-SOLICITATION OF EMPLOYEES

Each party to this agreement agrees not to employ or to solicit for employment, directly or indirectly, any

persons in the full-time or part-time employment of the other party until at least one year after this

agreement terminates unless mutually agreed to in writing by the MSDH and Contractor. Any such

employment or solicitation for employment shall be in compliance with the Mississippi Ethics in

Government laws, codified at Mississippi Code Annotated §§ 25-4-101 through 25-4-121.

NOTICES

All notices required or permitted to be given under this agreement shall be in writing and personally

delivered or sent by certified United States mail, postage prepaid, return receipt requested, to the party

to whom the notice should be given at the address set forth below. Notice shall be deemed given when

actually received or when refused. The parties agree to promptly notify each other in writing of any

change of address.

For Contractor: [Name & Title]

[Contact Information]

For [Agency: [Name & Title]

[Contact Information]

ORAL STATEMENTS

No oral statement of any person shall modify or otherwise affect the terms, conditions, or specifications

stated in this contract. All modifications to the contract shall be made in writing by the MSDH, agreed to

by Contractor¸ and approved by the Public Procurement Review Board, if required.

OWNERSHIP OF DOCUMENTS AND WORK PAPERS

MSDH 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 MSDH upon termination or completion of the

agreement. The foregoing notwithstanding, Contractor shall be entitled to retain a set of such work papers

for its files and shall obtain written permission from MSDH to use such workpapers, subject to any

PRICE ADJUSTMENT

Any adjustments in price during the life of a contract is limited to the price adjustment methodology

stated in the solicitation, or if the contract was not formally solicited, is limited to the methodology

included in the contract at the time the contract was originally executed.

This is the opportunity summary page. It provides an overview of this opportunity and a preview of the attached documentation.

Smart Number	1301-26-R-IFBD-00034	Advertised Date	11/19/2025 1:00 AM
RFx #	3160007736	Submission Date	12/29/2025 4:00 PM
RFx Status	Open	Major Procurement Category	PERSONNEL SERVICES NON-IT
RFx Opening Date	12/30/2025 10:00 AM	Sub Procurement Category	PERSONNEL SERVICE - TECHNOLOGY
RFx Type	Invitation for Bid
Agency	MS DEPT OF HEALTH
RFx Description	The Mississippi State Department of Health (MSDH), will accept submissions until 4:00 p.m. CST, Tuesday, December 29, 2025, for development of a Waterworks Operator Continuing Education Training Program obtain a surveyor contract with three (3) or more re

Name	Christopher Statham	Email	CHRISTOPHER.STATHAM@MSDH.MS.GOV
Phone	6625492925	Fax

PRODUCT CATEGORY	PRODUCT DESCRIPTION
92416	Serv EduTrainCoursDe

Attachments Optional_Clauses_Resulting_from_this_Solicitation
Attachments REQUIR~1
Attachments RFx 3160007736 Operator Continuin Education Traning
Attachments SOLICITATION_CLAUSES