MCS Solicitation.pdf

State of South Carolina

COMPETITIVE NEGOTIATIONS

Solicitation Number:

Date Issued:

Procurement Officer:

Phone:

E-Mail Address:

Mailing Address:

5400028075

8/6/2025

Randy Barr, Sr.

803-896-5232 rbarr@mmo.sc.gov

1201 Main Street, Suite 600

Columbia, SC 29201

DESCRIPTION: Managed Cloud Services to provide secure, reliable, agile, and cost-effective cloud-enabling capabilities to South Carolina using government entities.

USING GOVERNMENTAL UNIT: STATEWIDE TERM CONTRACT

SUBMIT YOUR OFFER ON-LINE AT THE FOLLOWING URL: http://www.procurement.sc.gov

SUBMIT OFFER BY (Opening Date/Time): September 11, 2025, at 11:00 AM ET (See Section L - Conditions, and Notices to Offerors)

QUESTIONS MUST BE RECEIVED BY: August 19, 2025, at 5:00 PM ET (See Section L - Instructions, Conditions, and Notices to Offerors)

NUMBER OF COPIES TO BE SUBMITTED: On-line Submission and One Redacted Copy (if necessary)

CONFERENCE TYPE: Pre-Proposal Conference DATE & TIME: August 19, 2025, at 10:00 ET (As appropriate, see Section L - Instructions, Conditions, and Notices to Offerors)

LOCATION: Virtual Conference

E-mail the Procurement Officer for login information

AWARD &

AMENDMENTS

Award will be posted in March 2026. The award, this Solicitation, any amendments, and any related notices will be posted at the following web address: http://www.procurement.sc.gov

TABLE OF CONTENTS

(X) SEC. DESCR

IPTION

PAGE(S) (X) SEC. DESC

RIPTI

ON

PAGE(S)

PART 1 - THE SCHEDULE PART 2 - CONTRACT CLAUSES

X A COVER PAGE/PAGE TWO Cover X I CONTRACT CLAUSES 13-21

X B SUPPLIES OR SERVICES AND PRICES/COSTS 4 PART 3 - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACH.

X C DESCRIPTION/SPECS./WORK STATEMENT 5 X J LIST OF ATTACHMENTS 22-23

X D PACKAGING AND MARKING 6 PART 4 - REPRESENTATIONS AND INSTRUCTIONS

X E INSPECTION AND ACCEPTANCE 7

X K

REPRESENTATIONS, CERTIFICATIONS AND

OTHER STATEMENTS OF OFFERORS

X F DELIVERIES OR PERFORMANCE 8-9

X G CONTRACT ADMINISTRATION DATA 10-12 X L INSTRUCTIONS, CONDITIONS, AND NOTICES TO

OFFERORS

24-45

X M EVALUATION FACTORS FOR AWARD 46-51

You must submit a signed copy of this form with Your Offer. In accordance with the Solicitation the undersigned agrees, if this offer is accepted within one hundred and eighty (180) calendar days from the date for receipt of offers specified above, to furnish any or all items upon which prices are offered at the price set opposite each item, delivered at the designated point(s), within the time specified in the schedule. (See Section L - Instructions, Conditions, and Notices to Offerors)

NAME OF OFFEROR

(full legal name of business submitting the offer)

Any award issued will be issued to, and the contract will be formed with, the entity identified as the Offeror. The entity named as the Offeror must be a single and distinct legal entity. Do not use the name of a branch office or a division of a larger entity if the branch or division is not a separate legal entity, i.e., a separate corporation, partnership, sole proprietorship, etc.

AUTHORIZED SIGNATURE

(Person must be authorized to submit binding offer to contract on behalf of Offeror.)

DATE SIGNED

TITLE

(business title of person signing above)

STATE VENDOR NO.

(Register to Obtain S.C. Vendor No. at www.procurement.sc.gov)

PRINTED NAME

(printed name of person signing above)

STATE OF INCORPORATION

(If you are a corporation, identify the state of incorporation.)

OFFEROR'S TYPE OF ENTITY: (Check one) (See " Section L - Instructions, Conditions, and Notices to Offerors)

___ Sole Proprietorship ___ Partnership ___ Other_____________________________ ___ Corporate entity (not tax-exempt) ___ Corporation (tax-exempt) ___ Government entity (federal, state, or local) mailto:rbarr@mmo.sc.gov http://www.procurement.sc.gov/

PAGE TWO

(Return Page Two with Your Offer)

HOME OFFICE ADDRESS (Address for offeror's home office / principal place of business)

NOTICE ADDRESS (Address to which all procurement and contract related notices should be sent.) (See "Notice" clause)

Area Code - Number - Extension Facsimile

E-mail Address

PAYMENT ADDRESS (Address to which payments will be sent.) (See

"Payment and Interest" clause)

____Payment Address same as Home Office Address ____Payment Address same as Notice Address (check only one)

ORDER ADDRESS (Address to which purchase orders will be sent) (See

"Purchase Orders and "Invoicing Instructions" clauses)

____Order Address same as Home Office Address ____Order Address same as Notice Address (check only one)

ACKNOWLEDGMENT OF AMENDMENTS

Offerors acknowledges receipt of amendments by indicating amendment number and its date of issue. (See Section L - Instructions, Conditions, and Notices to Offerors)

Amendment No. Amendment Issue

Date Amendment No. Amendment Issue

Date Amendment No. Amendment Issue

Date Amendment No. Amendment Issue

Date

DISCOUNT FOR

PROMPT PAYMENT

(See "Discount for Prompt

Payment" clause)

10 Calendar Days (%) 20 Calendar Days (%) 30 Calendar Days (%) _____Calendar Days (%)

AWARD (To be completed by the State)

NAME OF PROCUREMENT OFFICER (Type or print) STATE OF SOUTH CAROLINA (Signature of Procurement Officer) AWARD DATE

MAXIMUM CONTRACT PERIOD:

PREFERENCES - A NOTICE TO VENDORS (SEP. 2009): PREFERENCES DO NOT APPLY TO THIS SOLICITATION

[11-35-1524(E)(3).

PREFERENCES - ADDRESS AND PHONE OF IN-STATE OFFICE: PREFERENCES DO NOT APPLY TO THIS

SOLICITATION [11-35-1524 (E)(3).

____In-State Office Address same as Home Office Address ____In-State Office Address same as Notice Address (check only one)

PAGE TWO End of PAGE TWO

Solicitation No. 5400026039

B. SUPPLIES OR SERVICES AND PRICES/COSTS

B.1 General

This Contract is a statewide offering that manages Customer workloads in one of the State-approved CSP deployments. The Services include solutioning, provisioning, monitoring, and managing public cloud deployed workloads while integrating into the State Cloud Operating Model and maintaining state and federal legal and regulatory compliance as described in the Contract.

The Contractor shall provide all services and materials to accomplish the requirements as specified herein.

B.2 Contract Type

Resource Units and Pricing Methodology is set forth in Exhibit 4.0 (Business Model). This is an indefinite quantity, indefinite delivery contract with firm-fixed unit prices as specified in B.3 below.

B.3 Pricing (to be completed at time of award)

Pricing is described in Exhibit 4.0 (Business Model) in this contract, which Attachment is incorporated into this Section B by reference.

B.4 Total Contract Value The total value of this contract, inclusive of options, will not exceed $ [to be completed at time of award].

B.5 Technical Approach and Staffing Award of this Contract is in consideration of the Contractor’s technical approach and staff qualifications, as presented in its Proposal submitted in response to the Solicitation.

Therefore, the Proposal is incorporated into the contract, as a separate attachment, to the extent the Proposal covers the Contractor’s proposed approach and staffing. Any inconsistency between the Contract and Proposal shall be resolved by giving precedence to the Contract (The Schedule) as provided in the contract clause titled “Contract - Order of Precedence - Integration.”

Solicitation No.5400058075

C. DESCRIPTION/SPECIFICATIONS/STATEMENT OF WORK

C.1 Statement of Work (to be completed at time of award)

The Statements of Work are attached to this contract as Exhibit 2.0 (Service Model), Exhibit

2.1.1 (Managed Cloud Services Statement of Work – State Agencies) and Exhibit 2.1.2 (Managed Cloud Services Statement of Work – Other Government Entities), which Attachments are incorporated into this Section C by reference.

C.2 Travel Requirements: Intentionally left blank.

C.3 State Provided Resources: Requirements set forth in Article 4 of Exhibit 1.4

(General Provisions).

C.4 Place of Performance: Requirements set forth in Exhibit 2.0 (Service Model)

Section 3.2 Location of Services.

D. PACKAGING AND MARKING

D.1 Delivery/Performance Location

After award, all deliveries shall be made and all services provided to the location specified by the Using Governmental Unit in its purchase order.

D.2 Marking Deliverables

The Contract number shall be placed on or adjacent to all exterior mailing or shipping labels of Deliverable items called for by the Contract. Mark Deliverables for the appropriate office and person.

E. INSPECTION AND ACCEPTANCE

E.1 Inspection of Services: Set forth in Exhibit 3.0 (Performance Model)

E.2 Final Inspection and Acceptance: Set forth in Exhibit 3.0 (Performance Model)

E.3 State Contract Quality Assurance: Acceptance definition and process set forth in Section

2.5 of Exhibit 1.4 (General Provisions) and Acceptance criteria established in Exhibit 3.1 (Service Level and Deliverable Matrix)

F. DELIVERIES OR PERFORMANCE

F.1 Period of Performance

Term of Contract – Effective Date / Initial Contract Period (Modified)

The State anticipates awarding a contract with an initial term of five (5) years, with two (2) additional one-year renewal options, for a total potential maximum contract of seven (7) years. The Effective Date of this Contract is the first day as specified on the final Statement of Award and the first day of the transition period. The transition period is between the Effective Date and the Commencement Date of the Contract that covers the transition of services from the Incumbent Service Provider contract to the awarded Offeror of this Solicitation. The Commencement Date is the date the Parties agree upon, in writing, as the date on which Service Provider begins providing the Services to the first Agency. The initial term of this agreement is five (5) years, beginning on the Effective Date.

F.2 Term of Contract – Option to Renew (Modified)

At the end of the initial term, and at the end of each renewal term, this Contract shall automatically renew for a period of 1-year, unless the Contractor receives notice that the state elects not to renew the Contract at least thirty (30) days prior to the date of renewal. Regardless, this contract expires no later than the last date stated on Page Two final statement of award.

F.3 Conference – Pre-Performance (JAN 2006)

Unless waived by the Procurement Officer, a pre-performance conference between the Contractor, state and Procurement Officer shall be held at a location selected by the state within five (5) days after final award, and prior to commencement of work under the Contract. The responsibilities of all parties involved will be discussed to assure a meeting of the minds of all concerned. The Contractor or their duly authorized representative shall be required to attend at the Contractor’s expense. [07- 7B040-1].

F.4 Deliverables

Deliverables are described in Exhibit 3.1 (Service Level and Deliverable Matrix).

F.5 Notice Regarding Late Delivery: Acceptance review process and period set forth in Section 2.5 of Exhibit 1.4 (General Provisions).

F.6 Acceptance: Has the meaning given in Section 2.5 of Exhibit 1.4 (General Provisions).

F.7 State Comments and/or Approvals

Requirements for review and Acceptance of Deliverables are specified in Exhibit 1.4 (General Provisions) Section 2.5 Acceptance.

F.8 Key Personnel

Requirements for Key Personnel are specified in Exhibit 1.4 (General Provisions), Section 6.1 Key Personnel.

F.9 Agency Business Hours

The Agency’s Business Hours are 8:30 am to 5:00 pm, Monday – Friday, except State holidays. The Contractor shall coordinate work hours at government facilities with the State Program Manager.

The Contractor shall not perform work at government facilities on holidays or other non-business days without prior approval of the State Program Manager.

In coordination with the State Program Manager, work plan schedules should take into consideration agency business hours in regard to scheduling and performance of work by the State and by the Contractor when working at the State Facilities.

F.10 Notice Regarding Late Delivery

In the event the Contractor anticipates that it will not be able to meet any delivery and/or performance requirements identified in order, it shall immediately notify the State Program Manager orally and in writing giving pertinent rationale and proposed corrective action(s).

G. CONTRACT ADMINISTRATION DATA

G.1 Procurement Officer’s Authority

All authority regarding this procurement is vested solely with the responsible Procurement Officer.

Unless specifically delegated in writing, the Procurement Officer is the only State official authorized to bind the State with regard to this procurement or the resulting contract.

G.2 SFAA Administrative Services Fee – Collection and Reporting (MODIFIED)

(a) Procurement Services (PS) establishes and maintains master State contracts for the benefit of all South Carolina state and local public entities. These contracts allow all public entities both to maximize the State's purchasing power by aggregating their requirements and to benefit from increased efficiencies in the acquisition process. Procurement Services' cost for this central purchasing activity is offset by a SFAA Administrative Services Fee which the Contractor includes in its contract pricing (though not separately itemized or invoiced) for purchases made by Other Government Entities from Contractor and is paid to the Contractor by each participating public entity. The Contractor collects the SFAA Administrative Services Fee as a fiduciary for the State and remits the same as calculated in accordance with clause G.3, SFAA Administrative Services Fee – Calculation – ITMO. The price stated in the Contractor's bid or proposal must include all amounts necessary for Contractor to meet this obligation.

(b) As used in this clause, the term "reporting period" means each full calendar quarter (Jan. - Mar., Apr. - Jun., Jul. - Sep., and Oct. - Dec.) and any remaining periods less than a full calendar quarter during the term of this contract. For each reporting period, Contractor shall report to PS its total sales pursuant to this contract for purchases made by Other Government Entities from Contractor for the period and shall remit the fee to the PS Reports Manager. Payment for each reporting period is due no later than the last day of the month immediately following the end of the reporting period (Example: payment for the reporting period ending March 31 is due April 30). If the amount due for a reporting period is less than $10.00, no payment is required. The procurement officer will provide Contractor an information packet, including a detailed explanation of reporting and payment requirements, within fifteen (15) calendar days following contract award. You may contact the Reports Manager at:

Procurement Services Division Attn: Reports Manager 1201 Main Street, Suite 600 Columbia, SC 29201 Phone: (803) 737-1254 (ask to speak to the Reports Manager)

Failure to receive the information packet does not relieve Contractor from its obligations hereunder.

(c) Contractor shall submit a usage report for each reporting period, even if no payment is due for the reporting period. The usage report shall include any information requested by PS to verify the amount due. At a minimum, each usage report shall reflect the following information for the applicable reporting period: Contractor's name, contract number, contract description, reporting period/quarter, total dollar value of sales (excluding sales taxes and showing any adjustments for credits or refunds), total number of units (if practicable), and the number, date, and amount of

Contractor's check to PS. Unless otherwise specified by the reports manager, the usage report shall be submitted electronically according to instructions in the information packet. If the reports manager requires the Contractor to provide a more detailed usage report, the reports manager will work directly with the Contractor to determine the appropriate content and format of the report.

(d) During the term of this contract and for a period of three years thereafter, PS or its authorized representatives shall be afforded access at reasonable times to Contractor's records (including, without limitation, bank statements, deposits, checks; invoices; correspondence; ledgers; receipts;

transmittals) in order to audit all transactions involving goods sold, work performed, or fees due pursuant to this contract. If the audit indicates that Contractor has materially underpaid PS, then Contractor shall remit the balance found to be due (including any amounts assessed pursuant to subparagraph (e)) and reimburse PS for all costs of the audit.

(e) Payments of the fee which are due and unpaid by the Contractor (including amounts disclosed by audit) shall accrue interest as provided in the Payment and Interest clause for amounts due to the State. In addition to the fee and interest, Contractor agrees to pay to PS its reasonable expenses of collection, including costs and attorneys' fees (and fees for inside counsel), whether or not PS commences legal action.

(f) If the Contractor fails to (i) timely submit accurate usage reports; (ii) remit to PS the fee when due; or (iii) promptly and fully cooperate with an audit request, the State may, without prejudice to any other remedy available to the State, take any one or more of the following actions:

(1) direct the Contractor to not accept any further orders under the contract until PS determines that the cause for such direction has been eliminated;

(2) terminate this contract;

(3) direct the Contractor to not accept any further orders under any other master State contract established by PS until PS determines that the cause for such direction has been eliminated.

(g) For purposes of this clause, PS is intended as a third-party beneficiary of this contract.

G.3 SFAA Administrative Services Fee – Calculation – ITMO (MODIFIED)

For each reporting period, Contractor shall pay to PS a SFAA Administrative Services Fee equal to one and one quarter (1.25%) percent of the total dollar amount (excluding sales taxes and adjusted for credits or refunds) of purchases made by Other Government Entities from Contractor pursuant to this contract.

G.4 DTO Administrative Services Fee

For services provided to a State Agency, the Contractor shall be assessed a 12% DTO Administrative Fee to be added to the total Contractor invoice amount (based on the Contract Pricing) and spread across all Customer-consumed services. The Contractor shall not list this DTO Administrative Fee as a separate line item on the invoice for the State Agency.

DTO reserves the right to change this fee and how the fee is charged during the term of this Contract upon written notice to the Contractor. Changes in the DTO Administrative Fee shall be incorporated into the price on the date designated by DTO.

The Contractor shall provide a DTO Administrative Fee report as defined in Exhibit 3.3 (Reports).

Failure to timely submit the associated DTO Administrative Fee report will result in the below Service Level Credits being applied, and may subject the Contractor to Contract termination.

Administrative Fee Accurate and Timely

Issued

Service Credit Timeframe

30 calendar days or better No Credit Per monthly invoice

1st late issuance/accuracy 10% of the DTO Administrative Fee for the Contractor invoice amount

Per monthly invoice

2nd late issuance/accuracy 50% of the DTO Administrative Fee for the Contractor invoice amount

Per monthly invoice

3rd late issuance/accuracy 100% of the DTO Administrative Fee for the Contractor invoice amount

Per monthly invoice

G.5 Invoicing Instructions

Invoicing instructions are set forth in Section 1.2 of Exhibit 4.0 (Business Model).

G.6 Other.

Reporting requirements are set forth in Section 6.17 of Exhibit 2.1.1 (Managed Cloud Services SOW – State Agencies), Exhibit 2.1.2 (Managed Cloud Services Statement of Work – Other Government Entities) and Exhibit 3.3 (Reports).

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Part 2-Contract Clauses

I. MANDATORY CONTRACT CLAUSES

I.1 Mandatory Clauses – State

Definitions

Except as modified herein, terms shall have the meanings ascribed to them in Section 11-35-310.

AUTHORITY means the State Fiscal Accountability Authority or its successor in interest.

COMMERCIAL SUPPLIER AGREEMENTS means terms and conditions customarily offered to the public by vendors of supplies or services that meets the definition of “commercial product” set forth in S.C. Code Ann. § 11-35-1410 and intended to create a binding legal obligation on the end user. Commercial supplier agreements are particularly common in information technology acquisitions, including acquisitions of commercial computer software and commercial technical data, but they may apply to any product or service. The term applies (a) regardless of the format or style of the document (for example, a commercial supplier agreement may be styled as standard terms of sale or lease, Terms of Service (TOS), privacy policy, End User License Agreement (EULA), or another similar legal instrument or agreement, and may be presented as part of a proposal or quotation responding to a solicitation for a contract or order); (b) regardless of the media or delivery mechanism used (for example, a commercial supplier agreement may be presented as one or more paper documents or may appear on a computer or other electronic device screen during a purchase, software installation, other product delivery, registration for a service, or another transaction).

CONTRACT means the agreement between the State and the Contractor resulting from this Solicitation.

CONTRACTOR means the Offeror awarded the Contract.

COVER PAGE means Section A of the Contract, signed by the Contractor.

IN WRITING, WRITING, or WRITTEN means any worded or numbered expression that can be read, reproduced, and later communicated, and includes electronically transmitted and stored information.

PAGE TWO means the second page of Section A of the Contract, which is labeled Page Two.

PROCUREMENT OFFICER means the person, or his successor, identified as such on either the Cover Page, an amendment, or an award notice.

YOU and YOUR means Contractor.

STATE means the Using Governmental Unit(s) identified on the Cover Page.

SUBCONTRACTOR means any person you contract with to perform or provide any part of the work.

US or WE means the using governmental unit.

USING GOVERNMENTAL UNIT means the unit(s) of government identified as such on the Cover Page. If the Cover Page identifies the Using Governmental Unit as “Statewide Contract,” the phrase “Using Governmental Unit” means any South Carolina Public Procurement Unit [§ 11-35- 4610(5)] that has submitted a Purchase Order to you pursuant to the contract resulting from this Solicitation.

WORK means all labor, materials, equipment, services, or property of any type, provided or to be provided by the Contractor to fulfill the Contractor’s obligations under the Contract.

Assignment, Novation, and Change of Name, Identity, or Structure (FEB 2015)

(a) The Contractor shall not assign this contract, or its rights, obligations, or any other interest arising from this contract, or delegate any of its performance obligations, without the express written consent of the responsible procurement officer. The foregoing restriction does not apply to a transfer that occurs by operation of law (e.g., bankruptcy; corporate reorganizations and consolidations, but not including partial asset sales). Notwithstanding the foregoing, the Contractor may assign monies receivable under the Contract provided that the State shall have no obligation to make payment to an assignee until thirty days after the Contractor (not the assignee) has provided the responsible Procurement Officer with (i) proof of the assignment, (ii) the identity (by contract number) of the specific state contract to which the assignment applies, and (iii) the name of the assignee and the exact address or account information to which assigned payments should be made.

(b) If the Contractor amends, modifies, or otherwise changes its name, its identity (including its trade name), or its corporate, partnership or other structure, or its FEIN, the Contractor shall provide the Procurement Officer prompt written notice of such change. (c) Any name change, transfer, assignment, or novation is subject to the conditions and approval required by Regulation 19-445.2180, which does not restrict transfers by operation of law . [07-7A004-2].

Choice-Of-Law (JAN 2006)

The Contract, any dispute, claim, or controversy relating to the Contract, and all the rights and obligations of the parties shall, in all respects, be interpreted, construed, enforced, and governed by and under the laws of the State of South Carolina, except its choice of law rules. As used in this paragraph, the term “Contract” means any transaction or agreement arising out of, relating to, or contemplated by the Solicitation. [07-7A010-1].

Commercial Supplier Agreements – Unauthorized Obligations

(a) Except as stated in paragraph (b) of this clause, when any supply or service acquired under this Contract is subject to any commercial supplier agreement identified in Part 3 Section J.1 that includes any language, provision, or clause requiring the State to pay any future fees, penalties, interest, legal costs or to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability, the following shall govern: (1) Any such language, provision, or clause is unenforceable against the State. (2) Neither the State nor any State-authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the commercial supplier agreement. If the commercial supplier agreement is invoked through an “I agree” click box or other comparable mechanism (e.g., “click-wrap” or “browse-wrap” agreements), execution does not bind the State or any State-authorized end user to such clause. (3) Any such language, provision, or clause is deemed to be stricken from the commercial supplier agreement.

(b) Paragraph (a) of this clause does not apply to indemnification or any other payment by the State that is expressly authorized by statute and specifically authorized under applicable agency regulations and procedures.

Commercial Supplier Agreements – Unenforceable Clauses

(a) When any supply or service acquired under this Contract is subject to a commercial supplier agreement identified in Part 3 Section J.1, the following language shall be deemed incorporated into the commercial supplier agreement. As used herein, “this agreement” means the commercial supplier agreement:

Notwithstanding any other provision of this agreement, when the end user is an agency or instrumentality of the State, the following shall apply:

(1) Applicability. This agreement is a part of a contract between the commercial supplier and the State for the acquisition of the supply or service that necessitates a license or other similar legal instrument (including all contracts, task orders, and delivery orders).

(2) End user. This agreement shall bind the ordering activity as end user but shall not operate to bind a State employee or person acting on behalf of the State in his or her personal capacity.

(3) Law and disputes. This agreement is governed by South Carolina law. (i) Any language purporting to subject the State to the laws of a U.S. state, U.S. territory, district, or municipality, or a foreign nation, is hereby deleted. (ii) Any language requiring dispute resolution in a specific forum or venue that is different from that prescribed by applicable State law is hereby deleted. (iii) Any language prescribing a different time period for bringing an action than that prescribed by applicable State law in relation to a dispute is hereby deleted.

(4) Continued performance. The Service Provider or licensor shall not unilaterally revoke, terminate, or suspend any rights granted to the State except as allowed by this contract. If the Service Provider or licensor believes the ordering activity to be in breach of the agreement, it shall pursue its rights in accordance with Title 11, Chapter 35, Article 17 of the South Carolina Code of Laws while continuing performance.

(5) Arbitration; equitable or injunctive relief. In the event of a claim or dispute arising under or relating to this agreement, a binding arbitration shall not be used unless specifically authorized by agency guidance, and equitable or injunctive relief, including the award of attorney fees, costs, or interest, may be awarded against the State only when explicitly provided by statute (e.g., Title 15, Chapter 77, Article 5 of the South Carolina Code of Laws).

(6) Updating terms. (A) After award, the Contractor may unilaterally revise commercial supplier agreement terms if they are not material. A material change is defined as: (i) terms that change State rights or obligations; (ii) terms that increase State prices; (iii) terms that decrease overall level of service; or (iv) terms that limit any other State right addressed elsewhere in this contract.

(B) For revisions that will materially change the terms of the contract, the revised commercial supplier agreement must be incorporated into the contract by change order.

(C) Any agreement license terms or conditions unilaterally revised subsequent to award that are inconsistent with any material term or provision of this contract shall not be enforceable against the State, and the State shall not be deemed to have consented to them.

(7) No automatic renewals. If any license or service tied to periodic payment is provided under this agreement (e.g., annual software maintenance or annual lease term), such license or service shall not renew automatically upon expiration of its current term without prior express consent by the procurement officer.

(8) Indemnification. Any clause of this agreement requiring the commercial supplier or licensor to defend or indemnify the end user is hereby amended to provide that any legal representation of the State is subject to Title 1, Chapter 7 of the South Carolina Code of Laws.

(9) Audits. Any clause of this agreement permitting the commercial supplier or licensor to audit the end user's compliance with this agreement is hereby amended as follows: (A) Discrepancies found in an audit may result in a charge by the commercial supplier or licensor to the ordering activity. Any resulting invoice must comply with the proper invoicing requirements specified in the underlying State contract or order.

(B) This charge, if disputed by the ordering activity, will be resolved in accordance with the Disputes clause; no payment obligation shall arise on the part of the ordering activity until the conclusion of the dispute process.

(C) Any audit requested by the Contractor will be performed at the Contractor's expense, without reimbursement by the State.

(10) Non-assignment. This agreement may not be assigned, nor may any rights or obligations thereunder be delegated, without the State's prior approval, except as expressly permitted under the clause titled “Assignment, Novation, and Change of Name, Identity, or Structure.”

(11) Confidential information. If this agreement includes a confidentiality clause, such clause is hereby amended to state that neither the agreement nor the contract price list, as applicable, shall be deemed “Confidential Information.” Notwithstanding anything in this agreement to the contrary, the State may retain any Confidential Information as required by law, regulation or its internal document retention procedures for legal, regulatory or compliance purposes; provided, however, that all such retained Confidential Information will continue to be subject to the confidentiality obligations of this agreement.

(b) If any language, provision, or clause of this agreement conflicts or is inconsistent with the preceding paragraph (a), the language, provisions, or clause of paragraph (a) shall prevail to the extent of such inconsistency.

Contract - Order of Precedence – Integration

(a) Contract. Any contract resulting from this solicitation shall consist of (1) Parts 1 and 2 of the

Uniform Contract Format as described in the Table of Contents on the Cover Page; (2) any attachments identified as contract documents in Section J.1; and (3) any purchase order(s).

(b) Precedence. Except as follows, the documents listed in subsections (1) and (2) in subsection (a) above shall be read to be consistent and complementary:

(1) Notwithstanding any other term of this contract, Part 2 shall be given full effect prior to the application of any other term in the contract, and to the extent of any remaining inconsistency or conflict, the terms in Part 2 take precedence over any similar terms in the contract. Within Part 2, Sections I.1and I.2 shall be given full effect prior to the application of Sections I.3 and I.4 and, and to the extent of any inconsistency, Sections I.1 and I.2 take precedence over Sections I.3 and I.4.

(2) Documents (1) and (2) in paragraph (a) above shall apply notwithstanding any additional or different terms and conditions in any other document, including without limitation, (i) a purchase order or other instrument submitted by the State after award, (ii) any invoice or other document submitted by Contractor, or (iii) any Commercial Supplier Agreement. Except as otherwise allowed by Part 2, the terms and conditions of all such documents shall be void and of no effect.

(c) Integration. The documents listed in subsections (1) through (3) in paragraph (a) above constitute the entire agreement between the parties and supersede all other prior or contemporaneous agreements, representations, or discussions, whether oral or written.

(d) Unauthorized Documents. No contract, license, or other agreement containing contractual terms and conditions will be signed by any Using Governmental Unit. Any document signed or otherwise agreed to by persons other than the Procurement Officer shall be void and of no effect.

Contract Awarded Pursuant to Code (MODIFIED)

This Contract is formed pursuant to and governed by the South Carolina Consolidated Procurement Code and is deemed to incorporate all applicable provisions thereof and the ensuing regulations.

Contract Limitations (JAN 2006)

No sales may be made pursuant to this Contract for any item or service that is not expressly listed.

No sales may be made pursuant to this contract after expiration of this contract. Violation of this provision may result in termination of this contract and may subject Contractor to suspension or debarment. [07-7B045-1].

Disputes (MAY 2024)

(1) Choice-of-Forum. All disputes, claims, or controversies relating to the Agreement shall be resolved exclusively by the appropriate Chief Procurement Officer in accordance with Title 11, Chapter 35, Article 17 of the South Carolina Code of Laws, or in the absence of jurisdiction, only in the Court of Common Pleas for, or a federal court located in, Richland County, State of South Carolina. The Contractor agrees that any act by the Government regarding the Agreement is not a waiver of either the Government's sovereign immunity or the Government's immunity under the Eleventh Amendment of the United States Constitution. As used in this paragraph, the term "Agreement" means any contract, transaction or agreement arising out of, relating to, or contemplated by the Solicitation. (2) Service of Process. The Contractor consents that any papers, notices, or process necessary or proper for the initiation or continuation of any disputes, claims, or controversies relating to the Agreement; for any court action in connection therewith; or for the entry of judgment on any award made, may be served on the Contractor by certified mail (return receipt requested) addressed to the Contractor at the address provided as the Notice Address on the Signature Page(s) or by personal service or by any other manner that is permitted by law, in or outside South Carolina. Notice by certified mail is deemed duly given upon deposit in the United States mail. [07-7A025-2].

Illegal Immigration (NOV 2008)

(An overview is available at www.procurement.sc.gov) You agree to provide to the State upon request any documentation required to establish either: (a) that Title 8, Chapter 14 is inapplicable to you and your Subcontractors or sub-Subcontractors; or (b) that you and your Subcontractors or sub- Subcontractors are in compliance with Title 8, Chapter 14. Pursuant to Section 8-14-60, “A person who knowingly makes or files any false, fictitious, or fraudulent document, statement, or report pursuant to this chapter is guilty of a felony, and, upon conviction, must be fined within the discretion of the court or imprisoned for not more than five years, or both.” You agree to include in any contracts with your Subcontractors language requiring your Subcontractors to (a) comply with the applicable requirements of Title 8, Chapter 14, and (b) include in their contracts with the sub-

Subcontractors language requiring the sub-Subcontractors to comply with the applicable requirements of Title 8, Chapter 14. [07-7B097-1].

Incorporation by Reference of Representations and Certifications

The Contractor’s representations and certifications, including those in Section K and any accompanying explanation, are incorporated by reference into Section I.1 of Part 2 of the Contract.

Information Security – Location of Data (MODIFIED)

Notwithstanding any other provisions, Contractor is prohibited from processing, storing, transmitting, or accessing government information, as defined in the clause titled Error! Reference s ource not found., outside the continental United States. For clarity, this obligation is a material requirement of this contract and applies to Subcontractors at any tier

No Indemnity or Defense (FEB 2015)

Any term or condition is void to the extent it requires the State to indemnify, defend, or pay attorney’s fees to anyone for any reason. [07-7A045-2].

Offshore Contracting Prohibited (FEB 2015)

No part of the resulting contract from this Solicitation may be performed offshore of the United States by persons located offshore of the United States or by means, methods, or communications that, in whole or in part, take place offshore of the United States. [07-7B122-1].

Open Trade (JUN 2015)

During the Contract term, including any renewals or extensions, the Contractor will not engage in the boycott of a person, or an entity based in or doing business with a jurisdiction with whom South Carolina can enjoy open trade, as defined in S. C. Code § 11-35-5300. [07-7A053-1].

Organizational Conflict of Interest (APR 2023)

(a) The Contractor agrees to immediately advise the Procurement Officer if an actual or potential organizational conflict of interest is discovered after award, and to make a full written disclosure promptly thereafter to the Procurement Officer. This disclosure shall include a description of actions which the Contractor has taken or proposes to take, after consultation with the Procurement Officer, to avoid, mitigate, or neutralize the actual or potential conflict.

(b) The State may terminate this contract for convenience, in whole or in part, if it deems such termination necessary to avoid an organizational conflict of interest. Contractor’s failure to include an appropriate termination for convenience clause in any subcontract shall not increase the obligation of the State beyond what it would have been if the subcontract had contained such a clause.

(c) The disclosure required by paragraph (a) of this provision is a material obligation of the Contract.

If the Contractor knew or should have known of an organizational conflict of interest prior to award, or discovers an actual or potential conflict after award, and does not disclose, or misrepresents, relevant information to the Procurement Officer, the State may terminate the contract for default. [07-7A054-1].

Payment and Interest (FEB 2021)

(a) The State shall pay the Contractor, after the submission of proper invoices or vouchers, the prices stipulated in this contract for supplies delivered and accepted or services rendered and accepted, less any deductions provided in this contract. Unless otherwise specified herein, including the purchase order, payment shall not be made on partial deliveries accepted by the Government.

(b) Unless otherwise provided herein, including the purchase order, payment will be made by electronic funds transfer (EFT). See clause titled "EFT Information." (c) Notwithstanding any other provision, payment shall be made in accordance with S.C. Code § 11-35-45, or Chapter 6 of Title 29 (real property improvements) when applicable, which provides the Contractor’s exclusive means of recovering any type of interest from the Owner. The Contractor waives imposition of an interest penalty unless the invoice submitted specifies that the late penalty is applicable. Except as set forth in this paragraph, the State shall not be liable for the payment of interest on any debt or claim arising out of or related to this contract for any reason. (d) Amounts due to the State shall bear interest at the rate of interest established by the South Carolina Comptroller General pursuant to Section 11- 35-45 (“an amount not to exceed fifteen percent each year”), as amended, unless otherwise required by Section 29-6-30. (e) Any other basis for interest, including but not limited to general (pre- and post-judgment) or specific interest statutes, including S.C. Code § 34-31-20, are expressly waived by both parties. If a court, despite this agreement and waiver, requires that interest be paid on any debt by either party other than as provided by items (c) and (d) above, the parties further agree that the applicable interest rate for any given calendar year shall be the lowest prime rate as listed in the first edition of the Wall Street Journal published for each year, applied as simple interest without compounding. (f) The State shall have all of its common law, equitable and statutory rights of set-off. (g) The invoice may not add, delete or modify any terms and conditions of the Contract. [07- 7A055-4].

Pricing Data- Audit – Inspection (JAN 2006)

[Clause Included Pursuant to Section 11-35-1830, - 2210, & -2220] (a) Cost or Pricing Data. Upon Procurement Officer’s request, you shall submit cost or pricing data, as defined by 48 C.F.R. Section

2.101 (2004), prior to either (1) any award to Contractor pursuant to 11-35-1530 or 11-35-1560, if the total contract price exceeds $500,000, or (2) execution of a change order or contract modification with Contractor which exceeds $100,000. Your price, including profit or fee, shall be adjusted to exclude any significant sums by which the state finds that such price was increased because you furnished cost or pricing data that was inaccurate, incomplete, or not current as of the date agreed upon between parties. (b) Records Retention. You shall maintain your records for three years from the date of final payment, or longer if requested by the chief Procurement Officer. The state may audit your records at reasonable times and places. As used in this subparagraph (b), the term “records” means any books or records that relate to cost or pricing data submitted pursuant to this clause. In addition to the obligation stated in this subparagraph (b), you shall retain all records and allow any audits provided for by 11-35-2220(2). (c) Inspection. At reasonable times, the state may inspect any part of your place of business which is related to performance of the work.

(d) Instructions Certification. When you submit data pursuant to subparagraph (a), you shall (1) do so in accordance with the instructions appearing in Table 15-2 of 48 C.F.R. Section 15.408 (2004)

(adapted as necessary for the state context), and (2) submit a Certificate of Current Cost or Pricing Data, as prescribed by 48 CFR Section 15.406-2(a) (adapted as necessary for the state context).

(e) Subcontracts. You shall include the above text of this clause in all of your subcontracts.

(f) Nothing in this clause limits any other rights of the state. [07-7B185-1].

Statewide Contract - Mandatory (MAY 2024)

(a) With this Solicitation, the state seeks to establish a contract available for use by all South Carolina public procurement units (as defined in Section 11-35-4610(5)). This Contract is a “term contract” as defined in Section 11-35-310(37). Accordingly, use by state governmental bodies (as defined in Section 11-35-310(18)), which includes most state agencies, is mandatory except under limited circumstances. See clause entitled “Acceptance of Offers 10% Below Price” in Part VII.B. of this Solicitation. Use by local public procurement units is optional. Section 11-35-4610 defines local public procurement units to include any political subdivision, or unit thereof, which expends public funds. Section 11-35-310(24) defines the term political subdivision as all counties, municipalities, school districts, public service or special purpose districts. (b) The State is entitled to audit the books and records of you and any Subontractor to the extent that such books and records relate to the performance of the work. Such books and records will be maintained by the Contractor for a period of three years from the date of final payment under the Contract and by the Subontractor for a period of three years from the date of final payment under the subcontract, unless a shorter period is authorized in writing by the Chief Procurement Officer.

(c) Subject to the limitations herein, a Using Governmental Unit may include “additional contract terms” in a purchase order. For purposes of this paragraph, “additional contract terms” shall mean only terms included to either: (i) comply with federal laws as are mandatorily applicable to an expenditure of federal assistance, grant, or contract funds, or (ii) impose organizational, operational, or technical security measures designed to protect the integrity, availability, or confidentiality of the Using Governmental Unit’s data. Additional contract terms may not be used if they will result in an increase in pricing or materially alter the scope of work, regardless of whether the Contractor accepts the terms. Contractor may decline to honor a purchase order that includes additional contract terms, but only if the Contractor provides the applicable Using Governmental Unit with prompt written notice of such rejection and the work acquired with that purchase order has not begun. For purposes of a specific purchase order, Contractor accepts additional contract terms by performing any of the work acquired with that purchase order. (d) EFT information the Contractor provides to the State Treasurer’s Office (STO) is only used to process payment of invoices to Using Governmental Units on whose behalf the STO makes payment. For all other Using Governmental Units the method of payment must be addressed in the purchase order. See clause titled “Payment & Interest.” (e) If the Contractor is suspended or debarred pursuant to Section 11- 35-4220, the State may, without prejudice to any other remedy available to the State, take any one or more of the following actions: (1) order the Contractor to not accept any further orders under the contract until the suspension or debarment has been lifted; (2) terminate this contract; (3) order the Contractor to not accept any further orders under any other statewide contract; or (4) terminate the Contractor’s award of any other statewide contract. [07-7B225-4].

Statewide Contract – Mandatory [Term] – Acceptance of Offers 10% Below Price (MAY 2024)

Pursuant to Section 11-35-310(37), the State may purchase items available on this Contract from a third party (an “alternate vendor”) if the alternate vendor offers a price at least ten percent less than the price established by this Contract and, after being offered an opportunity, you decline to meet the alternate vendor’s price.

With regard to the items acquired, the alternate vendor must agree to be bound by all the terms and conditions of this Contract. All acquisitions pursuant to this clause must be documented by the procurement officer using the attached form. [07-7B227-2].

Statewide Contract – Mandatory - Scope (MAY 2024)

The scope of this Contract is limited by the Bidding Schedule / Cost Proposals and by the description included in Part I, Scope of Solicitation. Sales of supplies or services not within the scope of this contract are prohibited. See clause entitled Contract Limitations. [07-7B230-2].

Termination Due to Unavailability of Funds (JAN 2006)

Payment and performance obligations for succeeding fiscal periods shall be subject to the availability and appropriation of funds therefore. When funds are not appropriated or otherwise made available to support continuation of performance in a subsequent fiscal period, the Contract shall be canceled.

In the event of a cancellation pursuant to this paragraph, the Contractor will be reimbursed the resulting unamortized, reasonably incurred, nonrecurring costs. The Contractor will not be reimbursed any costs amortized beyond the initial Contract term. [07-7A085-1].

I.2 Mandatory Clauses – Funding Related

To the extent of any inconsistency or conflict, Section I.1 takes precedence over any similar terms in this Section I.2.

I.3 Mandatory Clauses - Other

Mandatory Clauses- Other are set forth in Exhibit 1.4 (General Provisions)

To the extent of any inconsistency or conflict, Sections I.1 and I.2 take precedence over any similar terms in this Section I.3.

I.4 Negotiated Terms and Conditions

To the extent of any inconsistency or conflict, Sections I.1, I.2, and I.3 take precedence over any similar terms in this Section I.4.

The Negotiated Terms and Conditions set forth in Attachment I.4 are incorporated herein by reference.

Part 3-List of Documents, Exhibits, and Other Attachments

J. LIST OF ATTACHMENTS

J.1 Solicitation Exhibits Incorporated into Final Contract

Pricing Structure, consisting of the following exhibits:

Exhibit 4.0 – Business Model Exhibit 4.1 – Pricing Structure Exhibit 4.2 – Financial Responsibility Matrix Exhibit 4.3 – Form of Invoice Exhibit 4.4 – In-Flight Projects

Statement of Work, consisting of the following exhibits:

Exhibit 1.1 - Definitions Exhibit 1.2 -…