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Mississippi Development Authority 501 North West Street

Jackson, MS 39201

REQUEST FOR QUALIFICATIONS RFQ# ENG10232017

For

FINANCIAL RESOURCES – Continental Tire Engineering Program Management Services

Tricia Shannon 501 North West Street

Jackson, MS 39201 Tel (601) 359-2987/Fax (601) 359-5042

Procurement@Mississippi.org Alternate Contact:

Kathy Roberts Tel (601) 359-2573 / Fax (601) 359-5042

Date: September 28, 2017

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1. Scope of Services

The Mississippi Development Authority (Authority) is requesting written responses for services outlined in Exhibit “A” attached to this Request for Qualifications (RFQ).

2. Type of Contract

The Authority will enter into a firm, fixed-priced contract for services with the successful respondent/contractor. The contractor is to include in its fixed fees, all travel and other related direct expenses it may incur in performing the services.

3. Period of Performance

The Authority anticipates awarding a contract with an initial term of December 2017, and ending December 2021.

4. Contract General Terms and Conditions

Certain terms and conditions are required for contracting with the Authority. By signing and submitting a response to this RFQ, the respondent/contractor agrees to comply with, and be bound by the Authority’s contract General Terms and Conditions. The Conditions are attached as Exhibit “B.” Contract template can be viewed in Exhibit “C”.

5. Format and Procedures for Delivery of RFQs

a. Completed IFB Response Forms must be sent to: U.S. Mail: Mississippi Development Authority Tricia Shannon, / Kathy Roberts Accounting & Finance Division P.O. Box 849 Jackson, MS 39205-0849 Hand mail: Mississippi Development Authority Tricia Shannon, / Kathy Roberts Accounting & Finance Division 501 N. West Street, Woolfolk State Office Building, Suite 401 Jackson, MS 39201 Fax: Mississippi Development Authority Tricia Shannon, / Kathy Roberts Accounting & Finance Division (601) 359-5042

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b. A company official with the authorization to bind the contractor to the Authority’s contract General Terms and Conditions must sign the response to the RFQ.

c. All questions to the RFQ must be submitted by email to Tricia Shannon/Kathy Roberts at procurement@mississippi.org no later than 2:00 p.m. CST, Thursday, October 12, 2017. Responses to all questions will be posted as an amendment to https://www.mississippi.org/home-page/locate-here/contact/doing-business-with-mda-rfis website by Monday, October 16, 2017, at 2:00 P.M. CST.

d. All responses to the RFQ must be submitted to Tricia Shannon no later than 2:00 p.m. CST, Monday, October 23, 2017. The original and seven (7) copies (8 copies total) of the proposal and all attachments in a sealed envelope or package to Mississippi Development Authority, Attn: Tricia Shannon, 501 North West Street, Woolfolk Building, Suite 419 no later than 2:00P.M. Central Time on October 23, 2017. Timely submission of the proposal is the responsibility of the Respondent. Offers received after the specified time shall be rejected and returned to the Respondent unopened. The envelope or package shall be marked “Mississippi Development Authority Continental Tire Program Management Services RFQENG10232017” in the lower left hand corner. Each page of the proposal and all attachments shall be identified with the name of the Respondent. Authority may not accept or consider any response received after this date. Receipt of completed RFQ responses by the Authority does not bind the Authority in any way to subsequently enter into a contract with any of the respondents. SELECTION PROCESS: Professional selection shall be in accordance with DFA/BoB Construction Procedure

Manual.

Evaluation criteria for short list selection for this RFQ shall be as follows (100 point scale):

1. Past Performance: If a firm has done prior work for MDA, award up to 10 points depending uponpast performance.

2. Site Presence: Geographic location and/or proven track record of maintaining presence on site,award up to 10 points.

3. Project Team: General qualifications of Prime Professional and Consultant firms as well as specificabilities of identified team members, award up to 50 points.

4. Relevant Experience: Experience of Project Team with projects of similar type, scale and/orcomplexity of subject project, award up to 20 points.

5. Fresh Perspective: Project Team has no/low previous work with MDA but offers new perspective oradditional resource, award up to 10 points.

Evaluation criteria for selection from short-listed firms for this RFQ shall be as follows (100 point scale):

1. Project Vision: Professional has a clear vision/strategy for project which complements vision ofMDA, award up to 20 points.

2. Relationship Management: Professional balances goals and requirement of multiple governmentalentities and user groups, award up to 10 points.

3. Quality Control (Design Phase): Project team produces tight, defendable contract documents thatminimize change orders and construction phase conflict, award up to 20 points.

4. Quality Control (Construction Phase): Project team provides a construction phase service whichensures proper execution of contract documents, award up to 20 points.

5. Budget Control: Professional produces accurate estimates and keeps firm grasp of budgetrequirements with goal of most efficient/best use of limited funds, award up to 10 points.

6. Schedule Control (Design Phase): Professional meets all submission dates and anticipates/resolvespotential design issues/conflicts in a timely manner, award up to 10 points.

7. Schedule Control (Construction Phase): Professional promptly processes submittals, payapplications; RFI’s and facilitates rapid resolution of conflicts, award up to 10 points.

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SUBMISSIONS: Any individual, firm, or corporation desiring to provide services for any service listed herein, should submit the following in hard copy and digital format to the MDA in DUPLICATE.

1. Letter of Interest: Each submission must be accompanied by an individual letter.

2. Narratives: Include narrative(s) and any other documentation that will assist the selection committee in evaluation of the Professional and proposed Consultants by the criteria noted above.

3. Form M54: Each submission must be accompanied by a completed and current Form M54, Architect-

ENGINEER Related Services Questionnaire. This document can be found on the DFA web page: http://www.dfa.ms.gov/dfa-offices/bureau-of-building-grounds-and-real-propert-management/bob-forms-for-aes-professionals/

4. Form M55: Each submission must be accompanied by a completed and current Form M55, Architect-

ENGINEER Related Services for Specific Project. This document can be found on the DFA web page: http://www.dfa.ms.gov/dfa-offices/bureau-of-building-grounds-and-real-property-management/bob-forms-for-aes-professionals/ M55 Item 7 must include entries for key personnel for the following (6) project assignments:

1. KEY PRINCIPAL – shall be totally responsible for the project. 2. PRICE – will be negotiated with the highest scoring quote and if negotiations are unsuccessful then

price will be negotiated with next highest scoring quote. Price not to exceed $800,000.00. 3. PERIOD of PERFORMANCE – The Contract will be for a period of 4 years. 4. CONTRACT DRAWINGS – will be responsible for the actual production of the contract drawings. 5. CONTRACT SPECIFICATIONS – will be responsible for the actual preparation of contract

specifications. 6. BIDDING PROCESS AND CONSTRUCTION CONTRACT PREPARATION – will be

responsible for the bidding process and preparation of the construction award contract. 7. CONSTRUCTION OBSERVATION – will be responsible for construction observation of the

project. As required but not less than twice a month. 8. JOINT VENTURE – if your entity is proposing a joint venture (partnership / collaboration / etc.) –

please list same in the M55 Box 3 for Firm (or Joint Venture) Name & Address. Before award, the Joint Venture will need a Federal ID number and registration at the Mississippi Secretary of State. Insurance requirements would be E&O for the Joint Venture entity but individual firm Workers Comp policies would be acceptable.

PROPRIETARY INFORMATION: Any page(s) of proposal that proposer considers to contain “trade secrets” or confidential commercial or financial information shall be submitted on different color paper than non-confidential pages and be marked in the upper right hand corner with the word “CONFIDENTIAL”. Failure to clearly identify shall result in that information being released subject to a public records request. MODIFICATIONS TO PROPOSALS: A Professional may modify their proposal at any time prior to the scheduled closing time indicated in the Request for Qualifications. A Professional may not modify their proposal after the scheduled closing time and prior to short-listing; however; short-listed Professionals may supplement or modify their proposal in any manner they so choose until the date and time of Professional Interviews, if conducted. If interviews are waived by Authority, no modifications shall be permitted unless the Authority formally notifies short-listed Professional in writing that they have been short-listed, that interviews have been waived, and of the closing time for any modifications to be considered for final selection.

IRREGULARITIES: The omission of any information requested on the Request for Qualification may be considered as an informality, or irregularity, by the awarding public body when, in their opinion, the omitted information does not alter the Qualifications, or place other Proposers at a disadvantage.

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DISQUALIFICATION: The following list of situations may disqualify a Professional from being considered:

1. Failure to comply with the Request for Qualifications’ requirements. 2. Professional, or one or more of his proposed Consultants, is involved in an ongoing dispute related to

the Professional’s, or proposed Consultant’s, execution, expertise, proficiency, or timely performance of a previous Contract with MDA or another state agency, university, community college or junior college.

3. Professional, or one or more of his proposed Consultants, is in arrears on existing Contract(s) with MDA or another state agency, university, community college or junior college.

4. Professional, or one or more of his proposed Consultants, has defaulted on a previous Contract with MDA or another state agency, university, community college or junior college.

This scope of services supplements the Professional’s proposal listed in the Request for Qualifications.

1. The Professional will coordinate all communications through Chuck Mobley, Financial Resources Division, or his designee.

2. The Professional shall assist the Financial Resources Division (FRD) with the technical review of documents and construction activities related to the Authority-funded infrastructure for the Continental Tire Plant. The Professional shall review and provide written reports of his findings for plans, specifications, construction contract documents, engineering agreements, partial pay requests and other documents as requested by the Authority/FRD. The Professional shall attend project related meetings, as needed, and make occasional site visits in order to verify project progress.

3. The Professional will follow all requirements set forth in the Request for Qualifications. 4. The Authority will compensate the Professional at the negotiated hourly rates through the Request for

Qualifications process.

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EXHIBIT A SCOPES OF SERVICE (subject to modification)

GENERAL: The Mississippi Development Authority (MDA) will contract for professional services for the services listed in this document. Services to include but not limited to: 1. The ENGINEER/firm will be required to have an office located within the State of Mississippi. The ENGINEER/Firm must also have a satellite office in close proximity (within 30 miles) to the project site and the lead ENGINEER must be in the office or on site at least 4 days per week for the initial term of the contract and until all of the construction phases of the project have reached substantial completion. 2. The ENGINEER shall assist the MMEIA by providing professional engineering management services for the Project. This Project is estimated to be approximately 4 years from the execution date of the contract. 3. The ENGINEER shall provide engineering oversight and management services acting as the agent of the State of Mississippi/MMEIA for the design and construction of the roadways and bridges that will remain the property of the State of Mississippi; design and construction of utilities including water, wastewater, and natural gas needed to support the Project site; training facility; and the fire station. These improvements, as well as other improvements are detailed in the Memorandum of Understanding (“MOU”) between Continental Tire the Americas, LLC (Conti) and the State of Mississippi. The ENGINEER shall attend meetings and travel, when needed, to ensure schedules for deliverables are adhered to. When all parties are working together in conjunction with a Project aspect, all parties mentioned herein shall be collectively referred to as the “TEAM.” 4. The ENGINEER shall use his/her knowledge of the Project to assist the MMEIA in fulfilling the intent made by the State of Mississippi/MMEIA in the MOU. 5. The ENGINEER may assist the MMEIA in selecting and negotiating construction managers, architectural services, engineering services, and any other professional services in which the MMEIA may need assistance in performing such services. 6. The ENGINEER shall, in the course of its duties, provide necessary coordination with other state or federal agencies such as the Mississippi Department of Environmental Quality, the Mississippi Department of Transportation, the United States Army Corps of Engineers, the Mississippi Department of Archives and History, and private utility companies, for the issuance of any required permits for the Project. 7. The ENGINEER shall hold no responsibility or liability for the performance or non-performance of other entities selected to perform services for this Project. 8. The ENGINEER may provide engineering services for the “Initial Clearing and Grubbing – plans and specifications, bidding, and negotiating services, and construction administration and oversight. 9. Additional services – The Engineer may be required, upon request from the MMEIA, to perform other specific engineering or engineering related services that facilitate the MMEIA in meeting required schedules of deliverables for the Project. The MMEIA and The ENGINEER shall jointly negotiate these specific services, which includes development of a detailed scope of work and budget that is agreed upon by the MMEIA and the ENGINEER. 10. As a result of the oversight process, certain information to be provided to the Authority and/or the ENGINEER shall contain confidential and proprietary commercial information which, if disclosed, would cause irreparable injury to the Company. Consequently, the ENGINEER shall execute a non-disclosure agreement. Further, prior to any work product publication by the ENGINEER or any response to a request for the production of any schedules, documentation or photographs under the Freedom of Information Act and/or the Mississippi Public Records Act, as codified in Code Sections 25-61-1, et seq., the ENGINEER and/or the Authority shall consult with the Company to confirm the protection of trade secrets and confidential commercial and financial information from production and/or publication, in accordance with Code Section 25-61-9 and 75-26-1, et seq.

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MMEIA – Project Management 1. The ENGINEER shall provide oversight services acting as the agent of the State of Mississippi/MMEIA for the review of requests for this project. These improvements, as well as other improvements, are detailed in the Memorandum of Understanding (“MOU”) between CONTINENTAL TIRE THE AMERICAS, LLC (CONTI) and the State of Mississippi. The ENGINEER shall attend meetings and travel, when needed, to ensure schedules for deliverables are adhered to. In this role the ENGINEER understands that it is acting for State of Mississippi/MMEIA, and that ENGINEER shall not represent or indicate otherwise to any third parties, including CONTRACTOR and any subcontractors. 2. The ENGINEER shall use his/her knowledge of the Project to assist the MMEIA in fulfilling the intent made by the State of Mississippi/MMEIA in the MOU. 3. The ENGINEER shall assist the MMEIA by providing professional engineering management services for the Project. For purpose of definition, the ENGINEER’s services are divided into the following categories:

A. Core Group Services

B. Construction Oversight Services A. CORE GROUP SERVICES Core Group Services consist of the central filing system and project management services for the contract. Core Group Services consist of the Document Control, Project Control, and Contract Control. Specific tasks of the Core Group include but are not limited to:

- Establish and maintain an MMEIA approved document control system.

- Establish accounting procedures with an internal billing system so that the ENGINEER’s hours worked and expenses are correctly identified and charged. Prepare invoices monthly to reflect these charges.

- Monitor, record and report as appropriate meetings held by the MMEIA with other related agencies associated with the Project.

- Track Project documents including but not limited to reports, submittals, approvals, permits, etc. required of the ENGINEER and monthly report on deficiencies, corrective action and progress.

- A separate file shall be established and maintained for each dispute and/or claim. In order to fully document all Agreement disputes and/or claims, the following information shall be included in each file:

• Including but not limited to the title and description of the dispute and/or claim, claimed damages, delay, interference, acceleration.

• A narrative of cause and effect with identification of the root cause as claimed. • All related correspondence and documentation necessary to fully document the dispute/claim. • Copies of daily reports with references to events involved in the claim highlighted. • Photographs of the Work or condition in question. • Time sheets and documentation of the Work in dispute, equipment and materials associated with

the claim.

B. CONSTRUCTION OVERSIGHT SERVICES

The ENGINEER shall be responsible for all construction administration; including furnishing survey crews, inspectors, office clerical staff, vehicles and an office near the site and all equipment and supplies, as required to provide the services listed herein.

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The ENGINEER shall maintain separate and distinct records and files for the PROJECT, including all necessary inspection diaries, log books, survey staking records, and documentation necessary to justify payments; all according to MMEIA standards.

The ENGINEER shall compile and submit all reports, monthly and final estimates, records and other pertinent data that may be required for proper completion of records of the PROJECT. A Project Diary describing the progress of the Work, specific problems encountered and all other pertinent information relative to the PROJECT and all records shall be kept.

The ENGINEER shall review all CONTRACTOR needed change orders, supplemental agreements and force account work requests, including written justification and cost analysis for same. If approved, the ENGINEER shall obtain the CONTRACTOR's signature as applicable and return the forms to the ENGINEER for final execution.

Required forms shall be furnished by the MMEIA.

The ENGINEER shall be available, on request, to assist the CONTRACTOR with the preparation of change orders, supplemental agreements, force account work requests, and monthly estimates. This will be considered an informational service only to explain the paper work flow. The CONTRACTOR shall be expected to follow up in an expeditious manner to avoid any delay. Timely review of documentation (i.e. mix design submittal, claims, etc.), correspondence, meeting minutes and transmittal of response to the CONTRACTOR required to meet any time constraints of the PROJECT shall be the responsibility of the ENGINEER. The ENGINEER shall evaluate and make recommendations to the TEAM on all claims and/or disputes.

At the end of the PROJECT construction, the ENGINEER’S Project Manager shall submit a signed certification that all Work inspected by the ENGINEER was done in substantial conformance with the plans and specifications.

The ENGINEER shall monitor all CONTRACTOR contacts with property owners, utility companies and other individuals regarding PROJECT questions and problems, and verify closure on all citizens’ requests for assistance and other agency comments/questions. As between the MMEIA and the ENGINEER, the ENGINEER shall be the primary authorized contact with the CONTRACTOR during construction on behalf of MMEIA. The MMEIA shall send all information and requests to the CONTRACTOR through the ENGINEER.

Surveying

The ENGINEER shall review, comment or recommend approval of the CONTRACTOR's written outline, the proposed methods of staking, marking of stakes, grade control for various materials courses, referencing, structure control and any other procedures and controls necessary for survey completion.

The ENGINEER shall make inspections and random checks of the CONTRACTOR's staking and layout work at important stages of construction, and shall communicate to CONTI and the CONTRACTOR’s Project Manager all improper work the ENGINEER recommends be redone. The ENGINEER shall not perform construction staking for the CONTRACTOR, nor is the ENGINEER authorized to direct CONTRACTOR to perform any extra work or repair or replace existing work under the provisions of CONTI’s contract with the CONTRACTOR. Any such requests require written approval of CONTI.

Inspection

The ENGINEER is responsible for monitoring the CONTRACTOR’S construction efforts to ensure they comply with approved construction documents. The ENGINEER shall perform as-needed observations of construction and document accordingly. Observed deficiencies shall be reported to both the MMEIA and CONTI.

Review the CONTRACTOR QUALITY CONTROL PLAN (QCP)

The ENGINEER shall review and analyze the CONTRACTOR QCP and provide recommendations to MMEIA regarding approval or action. MMEIA shall be advised of the completeness or correctness of the CONTRACTOR QCP.

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Progress Payments to CONTRACTOR

The ENGINEER shall verify construction progress in support of CONTRACTOR payment requests in accordance with the MOU to include:

• Review the CONTRACTOR's Project Payment Schedule update and invoice for payment. • Compare the request for payment with the work documented as complete in the field by the CONTRACTOR.

This will be supported by selective quantity evaluations performed under ENGINEER operations. • Evaluate materials approved and stored.

The payment invoices shall be submitted for processing in accordance with time limits of the MMEIA. Any objections or deficiencies shall be reported to both the MMEIA and CONTI with an explanation for the reason for rejection.

As-Built Drawings and Records

The ENGINEER shall periodically review the CONTRACTOR's maintenance of as-built records and shall notify MMEIA of deficiencies found and recommended actions to be taken. At the completion of construction, the ENGINEER shall review the final as-built drawings and electronic files prepared and submitted by the CONTRACTOR to determine whether the as-built documents reflect the as-constructed work and submit comments to the CONTRACTOR within fifteen (15) business days. As-built drawings and specifications shall be transferred to MMEIA in both electronic form and original hard copy by the CONTRACTOR. The ENGINEER shall receive and document such as-built drawings and specifications for MMEIA. The ENGINEER shall review and make recommendations regarding the CONTRACTOR’s compliance.

The ENGINEER shall provide and maintain an archive of digital photographs which show construction progress and issues on the PROJECT. These photographs shall be taken, at a minimum, on a weekly interval, and daily of major construction activities as appropriate.

The digital photographs shall be archived in an organized directory structure with detailed filenames and text indices which include, at a minimum, information regarding the subject, location, and date the photograph was taken. If the photograph depicts information related to a potential construction issue or future maintenance problem, the index shall provide suitable commentary on the subject.

At the completion of the PROJECT, the ENGINEER shall provide MMEIA with five (5) copies of all the digital photograph archive on CD or DVD media and shall provide one such copy to CONTI.

PROJECT Payment Schedule and Progress Schedule

The ENGINEER shall review the CONTRACTOR's proposed Progress Schedule and Project Payment Schedule and provide recommendations to MMEIA. The schedules developed by the CONTRACTOR for both the individual construction packages and for the Work as a whole shall be reviewed to assess their logistical competence and to verify that the Work has been scheduled in such a manner as to achieve completion of construction within the milestone dates established.

The ENGINEER shall review the updates of the schedule prepared and submitted by the CONTRACTOR reflecting the claimed work performed to date. The ENGINEER shall comment as to its accuracy, identify potential conflicts and/or patterns of delay, along with their impact to the overall schedule.

Any revisions to the schedules made by the CONTRACTOR shall be reviewed by the ENGINEER. These revisions shall incorporate all Supplemental Agreements and Change Orders, time delays and changes in construction sequencing made by the CONTRACTOR and all other modifications to the project schedule. The ENGINEER shall provide MMEIA with recommendations on proposed revisions and comment on the impact to defined milestone completion dates, overall construction costs and sequencing of work.

The ENGINEER shall assist the MMEIA in the development and review of costs for value-engineering incentive proposals, additional work, reduction of Work and/or Supplemental Agreements and Change Orders presented. Once

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a valuation for the change has been established, the ENGINEER shall monitor the inclusion or exclusion of the work into the Progress Payment Schedule.

Other Requirements:

The ENGINEER shall perform all other items listed below:

1. Meet weekly with the TEAM to discuss the schedule and important construction issues. 2. Meet weekly with MMEIA to discuss status and issue resolution. If desired, this meeting will be held

immediately following the weekly meeting with the TEAM. 3. Attend Partnering meeting with MMEIA and the TEAM. 4. Cooperate with TEAM to develop and administer punch lists. 5. Present a monthly status report at scheduled monthly meetings with MMEIA including construction

progress, budget status and comments regarding the overall project schedule. 6. The ENGINEER shall hold no responsibility or liability for the performance or non-performance of

other entities selected to perform services for this Project. 7. Additional Services - The ENGINEER may be required, upon request from the MMEIA, to perform

other specific engineering or engineering related services that facilitate the MMEIA in meeting required schedules of deliverables for the Project, as needed. The MMEIA and ENGINEER shall jointly negotiate these specific services, which includes development of a detailed scope of work and budget that is agreed upon by the MMEIA and the ENGINEER.

MMEIA & CONTI – Quality Assurance/Quality Control (QA/QC) Testing

The ENGINEER shall provide QA/QC construction testing services for the benefit of both MMEIA and CONTI. This scope of construction phase services includes quality assurance and control testing for the construction of the facility for soil base construction (“the Pad-Ready Site”) intended for the construction of the Conti Tire Manufacturing facility in Clinton, Mississippi. This testing shall also include on-site rail construction as defined in the MOU between CONTI and MMEIA. Collectively, all such construction work is included in the PROJECT.

The ENGINEER understands that CONTI and the CONTRACTOR are developing plans and specifications for the scope mentioned above. The ENGINEER shall perform construction QA/QC monitoring and testing services for the PROJECT in accordance with said documents, in accordance with the approved Quality Control Plan (QCP), and as directed by the CONTRACTOR or otherwise requested by MMEIA or CONTI. The ENGINEER shall provide all QA/QC construction testing personnel, office clerical staff, vehicles, an office near the site and all equipment and supplies, as required to provide the services listed below.

The QA/QC monitoring and material testing services shall include the following:

• Perform lab tests including a standard Proctor test and Atterberg limit tests on select fill and subgrade materials,

• Observe any proof rolling of the subgrade soils,

• Visual observations and field testing for the placement and compaction of select fill materials to the finished grades for the project,

• Maintain separate and distinct records and files for the PROJECT, including all necessary material test reports; all according to CONTI/MMEIA standards,

• Compliance with the approved QCP as provided by the CONTRACTOR.

These services will be performed by certified field technician(s) from our staff acting under the supervision of a registered professional ENGINEER.

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SELECTION PROCESS: Professional selection shall be in accordance with DFA/BoB Construction Procedure Manual. Evaluation criteria for short list selection for this RFQ shall be as follows (100 point scale):

1. Past Performance: If a firm has done prior work for MDA, award up to 10 points depending upon past performance.

2. Site Presence: Geographic location and/or proven track record of maintaining presence on site, award up to 10 points.

3. Project Team: General qualifications of Prime Professional and Consultant firms as well as specific abilities of identified team members, award up to 50 points.

4. Relevant Experience: Experience of Project Team with projects of similar type, scale and/or complexity of subject project, award up to 20 points.

5. Fresh Perspective: Project Team has no/low previous work with MDA but offers new perspective or additional resource, award up to 10 points.

Evaluation criteria for selection from short-listed firms for this RFQ shall be as follows (100 point scale):

1. Project Vision: Professional has a clear vision/strategy for project which complements vision of MDA, award up to 20 points.

2. Relationship Management: Professional balances goals and requirement of multiple governmental entities and user groups, award up to 10 points.

3. Quality Control (Design Phase): Project team produces tight, defendable contract documents that minimize change orders and construction phase conflict, award up to 20 points.

4. Quality Control (Construction Phase): Project team provides a construction phase service which ensures proper execution of contract documents, award up to 20 points.

5. Budget Control: Professional produces accurate estimates and keeps firm grasp of budget requirements with goal of most efficient/best use of limited funds, award up to 10 points.

6. Schedule Control (Design Phase): Professional meets all submission dates and anticipates/resolves potential design issues/conflicts in a timely manner, award up to 10 points.

7. Schedule Control (Construction Phase): Professional promptly processes submittals, pay applications; RFI’s and facilitates rapid resolution of conflicts, award up to 10 points.

SUBMISSIONS: Any individual, firm, or corporation desiring to provide services for any service listed herein, should submit the following in hard copy and digital format to the MDA in DUPLICATE.

1. Letter of Interest: Each submission must be accompanied by an individual letter.

2. Narratives: Include narrative(s) and any other documentation that will assist the selection committee in evaluation of the Professional and proposed Consultants by the criteria noted above.

3. Form M54: Each submission must be accompanied by a completed and current Form M54, Architect-

ENGINEER Related Services Questionnaire. This document can be found on the DFA web page: http://www.dfa.ms.gov/dfa-offices/bureau-of-building-grounds-and-real-propert-management/bob-forms-for-aes-professionals/

4. Form M55: Each submission must be accompanied by a completed and current Form M55, Architect-

ENGINEER Related Services for Specific Project. This document can be found on the DFA web page: http://www.dfa.ms.gov/dfa-offices/bureau-of-building-grounds-and-real-property-management/bob-forms-for-aes-professionals/ M55 Item 7 must include entries for key personnel for the following (6) project assignments:

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1. KEY PRINCIPAL – shall be totally responsible for the project. 2. PRICE – will be negotiated with the highest scoring quote and if negotiations are unsuccessful then

price will be negotiated with next highest scoring quote. Price not to exceed $800,000.00. 3. PERIOD of PERFORMANCE – The Contract will be for a period of 4 years. 4. CONTRACT DRAWINGS – will be responsible for the actual production of the contract drawings. 5. CONTRACT SPECIFICATIONS – will be responsible for the actual preparation of contract

specifications. 6. BIDDING PROCESS AND CONSTRUCTION CONTRACT PREPARATION – will be

responsible for the bidding process and preparation of the construction award contract. 7. CONSTRUCTION OBSERVATION – will be responsible for construction observation of the

project. As required but not less than twice a month. 8. JOINT VENTURE – if your entity is proposing a joint venture (partnership / collaboration / etc.) –

please list same in the M55 Box 3 for Firm (or Joint Venture) Name & Address. Before award, the Joint Venture will need a Federal ID number and registration at the Mississippi Secretary of State. Insurance requirements would be E&O for the Joint Venture entity but individual firm Workers Comp policies would be acceptable.

PROPRIETARY INFORMATION: Any page(s) of proposal that proposer considers to contain “trade secrets” or confidential commercial or financial information shall be submitted on different color paper than non-confidential pages and be marked in the upper right hand corner with the word “CONFIDENTIAL”. Failure to clearly identify shall result in that information being released subject to a public records request. MODIFICATIONS TO PROPOSALS: A Professional may modify their proposal at any time prior to the scheduled closing time indicated in the Request for Qualifications. A Professional may not modify their proposal after the scheduled closing time and prior to short-listing; however; short-listed Professionals may supplement or modify their proposal in any manner they so choose until the date and time of Professional Interviews, if conducted. If interviews are waived by Authority, no modifications shall be permitted unless the Authority formally notifies short-listed Professional in writing that they have been short-listed, that interviews have been waived, and of the closing time for any modifications to be considered for final selection.

IRREGULARITIES: The omission of any information requested on the Request for Qualification may be considered as an informality, or irregularity, by the awarding public body when, in their opinion, the omitted information does not alter the Qualifications, or place other Proposers at a disadvantage.

DISQUALIFICATION: The following list of situations may disqualify a Professional from being considered:

1. Failure to comply with the Request for Qualifications’ requirements. 2. Professional, or one or more of his proposed Consultants, is involved in an ongoing dispute related to

the Professional’s, or proposed Consultant’s, execution, expertise, proficiency, or timely performance of a previous Contract with MDA or another state agency, university, community college or junior college.

3. Professional, or one or more of his proposed Consultants, is in arrears on existing Contract(s) with MDA or another state agency, university, community college or junior college.

4. Professional, or one or more of his proposed Consultants, has defaulted on a previous Contract with MDA or another state agency, university, community college or junior college.

This scope of services supplements the Professional’s proposal listed in the Request for Qualifications.

1. The Professional will coordinate all communications through Chuck Mobley, Financial Resources Division, or his designee.

2. The Professional shall assist the Financial Resources Division (FRD) with the technical review of documents and construction activities related to the Authority-funded infrastructure improvements for the Continental Tire Plant Project. The Professional shall review and provide written reports of his findings for plans, specifications, construction contract documents, engineering agreements, partial pay requests and other

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documents as requested by the Authority/FRD. The Professional shall attend project related meetings, as needed, and make occasional site visits in order to verify project progress.

3. The Professional will follow all requirements set forth in the Request for Qualifications. 4. The Authority will compensate the Professional at the negotiated hourly rates through the Request for

Qualifications process.

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EXHIBIT B GENERAL TERMS AND CONDITIONS

(subject to modification) 1. NOTICES

All notices required or permitted to be given under this Contract 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 changes of address. For the Contractor: Name, Title, Contractor, and Address For the MDA: Chuck Mobley, Financial Resources Division

Mississippi Development Authority 501 N. West Street, Suite 419 Jackson, MS 39201.

2. 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.

3. AVAILABILITY OF FUNDS It is expressly understood and agreed that the obligation of the State to proceed under this contract 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 contract 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 contract 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.

4. 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 bid or proposal.

5. REPRESENTATION REGARDING GRATUITIES The bidder, 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.

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6. 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, Suite 800, Jackson, Mississippi 39201 for inspection, or downloadable at http://www.mspb.ms.gov.

7. TRADE SECRETS, COMMERCIAL AND FINANCIAL INFORMATION

It is expressly understood that Mississippi law requires that the provisions of this contract which contain the commodities purchased or the personal or professional services provided, the price to be paid, and the term of the contract shall not be deemed to be a trade secret or confidential commercial or financial information and shall be available for examination, copying, or reproduction.

8. COMPLIANCE WITH LAWS Contractor understands that the [State] 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 contract 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 contract 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.

9. STOP WORK ORDER

a. Order to Stop Work: The Procurement Officer, 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:

i. cancel the stop work order; or, ii. terminate the work covered by such order as provided in the Termination for

Default clause or the Termination for Convenience clause of this contract.

b. 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:

i. 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,

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ii. 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.

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.

10. 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. Mississippi Code Annotated § 31-7-305.

11. 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. Mississippi Code Annotated §§ 71-11-1 et seq. 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 contract may subject Contractor to the following: i. 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;

ii. 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,

iii. 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.

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12. 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 http://www.transparency.mississippi.gov. Information identified by Contractor as trade secrets, or other proprietary information, including confidential vendor information or any other information which is required confidential by state or federal law or outside the applicable freedom of information statutes, will be redacted.

13. PAYMODE

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 Contractor’s choice. The State may, at its sole discretion, require Contractor to electronically submit invoices and supporting documentation at any time during the term of this Contract. Contractor understands and agrees that the State is exempt from the payment of taxes. All payments shall be in United States currency.

14. TERMINATION FOR CONVENIENCE

a. Termination. The Agency Head or designee may, when the interests of the State so require, terminate this contract in whole or in part, for the convenience of the State. The Agency Head or designee shall give written notice of the termination to Contractor specifying the part of the contract terminated and when termination becomes effective.

b. 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 Agency Head or designee may direct Contractor to assign Contractor’s right, title, and interest under terminated orders or subcontracts to the State. Contractor must still complete the work not terminated by the notice of termination and may incur obligations as are necessary to do so.

15. TERMINATION FOR DEFAULT

a. 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 Agency Head or designee may notify Contractor in writing of the delay or nonperformance and if not cured in ten (10) days or any longer time specified in writing by the Agency Head or designee, 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 Agency Head or designee may procure similar supplies or services in a manner and upon terms deemed appropriate by the Agency Head or designee.

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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.

b. 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.

c. Compensation. Payment for completed services delivered and accepted by the State shall be at the

contract price. The State may withhold from amounts due Contractor such sums as the Agency Head or designee 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.

d. 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 Agency Head 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; 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 Agency Head or designee 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”). PSCRB Rules and Regulations Page 142 Effective Date 4/15/2016 (As used in this Paragraph of this clause, the term “subcontractor” means subcontractor at any tier).

e. 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 Nonperformance 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.

f. 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.

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16. TERMINATION UPON BANKRUPTCY

This contract may be terminated in whole or in part by [agency] upon written notice to Contractor, if Contractor should become the subject of bankruptcy or receivership proceedings, whether voluntary or involuntary, or upon the execution by Contractor of an assignment for the benefit of its creditors. In the event of such termination, 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.

17. MODIFICATION OR RENEGOTIATION

This Contract may be modified only by written agreement signed by the parties hereto. The parties agree to renegotiate the contract if Federal and/or State revisions of any applicable laws or regulations make changes in this Contract necessary.

18. CHANGE IN SCOPE OF WORK

The MDA 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 the Contractor that the scope of the project or of the Contractor's services has been changed, requiring changes to the amount of compensation to the Contractor, or other adjustments to the Contract, unless such changes or adjustments have been made by written amendment to the Contract signed by the MDA and the Contractor. If the 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 the Contractor, the Contractor must immediately notify the MDA in writing of this belief. If the MDA believes that the particular work is within the scope of the Contract as written, the 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 Services

19. ANTI-ASSIGNMENT/SUBCONTRACTING

The Contractor acknowledges that it was selected by the MDA to perform the services required hereunder based, in part, upon the Contractor's special skills and expertise. The Contractor shall not assign, subcontract or otherwise transfer this Contract in whole or in part without the prior written consent of the MDA, which the MDA 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 MDA of any subcontract shall be deemed in any way to provide for the incurrence of any obligation of the MDA in addition to the total fixed price agreed upon in this Contract. Subcontracts shall be subject to the terms and conditions of this Contract and to any conditions of approval that the MDA may deem necessary. Subject to the foregoing, this Contract shall be binding upon the respective successors and assigns of the parties.

20. INTEREST OF THE CONTRACTOR AND THE CONTRACTOR’S EMPLOYEES

The Contractor covenants that neither it nor its employees presently have any interest and will not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of services required to be performed under this Contract. The Contractor further covenants that in the performance of this Contract, no person having such interest will be employed.

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21. CONFIDENTIAL INFORMATION

Notwithstanding any provision to the contrary contained herein, it is recognized that Mississippi Development Authority is a public agency of the State of Mississippi and is subject to the Mississippi Public Records Act. Mississippi Code Annotated §§ 25-61-1 et seq. If a public records request is made for any information provided to Mississippi Development Authority pursuant to the contract and designated by the Contractor in writing as trade secrets or other proprietary confidential information, Mississippi Development Authority shall follow the provisions of Mississippi Code Annotated §§ 25-61-9 and 79-23-1 before disclosing such information. The Mississippi Development Authority shall not be liable to the Contractor for disclosure of information required by court order or required by law. "Confidential Information" shall mean (a) those materials, documents, data, and other information which the Contractor has designated in writing as proprietary and confidential, and (b) all data and information which the Contractor acquires as a result of its contact with and efforts on behalf of the Mississippi Development Authority and any other information designated in writing as confidential by the Mississippi Development Authority. Each party to this Contract agrees to protect all confidential information provided by one party to the other; to treat all such confidential information as confidential to the extent that confidential treatment is allowed under State and/or Federal law and, except as otherwise required by law, not to publish or disclose such information to any third party without the other party's written permission, and to do so by using those methods and procedures normally used to protect the party's own confidential information. Any liability resulting from the wrongful disclosure of confidential information on the part of the Contractor or its Subcontractor shall rest with Contractor. Disclosure of any confidential information by the Contractor or its Subcontractor(s) without the express written approval of the Mississippi Development Authority shall result in the immediate termination of this Contract.

22. OFFICIALS NOT TO BENEFIT

No member of or delegate to the Congress of the United States of America, and no Resident Commission will be admitted to any share or part thereof or to any benefit to arise here from.

23. OWNERSHIP OF DOCUMENTS AND WORK PAPERS The MDA 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 Contract, except for the Contractor's internal administrative and quality assurance files and internal project correspondence. The Contractor shall deliver such documents and work papers to MDA upon termination or completion of this Contract. The foregoing notwithstanding, the 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 MDA and subject to any copyright protections.

24. RECORD RETENTION AND ACCESS TO RECORDS Provided the Contractor is given reasonable advance written notice and such inspection is made during normal business hours of the Contractor, the MDA or any duly authorized representatives, shall have unimpeded, prompt access to any of the Contractor's books, documents, papers, and/or records which are

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maintained or produced as a result of the project for the purpose of making audits, examinations, excerpts, and transcriptions. The Contractor shall retain all records related to this Contract for three (3) years after final payment is made under this Contract and all pending matters are closed. However, if any audit, litigation or other action arising out of or related in any way to this project is commenced before the end of the three (3) year period, the records shall be retained for one (1) year after all issues arising out of the action are finally resolved or until the end of the three (3) year period, whichever is later.

25. PERSONNEL The Contractor represents that it has, or will secure, at its own expense, all personnel required in performing the services under this Contract. Such personnel will not be employees of, or have any contractual relationship with the MDA. All of the services required hereunder will be performed by the Contractor under its supervision, and all personnel engaged in the work will be fully qualified and will be authorized or permitted under State and local law to perform such service

26. RIGHT TO INSPECT FACILITY The MDA may at reasonable times, inspect the place of business of a Contractor or any Subcontractor, which is related to the performance of any contract awarded by the MDA.

27. DISPUTES Any dispute concerning a question of fact under this Contract, which is not disposed of by agreement of the parties, shall be decided by the Executive Director of the MDA or his designee. This decision shall be reduced to writing and a copy thereof mailed or furnished to the parties. Disagreement with such decision by either party shall not constitute breach under the terms of this Contract. Such disagreeing party shall be entitled to seek such other rights and remedies it may have at law or in equity.

28. WAIVER No delay or omission by either party to this Contract 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 Contract 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 Contract will void, waive, or change any other term or condition. No waiver by one party to this Contract of a default by the other party will imply, be construed as or require waiver of future or other defaults.

29. SEVERABILITY If any part of this Contract is declared to be invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision of the Contract that can be given effect without the invalid or unenforceable provision, and to this end, the provisions hereof are severable. In such event, the parties shall amend the Contract as necessary to reflect the original intent of the parties, and to bring any invalid or unenforceable provisions in compliance with applicable law.

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30. INDEMNIFICATION To the fullest extent allowed by law, the Contractor will indemnify, defend, save and hold harmless, protect, and exonerate the State of Mississippi and the MDA from and against all claims, demands, liabilities, suits, actions damages, losses, and any costs related thereto, including, without limitation, court costs, investigative fees and expenses, and attorneys' fees resulting from any negligent acts or misconduct of the Contractor, its agents, or employees.

31. INTEGRATED AGREEMENT/MERGER This Contract, 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 Contract may be altered, amended, or modified only by a written document executed by the MDA and the Contractor. The 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 Contract shall not be construed or interpreted in favor of or against the MDA or the Contractor on the basis of draftsmanship or preparation hereof.

32. ORAL STATEMENTS No oral statement of any person shall modify or otherwise affect the terms, conditions, or specifications stated in this Contract. The MDA must make all modifications to the Contract in writing.

33. THIRD PARTY ACTION NOTIFICATION Contractor shall give the MDA prompt notice in writing of any action or suit filed, and prompt notice of any claim against the Contractor by any entity that may result in litigation related in any way to this Contract.

34. INDEPENDENT CONTRACTOR STATUS The 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 MDA. Nothing contained herein shall be deemed or construed by the MDA, the 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 MDA and the Contractor. Neither the method of computation of fees or other charges, nor any other provision contained herein, nor any acts of the MDA or the Contractor hereunder, creates or shall be deemed to create a relationship other than the independent relationship of the MDA and the Contractor. Contractor's personnel shall not be deemed in any way, directly or indirectly, expressly or by implication, to be employees of the MDA. Neither the Contractor nor its employees shall, under any circumstances, be considered servants, agents, or employees of the MDA; and MDA shall be at no time legally responsible for any negligence or other wrongdoing by the Contractor, its servants, agents, or employees. The MDA shall not withhold from the contract payments to the Contractor any federal or Mississippi unemployment taxes, federal or Mississippi income taxes, Social Security tax, or any other amounts for benefits to the Contractor. Further, the MDA shall not provide to the Contractor any insurance coverage

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or other benefits, including Workers' Compensation, normally provided by the State of Mississippi for its employees.

35. NON‐EXCLUSIVITY

Nothing herein is intended nor shall be construed as creating any exclusive arrangement with the Contractor. This Contract shall not restrict the MDA from acquiring other services for projects specific in scope.

36. ACKNOWLEDGMENT OF AMENDMENTS

Bidders shall acknowledge receipt of any amendment to the solicitation by signing and returning the amendment with the bid, by identifying the amendment number and date in the space provided for this purpose on the bid form, or by letter. The acknowledgment must be received by the MDA at the time and place specified for receipt of bids.

37. CERTIFICATION OF INDEPENDENT PRICE DETERMINATION

The bidder 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 bidder or competitor relating to those prices, the intention to submit a bid, or the methods or factors used to calculate the prices bid.

38. PROSPECTIVE CONTRACTOR’S REPRESENTATION REGARDING CONTINGENT FEES

The prospective Contractor represents as a part of such Contractor’s bid or proposal that such Contractor has/has not retained any person or agency on a percentage, commission, or other contingent arrangement to secure this contract

39. TRADE SECRETS, COMMERCIAL AND FINANCIAL INFORMATION

It is expressly understood that Mississippi law requires that the provisions of this contract which contain the commodities purchased or the personal or professional services provided, the price to be paid, and the term of the contract shall not be deemed to be a trade secret or confidential commercial or financial information and shall be available for examination, copying, or reproduction.

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EXHIBIT C SAMPLE CONTRACT TEMPLATE

(subject to modification)

STANDARD FORM OF AGREEMENT BETWEEN

THE OWNER AND THE PROFESSIONAL

This Agreement made the __ day of __, 2017 between the Owner:

Mississippi Development Authority 501 N. West Street, Suite 419 Jackson, Mississippi 39201

acting for the State of Mississippi; and the Professional:

Business Name

Mailing Address

City/State/Zip

The Professional is a (Check and complete one of the following):

( ) CORPORATION (includes PA, PC, Ltd, LLC, PLLC or Inc.) solely organized and existing under the laws of the

State of Mississippi and having its principal office in __ (City), __ (County), Mississippi (State).

( ) PARTNERSHIP of the following (List all partners): _____ JOINT VENTURE (list all joint venture firms)

( ) SOLE PROPRIETORSHIP

For the following Project:

Continental Tire the Americas, LLP Project and any other Financial Resources Division requested project review.

and limited as described in Paragraph 2.1 to the amount of $0.00 as authorized by an action of the Owner.

PROFESSIONAL: OWNER:

By: By:

(Signature) (Signature)

(Name and Title) Daron D. Wilson, MDA-Deputy Director

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TERMS AND CONDITIONS OF AGREEMENT BETWEEN OWNER AND PROFESSIONAL

ARTICLE 1: PROFESSIONAL’S SERVICES AND RESPONSIBILITIES

1.1 The Professional’s services shall consist of that as stated in the attached letter from dated , and signed by .

1.2 The inclusion of Professional’s attachment to this Contract is not an acceptance of Professional’s terms and conditions. Any references to the Professional’s terms and conditions that do not pertain to the scope or services are not applicable to this Proposal Contract. Professional expressly accepts all terms and conditions of the State of Mississippi.

1.3 TIME: Completion of services will be within the period __________________, and ending on __________________.

1.4 On a Contract over $5,000.00, Mississippi Code of 1972, Section 31-5-51(7), requires general liability insurance coverage in an amount not less than . . . $1,000,000.00 for bodily injury and property damage, with the Insurance Certificate being made a part of this Contract, if applicable.

1.5 On all Contracts, Code 71-3-5 requires Workers’ Compensation when the entity has five (5) or more workers.

ARTICLE 2: PROFESSIONAL’S FEE AND PAYMENT

2.1 The Owner agrees to pay the Professional for services rendered as shown on the first page in the not to exceed amount of

2.2 ADDITIONAL SERVICES

2.2.1 The Project does not include any additional services which will require an additional fee.

The Project includes additional services listed in Subparagraph 2.1.2. In addition to the basic services fee, an additional fee for each service shall be indicated as follows:

2.2.2 Lump Sum Fee: $

2.2.3 Lump Sum Fee: $

2.2.4 Lump Sum Fee: $

2.2.5 Special Study Lump Sum Fee: $ described as ___________________________

2.2.6 Lump Sum Fee: $ described as ____________________________

2.3 REIMBURSEMENTS

2.3.1 As approved by the Owner by prior written approval, reimbursements to the Professional shall be made for the following during the course of the Project and in accordance with the referenced Subparagraphs.

2.3.2 Reimbursement shall be made for topographical information.

2.3.3 Reimbursement shall be made for subsurface conditions.

2.3.4 Reimbursement shall be made for Asbestos and/or Hazardous Material Inspection/Sampling/Testing.

2.3.5 Reimbursement shall be made for ____________________________ as requested by the Owner.

2.3.6 Reimbursement shall be made for final independent air clearance tests, if required.

2.3.7 Reimbursement shall be made for any electronic submittals required by the Owner.