RFQ CCU-9300819 Purchase Research Grade Differential Interference Contract Compount Microscope.pdf

CCU Procurement Services (rev. Nov 2023) Page 1 of 17

SOLICITATION TYPE:

Request For Quote

Solicitation Number:

CCU-9300819

Description: Purchase Research Grade Differential Interference Contract Compound Microscope

Procurement Officer:

Tracy O’Keefe

Email: tokeefe@coastal.edu Telephone: 843-349-2741 Date: September 3, 2026, This document contains the bidding instructions, scope of work, and selected contractual terms and conditions applicable to the solicitation referenced above which is being issued and conducted by Coastal Carolina University.

SUBMIT YOUR OFFER ON-LINE THROUGH THE BUSINESS OPPORTUNITIES WEBSITE AT THE

FOLLOWING URL: https://bids.sciquest.com/apps/Router/PublicEvent?CustomerOrg=CoastalCarolina

SUBMIT OFFER BY

(Opening Date/Time)

September 15, 2026 at 10:00 a.m. EST

(See “Deadline For Submission Of Offer” provision)

QUESTIONS MUST BE RECEIVED BY:

September 9, 2026 at 10:00 a.m.

(See “Questions From Offeror” provision)

NOTICE: This solicitation is being conducted under the small purchase procedures for “commercially available off-the-shelf products” (COTS) within the authority of Section 11-35-1550 of the South Carolina Code of Laws.

https://bids.sciquest.com/apps/Router/PublicEvent?CustomerOrg=CoastalCarolina

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I. SCOPE OF SOLICITATION

Coastal Carolina University is seeking a source to provide and deliver one (1) research-grade Differential Interference Contrast (DIC) compound microscope.

ACQUIRE SERVICES, SUPPLIES AND/OR EQUIPMENT: The purpose of this solicitation is to acquire services, supplies and/or equipment complying with the description, specifications and conditions listed in Section III. Scope of Work and other documents related to this solicitation.

ONE-TIME PURCHASE: This is a one-time purchase for goods and/ or services as described herein and terminates upon the completion of the obligations by both parties. See Section VII. Terms and Conditions – B.

Special, Term of Contract- One-Time Purchase.

IMPORTANT NOTICE: IF THE TERMS AND CONDITIONS HEREIN ARE OBJECTED TO, QUALIFIED, OR

SUPPLEMENTED IN YOUR OFFER, YOUR OFFER MAY BE DETERMINED NON-RESPONSIVE AND NOT

CONSIDERED FURTHER. See “Responsiveness and Improper Offers” provision in Section IIA, SC Code of Laws §11-35-1520(13), and SC Code of Regulations Chapter 19-445.2070

II. INSTRUCTIONS TO OFFERORS – A. GENERAL INSTRUCTIONS

AMENDMENTS TO SOLICITATION:

(a) The Solicitation may be amended at any time prior to opening. All actual and prospective Offerors should monitor the Business Opportunities web site for the issuance of Amendments:

https://bids.sciquest.com/apps/Router/PublicEvent?CustomerOrg=CoastalCarolina

(b) Offerors will be required to acknowledge receipt of any amendment to this solicitation.

(c) If this solicitation is amended, then all terms and conditions which are not modified remain unchanged.

AUTHORIZED AGENT: All authority regarding this procurement is vested solely with the responsible Procurement Officer. Unless specifically delegated in writing, the Procurement Officer is the only University official authorized to bind the University with regards to this procurement or the resulting contract.

BID/PROPOSAL AS OFFER TO CONTRACT: By submitting Your Bid or Proposal, You are offering to enter into a contract with the University. Without further action by either party, a binding contract shall result upon final award. An Offer may be submitted by only one legal entity; "joint bids" are not allowed.

DEADLINE FOR SUBMISSION OF OFFER: Any offer received after the Procurement Officer or his designee has declared that the time set for opening has arrived, shall be rejected unless the offer has been delivered to the designated University purchasing office or the University’s mail room which services that purchasing office prior to the bid opening. (Paper offers are not the preferred method of submission however.) [Reference Code Section R.19-445.2070(H)]

CODE OF LAWS AVAILABLE: The South Carolina Code of Laws, including the Consolidated Procurement Code, is available at: http://www.scstatehouse.gov/code/statmast.php. The South Carolina Regulations are available at: http://www.scstatehouse.gov/coderegs/statmast.php.

DISCLOSURE OF CONFLICTS OF INTEREST OR UNFAIR COMPETITIVE ADVANTAGE

(“OCI FAQ for Contractors” is available at www.procurement.sc.gov)

(a) You certify that, after reasonable inquiry, to the best of your knowledge and belief:

(1) your offer identifies any services that relate to either this solicitation or the work and that have already been performed by you, a proposed subcontractor, or an affiliated business or consultant of either; and

(2) there are no relevant facts or circumstances that may give rise to an actual or potential organizational conflict of interest, as defined in S.C. Code Ann. Reg. 19-445.2127, or that your offer identifies and explains any unfair competitive advantage you may have in competing for the proposed contract and any actual or potential conflicts of interest that may arise from your participation in this competition or your receipt of an award.

(b) If you, a proposed subcontractor, or an affiliated business or consultant of either, have an unfair competitive advantage or an actual or potential conflict of interest, the University may withhold award. Before withholding https://bids.sciquest.com/apps/Router/PublicEvent?CustomerOrg=CoastalCarolina http://www.scstatehouse.gov/code/statmast.php http://www.scstatehouse.gov/coderegs/statmast.php

CCU Procurement Services (rev. Nov 2023) Page 3 of 17 award on these grounds, the University will notify you of the concerns and provide a reasonable opportunity for you to respond. The University may consider efforts to avoid or mitigate such concerns, including restrictions on future activities.

(c) The certification in paragraph (a) of this provision is a material representation of fact upon which the State will rely when considering your offer for award. [Ref. Compendium 02-2A047-3 Jul 2023]

DISCLOSURE OF YOUR BID / PROPOSAL & SUBMITTING CONFIDENTIAL DATA:

(a) According to Section 11-35-410, any person submitting a document in response or with regard to any solicitation or other request must “comply with instructions provided in the solicitation for marking information exempt from public disclosure. Information not marked as required by the applicable instructions may be disclosed to the public.”

IF YOU IDENTIFY YOUR ENTIRE RESPONSE AS EXEMPT FROM PUBLIC DISCLOSURE, OR IF YOU DO NOT SUBMIT A REDACTED COPY AS REQUIRED, THE UNIVERSITY MAY, IN ITS SOLE DISCRETION, DETERMINE YOUR BID OR PROPOSAL NONRESPONSIVE AND INELIGIBLE FOR AWARD.

(b) By submitting a response to this solicitation or request, Offeror (1) agrees to the public disclosure of every page, or portion thereof, of every document regarding this solicitation or request that was submitted at any time prior to entering into a contract (including, but not limited to, documents contained in a response, documents submitted to clarify a response, and documents submitted during negotiations), unless the page, or portion thereof, was redacted and conspicuously marked “Trade Secret” or “Confidential” or “Protected”, (2) agrees that any information not redacted and marked, as required by these bidding instructions, as a “Trade Secret” is not a trade secret as defined by the Trade Secrets Act, and (3) agrees that, notwithstanding any claims or markings otherwise, any prices, commissions, discounts, or other financial figures used to determine the award, as well as the final contract amount, are subject to public disclosure.

(c) If your offer includes any information that you claim is exempt from public disclosure, you must submit one complete copy of your offer from which you have removed or concealed such information (the redacted copy).

Except for the information removed or concealed, the redacted copy must be identical to your original offer.

(d) Do not mark your entire response (bid, proposal, quote, etc.) as confidential, trade secret, or protected. If only portions of a page are subject to some protection, do not redact the entire page. The redacted copy must reflect the same pagination as the original and show the empty space from which information was redacted. The Procurement Officer must be able to view, search, copy and print the redacted copy without a password. If your response, or any part thereof, is improperly marked as confidential or trade secret or protected, the University may, in its sole discretion, determine it nonresponsive.

(e) On the redacted copy, you must identify the basis of your claim by marking each redaction as follows: You must separately mark with the word “CONFIDENTIAL” every page, or portion thereof, that you redacted and claim as exempt from public disclosure because it is either (1) a trade secret as defined in Section 30-4-40(a)(1) of the Freedom of Information Act, or (2) privileged and confidential, as that phrase is used in Section 11-35-410. You must separately mark with the words “TRADE SECRET” every page, or portion thereof, that you redacted and claim as exempt from public disclosure as a trade secret pursuant to Section 39-8-20 of the Trade Secrets Act.

You must separately mark with the word “PROTECTED” every page, or portion thereof, that you redacted and claim as exempt from public disclosure pursuant to Section 11-35-1810. All markings must be conspicuous; use color, bold, underlining, or some other method in order to conspicuously distinguish the mark from the other text.

(f) In determining whether to release documents, the University will detrimentally rely on your redaction and marking of documents, as required by these bidding instructions, as being either “Confidential” or “Trade Secret” or “Protected”. By submitting a response, you agree to defend, indemnify and hold harmless the University, its agencies, officers and employees, from every claim, demand, loss, expense, cost, damage or injury, including attorney’s fees, arising out of or resulting from withholding information by the University or any of its agencies, that you have redacted or marked as “Confidential” or “Trade Secret” or “Protected”. (All references to S.C. Code of Laws.)

DUTY TO INQUIRE: Offeror, by submitting an Offer, represents that it has read and understands the Solicitation and that its Offer is made in compliance with the Solicitation. Offerors are expected to examine the Solicitation thoroughly and should request an explanation of any ambiguities, discrepancies, errors, omissions, or conflicting statements in the Solicitation. Failure to do so will be at the Offeror's risk. All ambiguities, discrepancies, errors, omissions, or conflicting statements in the Solicitation shall be interpreted to require the better quality or greater quantity of work and/or materials, unless otherwise directed by amendment. Offeror assumes responsibility for any patent ambiguity in the Solicitation that Offeror does not bring to the University’s attention. See clause entitled “Questions from Offerors”.

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OMIT TAXES FROM PRICE: Do not include any sales or use taxes in your price that the University may be required to pay.

OPEN TRADE REPRESENTATION: By submitting an Offer, Offeror represents that Offeror is not currently engaged 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 SC Code Section 11-35-5300.

PROHIBITED COMMUNICATIONS AND DONATIONS: Violation of these restrictions may result in disqualification of your offer, suspension or debarment, and may constitute a violation of law.

(a) During the period between publication of the solicitation and final award, you must not communicate, directly or indirectly, with the University or its employees, agents or officials regarding any aspect of this procurement activity, unless otherwise approved in writing by the Procurement Officer. All communications must be solely with the Procurement Officer. [R. 19-445.2010]

(b) You are advised to familiarize yourself with Regulation 19-445.2165, which restricts donations to a governmental entity with whom you have or seek to have a contract. You represent that your offer discloses any gifts made, directly or through an intermediary, by you or your named subcontractors to or for the benefit of the University during the period beginning eighteen months prior to the Opening Date.

[Reference Code Section R. 19-445.2165]

PUBLIC OPENING (JAN 2004): Offers will be publicly opened at the date/time and at the location identified on the Cover Page, or last Amendment, whichever is applicable. [02-2A090-1]

QUESTIONS FROM OFFERORS:

Any prospective offeror desiring an explanation or interpretation of the solicitation, drawings, specifications, etc., must request it in writing. Questions regarding the original solicitation or any amendment must be received by the Procurement Officer no later than five (5) days prior to opening unless an earlier date is stated on the Cover Page and/or the Business Opportunities website. Label any communication regarding your questions with the name of the Procurement Officer, and the solicitation's title and number. Oral explanations or instructions will not be binding. [See R. 19-445.2042(B)] Any information given a prospective offeror concerning a solicitation will be furnished promptly to all other prospective offerors, if that information is necessary for submitting offers or if the lack of it would be prejudicial to other prospective offerors. See clause entitled “Duty to Inquire.” We will not identify you in our answer to your question.

The preferred method for submitting questions is through the Business Opportunities website and the Question and Answer Board for this particular solicitation. Responses to questions received through the Business Opportunities website will be posted to the Question and Answer Board or may be provided in an Amendment to the solicitation. Alternatively, an email may be sent to the Contact’s address noted on the Business Opportunities website, with the subject line indicating “Questions – Solicitation (insert identifying Solicitation Number).

REJECTION/CANCELLATION: The University may cancel this solicitation in whole or in part. The University may reject any or all proposals in whole or in part. [Reference Code Section 11-35-1710 & R.19-445.2065]

VENDOR REGISTRATION MANDATORY: The University has implemented an online, electronic bidding system to receive bids and proposals from prospective offerors. In order to submit offers in response to posted solicitations, prospective offerors must be registered through this electronic system. Registration can be completed through the following link:

https://solutions.sciquest.com/apps/Router/SupplierLogin?CustOrg=CoastalCarolina. Once registered, suppliers must keep their information current.

II. INSTRUCTIONS TO OFFERORS – B. SPECIAL INSTRUCTIONS

DESCRIPTIVE LITERATURE – REQUIRED: Your offer must include manufacturer's latest literature showing complete product specifications.

DESCRIPTIVE LITERATURE – LABELLING: Include offeror’s name on the cover of any specifications or descriptive literature submitted with your offer.

ON-LINE BIDDING INSTRUCTIONS:

https://solutions.sciquest.com/apps/Router/SupplierLogin?CustOrg=CoastalCarolina

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(a) Mandatory Registration: You must register before you can submit an offer on-line! See clause entitled “VENDOR REGISTRATION MANDATORY.” To register or submit an offer, please visit the following site:

https://solutions.sciquest.com/apps/Router/SupplierLogin?CustOrg=CoastalCarolina

(b) Once registered and signed into the system, choose the solicitation you wish to respond to. The system will provide the necessary steps to obtain the required information from you.

(c) Only offers with a “submitted” status have been received by the University.

QUALIFIED PRODUCTS LIST: Offer only products that are on the qualified products list.

SUBMITTING A PAPER OFFER OR MODIFICATION: Paper offers are not the preferred method of submission. Unless specifically instructed otherwise in the solicitation, you should submit your offer or modification electronically. See clauses titled “VENDOR REGISTRATION MANDATORY” and “ON-LINE

BIDDING INSTRUCTIONS.”

If you must submit a paper offer or modification the following instructions apply:

(a) All prices and notations should be printed in ink or typewritten. Errors should be crossed out, corrections entered and initialed by the person signing the bid. Do not modify the solicitation document itself (including bid schedule).

(b) (1) All copies of the offer or modification, and any other documents required to be submitted with the offer shall be enclosed in a sealed, opaque envelope or package. (2) Submit your offer or modification to one of the following addresses:

MAILING ADDRESS: PHYSICAL ADDRESS:

Coastal Carolina University Coastal Carolina University Procurement Services Procurement Services PO Box 261954 642 Century Circle Conway, SC 29528-6054 Conway, SC 29526

(3) The envelope or package must show the time and date specified for opening, the solicitation number, and the name and address of the bidder. If the offer or modification is sent by mail or special delivery service (UPS, Federal Express, etc.), the outermost envelope or wrapper must be labeled "OFFER ENCLOSED" on the face thereof.

(c) If you are responding to more than one solicitation, submit each offer in a separate envelope or package.

(d) If the solicitation is a Request For Proposal, you must submit one (1) original and five (5) copies.

(e) Facsimile or e-mail offers, modifications, or withdrawals, will not be considered unless authorized by the Solicitation.

The University’s Mail Services picks up all mail from the US Postal Service once daily (excluding weekends and holidays) and disseminates the mail to the Procurement Services office normally by 12:00 PM. See provision entitled Deadline for Submission of Offer.

UNIT PRICES REQUIRED: Unit prices to be shown for each item.

III. SCOPE OF WORK

Coastal Carolina University (CCU) seeks to purchase one (1) research-grade Differential Interference Contrast (DIC) compound microscope. The University will accept a refurbished, reconditioned, or used microscope provided it has been professionally serviced, is fully operational, and meets all specifications contained herein.

The required microscope shall be a binocular compound microscope configured for transmitted light microscopy and equipped with DIC imaging capabilities suitable for biological research applications.

Minimum Required Configuration

The microscope shall include, at a minimum, the following components or equivalent:

Base Microscope

• Trinocular transmitted-light microscope stand.

• Integrated illumination system.

• Power supply and power cord.

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• Halogen or equivalent illumination source.

• Trinocular observation head with camera/imaging port.

• Mechanical X-Y stage.

• Reversed sextuple objective nosepiece.

Optical Components

Objectives equivalent to:

• 4x Plan Fluorite

• 10x Plan Fluorite

• 20x Plan Apochromat

• 40x Plan Fluorite

• 100x Plan Fluorite oil immersion

Equivalent objectives shall provide comparable optical performance and image quality.

DIC System

The microscope shall include a complete Differential Interference Contrast (DIC) system consisting of:

• Universal or turret condenser suitable for DIC microscopy.

• DIC analyzer.

• Nomarski DIC slider or equivalent.

• DIC prisms appropriate for the supplied objectives.

• All required accessories necessary to perform DIC microscopy upon installation.

The DIC system shall be complete and fully functional without the need for additional purchases.

Imaging System Compatibility

A critical requirement of this procurement is compatibility with Coastal Carolina University's existing Jenoptik Gryphax NAOS 20MP Color Digital Camera.

The microscope shall:

• Include a trinocular camera port compatible with the University's Jenoptik Gryphax NAOS 20MP Color Digital Camera.

• Include any adapters, mounts, couplers, or accessories required to connect the Jenoptik Gryphax NAOS 20MP Color Digital Camera.

• Allow full functionality of the camera system for image capture and documentation.

• Be delivered ready for connection to the existing camera system without additional hardware purchases by the University.

The bidder shall specifically identify how compatibility with the Jenoptik Gryphax NAOS 20MP Color Digital Camera system will be achieved.

Refurbished Equipment Requirements

Refurbished or used microscopes are acceptable provided:

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• The microscope has been inspected, cleaned, adjusted, and serviced by qualified personnel.

• All optical components are free from fungus, haze, delamination, scratches, cracks, or other defects that would adversely affect image quality.

• Mechanical components operate smoothly and correctly.

• Illumination systems operate as intended.

• The equipment is fully functional upon delivery.

The bidder shall describe the refurbishment process performed and identify any replaced components.

Acceptance Testing and Final Acceptance

Because optical quality is essential to the University's research requirements, CCU reserves the right to evaluate and test the microscope for a period of up to thirty (30) calendar days following delivery and installation.

During the evaluation period, acceptance testing may include:

1. Inspection of all optical components.

2. Verification of proper Differential Interference Contrast (DIC) functionality.

3. Verification of objective performance and image quality.

4. Verification of compatibility with the University's existing Jenoptik Gryphax NAOS 20MP Color Digital Camera.

5. Demonstration of performance using biological specimens selected by the University.

The Vendor shall provide all necessary components, adapters, and accessories required for testing and operation of the microscope.

If, during the evaluation period, the University determines that the microscope does not conform to the specifications, is incompatible with the existing imaging system, exhibits unacceptable optical performance, or otherwise fails to meet the University's research requirements, the University reserves the right to reject the equipment and require corrective action, replacement, or return of the equipment at no additional cost to the University.

Final acceptance shall not occur upon delivery. Final acceptance shall occur only after the successful completion of the University’s thirty (30) day evaluation period and written notification of acceptance by the University.

Warranty The vendor shall provide a minimum warranty of ninety (90) days covering parts and labor. Vendors are encouraged to offer longer warranty periods and should clearly identify any additional warranty coverage provided.

Pricing

Pricing shall include:

• Microscope and all required components.

• Camera adapters and accessories required for Jenoptik Gryphax NAOS 20MP Color Digital Camera compatibility.

• Packaging.

• Shipping and handling.

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• Any other applicable charges.

BRAND NAME OR EQUAL SPECIFICATION: The use of a “brand name or equal” specification, which lists one or more manufacturer’s names or catalogue numbers, provides for the submission of equivalent products. Brand name or equal specifications are not intended to limit or restrict competition; rather, they are used to describe the standard of quality, performance and other characteristics needed to meet University requirements. An item shall be considered to be substantially equivalent, or “equal” to the specified brand if in the opinion of the Procurement Officer, the University can reasonably anticipate sufficiently similar quality, capacity, durability, performance, utility and productivity as provided by the specified brand. Your offer must include manufacturer's latest literature showing complete product specifications if bidding on other than specified. Failure to include descriptive literature may be reason for rejection of your bid.

The microscope shall be Olympus BX51 DIC or an approved equal. Any proposed equivalent must provide substantially equivalent performance, optical quality, functionality, and compatibility with the existing imaging system identified herein.

Offerors may propose products other than the brand identified in this solicitation, provided the proposed product meets or exceeds the University's minimum requirements and salient characteristics.

The University will evaluate proposed alternate products after bid opening and prior to award. Submission of an alternate product does not guarantee acceptance as an equivalent product.

Upon request by the Procurement Officer, the Offeror shall provide manufacturer's specifications, product literature, cut sheets, certifications, test data, samples, demonstrations, or any other documentation deemed necessary to evaluate whether the proposed product is substantially equivalent to the specified brand name product.

The determination of equivalency shall be made solely by the Procurement Officer and the University. In making this determination, the University may consider, without limitation, quality, performance, functionality, compatibility, durability, warranty provisions, serviceability, maintenance requirements, availability of replacement parts, lifecycle costs, and the University's intended use of the product.

The University's determination regarding whether a proposed product is equal to the specified brand name shall be final and binding. The University reserves the right to reject any proposed alternate product that, in the opinion of the Procurement Officer, fails to meet the requirements of the solicitation.

Failure to provide requested documentation within the time specified by the Procurement Officer may result in the Offeror's proposed alternate product being deemed non-responsive.

DELIVERY / PERFORMANCE LOCATION - SPECIFIED: After award, all deliveries shall be made and all services provided to the following address, unless otherwise specified:

Atlantic Hall Purchasing and Receiving Attn: Barthet/ Bolk Douglas Hall Biology 207 642 Century Cr.

Conway, SC 29526

DELIVERY – GENERAL: Subject to conditions beyond the control of the Contractor, delivery or completion must actually be affected within the time stated on any order, if so stated. If, for any reasons whatsoever, including conditions beyond the control of Contractor, completion is not timely, the University reserves the right to obtain the goods or services elsewhere and to charge Contractor with any loss incurred as a result thereof or, as its option, to cancel the order.

QUALITY – NEW: All items must be new.

QUALITY – REFURBISHED: Items may be refurbished.

IV. INFORMATION FOR OFFERORS TO SUBMIT

REFERENCES: The bidder/offeror shall provide three (3) references names, and email addresses which substantiate past work performance and experience in the type of work required for the contract. The University

CCU Procurement Services (rev. Nov 2023) Page 9 of 17 may contact all references furnished by bidders/offerors. The right is further reserved by the University to contact references other than, and/or in addition to, those furnished by the bidder/offeror

OFFEROR TERMS AND CONDITIONS AND/OR SOFTWARE LICENSING AGREEMENT:

If required by you, you must provide a copy of all terms and conditions and/or agreements necessary to purchase any of the products/services included in your quote. It is expected that the University will work in good faith in reaching a mutually acceptable agreement when applicable. There are certain terms and conditions, however, that are unacceptable to the University and must not be included in the offeror’s submission:

• Choice of law provisions applying the laws of any state other than the State of South Carolina [Reference S.C. Code of Laws Section 11-35-2050].

• Clauses requiring the University to indemnify, defend, or hold harmless the Offeror or any other party [Reference S.C. Code of Laws Section 11-35-2050].

• Clauses that require binding arbitration of disputes.

• Confidentiality requirements that conflict with disclosure requirements under South Carolina law, including under the S.C. Freedom of Information Act [Reference S.C. Code of Laws, Title 30, Chapter4].

V. QUALIFICATIONS

QUALIFICATIONS OF OFFEROR:

(1) To be eligible for award, you must have the capability in all respects to perform fully the contract requirements and the integrity and reliability which will assure good faith performance. We may also consider a documented commitment from a satisfactory source that will provide you with a capability. We may consider information from any source at any time prior to award, including, but no limited to, Google search, Dun and Bradstreet reports, business continuity plans, and internal control assessments. We may elect to consider (i) key personnel, any predecessor business, and any key personnel of any predecessor business, including any facts arising prior to the date a business was established, and/or (ii) any subcontractor you identify.

(2) You must promptly furnish satisfactory evidence of responsibility upon request. Unreasonable failure to supply requested information is grounds for rejection.

(3) Corporate subsidiaries are cautioned that the financial capability of an affiliated or parent company will not be considered in determining financial capability; however, we may elect to consider any security, e.g., letter of credit, performance bond, parent-company corporate guaranty, that you offer to provide Instructions and forms to help assure acceptability are posted on procurement.sc.gov, link to “Standard Clauses & Provisions.”

SUBCONTRACTOR – IDENTIFICATION: If you intend to subcontract, at any tier level, with another business for any portion of the work and that portion either (1) exceeds 10% of your cost, (2) involves access to any “government information”, as defined in the clause entitled “Information Security – Definitions, “ if included, or (3) otherwise involves services critical to your performance of the work (err on the side of inclusion), your offer must identify that business and the portion of work which they are to perform. Identify potential subcontractors by providing the business’ name, address, phone, taxpayer identification number, and point of contact. In determining your responsibility, the University may evaluate your proposed subcontractors.

VI. AWARD CRITERIA

AWARD CRITERIA – BIDS: Award will be made to the lowest responsible and responsive bidder.

AWARD TO ONE OFFEROR: Award will be made to one Offeror.

COMPETITION FROM PUBLIC ENTITIES: If a South Carolina governmental entity submits an offer, the Procurement Officer will, when determining the lowest offer, add to the price provided in any offers submitted by

CCU Procurement Services (rev. Nov 2023) Page 10 of 17 nongovernmental entities a percentage equivalent to any applicable sales or use tax. S.C. Code Ann. Regs. 117-

304.1 (Supp. 2004).

UNIT PRICE GOVERNS: In determining award, unit prices will govern over extended prices unless otherwise stated.

VII. TERMS AND CONDITIONS – A. GENERAL

ACCESSIBILITY COMPLIANCE REQUIREMENTS(May 2026) The University is committed to ensuring accessibility to individuals with disabilities. The Contractor must comply with federal accessibility laws and standards, including the Americans with Disabilities Act (ADA), Section 504 and Section 508 of the Rehabilitation Act, and the U.S. Department of Justice’s 2024 final rule on digital accessibility for public entities.

Minimum Requirements:

WCAG Compliance: Conformance with Web Content Accessibility Guidelines (WCAG) 2.1 Level AA is required.

Preference will be given to solutions demonstrating alignment with WCAG 2.2.

Assistive Technology Support: Full compatibility with screen readers, keyboard navigation, and alternative input methods.

Semantic Accessibility: Use of WAI-ARIA attributes to ensure semantic clarity for users with disabilities.

VPAT Submission: Vendors must submit a current Voluntary Product Accessibility Template (VPAT) detailing conformance with WCAG and Section 508 criteria, including remarks and explanations for each success criterion.

Design Integration: Accessibility must be embedded throughout the LMS’s design and development lifecycle.

Platform Coverage: The LMS must provide accessible experiences across desktop, mobile, and cloud platforms, including instructional content, assessments, communication tools, and administrative interfaces.

Remediation Plan: Vendors must provide an accessibility statement and a roadmap for addressing known accessibility issues.

ASSIGNMENT, NOVATION, AND CHANGE OF NAME, IDENTITY, OR STRUCTURE:

(a) 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, contractor may assign monies receivable under the contract provided that the University shall have no obligation to make payment to an assignee until thirty days after 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 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 contractor amends, modifies, or otherwise changes its name, its identity (including its trade name), or its corporate partnership or other structure, or its FEIN, 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.

BANKRUPTCY - GENERAL:

(a) Notice. In the event the Contractor enters into proceedings relating to bankruptcy, whether voluntary or involuntary, the Contractor agrees to furnish written notification of the bankruptcy to the University. This notification shall be furnished within two (2) days of the initiation of the proceedings relating to the bankruptcy filing. This notification shall include the date on which the bankruptcy petition was filed, the identity of the court in which the bankruptcy petition was filed, and a listing of all University orders/contracts against which final payment has not been made. This obligation remains in effect until final payment under this Contract.

(b) Termination. This contract is voidable and subject to immediate termination by the University upon the contractor’s insolvency, including the filing of proceedings in bankruptcy.

CHOICE OF LAW: The Agreement, any dispute, claim, or controversy relating to the Agreement, and all rights and obligations of the parties shall, in all respects, be interpreted, construed, enforced and governed by and under

CCU Procurement Services (rev. Nov 2023) Page 11 of 17 the laws of the State of South Carolina, except its choice of law rules. As used in this paragraph, the term “Agreement” means any transaction or agreement arising out of, relating to, or contemplated by the solicitation.

CONTRACT AWARDED PURSUANT TO CODE (MAR 2024): Any contract resulting from this solicitation is formed pursuant to the South Carolina Consolidated Procurement Code and is deemed to incorporate all applicable provisions thereof and the ensuing regulations. See also clause titled “Code of Laws Available.” [07- 7A012-1]

CONTRACT DOCUMENTS & ORDER OF PRECEDENCE (MAY 2024)

(a) Any contract resulting from this solicitation shall consist of the following documents: (1) the solicitation, as amended, (2) your offer, as amended, (3) any statement reflecting the State’s final acceptance (a/k/a “award”), and (4) purchase orders. These documents shall be read to be consistent and complementary. Any conflict among these documents shall be resolved by giving priority to these documents in the order listed above.

(b) The terms and conditions of documents (1) through (4) above shall apply notwithstanding any additional or different terms and conditions in any other document, including without limitation, (i) any instrument submitted by the State other than a purchase order, (ii) any invoice or other document submitted by Contractor, or (iii) any privacy policy, terms of use, or end user agreement. Except as otherwise allowed by the solicitation, the terms and conditions of all such documents and any purchase orders shall be void and of no effect.

(c) 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. [07-7A015-2]

DISCOUNT FOR PROMPT PAYMENT:

(a) Discounts for prompt payment will not be considered in the evaluation of offers. However, any offered discount will form a part of the award and will be taken if payment is made within the discount period indicated in the offer by the offeror. As an alternative to offering a discount for prompt payment in conjunction with the offer, offerors awarded contracts may include discounts for prompt payment on individual invoices.

(b) In connection with any discount offered for prompt payment, time shall be computed from the date of the invoice. If the Contractor has not placed a date on the invoice, the due date shall be calculated from the date the designated billing office receives a proper invoice, provided the University annotates such invoice with the date of receipt at the time of receipt. For the purpose of computing the discount earned, payment shall be considered to have been made on the date that appears on the payment check or, for an electronic funds transfer, the specified payment date. When the discount date falls on a Saturday, Sunday, or a legal holiday when Federal Government offices are closed and University business is not expected to be conducted, payment may be made on the following business day.

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. 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 transaction or agreement arising out of, relating to, or contemplated by the solicitation. The government does not consent to the jurisdiction of any judicial or administrative tribunals in any other state or to any forum of alternative dispute resolution. (2) Service of Process. 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 Contractor by certified mail (return receipt requested) addressed to Contractor at the address provided as the Notice Address on Page Two 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]

EQUAL OPPORTUNITY: The University is an Equal Opportunity Employer and does not discriminate on the basis of race, color, religion, sex, national origin, age, handicap or veteran status. The Contractor will comply with all Federal and State requirements concerning fair employment of the handicapped, and concerning the treatment of all employees and applicants for employment without discrimination by reason of race, color, religion, sex, national origin, age, handicap or veteran status. Contractor is referred to and shall comply with all applicable

CCU Procurement Services (rev. Nov 2023) Page 12 of 17 provisions, if any, of Title 41, Part 60 of the Code of Federal Regulations, including but not limited to Sections 60- 1.4, 60-4.2, 60-4.3, 60-250.5(a), and 60-741.5(a), which are hereby incorporated by reference.

FIXED PRICING REQUIRED: Any pricing provided by contractor shall include all costs for performing the work associated with that price. Contractor’s price shall be fixed for the duration of this contract, including option terms, except as otherwise provided in this solicitation. This clause does not prohibit contractor from offering lower pricing after award.

NO INDEMNITY OR DEFENSE: Any term or condition is void to the extent it requires the University to indemnify, defend, or pay attorney’s fees to anyone for any reason.

NOTICE:

(A) After award, any notices shall be in writing and shall be deemed duly given (1) upon actual delivery, if delivery is by hand, (2) upon receipt by the transmitting party of automated confirmation or answer back from the recipient's device if delivery is by telex, telegram, facsimile, or electronic mail, or (3) upon deposit into the United States mail, if postage is prepaid, a return receipt is requested, and either registered or certified mail is used.

(B) Notice to contractor shall be to the address identified by the Contractor in the electronic registration system.

Notice to the University shall be to the Procurement Officer's attention at Coastal Carolina University, Procurement Services, PO Box 261954, Conway SC 29528-6054, or to the Procurement Officer’s email address as noted on the Cover Page. Either party may designate a different address for notice by giving notice in accordance with this paragraph.

OPEN TRADE:

During the contract term, including any renewals or extensions, 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 SC Code Section 11-35-5300.

ORGANIZATIONAL CONFLICT OF INTEREST

(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 University 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 University 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 University may terminate the contract for default.

[Ref. Compendium 07-7A054-1 Jul 2023]

PAYMENT & INTEREST:

(a) The University 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 University.

(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 Section 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. 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 University 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 University 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.

CCU Procurement Services (rev. Nov 2023) Page 13 of 17

(e) Any other basis for interest, including but not limited to general (pre- and post-judgment) or specific interest statutes, including S.C. Code Ann. Section 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 University shall have all of its common law, equitable and statutory rights of set-off.

PUBLICITY: Contractor shall not publish any comments or quotes by University employees, or include the University in either news releases or a published list of customers, or other such media, without the prior written approval of the Procurement Officer and the office of University Communication.

PURCHASE ORDERS: Contractor shall not provide any goods or services or perform any work prior to the receipt of a purchase order from the University. The University shall order any supplies or services to be furnished under this contract by issuing a purchase order. Purchase orders may be used to elect any options available under this contract, e.g., quantity, item, delivery date, payment method, but are subject to all terms and conditions of this contract. Purchase orders may be electronic. No particular form is required. An order placed pursuant to the purchasing card provision qualifies as a purchase order.

WAIVER: The University does not waive any prior or subsequent breach of the terms of the Contract by making payments on the Contract, by failing to terminate the Contract for lack of performance, or by failing to strictly or promptly insist upon any term of the Contract. Only the Procurement Officer has actual authority to waive any of the University’s rights under this Contract. Any waiver must be in writing.

VII. TERMS AND CONDITIONS – B. SPECIAL

CHANGES:

(1) Contract Modification. By a written order, at any time, and without notice to any surety, the Procurement Officer may, subject to all appropriate adjustments, make changes within the general scope of this contract in any one or more of the following:

(a) Drawings, designs, or specifications, if the supplies to be furnished are to be specially manufactured for the University in accordance therewith;

(b) Method of shipment or packing;

(c) Place of delivery;

(d) Description of services to be performed;

(e) Time of performance (i.e., hours of the day, days of the week, etc.); or,

(f) Place of performance of the services.

Subparagraphs (a) to (c) apply only if supplies are furnished under this contract. Subparagraphs (d) to (f) apply only if services are performed under this contract.

(2) Adjustments of Price or Time for Performance. If any such change increases or decreases the contractor's cost of, or the time required for, performance of any part of the work under this contract, whether or not changed by the order, an adjustment shall be made in the contract price, the delivery schedule, or both, and the contract modified in writing accordingly. Any adjustment in contract price made pursuant to this clause shall be determined in accordance with the Price Adjustment Clause of this contract. Failure of the parties to agree to an adjustment shall not excuse the contractor from proceeding with the contract as changed, provided that the University promptly and duly make such provisional adjustments in payment or time for performance as may be reasonable.

By proceeding with the work, the contractor shall not be deemed to have prejudiced any claim for additional compensation, or an extension of time for completion.

(3) Time Period for Claim. Within 30 days after receipt of a written contract modification under Paragraph (1) of this clause, unless such period is extended by the Procurement Officer in writing, the contractor shall file notice of intent to assert a claim for an adjustment. Later notification shall not bar the contractor's claim unless the University is prejudiced by the delay in notification.

(4) Claim Barred After Final Payment. No claim by the contractor for an adjustment hereunder shall be allowed if notice is not given prior to final payment under this contract.

COMPLIANCE WITH LAWS: Through…