Exemption for the procurement of professional services

Location:	Mississippi
Posted:	Dec 19, 2025
Due:	Jan 13, 2026
Agency:	State Government of Mississippi
Type of Government:	State & Local
Category:	99 - Miscellaneous R - Professional, Administrative and Management Support Services
Solicitation No:	1301-26-R-RFPR-00003-V02
Publication URL:	To access bid details, please log in.

Attachment Preview

PAGE 1 OF 14

MISSISSIPPI STATE

DEPARTMENT OF HEALTH

CONTRACT FOR PROFESSIONAL SERVICES

1. Parties.

This contractual agreement is entered into by and between the Mississippi State Department of Health

(hereinafter “MSDH” or “Agency”) and Vendor Name (hereinafter “Contractor”).

2. Period of Performance.

This contract will become effective for the period beginning 00/00/0000 and ending on 00/00/0000,

upon the approval and signature of the parties hereto.

3. Renewal of Contract.

No renewals shall be available for this agreement

4. Scope of Services.

Contractor shall undertake and complete scope of work as described in Attachment A, Scope of

Services.

5. Compensation.

The Contractor agrees in good faith to provide the services described above and to complete all

assigned work within the total amount approved for this contract. The Agency shall pay the

Contractor upon completion and acceptance of performance. The Contractor shall submit

detailed/itemized invoices detailing work provided and hours worked to the Agency on a monthly

basis. The Agency shall pay the Contractor upon receipt of invoice and in accordance with state law,

shall not exceed $0.00, for the duration of the agreement. Upon expiration of the Contract and

acceptance by the Agency, Contractor shall submit the final invoice along with appropriate

documentation for the Agency for payment for services performed under this contract.

Invoices shall be sent to:

Agency Personnel

Mississippi Department of Health, WIC

570 Woodrow Wilson Drive

Jackson, MS. 39216

abc@msdh.ms.gov

6. Applicable Law.

The contract shall be governed by and construed in accordance with the laws of the State of

Mississippi, excluding its conflicts of laws provisions, and any litigation with respect thereto shall be

brought in the courts of Mississippi.

7. Approval.

It is understood that if this contract requires approval by the Public Procurement Review Board

(“PPRB”) and/or the Department of Finance and Administration Office of Personal Service

Contract Review (“OPSCR”), and this contract is not approved by PPRB and/or OPSCR, it is void

and no payment shall be made hereunder.

PAGE 2 OF 14

8. Attorney’s 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.

9. 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.

10. Availability of Funds.

It is expressly understood and agreed that the obligation of MSDH to proceed under this agreement

is conditioned upon the appropriation of funds by the Mississippi State Legislature and the receipt

the appropriated funds. If the funds anticipated for the continuing time fulfillment of the agreement

are, at any time, not forthcoming or insufficient, regardless of the source of funding, MSDH shall

have the right upon 10 business days written notice to Contractor, to terminate this agreement

without damage, penalty, cost or expense to the MSDH of any kind whatsoever. The effective date

of termination shall be as specified in the notice of termination.

11. Compliance with Equal Opportunity In Employment Policy.

Contractor understands that the MSDH 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.

12. Compliance with Laws.

Contractor shall comply with, and all activities under this agreement shall be subject to, all

applicable federal, state, and local laws and regulations, as now existing and as may be amended or

modified.

13. 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

the act as well as (where applicable) Mississippi Code Annotated §79-23-1 before disclosing such

information. This is unless Contractor has previously indicated the information requested is not a

PAGE 3 OF 14

trade secret or confidential commercial or financial information or otherwise not exempt from the

Public Records Act. The MSDH shall not be liable to the Contractor for disclosure of information

required by court order or required by law.

14. 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.

15. 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

16. 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.

17. 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 the Public Records Act, Mississippi

Code Annotated §§ 25-61-1, et seq.

PAGE 4 OF 14

18. E-Payment.

Contractor agrees to accept all payments in United States currency via the State of Mississippi’s

electronic payment and remittance vehicle. The Agency agrees to make payment in accordance with

Mississippi “Timely Payments for Purchases by Public Bodies” laws, which generally provide for

payment of undisputed amounts by the Agency within 45 calendar days of receipt of invoice.

Mississippi Code Annotated § 31-7-301, et seq.

19. E-Verification

If applicable, Contractor represents and warrants that it will ensure its compliance with the

Mississippi Employment Protection Act and will register and participate in the status verification

system for all newly hired employees. Mississippi Code Annotated §§ 71-11-1 and 71-11-3.

Contractor agrees to provide a copy of each verification upon request of the MSDH subject to

approval by any agencies of the United States Government. Contractor further represents and

warrants that any person assigned to perform services hereafter meets the employment eligibility

requirements of all immigration laws. The breach of this clause may subject Contractor to the

following: (1) termination of this contract and exclusion pursuant to Chapter 15 of the Public

Procurement Review Board Office of Personal Service Contract Review Rules and Regulations; (2)

the loss of any license, permit, certification or other document granted to Contractor by an agency,

department, or governmental entity for the right to do business in Mississippi; or (3) both. In the

event of such termination, Contractor would also be liable for any additional costs incurred by the

Agency due to Contract cancellation or loss of license or permit to do business in the state.

20. 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.

21. 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.

22. 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.

PAGE 5 OF 14

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.

23. 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.

24. 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.

25. Infringement Identification.

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

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

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-RFPR-00003-V02	Advertised Date	12/19/2025 9:00 AM
RFx #	3120003230	Submission Date	01/13/2026 3:00 PM
RFx Status	Open	Major Procurement Category	PERSONNEL SERVICES NON-IT
RFx Opening Date	01/13/2026 3:30 PM	Sub Procurement Category	PERSONNEL SERVICE - NON-TECHNOLOGY
RFx Type	Request for Proposal
Agency	MS DEPT OF HEALTH
RFx Description	Request for RFP Exemption for the procurement of professional services related to the development of a Comprehensive Statewide Health Plan.

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

PRODUCT CATEGORY	PRODUCT DESCRIPTION
91878	Serv ConsutlMedical

Attachments [D] RFP_Contract_Draft
Attachments _E_REQ~1
Attachments RFP-RF~1