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STATE OF MISSISSIPPI
MISSISSIPPI DEPARTMENT OF HUMAN SERVICES
PERSONAL OR PROFESSIONAL SERVICES CONTRACT

1. Parties. This Contract is made and entered into by and between the Mississippi Department of
Human Services, hereinafter referred to as and Recover2, LLC, thereinafter referred to as
?Independent Contractor.?

2. Purpose. The MDHS hereby engages the Independent Contractor and the Independent Contractor
hereby agrees to render certain professional services described in Paragraph 3, "Scope of Services."

3. $1:er of Services. The Independent Contractor shall perform and render the following selvices:
A. Inform, update, and educate MDHS staff and partners in identifying opioid abuse;

B. Train MDHS staff and partners in best approaches to assist individuals struggling with opioid
addiction to integrate back into their families and society;

C. Twelve (12) one?day Opioid Education Training sessions (two (2) per month) at either
MDHS State Of?ce or other designated MDHS location; and,

D. Twelve (12) Mini-Training Sessions offered on an as-needed basis, scheduled in collaboration
with, and with the approval of, an appropriate MDHS of?cial or designee.

Adjustments to previously approved schedules shall be submitted to and approved by MDHS prior to
performance.

4. Period of Performance. The period of performance of services under this Contract shall begin
on December 10, 2018, or after all parties have signed, whichever is later, and end on June 9, 20l9.

5. Consideratioland Method of Payment.

A. As consideration of all services and performances under this Contract, Independent Contractor
shall be paid a fee not to exceed Forty-Eight Thousand Dollars and Zero Cents It is
expressly understood and agreed that in no event will the total compensation paid hereunder exceed the
speci?ed amount of Forty-Eight Thousand Dollars and Zero Cents 

B. The Independent Contractor will bill the MDHS for its services. Following the satisfactory
completion of its services, as determined by the MDHS, the State requires the Independent Contractor to
submit invoices electronically throughout the term of the agreement. Invoices shall be submitted to the
MDHS using the processes and procedures identi?ed by the State. The appropriate documentation shall
be submitted on the last working day of the month, with the final invoice to be submitted within five (5)
working days after the contract ending date.

6. Pagmode. Payments by state agencies using the State?s accounting system shall be made and
remittance information provided electronically as directed by the State. These payments shall be deposited
into the bank account of the Independent Contractor?s choice. The State may, at its sole discretion, require
the Independent Contractor to electronically submit invoices and supporting documentation at any time
during the term ofthis Agreement. Independent Contractor understands and agrees that the State is exempt
from the payment of taxes. All payments shall be in United States currency.

7. Iii-Payment. Independent Contractor agrees to accept all payments in United States currency via
the State of Mississippi?s electronic payment and remittance vehicle. The MDHS 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 MDHS within forty??ve (45) days of receipt
of invoice. Mississippi Code Annotated 31-7-301 et seq.

8. AEElieahle Law. The contract shall be governed by and construed in accordance with the laws of
the State of Mississippi, excluding its con?icts oflaws provisions, and any litigation with respect thereto
shall be brought in a court of competent jurisdiction in Jackson, Hinds County, Mississippi. The
Independent Contractor shall comply with applicable federal, state and local laws and regulations.

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9. AQpruVal lClause. It is understood that if this contract requires approval by the Public
Procurement Review Board and/or the Mississippi Department of Finance and Administration Of?ce of
Personal Services Contract Review and this contract is not approved by the PPRB and/or OPSCR, it is
void and no payment shall be made hereunder.

10. Availability of Funds. It is expressly understood and agreed that the obligation of the MDHS 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 ?inds. If the funds anticipated for the continuing
ful?llment of the agreement are, at any time, not forthcoming or insuf?cient, 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 MDHS, the MDHS shall have the right upon ten (10) working days written
notice to Independent Contractor, to terminate this agreement without damage, penalty, cost or expenses
to the MDHS of any kind whatsoever. The effective date of termination shall be as speci?ed in the notice
of termination.

11. Representation Regarding Fees. The Independent 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 the Independent Contractor's
bid or proposal.

12. Re resentatiun the arm" I Gratuities. The bidder, offeror, or Independent 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 Missis.sippi Public Procurement Review Board
Of?ce ofPersonal Service Contract Review Rules and Regulations.

   

l3. l?rueuimtent Regulations. The contract shall be governed by the applicable provisions of the
Mississippi Public Procurement Review Board Of?ce ofPersonal Service Contract Review Rules and
Regulations, a copy of which is available at 501 North West Street, Suite 701E, Jackson, Mississippi
39201 for inspection, or downloadable at 

14. 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 con?dential commercial or ?nancial information and shall be available
for examination, copying, or reproduction.

15. Compliance with Laws. The Independent Contractor understands that the MDHS 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 the
Independent Contractor agrees during the term of the agreement that the Independent Contractor will
strictly adhere to this policy in its employment practices and provision of services. The Independent
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
modi?ed.

16. Stag Work Order.

A. Order to Stop Work. The Chief Procurement Of?cer, may, by written order to Independent
Contractor at any time, and without notice to any surety, require Independent 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 ninety
(90) days after the order is delivered to Independent Contractor, unless the parties agree to any ?srther
period. Any such order shall be identi?ed speci?cally as a stop work order issued pursuant to this clause.
Upon receipt of such an order, Independent Contractor shall forthwith comply with its terms and take all
reasonable steps to minimize the occurrence of costs allocable t0 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 Chief Procurement Of?cer shall either:

(I cancel the stop work order; or,

(2) terminate the work covered by such order as provided in the Termination for Default clause
or the Termination for Convenience clause of this contract.

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B. Cancellation or Expiration of the Order. If a stop work order issued under this clause is
canceled at any time during the period speci?ed in the order, or if the period of the order or any extension
thereof expires, Independent Contractor shall have the right to resume work. An appropriate adjustment
shall be made in the delivery schedule or Independent Contractor price, or both, and the contract shall be
modi?ed in writing accordingly, if:

(1)the stop work order results in an increase in the time required for, or in Independent
Contractor?s cost properly allocable to, the performance of any part of this contract; and,

(2) Independent Contractor asserts a claim for such an adjustment within 30 days after the end
of the period of work stoppage; provided that, if the Chief Procurement Of?cer decides that
the facts justify such action, any such claim asserted may be received and acted upon at any
time prior to ?nal payment under this contract.

C. 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.

D. 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.

17. Iii-Veri?cation. If applicable, Independent 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 veri?cation system for all newly hired employees. Mississippi Code Annotated 71-11?1 et
seq. The tenn ?employee? as used herein means any person that is hired to perform work within the State
of Mississippi. As used herein, ?status veri?cation 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 veri?cation system
replacing the E-Verify Program. Independent 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, Independent Contractor agrees to provide a copy of each such
veri?cation. Independent 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 Independent Contractor to the following:

(I) termination of this contract for sen/ices and ineligibility for any state or public contract in
Mississippi for up to three (3) years with notice of such cancellation/termination being made public;

(2) the loss of any license, permit, certi?cation or other document granted to Independent
Contractor by an agency, department or governmental entity for the right to do business in Mississippi for
up to one (1) year; or,

(3) both. In the event of such cancellations/termination, Independent 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. Transparency. This contract, including any accompanying exhibits, attachments, and appendices,
is subject to the ?Mississippi Public Records Act of 1983,? and its exceptions. See Mississippi Code
Annotated 25-61-1 et seq. and Mississippi Code Annotated 79-23-1. In addition, this contract is
subject to the provisions of the Mississippi Accountability and Transparency Act of 2008. Mississippi
Code Annotated 27-104-151 et seq. Unless exempted from disclosure due to a court?issued protective
order, a copy of this executed contract is required to be posted to the Department of Finance and
Administration?s independent agency contract website for public access at
Information identified by Independent Contractor as trade
secrets, or other proprietary infonnation, including con?dential vendor information or any other
information which is required con?dential by state or federal law or outside the applicable freedom of
information statutes, will be redacted.

l9. Termination for Convenience.

 

(1) Termination. The Executive Director of the MDHS or designee of the MDHS may, when
the interests of the MDHS so require, terminate this contract in whole or in part, for the convenience of
the MDHS. The Executive Director ofthe MDHS or designee shall give written notice of the termination

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to the Independent Contractor specifying the part of the contract terminated and when termination
becomes effective.

(2) Independent Contractor ?s Obligations. The Independent Contractor shall incur no further
obligations in connection with the terminated work and on the date set in the notice of termination the
Independent Contractor will stop work to the extent speci?ed. The Independent Contractor shall also
terminate outstanding orders and subcontracts as they relate to the terminated work. The Independent
Contractor shall settle the liabilities and claims arising out of the termination of subcontracts and orders
connected with the terminated work. The Executive Director ofthe MDHS or his designee may direct the
Independent Contractor to assign the Independent Contractor?s right, title, and interest under the
terminated orders or subcontracts to the State. The Independent Contractor must still complete the work
not terminated by the notice of termination and may incur obligations as are necessary to do so.

20. Termination for Default.

(1) Default. If the Independent Contractor refuses or fails to perform any provisions of this
contract with such diligence as will ensure its completion within the time speci?ed in this contract, or any
extension thereof, or othelwise fails to timely satisfy the contract provisions, or commits any other
substantial breach of this contract, the Executive Director of the MDHS or designee may notify the
Independent Contractor in writing ofthe delay or nonperformance and ifnot cured in ten (IO) days or any
longer time speci?ed in writing by the Executive Director of the MDHS or designee, such of?cer may
terminate the Independent 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 Executive Director ofthe MDHS or designee may procure similar services in a manner and upon terms
deemed appropriate by the Executive Director of the MDHS or designee. The Independent 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) Independent Contractor?s Duties. Notwithstanding termination of the contract and
subject to any directions from the Executive Director, the Independent Contractor shall take timely,
reasonable, and necessaiy action to protect and preserve property in the possession of the Independent
Contractor in which the State has an interest.

(3) Compensation. Payment for completed sewices delivered and accepted by the MDHS
shall be at the contract price. The MDHS may withhold from amounts due the Independent Contractor
such sums as the Executive Director of the MDHS or designee deems to be necessary to protect the MDHS
against loss because of outstanding liens or claims of former lien holders and to reimburse the MDHS 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, the Independent 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 the Independent Contractor to make
progress in the prosecution of the work hereunder which endangers such performance) if the Independent
Contractor has noti?ed the Executive Director of the MDHS or designee 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; ?res; ?oods; 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, the Independent 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 suf?cient time to permit the Independent Contractor to meet the contract
requirements. Upon request of the Independent Contractor, the Executive Director of the MDHS or
designee shall ascertain the facts and extent of such failure, and, if such of?cer determines that any failure
to perform was occasioned by any one or more of the excusable causes, and that, but for the excusable
cause, the Independent 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 MDHS under the clause
entitled (in ?xed-price contracts, ?Termination for Convenience,? or 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 the Independent

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

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provisions of Paragraph (4) of this clause, the rights and obligations of the parties shall, if the contract
contains a clause providing for termination for convenience of the MDHS, be the same as if the notice of
termination has 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.

Termination upon Bankruptcy. This contract may be terminated in whole or in part by the
MDHS upon written notice to Independent Contractor, if Independent Contractor should become the
subject of bankruptcy or receivership proceedings, whether voluntary or involuntary, or upon the
execution by Independent Contractor of an assignment for the bene?t of its creditors. In the event of such
termination, Independent Contractor shall be entitled to recover just and equitable compensation for
satisfactory work performed under this contract, but in no case shall said compensation exceed the total
contract price.

22. Anti-Assignmeg??ubrontracling. Independent Contractor acknowledges that it was selected by
the State to perform the services required hereunder based, in part, upon Independent Contractor?s special
skills and expertise. Independent Contractor shall not assign, subcontract, or otherwise transfer this
agreement, in whole or in part, without the prior written consent of the State, which the State may, in its
sole discretion, approve or deny without reason. Any attempted assignment or transfer of its obligations
without such consent shall be null and void. No such approval by the State of any subcontract shall be
deemed in any way to provide for the incurrence of any obligation of the State in addition to the total ?xed
price agreed upon in this agreement. Subcontracts shall be subject to the terms and conditions of this
agreement and to any conditions of approval that the State may deem necessary. Subject to the foregoing,
this agreement shall be binding upon the respective successors and assigns of the parties.

 

23. Attorney?s Fees and Knew. Subject to other terms and conditions of this agreement, in the
event Independent Contractor defaults in any obligations under this agreement, Independent 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. Independent Contractor agrees that under no circumstances shall the MDHS be obligated to pay
any attorney?s fees or costs of legal action to Independent Contractor.

24. Authority to Contract. Independent Contractor warrants: that it is a validly organized
business with valid authority to enter into this agreement; that it is quali?ed to do business and in good
standing in the State of Mississippi; that entry into and performance under this agreement is not
restricted or prohibited by any loan, security, ?nancing, contractual, or other agreement of any kind; and,
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.

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

   

26. Con?dentiality. Notwithstanding any provision to the contrary contained herein, it is recognized
that the MDHS is a public agency of the State of Mississippi and is subject to the Mississippi Public
Records Act. Mississippi Code Annotated 25-6l-l et seq. If a public records request is made for any
information provided to the MDHS pursuant to the agreement and designated by the Independent
Contractor in writing as trade secrets or other proprietary con?dential information, the MDHS shall follow
the provisions ofMississippi Code Annotated 25-61-9 and 79-23?1 before disclosing such information.
The MDHS shall not be liable to the Independent Contractor for disclosure of information required by
court order or required by law.

27. Independent Contractor Personnel. The MDHS shall, throughout the life of the contract, have
the right of reasonable rejection and approval of staff or subcontractors assigned to the work by
Independent Contractor. If the MDHS reasonably rejects staff or subcontractors, Independent Contractor

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must provide replacement staff or subcontractors satisfactory to the MDHS in a timely manner and at no
additional cost to the MDHS. The day-to-day supervision and control of Independent Contractor?s
employees and subcontractors is the sole responsibility of Independent Contractor.

28. Copyrights. Independent Contractor agrees that the MDHS shall determine the disposition of the
title to and the rights under any copyright by Independent Contractor or employees on copyrightable
material ?rst produced or composed under this agreement. Further, Independent Contractor hereby grants
to the MDHS a royalty-free, nonexclusive, irrevocable license to reproduce, translate, publish, use and
dispose of, and to authorize others to do so, all copyrighted (or copyrightable) work not ?rst produced or
composed by Independent Contractor in the performance of this agreement, but which is incorporated in
the material furnished under the agreement. This grant is provided that such license shall be only to the
extent Independent Contractor now has, or prior to the completion of full ?nal settlements of agreement
may acquire, the right to grant such license without becoming liable to pay compensation to others solely
because of such grant.

29. IJuliarment and Suspension.
Independent Contractor certi?es to the best of its knowledge and belief, that it:

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

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

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

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

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

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

31. Errors in Extension. If the unit price and the extension price are at variance, the unit price shall
prevail.

32. Failure to Deliver. In the event of failure of Independent Contractor to deliver services in
accordance with the contract terms and conditions, the MDHS, after due oral or written notice, may
procure the services from other sources and hold Independent Contractor responsible for any resulting
additional purchase and administrative costs. This remedy shall be in addition to any other remedies that

the MDHS may have.
33. Failure to Enforce. Failure by the MDHS 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 MDHS to enforce any provision at any time
in accordance with its terms.

34. Final Pavrnent. Upon satisfactory completion of the work performed under this contract, as a
condition before ?nal payment under this contract, or as a termination settlement under this contract,

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Independent Contractor shall execute and deliver to the MDHS a release of all claims against the State
arising under, or by virtue of, the contract, except claims which are speci?cally exempted by Independent
Contractor to be set forth therein. Unless otherwise provided in this contract, by state law, or otherwise
expressly agreed to by the parties in this contract, ?nal payment under the contract or settlement upon
termination ofthis contract shall not constitute waiver of the State?s claims against Independent Contractor
under this contract.

35. Indemnification. To the fullest extent allowed by law, Independent Contractor shall indemnify,
defend, save and hold harmless, protect, and exonerate the agency, its commissioners, board members,
of?cers, 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 Independent 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,
Independent Contractor, in consultation with the Of?ce of the Attorney General, may be allowed to control
the defense of any such claim, suit, etc. In the event Independent Contractor defends said claim, suit, etc.,
Independent Contractor shall use legal counsel acceptable to the State and approved by the Of?ce of the
Attorney General. Independent 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. Independent
Contractor shall not settle any claim, suit, etc. without the concurrence of the State through the Of?ce of
the Attorney General, which the State shall not unreasonably withhold.

36. Fogtractnr Status. Independent 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, Independent 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 Independent Contractor.
Neither the method of computation of fees or other charges, nor any other provision contained herein, nor
any acts of the State or Independent Contractor hereunder creates, or shall be deemed to create a
relationship other than the independent relationship of the State and Independent Contractor. Independent
Contractor?s personnel shall not be deemed in any way, directly or indirectly, expressly or by implication,
to be employees of the State.

Neither Independent Contractor nor its employees shall, under any circumstances, be considered servants,
agents, or employees of MDHS, and MDHS shall be at no time legally responsible for any negligence or
other wrongdoing by Independent Contractor, its servants, agents, or employees. The MDHS shall not
withhold from the contract payments to Independent Contractor any federal or state unemployment taxes,
federal or state income taxes, Social Security tax, or any other amounts for bene?ts to Independent
Contractor. Further, the MDHS shall not provide to Independent Contractor any insurance coverage or
other bene?ts, including Worker?s Compensation, normally provided by the State for its employees.

37. Insurance. Independent Contractor represents that it will maintain Workers? Compensation
Insurance as prescribed by law which shall inure to the bene?t of all Independent Contractor?s personnel
performing services under this Contract and comprehensive general liability or professional liability
insurance, with minimum limits of $500,000.00 per occurrence. Independent Contractor will furnish
MDHS a certi?cate of insurance providing the aforesaid coverage, prior to the commencement of
performance under this Agreement. Should the Independent Contractor to be unable to obtain coverage
for the entire duration of the contract prior to the commencement of the contract, the Independent
Contractor should obtain additional coverage prior to any lapse in coverage and provide the certi?cate of
insurance to the State no later than seven (7) days prior to the date on which the COVerage ends. Any
additional insurance that is obtained should run immediately after the previous coverage ends so as to
prevent any lapse in coverage. Any additional insurance obtained by the Independent Contractor should
meet the terms of the Contract.

38. 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 modi?ed only by a written document executed by the State and Independent Contractor.
Independent 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 ?rll and complete
understanding of all rights and obligations herein. Accordingly, this agreement shall not be construed or
interpreted in favor of or against the State or Independent Contractor on the basis of draftsmanship or
preparation hereof.

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39. Modi?cation or ltencputiatiun. This agreement may be modi?ed only by written agreement
signed by the parties hereto. The parties agree to renegotiate the agreement if federal and/or state revisions
of any applicable laws or regulations make changes in this agreement necessary.

40. No Limitation ofLiahilily. Nothing in this agreement shall be interpreted as excluding or limiting
any tort liability of Independent Contractor for harm caused by the intentional or reckless conduct of
Independent Contractor or for damages incurred through the negligent performance of duties by
Independent Contractor or the delivery of products that are defective due to negligent construction.

4] . Notices. All notices required or permitted to be given under this agreement must be in writing and
personally delivered or sent by certi?ed 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 re?lsed. The parties agree to notify each other in writing of any
change of address.

For the MDHS: For Independent Contractor:
John Davis, Executive Director Brett DiBiase

MS Department of Human Services Recover2, LLC

PO. Box 352 10 Navajo Circle

Jackson, Mississippi 39205 Clinton, Mississippi 39056

42. Nun-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 six (6) months after this agreement terminates unless mutually agreed to in writing by
the State and Independent Contractor.

43. Oral Statements. No oral statement of any person shall modify or otherwise affect the towns,
conditions, or speci?cations stated in this contract. All modi?cations to the contract must be made in
writing by the MDHS and agreed to by Independent Contractor.

44. Ownership oi'Doeuments and Work Papers. The MDHS shall own all documents, ?les, reports,
work papers and working documentation, electronic or otherwise, created in connection with the project
which is the subject of this agreement, except for Independent Contractor?s internal administrative and
quality assurance ?les and internal project correspondence. Independent Contractor shall deliver such
documents and work papers to the MDHS upon termination or completion of the agreement. The foregoing
notwithstanding, Independent Contractor shall be entitled to retain a set of such work papers for its ?les.
Independent Contractor shall be entitled to use such work papers only after receiving written permission
from the MDHS and subject to any copyright protections.

45. Price Adlustment.

Price Adjustment Methods. Any adjustments in contract price, pursuant to a clause in this
contract, shall be made in one or more of the following ways:

in writing, including but not limited to, written agreement on a ?xed price
adjustment before commencement of the additional performance;

by unit prices speci?ed in the contract;

by the Costs attributable to the event or situation covered by the clause, plus
appropriate pro?t or fee, all as speci?ed in the contract; or,

by the price escalation clause.

(2) Submission of Cost or Pricing Data. Independent Contractor shall provide cost or pricing
data for any price adjustments subject to the provisions of Section 3?401 (Cost or Pricing Data) of the
Public Procurement Review Board Of?ce of Personal Service Contract Review Rules and
Regulations.

MDHS may, at any time by written modi?cation, make changes in the speci?cations within the general
scope of this Agreement. If any such change causes an increase in the amount due under this Contract or
in the time required for performance under this Agreement and if the MDHS decides that the change
justi?es an adjustment to the Contract, an equitable adjustment in the Contract may be made by written
modi?cation ofthis Agreement.

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DOCuSign Envelope ID: 

No charge for any extra work or material will be allowed unless the same has been provided by written
amendment to this Contract signed by both patties.

46. Priority. The contract consists of this agreement, the Quote Request No. 2018] 16 for the Pilot
Opioid Education Training Program (hereinafter and the response quote by Recover2, LLC,
dated November 20, 2018 (hereinafter ?Quote?). Any ambiguities, con?icts or questions of interpretation
of this contract shall be resolved by ?rst, reference to this agreement and, if still unresolved, by reference
to the OR and, if still unresolved, by reference to the quote. Omission of any term or obligation from this
agreement or QR or Quote shall not be deemed an omission from this contract if such term or obligation
is provided for elsewhere in this contract.

47. Quality Control. Independent Contractor shall institute and maintain throughout the contract
period a properly documented quality control program designed to ensure that the services are provided
at all times and in all respects in accordance with the contract. The program shall include providing daily
supervision and conducting frequent inspections of Independent Contractor?s staff and ensuring that
accurate records are maintained describing the disposition of all complaints. The records so created shall
be open to inspection by the MDHS.

48. Record Retention and Access to Records. Provided Independent Contractor is given reasonable
advance written notice and such inspection is made during normal business hours of Independent
Contractor, the State or any duly authorized representatives shall have unimpeded, prompt access to any
of Independent 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 Independent Contractor for three (3) years after ?nal
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.

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

50. Requirements Contract. During the period ofthe contract, Independent Contractor shall provide
all the service described in the contract. Independent Contractor understands and agrees that this is 3
requirements contract and that the MDHS shall have no obligation to Independent Contractor ifno services
are required. Any quantities that are included in the scope of work re?ect the current expectations of the
MDHS for the period of the contract. The amount is only an estimate and Independent Contractor
understands and agrees that the MDHS is under no obligation to Independent Contractor to buy any
amount of the services as a result of having provided this estimate or of having any typical or measurable
requirement in the past. Independent Contractor further understands and agrees that the MDHS may
require sewices in an amount less than or in excess of the estimated annual contract amount and that the
quantity actually used, whether in excess of the estimate or less than the estimate, shall not give rise to
any claim for compensation other than the total of the unit prices in the contract for the quantity actually
used.

51. Right to Audit. Independent Contractor shall maintain such financial records and other records
as may be prescribed by the MDHS or by applicable federal and state laws, rules, and regulations.
Independent Contractor shall retain these records for a period of three years after ?nal payment, or until
they are audited by the MDHS, whichever event occurs first. These records shall be made available during
the term of the contract and the subsequent three-year period for examination, transcription, and audit by
the Mississippi State Auditor?s Of?ce, its designees, or other authorized bodies.

52. Right to Inspect Facility. The State may, at reasonable times, inspect the place of business of an
Independent Contractor or any subcontractor which is related to the performance of any contract awarded
by the State.

53. Severahility. If any part of this agreement is declared to be invalid or unenforceable, such

invalidity or unenforceability shall not affect any other provision of the agreement that can be given effect
without the invalid or unenforceable provision, and to this end the provisions hereof are severable. In such

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event, the parties shall amend the agreement as necessary to re?ect the original intent ofthe parties and to
bring any invalid or unenforceable provisions in compliance with applicable law.

54. State Property. Independent Contractor will be responsible for the proper custody and care of
any state?owned property furnished for Independent Contractor?s use in connection with the performance
of this agreement. Independent Contractor will reimburse the State for any loss or damage, normal wear
and tear excepted.

55. Third Partv Action Noti?cation. Independent Contractor shall give the MDHS prompt notice in
writing of any action or suit ?led, and prompt notice of any claim made against Independent Contractor
by any entity that may result in litigation related in any way to this agreement.

56. Unsatisfactory Work. If, at any time during the contract term, the service performed or work
done by Independent Contractor is considered by the MDHS to create a condition that threatens the health,
safety, or welfare of the citizens and/or employees of the State of Mississippi, Independent Contractor
shall, on being noti?ed by the MDHS, immediately correct such de?cient service or work. In the event
Independent Contractor fails, after notice, to correct the de?cient service or work immediately, the MDHS
shall have the right to order the correction of the de?ciency by separate contract or with its own resources
at the expense of Independent Contractor.

57. Waiver. No delay or emission 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. N0 waiver of or modi?cation 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.

58. Certi?cation of Independent Price Determination. The Independent Contractor certi?es 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
competitor relating to those prices, the intention to submit a quote, bid, or proposal or the methods or
factors used to calculate the its prices.

59. Disputes. Any dispute concerning a question of fact under this Contract which is not disposed of
by agreement shall be decided by the Deputy Executive Director of Administration. This decision shall
be reduced to writing and a copy thereof mailed or furnished to the Independent Contractor and shall be
?nal and conclusive, unless within thirty (30) days from the date ofthe decision, Independent Contractor
mails or furnishes t0 the Executive Director of the MDHS a written request for review. Pending ?nal
decision of the Executive Director of the MDHS or designee of a dispute hereunder, the Independent
Contractor shall proceed in accordance with the decision of the Deputy Executive Director of
Administration.

In a review before the Executive Director or designee, the Independent Contractor shall be afforded an
opponunity to be heard and to offer evidence in support of its position on the question and decision under
review. The decision of the Executive Director on the review shall be ?nal and conclusive unless
determined by a court of competent jurisdiction in Hinds County, State of Mississippi, to have been
fraudulent, capricious, so grossly erroneous as necessarily to imply bad faith, or is not supported by
substantial evidence.

For the faithful performance of the terms of this Contract, the parties hereto have caused this Contract to
be executed by their undersigned authorized representatives.

 

 

 

 

Mississippi Department of Human Services Recover2, LLC
DocuSJgned by. - Dacu?iumd Mn
131%"in i. .
Madu?rm?avis, Executive Director Mo?c??i?iase
12/12/2018 12f10f2?18
Date of Signature Date of Signature

Contract No. 8200043112 Page 10 of IO