RFQ.pdf

SAP

Medical University of South Carolina

Request for Quotes

Solicitation:

Date Issued:

Procurement Officer:

Phone:

E-Mail Address:

Mailing Address:

5400027205 8/26/2024 Andy Champion 843-792-1300 champiow@musc.edu 1 South Park Circle. JB402 Charleston SC 29407

DESCRIPTION: PROOF OF CONCEPT FOR COGNOTIVE BEHAVIORAL THERAPY APP

USING GOVERNMENTAL UNIT: Medical University of South Carolina

SUBMIT YOUR OFFER ON-LINE AT THE FOLLOWING URL: http://www.procurement.sc.gov SUBMIT OFFER BY (Opening Date/Time): 09/20/2024 11:00 AM EST (See "Deadline For Submission Of Offer" provision) QUESTIONS MUST BE RECEIVED BY: 09/10/2024 5:00 PM EST (See "Questions From Offerors" provision) NUMBER OF COPIES TO BE SUBMITTED: One via email to champiow@musc.edu CONFERENCE TYPE: Virtual Non-Mandatory Pre-Proposal

DATE & TIME: 09/09/2024 11:30 AM

(As appropriate, see "Conferences - Pre-Bid/Proposal" & "Site Visit" provisions)

LOCATION: MS Teams. Please email champiow@musc.edu no later than 4:00 PM ET 09/06/2024 for link.

You must submit a signed copy of this form with Your Offer. By signing, You agree to be bound by the terms of the Solicitation. You agree to hold Your Offer open for a minimum of thirty (30) calendar days after the Opening Date. (See "Signing Your Offer" provision.)

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.

Not Required (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 "Signing Your Offer" provision.)

___ Sole Proprietorship ___ Partnership ___ Other_____________________________

___ Corporate entity (not tax-exempt) ___ Corporation (tax-exempt) ___ Government entity (federal, state, or local)

COVER PAGE - ON-LINE ONLY (MAR. 2015)

mailto:champiow@musc.edu http://www.procurement.sc.gov/ mailto:champiow@musc.edu mailto:champiow@musc.edu

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" 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 "Contract Documents" clauses)

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

DISCOUNT FOR

PROMPT PAYMENT

(See "Discount for Prompt

Payment" clause)

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

PREFERENCES - A NOTICE TO VENDORS (SEP. 2009): On June 16, 2009, the South Carolina General Assembly rewrote the law governing preferences available to in-state vendors, vendors using in-state subcontractors, and vendors selling in-state or US end products. This law appears in Section 11-35-1524 of the South Carolina Code of Laws. A summary of the new preferences is available at www.procurement.sc.gov/preferences . ALL THE PREFERENCES MUST BE CLAIMED AND ARE APPLIED BY LINE ITEM, REGARDLESS OF WHETHER AWARD IS MADE BY

ITEM OR LOT. VENDORS ARE CAUTIONED TO CAREFULLY REVIEW THE STATUTE BEFORE

CLAIMING ANY PREFERENCES. THE REQUIREMENTS TO QUALIFY HAVE CHANGED. IF YOU

REQUEST A PREFERENCE, YOU ARE CERTIFYING THAT YOUR OFFER QUALIFIES FOR THE

PREFERENCE YOU'VE CLAIMED. IMPROPERLY REQUESTING A PREFERENCE CAN HAVE SERIOUS

CONSEQUENCES. [11-35-1524(E)(4)&(6)]

PREFERENCES - ADDRESS AND PHONE OF IN-STATE OFFICE: Please provide the address and phone number for your in-state office in the space provided below. An in-state office is necessary to claim either the Resident Vendor Preference (11-35-1524(C)(1)(i)&(ii)) or the Resident Contractor Preference (11-35-1524(C)(1)(iii)). Accordingly, you must provide this information to qualify for the preference. An in-state office is not required, but can be beneficial, if you are claiming the Resident Subcontractor Preference (11-35-1524(D)).

____In-State Office Address same as Home Office Address ____In-State Office Address same as Notice Address (check only one) PAGE TWO (SEP 2009) End of PAGE TWO

Introduction MUSC is seeking a contractor to develop a proof of concept for a simulated practice application in its existing Trauma Focused – Cognitive Behavioral Therapy (TF-CBT) online learning course (TFCBTWeb2.0). The proposed work will create simulated practice opportunities for TF-CBT skill implementation within the TFCBTWeb2.0 learning course, whereby learners will interact with simulated/gamified child patients and their caregivers to implement treatment techniques and receive feedback. MUSC anticipates that the integration of language generating AI, networking, and 3D performance will be significant challenges. MUSC is seeking a contractor to design and develop this foundational framework and demonstrate that it can function within the existing TFCBTWeb2.0 course.

Background TFCBTWeb2.0 is an asynchronous online learning course for mental health professionals and students. The course provides an introduction to the principles and methods for Trauma-Focused Cognitive-Behavior Therapy, a well-established treatment for children and adolescents who have been exposed to traumatic events and subsequently developed symptoms of post-traumatic stress disorder, depression, and/or behavior problems.

TFCBTWeb2.0 operates on MUSC servers and was built using the Ruby on Rails web-app framework. The long-term aim is to create multiple patient scenarios within TFCBTWeb2.0 where learners can practice, with feedback, the skills described in the course and improve their self-efficacy in delivering treatment skills. The short-term goal is to develop a programming framework that will serve as a “proof-of-concept” for these scenarios. MUSC will test the AI, networking, and 3D performance/integration to further inform the development paths of using AI and how that could be incorporated with the 3D character/development.

Scope

1. Plan to develop a foundational framework for interactive, realistically depicted patient characters that TFCBTWeb2.0 learners can engage with to practice the skills taught in the course. Learners would also receive feedback on their implementation of the skills. We are seeking a proof of concept to test the AI, networking, and 3D performance/integration to further inform the development paths of using AI and how that could be incorporated with the 3D character/development.

2. The framework for scenarios must be compatible with the Ruby on Rails web-app framework to allow it to function within the existing TFCBTWeb2.0 course.

3. The framework must support patient characters that portray realistic TF-CBT patients (children and caregivers).

This must include realistically depicted representations of human characters.

4. The learning scenarios will be housed on a specific tab within the TFCBTWeb2.0 course structure.

5. The framework should allow for decision tree-based progression through clinical conversations developed in conjunction with MUSC, provision of feedback to learners based on their choices, and visual scenarios that utilize scripted audio.

6. The framework should be created to test the potential use of AI-chat structures to guide learner experiences.

7. The provision of sample video and audio components to test the function of the foundation framework and its ability to be integrated within the TFCBTWeb2.0 platform.

8. The framework will need to be able to accommodate a very large learner base (up to 2,500 new learners per month) and take into account that the course is often being viewed concurrently by hundreds of users.

Deliverables

Provision of sample components to test the function of the foundation framework and its ability to be integrated within the TFCBTWeb2.0 platform

Creation of a sample character and then working MUSC to conduct a pre-animation performance test of the character integration system. The successful contractor will work with MUSC to determine the data collection process for the project.

Contractor should be able to show proof of concept that the integration can work harmoniously.

Key Assumptions

The vendor will provide a well-qualified team to meet the objectives. A vendor with a well-established history of collaborative partners and experience in developing and supporting mental health-oriented products will be required. As this project focuses on training evidence-based interventions the development team will have its own mental health provider team members to facilitate communication between framework developers and TFCBTWeb2.0 experts.

MUSC will assist as necessary to provide information and support.

Total price for this project cannot exceed $50,000. This is a firm budget. Please do not submit a proposal if this number cannot be achieved.

Ideally, this will be a six month project with monthly progress payments.

Champion, Andy What exactly do we want to see at the end of this project? We need to make sure that aligns with the Scope

Smith, Daniel W What we’re looking for is the creation of a sample character and then working with vendor to conduct a pre-animation performance test of the character integration system. The vendor would work with us to determine the data collection process for the project as well. A final polished, animated character would be much larger of a lift and would not make sense for this initial step. The proof of concept here is with the integration that it can all work together, versus final animation and polished character.

Champion, Andy How’s this?

INFORMATION FOR OFFERORS TO SUBMIT

1.1 Contractor’s Cover Sheet and completed Cover Pages One and Two of this solicitation document.

The Contractor’s Cover Sheet shall identify the name and number of the RFQ, company name, address and phone number of the respondent as well as the name, email address and DIRECT phone number/cell number of the person to contact if there are questions about the proposal. Please provide direct phone lines and not general phone lines.

1.2 Executive Overview: Offeror's proposal must include an overview/summary description of its proposed solution and an explanation demonstrating the Offeror's understanding of the needs expressed in this solicitation and how its proposed solution will satisfy the needs of MUSC.

2.1 Proposers Solution: Show how you intend to address this solution. Address each point in the scope, provide a timeline and identify any risk.

3.1 Business Proposal: Include pricing and suggested payment schedules

The Medical University of South Carolina (University) is a state created agency by the State of South Carolina.

Accordingly, it is limited in scope of authority and subject to procurement laws. The University is exempt from federal income tax under Section 115 of the Internal Revenue Code. Purchases by the University are exempt from excise taxes imposed under chapters 31 and 32 of subchapter B chapter 33 of the Internal Revenue Code.

UNIVERSITY TERMS AND CONDITIONS

Purchase Orders

a. Contractor shall not perform any work prior to the receipt of a purchase order from MUSC. MUSC shall order any supplies or services to be furnished under the contract following the issuance of a purchase order. Purchase orders may be used to elect any options available under the contract, e.g., quantity, item, delivery date, payment method, but are subject to all terms and conditions of the contract.

b. The purchase order may be accepted only upon the terms and conditions set forth herein which have been incorporated into the contract unless otherwise agreed to by the parties. If this purchase order is based upon a written Invitation for Bid or Request for Proposal, terms contained in those documents shall, if in conflict, supersede those contained herein. When so accepted, the purchase order contains the complete and final agreement between the buyer and seller respective to the goods and services specified. Any additional or different terms proposed by the seller are hereby rejected unless accepted in writing by the MUSC Procurement Office. The purchase order constitutes a contract on the part of MUSC to pay the seller for the goods or services described.

c. Purchase orders may be electronic. No particular form is required. Purchase order requirement may be waived if approved in writing by the MUSC Procurement Office.

d. An order placed pursuant to the purchasing card provision qualifies as a purchase order.

e. The seller, by acceptance of the order will be deemed to represent that seller has complied, or will comply, with all applicable federal, state and local laws and ordinances and all lawful orders, rules and regulations there under.

f. Seller warrants that the prices stated in the contract and/or invoice are as low as any net prices now given by seller to any other customer for like goods or services and seller agrees that if at any time during the life of the contract, seller quotes or sells the product/goods or service at lower net prices, under similar conditions, such lower net prices shall, from that time, be substituted for the prices provided in the contract.

g. The purchase order is not assignable by the seller without the prior consent of the MUSC Procurement Office.

h. The failure of the MUSC to enforce at any time any of the provisions stated herein or in the contract itself shall in no way be construed as a waiver of such provision, nor in any way affect the right of the buyer thereafter to enforce each and every provision of the contract or order.

i. Seller shall submit invoice to: Acctspayable@musc.edu. All invoicing concerns should be addressed to: MUSC, Accounts Payable 1 South Park Circle, Building 1, JB402, Charleston SC 29407, (843)792- 4343.

j. All other concerns or questions can be addressed to the MUSC Procurement Officer noted at the bottom of the General section on the front of this form.

Performance/Delivery/Completion

a. All shipments are to be made FOB destination, freight prepaid, to receiving point at the University unless otherwise indicated on the purchase order. If other than FOB destination, all transportation, insurance, crating and/or packing charges are to be entered as separate items on seller's invoice.

b. Any materials shipped in excess of the quantity specified in the order may, at the University Procurement Officer's option, be returned to the seller at seller's expense. The University will not be obligated to pay for services or labor provided in excess of that specified in this order.

c. Complete shipments are preferred; however, partial shipments may be acceptable and payable. Final payment will not be made until the purchase order is filled in its entirety or until unfilled items are canceled.

d. Subject to conditions beyond the control of the seller, delivery or completion must actually be effected within the time stated on the purchase order. When completion is not timely, the University Procurement Officer, may, if stipulated, obtain the goods or services elsewhere and charge the Seller with any loss incurred as a result thereof or, at his option, to cancel the order. It is understood that time is of the essence under this agreement. Whenever the Seller has knowledge that any actual or potential labor dispute is delaying or threatens to delay the timely performance of this order, seller shall so inform the University Procurement Office.

Inspection/Warranties

a. All goods purchased hereunder shall be subject to inspection by the buyer to the extent practicable at all times and places including the period of manufacture. Notwithstanding any prior inspection or payments hereunder, items shall also be subject to final inspection prior to acceptance within a reasonable time after delivery. No inspection or test made prior to the final inspection shall relieve the seller from responsibility for defects or other failure to meet the requirements of this order.

b. Seller warrants that all items delivered hereunder shall be free from defects in workmanship, material and manufacture; shall comply with the requirements of this agreement, including any drawings or specifications incorporated in design. Seller further warrants that all items purchased hereunder shall be merchantable quality and shall be fit and suitable for the purposes intended. The foregoing warrants are conditions to this agreement and are in addition to all other warranties, expressed or implied and shall survive any delivery, inspection, acceptance or payment by the buyer. If any warranties specified herein or otherwise applicable are breached by the seller, the University Procurement Office, may at its election, (1) require the seller to correct at seller's sole expense any defect or non-conformance by repair or replacement, or (2) return any defective or non-conforming goods to seller at the Seller's expense and recover from the seller the price thereof.

The foregoing remedies are in addition to all other remedies of law or as contained in this agreement and shall not be deemed to be exclusive. The foregoing representation and warranties shall survive acceptance of the goods or services.

c. The manufacturer guarantees that the design of the equipment being purchased conforms to National Fire Protection Association (NFPA), Underwriters Laboratories (UL), American National Standards Institute (ANSI), Occupational Safety and Health Administration (OSHA) and any other existing safety standards in effect at time of shipment.

Background Check

a. MUSC is subject to the Drug Free Work Act and as a University is charged with maintaining a safe patient and learning community. If Vendor's employee enters onto University, Hospital or University Medical Associates property in order to fulfill the terms of the contract, Vendor acknowledges that it will conduct a criminal background check and drug screen on said employee(s) prior to the employee(s) arriving on said property. Vendor agrees that any it will not assign nor send an employee that vendor has reason to believe poses a threat of risk to either property or persons to perform work under the contract. Vendor agrees to impose this same criminal background check and drug screen requirements on any subcontractors used by Vendor to fulfill its responsibilities under this agreement. The University reserves the right to verify compliance by Vendor upon request.

b. Vendor agrees that the drug screen utilized will consist of a ten panel drug test screening from an independent accredited laboratory which includes THC (marijuana), Cocaine, Phencyclidine (PCP), Synthetic Opiates with extended opiates, Amphetamines, Barbiturates, Benzodiazepines, Methadone, Propoxyphene and Methamphetamines. The results must be within a 30 day period.

Bankruptcy

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 five (5) 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 contracts against which final payment has not been made. This obligation remains in effect until final payment.

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 or may be cancelled due to the University's unavailability of funds in succeeding fiscal periods pursuant to SC Code Ann. §11-35-2030.

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.

b. 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.

False Claims

According to the SC Code Ann. §16-13-240, "a person who by false pretense or representation obtains the signature of a person to a written Instrument or obtains from another person any chattel, money, valuable security, or other property, real or personal, with intent to cheat and defraud a person of that property is guilty" of a crime.

Certificate of Insurance

a. A Certificate of Insurance MUST be on file in University Procurement for vendors visiting on-site at MUSC and those that are so located, and those providing on-site equipment maintenance, evaluation, or other for the protection of MUSC.

b. A Contractor shall maintain throughout the performance of its obligations under an Agreement a policy or policies of Workers' Compensation Insurance with such limits as may be required by law, and a policy or policies of general liability insurance with limits sufficient to cover any loss or potential Joss resulting from this contract insuring against liability for injury to and death of persons and damage to and destruction of property arising out of or based upon any act or omission of the Contractor or any of its subcontractors or their respective officers, directors, employees or agents and a policy or policies of Automobile Liability Insurance with such limits as may be required by law insuring against liability for injury to and death of persons and damage to and destruction of property arising out of or based upon any act or omission of the Contractor or any of its subcontractors or their respective officers, directors, employees or agents while operating their vehicle(s) on MUSC property.

Drug Free Workplace Certification

a. Contractor will comply with all applicable provisions of The Drug-free Workplace Act, SC Code Ann. §44-107-30, *This clause applies to any resultant contract for a stated or estimated value of $50,000.00 or more.

State Ethics

a. By accepting this Purchase Order, Contractor has not, and will not, induce a person to violate the SC Ethics Act, more specifically, SC Code Ann. § 8-13-700, use of official position for financial gain;

Section 8-13-705, gifts to influence action of public employee, member or official; Section §8-13-720, offering money for advice or assistance of public employee, member, or official; Sections §8-13-755 and §8-13-760, restrictions on employment by former public employee, member or official;

Section §8-13- 775, prohibiting public employee, member or official with economic interests from acting on contracts; Section §8-13-7901 recovery of kickbacks; Section §8-13-1150, statements to be filed by consultants; and Section §8-13-1342, restrictions on contributions by contractor to candidate who participated in awarding of contract.

b. The state may rescind any contract and recover all amounts expended as a result of any action taken in violation of the State Ethics Act. If Contractor participates, directly or indirectly, in the evaluation or award of public contracts, including without limitation, change orders or task orders regarding a public contract, contractor shall, if required by law to file such a statement, provide the statement required by Section Code Ann. §8-13- 1150 to the Procurement Officer at the same time the law requires the statement to be filed. (02-2A075- 2)

Open Trade Representation

By accepting this purchase order, 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 Ann . §11-35 -5300.

(02·2A083-1]

*This clause applies to any resultant contract for a stated or estimated value of $10,000.00 or more.

Smoking Policy

As South Carolina's academic health center and home to the only National Cancer Institute-designated cancer institute in the state, it is a part of our mission to prevent cancer and to lead by example in providing the healthiest environment possible for everyone on our campus. MUSC is a totally tobacco-free campus. Smoking is not permitted in any areas on campus. This includes the use of chewing tobacco and e-cigarettes.

Indemnification-Third Party Claims a, Notwithstanding any limitation in this agreement. and to the fullest extent permitted by law, Contractor shall defend and hold harmless the University for and against any and all suits or claims of any character (and all related damages, settlement payments, attorneys' fees, costs, expenses, losses or liabilities) by a third party which are attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property arising out of or in connection with the goods or services acquired hereunder or caused in whole or in part by any act or omission of contractor, its subcontractors, their employees, workmen, servants, agents, or anyone directly or indirectly employed by them or anyone for whose acts any of them may be liable, regardless of whether or not caused in part by the University, and whether or not such claims are made by a third party or the University; however, if the University negligent act or omission is subsequently determined to be the sole proximate cause of a suit or claim, the University shall not be entitled to indemnification hereunder.

b. Contractor shall be given timely written notice of any suit or claim. Contractors' obligations hereunder are in no way limited by any protection afforded under workers compensation acts, disability benefits acts, or other employee benefit acts. This clause shall not negate, abridge, or reduce any other rights or obligations of indemnity which would otherwise exist. The obligations of this paragraph shall survive termination, cancelation, or expiration of the parties' agreement. This provision shall be construed fairly and reasonably, neither strongly for nor against either party, and without regard to any clause regarding insurance.

As used in this clause, the University means the State of South Carolina, its instrumentalities, agencies, departments, boards, political subdivisions and all their respective officers, agents and employees.

Choice of Law

Any dispute, claim or controversy relating to the agreement, and all the rights and obligations of the parties, in all respects shall be interpreted, construed, enforced and governed by and under the laws of the State of South Carolina, except it choice of law rules.

The seller agrees to submit to the jurisdiction of the State of South Carolina and agrees that the laws of South Carolina will control this agreement (Please note that as a state entity, the University is prohibited from submitting to the laws of another jurisdiction).

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. The University as is prohibited by the Attorney General from agreeing to indemnification and/or the payment of attorney's fees.

Equal Opportunity Employer

The University is an equal opportunity/affirmative action employer and does not knowingly conduct business with suppliers who practice discrimination. Performance under this contract certifies that seller is an Equal Opportunity Employer, and as applicable, in compliance with 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.S(a), and 60-741.S(a), which are hereby incorporated by reference.

Illegal Immigration

Contractor certifies that it will comply with the applicable requirements of Title 8, Chapter 14 of the South Carolina Code of Laws and agrees to provide the University upon request any documentation required to establish either: (a) the Title 8, Chapter 14 is inapplicable to you and your subcontractor(s);

or (b) that you and your subcontractor(s) are in compliance with Title 8, Chapter 14. You agree to include in any contracts with subcontractor(s) language requiring your subcontractor(s) to (a) comply with the applicable requirements of Title 8, Chapter 14, and (b) include in their contracts their sub-contractors language requiring that the sib-contractors comply with the applicable requirements of Title 8, Chapter 14.

Material and Workmanship

Unless otherwise specifically provided in the purchase order, all equipment, material, and articles incorporated in the Work are to be new and of the most suitable grade for the purpose intended.

Publicity

Contractor shall not publish any comments or quotes by state employees, or include the State wither in news releases or published list of customers, without the written approval of the Procurement Officer.

Contract Clauses and Administration

Pursuant to the South Carolina Consolidated Procurement Code, unless otherwise specifically provided or authorized by law, if a contract contains any of the following terms, the term shall be void, and the contract is otherwise enforceable as if it did not contain such term or condition:

(1) Terms (a) subjecting the State of South Carolina or its agencies to the jurisdiction of the courts of other states; or (b) requiring the State of South Carolina or its agencies to bring or defend a legal claim in a venue outside this State. (Sections 11-35-2050 and -4230)

(2) Terms limiting the time in which the State of South Carolina or its agencies may bring a legal claim under the contract to a period shorter than that provided in South Carolina law. (Sections 11-35-4230(2) and 15-3-140)

(3) Terms imposing a payment obligation, including a rate of interest for late payments, inconsistent with the terms of Section 11-35-45.

(4) Terms that require the State to defend, indemnify, or hold harmless another person. (Section 11-35- 2050)

(5) Terms requiring that the contract be governed or interpreted by other than South Carolina law. (Section 11-35-2050)

Provisions of the South Carolina Consolidated Procurement Code have been compiled herein.

These terms and conditions and the ensuing purchase order shall not be modified except by written agreement of the University Procurement Office and Vendor/Contractor/Seller.

SCOPE OF WORK/SPECIFICATIONS

TFCBTWeb2.0 operates on MUSC servers and was built using the Ruby on Rails web-app framework.

The long-term aim is to create multiple patient scenarios within TFCBTWeb2.0 where learners can practice, with feedback, the skills described in the course and improve their self-efficacy in delivering treatment skills. The short-term goal is to develop a programming framework that will serve as a “proof-of-concept” for these scenarios. MUSC is seeking a contractor to design and develop this foundational framework and demonstrate that it can function within the existing TFCBTWeb2.0 course.

Project Overview

1. Application Must Include:

a. Plans to develop a foundational framework for interactive, realistically depicted patient characters that TFCBTWeb2.0 learners can engage with to practice the skills taught in the course. Learners would also receive feedback on their implementation of the skills.

b. The framework for scenarios must be compatible with the Ruby on Rails web-app framework to allow it to function within the existing TFCBTWeb2.0 course.

c. The framework must support patient characters that portray realistic TF-CBT patients (children and caregivers). This must include realistically depicted representations of human characters.

d. The learning scenarios will be housed on a specific tab within the TFCBTWeb2.0 course structure.

e. The framework should allow for decision tree-based progression through clinical conversations developed in conjunction with MUSC, provision of feedback to learners based on their choices, and visual scenarios that utilize scripted audio.

i. The framework should be created to test the potential use of AI-chat structures to guide learner experiences.

f. The provision of sample video and audio components to test the function of the foundation framework and its ability to be integrated within the TFCBTWeb2.0 platform.

g. The framework will need to be able to accommodate a very large learner base (up to

2,500 new learners per month) and take into account that the course is often being viewed concurrently by hundreds of users.

2. Deliverables a.

Information to Submit

Technical Proposal

VII. TERMS AND CONDITIONS -- A. GENERAL

ASSIGNMENT, NOVATION, AND CHANGE OF NAME, IDENTITY, OR STRUCTURE (FEB 2015)

(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 state 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 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 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. [07-7A004-2]

BANKRUPTCY - GENERAL (FEB 2015)

(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 Using Governmental Unit. 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 State 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 State upon the contractor's insolvency, including the filing of proceedings in bankruptcy. [07-7A005-2]

CHOICE-OF-LAW (JAN 2006)

The Agreement, any dispute, claim, or controversy relating to the Agreement, 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 "Agreement" means any transaction or agreement arising out of, relating to, or contemplated by the solicitation. [07-7A010-1]

CONTRACT DOCUMENTS and ORDER OF PRECEDENCE (FEB 2015)

(a) Any contract resulting from this solicitation shall consist of the following documents: (1) a Record of Negotiations, if any, executed by you and the Procurement Officer, (2) the solicitation, as amended, (3) documentation of clarifications [11- 35-1520(8)] or discussions [11-35-1530(6)] of an offer, if applicable, (4) your offer, (5) any statement reflecting the State's final acceptance (a/k/a "award"), and (6) purchase orders. These documents shall be read to be consistent and complimentary. 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 (5) 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, (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 herein, the terms and conditions of all such documents 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 (JAN 2006)

(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 state 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 legal holiday when Federal Government offices are closed and Government business is not expected to be conducted, payment may be made on the following business day.

[07-7A020-1]

DISPUTES (JAN 2006)

(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. (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. [07-7A025-1]

EFT INFORMATION (FEB 2021)

The Contractor must furnish to the State Treasurer's Office information necessary for making a payment by electronic funds transfer (EFT). You may do this by completing STO Form 4 and filing it with the STO. Additional information is available at the STO's website at https://treasurer.sc.gov (.) The Contractor is responsible for the currency, accuracy and completeness of the EFT information. Updating EFT information may not be used to accomplish an assignment of the right to payment, does not alter the terms and conditions of this contract, and is not a substitute for a properly executed contractual document. [07-7A027-1]

EQUAL OPPORTUNITY (JAN 2006)

Contractor is referred to and shall comply with all applicable 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. [07-7A030-1]

FALSE CLAIMS (JAN 2006)

According to the S.C. Code of Laws Section 16-13-240, "a person who by false pretense or representation obtains the signature of a person to a written instrument or obtains from another person any chattel, money, valuable security, or other property, real or personal, with intent to cheat and defraud a person of that property is guilty" of a crime. [07-7A035-1]

FIXED PRICING REQUIRED (JAN 2006)

Any pricing provided by contractor shall include all costs for performing the work associated with that price. Except as otherwise provided in this solicitation, contractor's price shall be fixed for the duration of this contract, including option terms. This clause does not prohibit contractor from offering lower pricing after award. [07-7A040-1]

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]

NOTICE (JAN 2006)

(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 as the Notice Address on Page Two. Notice to the state shall be to the Procurement Officer's address on the Cover Page. Either party may designate a different address for notice by giving notice in accordance with this paragraph. [07-7A050-1]

OPEN TRADE (JUN 2015)

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. [07-7A053-1]

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 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 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 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 State shall have all of its common law, equitable and statutory rights of set-off.[07-7A055-4]

PUBLICITY (JAN 2006)

Contractor shall not publish any comments or quotes by State employees, or include the State in either news releases or a published list of customers, without the prior written approval of the Procurement Officer. [07-7A060-1]

PURCHASE ORDERS (JAN 2006)

Contractor shall not perform any work prior to the receipt of a purchase order from the using governmental unit. The using governmental unit 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. [07-7A065-1]

SURVIVAL OF OBLIGATIONS (JAN 2006)

The Parties' rights and obligations which, by their nature, would continue beyond the termination, cancellation, rejection, or expiration of this contract shall survive such termination, cancellation, rejection, or expiration, including, but not limited to, the rights and obligations created by the following clauses: Indemnification - Third Party Claims, Intellectual Property Indemnification, and any provisions regarding warranty or audit. [07-7A075-1]

TAXES (JAN 2006)

Any tax the contractor may be required to collect or pay upon the sale, use or delivery of the products shall be paid by the State, and such sums shall be due and payable to the contractor upon acceptance. Any personal property taxes levied after delivery shall be paid by the State. It shall be solely the State's obligation, after payment to contractor, to challenge the applicability of any tax by negotiation with, or action against, the taxing authority. Contractor agrees to refund any tax collected, which is subsequently determined not to be proper and for which a refund has been paid to contractor by the taxing authority. In the event that the contractor fails to pay, or delays in paying, to any taxing authorities, sums paid by the State to contractor, contractor shall be liable to the State for any loss (such as the assessment of additional interest) caused by virtue of this failure or delay. Taxes based on Contractor's net income or assets shall be the sole responsibility of the contractor. [07-7A080-1]

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 therefor. 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, contractor will be reimbursed the resulting unamortized, reasonably incurred, nonrecurring costs. Contractor will not be reimbursed any costs amortized beyond the initial contract term. [07-7A085-1]

THIRD PARTY BENEFICIARY (JAN 2006)

This Contract is made solely and specifically among and for the benefit of the parties hereto, and their respective successors and assigns, and no other person will have any rights, interest, or claims hereunder or be entitled to any benefits under or on account of this Contract as a third party beneficiary or otherwise. [07-7A090-1]

WAIVER (JAN 2006)

The State 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 State's rights under this Contract. Any waiver must be in writing. [07-7A095-1]

VII. TERMS AND CONDITIONS -- B. SPECIAL

COMPLIANCE WITH LAWS (JAN 2006)

During the term of the contract, contractor shall comply with all applicable provisions of laws, codes, ordinances, rules, regulations, and tariffs. [07-7B035-1]

CONTRACTOR PERSONNEL (JAN 2006)

The Contractor shall enforce strict discipline and good order among the Contractor's employees and other persons carrying out the Contract. The Contractor shall not permit employment of unfit persons or persons not skilled in tasks assigned to them. [07-7B060-1]

CONTRACTOR'S OBLIGATION -- GENERAL (JAN 2006)

The contractor shall provide and pay for all materials, tools, equipment, labor and professional and non-professional services, and shall perform all other acts and supply all other things necessary, to fully and properly perform…