Solicitation 5400030161.docx

State of South Carolina

Request for Proposals

(Competitive Negotiations)

Solicitation Number:

Date Issued:

Procurement Officer:

Phone:

E-Mail Address:

Mailing Address:

5400030161 9/29/2026 Monica Briseno 803-737-3789 mbriseno@mmo.sc.gov 1333 Main Street Suite 700 Columbia SC, 29201

DESCRIPTION: Find Your Future Portal

USING GOVERNMENTAL UNIT: SC Department of Employment and Workforce

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

SUBMIT OFFER BY (Opening Date/Time): 11/13/2026 11:00 AM (See Section L - Instructions, Conditions, and Notices to Offerors)

QUESTIONS MUST BE RECEIVED BY: 10/20/2026 11:00 AM (See Section L - Instructions, Conditions, and Notices to Offerors)

NUMBER OF COPIES TO BE SUBMITTED: Online Submission

CONFERENCE TYPE: Pre-Proposal Meeting

DATE & TIME: 10/13/2026 10:00 AM EST

(See Section L.44.8) LOCATION: Web Conference

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

NAME OF OFFEROR

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

AUTHORIZED SIGNATURE

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

DATE SIGNED

TITLE

(business title of person signing above)

STATE VENDOR NO.

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

PRINTED NAME

(printed name of person signing above)

STATE OF INCORPORATION

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

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

___ Sole Proprietorship ___ Partnership ___ Other_____________________________

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

COVER PAGE

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

ORDER ADDRESS (Address to which purchase orders will be sent) (See "Purchase Orders and "Invoicing Instructions" clauses)

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

ACKNOWLEDGMENT OF AMENDMENTS

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

Table of Contents Part 1- The Schedule

General On behalf of SC Department of Employment and Workforce (DEW) the South Carolina State Fiscal Accountability Authority (SFAA) Division of Procurement Services is seeking proposals from qualified vendors to develop a statewide workforce portal, the Find Your Future Portal, which is intended to serve as an experience and coordination layer that helps individuals, employers, education partners, workforce partners, and other stakeholders navigate education and employment pathways while preserving existing systems of record. Offerors should demonstrate an understanding of the FYF Portal as a complex statewide experience layer, and not merely as a basic website, job board, or content repository.

Contract Type This is a firm fixed price contract as specified below.

Relationship Of Using Governmental Units (Jan 2006):

Each Using Governmental Unit’s obligations and liabilities are independent of every other Using Governmental Unit’s obligations and liabilities. No Using Governmental Unit shall be responsible for any other Using Governmental Unit’s act or failure to act.

Pricing Pricing for this contract is detailed on Attachments 2 and Attachment 5 which are incorporated into this Section B by reference.

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.

Technical Approach and Staffing Award of this contract is based in part on the Offeror’s technical approach and staffing commitments as reflected in its accepted final proposal. Only those portions of the Offeror’s technical approach and staffing commitments that are expressly incorporated into the final Contract shall constitute contractual obligations.

Key Personnel roles, qualifications, responsibilities, approval requirements, retention expectations, and replacement procedures are governed by Schedule A – Key Personnel, which is incorporated by reference. Other Contractor staffing roles, functions, resource commitments, and staffing requirements are governed by the applicable Statement of Work provisions, Attachment 2 – Pricing and Staffing, and other applicable Contract documents.

The Contractor’s incorporated technical approach and staffing commitments supplement and shall not supersede, reduce, or modify any requirement of the Contract unless expressly negotiated and incorporated by the Procurement Officer. Any inconsistency shall be resolved in accordance with the contract clause titled “Contract - Order of Precedence – Integration.”

DESCRIPTION/SPECIFICATIONS/STATEMENT OF WORK

Attachment C is incorporated into this Section C by reference.

PACKAGING AND MARKING

Reserved.

INSPECTION AND ACCEPTANCE

Proposed Inspection and Acceptance Terms are in Attachment E which is incorporated by reference. Except for the payment condition expressly stated below, the inspection and acceptance procedures in Attachment E represent the State’s proposed terms and may be refined through the competitive negotiation process.

The State will only make payment for a deliverable-based milestone occurring prior to complete implementation of the FYF Portal after the State has formally accepted the applicable milestone in writing.

DELIVERIES OR PERFORMANCE

F.1 Period of Performance The period of performance shall support a phased implementation model that includes clear milestone deliverables, readiness gates, written acceptance, launch stabilization, and recurring operations. All dates, term length, renewal structure, and performance periods will be finalized upon award.

The period of performance shall encompass the following phases. Each phase must include all required Service Management, Change Management, Communication Plan, security, privacy, accessibility, and operational readiness activities described in the solicitation.

F.2 Conference - Pre-Performance A pre-performance conference shall occur within thirty days of award finalization and before substantive work begins. The conference shall confirm:

· Governance structure and communication routing

· Key personnel and subcontractor roles

· State-provided resources and access requirements

· Schedule expectations and release sequencing

· Deliverable format and review timelines

· Acceptance process and readiness gates

· Security, privacy, accessibility, and consent requirements

· Integration dependencies and volatile-session data rules

· Required Service Desk and Change Management preparation F.3 Deliverables The Contractor shall submit all deliverables in editable, State-approved formats. Deliverable content and quality standards are governed by Section C.6 – Deliverables, and inspection and acceptance are governed by Section E – Inspection and Acceptance. Each deliverable shall comply with the Contractor’s accepted final proposal and this solicitation, including all applicable attachments, schedules, exhibits, and Statement of Work provisions.

Deliverables must demonstrate traceability to the solicitation requirements and to the Contractor’s proposed solution, including the technical architecture, user experience, data and integration approach, security and privacy controls, accessibility standards, AI governance commitments, Service Management model, Change Management process, communication and coordination requirements, and volatile‑session data handling rules. All deliverables shall reflect the Prime Contractor’s unified accountability model and must incorporate the operational, security, privacy, accessibility, and governance expectations established throughout the solicitation.

The table below is the authoritative Contract deliverable catalog and identifies the required deliverable IDs, phase/timing, and minimum content. Deliverables shall align with the release-designation requirements in Section C.6.1 and the State-approved release plan and shall remain consistent with the Contractor’s accepted sequencing, assumptions, dependencies, and pricing structure.

F.4 Notice Regarding Late Delivery If the Contractor anticipates a delay, it shall immediately notify the State orally and in writing, identify affected milestones, provide reasons, propose corrective action, and provide a recovery schedule. Notice does not waive State rights or remedies.

F.5 Acceptance All deliverables, milestones, releases, services, and other work products are subject to inspection and acceptance in accordance with Section E – Inspection and Acceptance.

F.6 State Property Ownership, access, licensing, and control of data, software, configurations, documentation, and other deliverables are governed by Section H.12. State acceptance confirms conformity with the Contract but does not delay or limit any ownership right that arises upon creation under Section H.12.

F.7 State Comments and/or Approvals The State may provide comments, questions, requested revisions, conditional approvals, or approvals. Work performed before receiving required State approval is at the Contractor's risk.

F.8 Key Personnel The Contractor shall provide the Key Personnel identified in Schedule A – Key Personnel. Required Key Personnel roles, minimum qualifications, responsibilities, role-combination requirements, State approval requirements, retention expectations, and replacement procedures shall be governed by Schedule A and the Contractor’s accepted final proposal.

The Contractor shall ensure that Key Personnel collectively provide the leadership, technical expertise, functional expertise, integration coordination, data, security, privacy, accessibility, user-experience, testing, change-management, training, reporting, and other capabilities necessary to perform the Contract under the Prime Contractor’s unified accountability model.

The identification of specific roles as Key Personnel does not limit the Contractor’s responsibility to provide all additional personnel required by the Contract. Contractor resource roles identified in Section C.4, including the Security & Compliance Lead, Service Manager, and other technical, operational, security, service-management, or subject-matter resources, shall be provided as necessary to satisfy the Contract but shall not be considered Key Personnel unless expressly designated as Key Personnel in Schedule A.

F.9 Agency Business Hours The State business hours are 8:30-5 Monday through Friday, noninclusive of state holidays and emergency closings as described in State Office Closings. Contractor work requiring State participation shall occur during business hours unless otherwise approved. Launch, cutover, incident response, and stabilization may require approved coverage outside normal hours.

CONTRACT ADMINISTRATION DATA

G.1 Procurement Officer's Authority / 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 government official authorized to bind the government with regard to this procurement or the resulting contract G.2 Invoicing Instructions Invoices associated with a Contract-designated deliverable-based milestone shall reference the applicable contract line item (CLIN), deliverable or milestone identifier, period of performance, and supporting documentation required by the State. For a deliverable-based milestone occurring prior to complete implementation of the FYF Portal, payment shall be made only after the State has formally accepted the applicable milestone in writing in accordance with Section E – Final Inspection and Acceptance.

Individual work products or development activities that are components of a larger Contract-designated milestone, including individual configuration, development, API, interface, integration, or testing activities, do not create a separate payment obligation unless they are separately identified as payable milestones in the Contract or applicable pricing schedule.

The applicable invoice shall identify the State acceptance date when written acceptance is required for payment. Other invoicing and payment requirements shall be governed by the Contract and Section C.13, as applicable

SPECIAL CONTRACT REQUIREMENTS

The FYF Portal contract shall include special requirements that establish program‑specific protections, obligations, and operating boundaries necessary to support statewide workforce and education coordination. These requirements supplement, and do not replace, the general terms, conditions, and performance obligations contained in the solicitation and the Contractor’s accepted final proposal. The Contractor shall comply with all such requirements for the duration of the contract.

Systems‑of‑Record Boundaries and Program Authority The FYF Portal shall operate as an experience and coordination layer and shall not replace, supersede, or alter the authority of any State‑approved system of record unless expressly authorized by the State. The Contractor shall preserve agency data ownership, program authority, source attribution, and approved handoff boundaries. All integrations, data exchanges, and workflows must respect system‑of‑record controls, partner policies, and State‑approved governance rules.

Relationship to Workforce and Education Systems The FYF Portal shall complement, not replace, existing workforce and education systems, unless expressly authorized by the State. The Contractor shall ensure that portal functionality supports approved routing, data exchange, user guidance, and service navigation without creating unauthorized duplicate labor‑exchange or eligibility‑determination functions.

Integration Capacity and Prohibition on Undisclosed Connection Charges The Contractor shall provide a solution capable of supporting State‑approved integrations, APIs, interfaces, data feeds, link‑outs, embedded handoffs, identity connections, partner connections, and source‑system connections without imposing numerical caps or separate per‑connection fees. The Contractor shall not charge additional fees for integration setup, connector enablement, partner onboarding, interface configuration, data‑feed establishment, integration testing, monitoring, or related operational support unless such fees were clearly disclosed in the Offeror’s pricing submission and expressly accepted by the State in the awarded contract. Any technical, licensing, product‑tier, API, connector, interface, partner, source‑system, data‑volume, transaction‑volume, or usage limitation not disclosed in the Offeror’s proposal shall be deemed not to apply.

Data Governance, Source Transparency, and Volatile‑Session Data Handling The Contractor shall ensure that the portal displays or maintains appropriate source, owner, refresh cadence, lineage, quality status, and limitation metadata for data presented to users. The portal shall clearly distinguish between information stored in the user’s FYF Portal profile and externally accessed information treated as volatile session‑based data. Externally accessed information shall not be stored, cached, or persisted unless expressly authorized by applicable data‑sharing agreements, user consent, policy, or legal requirements.

Privacy, Consent, and User Authorization Controls The Contractor shall implement user‑facing privacy, consent, data‑use, disconnect, withdrawal, and communication‑preference controls approved by the State. The portal shall enforce user authorization, consent requirements, policy, law, and data‑sharing limits before accessing, displaying, storing, transmitting, or using user‑entered profile information or externally accessed volatile session‑based data.

Closed‑Loop AI‑Assisted Capabilities Any AI‑assisted capability included in the Contractor’s solution shall be optional, user‑controlled, closed‑loop, transparent, auditable, explainable, and subject to State‑approved safeguards. AI‑assisted features shall operate only within approved workflows, approved data sources, consent rules, business rules, security controls, and guardrails. AI‑assisted features shall not independently store, alter, submit, transmit, or share user information without appropriate user confirmation, system authorization, and applicable policy controls.

Third‑Party Profile Integrations Any integration with third‑party profile providers (e.g., LinkedIn) shall be user‑initiated, consent‑based, and use approved authentication methods such as OAuth or OpenID Connect. The portal shall not collect third‑party passwords, scrape external content, or use unauthorized access methods.

Internship and Work‑Based Learning Board The Contractor shall ensure that the statewide internship, work‑based learning, and volunteer opportunity board remains distinct from traditional job‑board or labor‑exchange functions, unless expressly authorized by the State. The board shall include administrative review, approval, expiration, reporting, and safety/appropriateness controls consistent with State policy.

Accessibility and Language Access The Contractor shall maintain accessible user experiences, documents, forms, dashboards, and support content in accordance with State‑approved accessibility standards. The portal shall support plain‑language presentation and multilingual access where approved by the State.

Cybersecurity, Incident Response, and Auditability The Contractor shall comply with all State cybersecurity requirements, support incident response and notification, maintain audit logs, protect tokens and secrets, remediate vulnerabilities, and provide evidence for State review. The Contractor shall support State‑approved security event escalation, containment, remediation, and reporting procedures.

Transition, Data Portability, and Continuity The Contractor shall provide transition assistance, exportable data, documentation, runbooks, configuration inventories, and knowledge transfer necessary to support continuity of operations and reduce vendor lock‑in. The Contractor shall support transition activities required by the State at any point during the contract term, including those associated with contract expiration or termination.

Transfer of Operational Assets Upon Transition If this Contract expires, is terminated, or is transitioned to a successor Contractor, any equipment, tools, environments, configurations, or software components that are required to continue the operation, maintenance, or support of the FYF Portal and that were purchased with State funds or created specifically for the State under this Contract shall be transferred to the State at no additional cost. The Contractor shall provide all necessary assistance to ensure the State and any successor Contractor receive full access, control, and use of such items to maintain uninterrupted Portal operations.

Documentation, Credentials, and Administrative Access Required for Transition The Contractor shall provide the State with all documentation, administrative credentials, configuration details, environment specifications, and other operational information necessary to ensure uninterrupted operation, maintenance, and support of the FYF Portal. All such materials shall be delivered to the State at no additional cost and shall be provided in formats that allow the State and any successor Contractor to assume full operational control without dependency on the Contractor.

State Ownership and Full Access to Portal Data, Code, and Components The State retains sole and exclusive ownership of all data collected, generated, processed, stored, transmitted, or used in connection with the FYF Portal throughout the full lifecycle of this Contract. The State also retains ownership of all custom software, configurations, integrations, documentation, and other deliverables created under this Contract. Any software licenses purchased with State funds or in the State’s name shall be owned by the State. All custom software and deliverables produced under this Contract are considered work made for hire and become the property of the State upon creation.

The Contractor shall not use State data or State‑owned deliverables for any purpose other than fulfilling its obligations under this Contract. The State shall have full and unrestricted rights to use, copy, modify, reproduce, publish, distribute, and create derivative works from any deliverable, software component, documentation, training material, presentation, data model, or other work product created, developed, or delivered under this Contract. The Contractor assigns all rights, titles, and interests in such materials to the State upon creation and waives any moral rights associated with the deliverables.

The Contractor shall ensure that the State has complete and continuous access to all application code (including custom code, extensions, and configuration scripts), configuration files, data models, metadata, integration specifications, documentation, and operational tooling necessary to operate, maintain, secure, audit, or transition the solution. No portion of the FYF Portal or its components may be withheld, restricted, encrypted, licensed, or otherwise limited in a manner that prevents the State from exercising full operational control.

The Contractor shall not impose any additional licensing, access, usage, subscription, or technical restrictions beyond those explicitly approved by the State. The State shall have the ability to independently access, export, review, audit, and manage all portal data and solution components at any time, without reliance on the Contractor or any subcontractor.

Exception Disclosure and Approval Requirement During the acquisition process, any Contractor request for an exception, limitation, restriction, or deviation related to State ownership, access, licensing, or control of portal data, code, configurations, documentation, or solution components must be expressly disclosed to the State in writing and verbally in a manner that makes the requested exception unmistakably clear.

Each requested exception must:

· Be presented as a stand‑alone written statement,

· Include the exact exception language the Contractor seeks approval for, and

· Receive explicit written State approval placed immediately adjacent to the exception language.

Any exception request that is not clearly disclosed, not verbally highlighted, or not accompanied by explicit written State approval shall be deemed disapproved and shall have no force or effect in the awarded contract.

Continuity and Transition Support Upon request, the Contractor shall provide all materials necessary to ensure continuity of operations, including full code repositories, configuration inventories, runbooks, integration documentation, and data exports in State‑approved formats. These obligations apply throughout implementation, operations, and any transition or exit activities.

H.13. Contractor Reuse of Generalized Solution Components Nothing in this Contract prohibits the Contractor from using, developing, enhancing, or commercializing its pre‑existing intellectual property, proprietary tools, frameworks, methodologies, or generalized solution components that are not specific to the State and do not contain State data or State‑owned deliverables. The Contractor may provide similar solutions or services to other states, federal agencies, or private entities, provided that no State data, State‑owned software, State‑funded customizations, or confidential information is disclosed, reused, or incorporated into such solutions.

0. Contractor Certification of Rights and Third-Party Intellectual Property Claims The Contractor certifies that it possesses all legal rights, licenses, permissions, and authority necessary to use, integrate, configure, host, modify, or deliver any software, tools, code libraries, components, or other materials it employs in performing this Contract. The Contractor further certifies that all such materials, whether proprietary, open‑source, or third‑party, are used in full compliance with all applicable intellectual property laws, licensing terms, and contractual obligations.

The Contractor shall indemnify, defend, and hold harmless the State, its agencies, officers, employees, and agents from any claims, demands, actions, suits, damages, liabilities, losses, costs, or expenses arising out of or related to any allegation that the Contractor’s software, tools, components, or deliverables infringe upon, violate, or misappropriate any patent, copyright, trademark, trade secret, license right, or other intellectual property interest. This indemnification includes any claims challenging the Contractor’s ownership, licensing rights, or legal authority to use or provide any materials incorporated into the FYF Portal or delivered under this Contract.

If any such claim is asserted, the Contractor shall, at its sole cost and without interruption to Portal operations, promptly secure the right for the State to continue using the affected materials, replace the materials with non‑infringing equivalents of equal or greater functionality, or modify the materials to remove the infringement while maintaining required functionality. The Contractor shall be solely responsible for all costs associated with resolving such claims, including settlements, judgments, licensing fees, replacements, modifications, and legal expenses.

Performance Fee Reductions, Service Credits, and Other Remedies Fee reductions and service credits apply to Critical Performance Measurements and represent reductions in the price paid for diminished value, service quality, or performance. They do not limit acceptance rights, withholding, re-performance, correction at no additional cost, damages, indemnification, termination, or any other remedy available to the State.

Implementation Fee Reductions. For each Critical Implementation SLR or Quality Gate failure within a Measurement Period, the State may apply a fee reduction against the Applicable Implementation Fees as follows: first Critical failure, 5%; second Critical failure, an additional 5% for a total of 10%; third Critical failure, an additional 5% for a total of 15%; and each additional Critical failure, an additional 5%, up to a maximum of 40% of the Applicable Implementation Fees for the affected period, deliverable, phase, or release. Eight or more Critical failures in a single Measurement Period shall result in the 40% maximum fee reduction unless the State elects a greater remedy permitted by the Contract.

O&M Fee Reductions. Each Critical O&M SLR failure ordinarily results in a fee reduction equal to 2% of the Monthly Recurring Service Fee. Failure of portal availability, P1 restoration or resolution, security/privacy notification, data integrity, backup recoverability, RTO/RPO, or a Critical accessibility or closed-loop AI control ordinarily results in a fee reduction equal to 5% of the Monthly Recurring Service Fee per failure. The State may assess each separate Performance Measurement failure arising from a single event independently.

Availability and Outage Credits. For an outage or material degradation, the credit shall be no less than the greater of: (a) the applicable Critical SLR fee reduction; or (b) the prorated cost of the affected service for the duration of the outage or material degradation. Availability and outage credits are not subject to a separate per-occurrence limit. The Contractor shall automatically identify and calculate outage credits; the State is not required to submit a claim.

The aggregate cap for O&M performance fee reductions is 15% of annual recurring O&M service fees. The cap does not apply to outage credits required by the preceding paragraph, data loss or corruption, security or privacy liability, fraud, gross negligence, willful misconduct, indemnification, re-performance, rejected deliverables, amounts otherwise recoverable under the Contract, or other State remedies.

All fee reductions and credits shall be shown as separate line items on the next invoice after final measurement or on another invoice directed by the State. If no future invoice is available, the Contractor shall pay the amount to the State within 30 calendar days. The Contractor shall provide the calculation and supporting data with the invoice.

A Non-Critical failure does not ordinarily result in an immediate fee reduction; however, the Contractor shall provide a corrective-action plan when requested. Three consecutive failures of the same measure, four failures within six Measurement Periods, a repeated failure that materially affects users or State operations, or failure to implement an approved corrective action may be reclassified by the State as a Critical failure.

For survey-based Critical XLAs, a fee reduction ordinarily applies after two consecutive Measurement Periods below target, unless the result is materially below target, reflects a critical accessibility or safety barrier, or is supported by corroborating telemetry or incident evidence. This provision does not limit fee reductions for transaction-based task-success XLAs.

Failure to provide a complete and accurate required performance report or the supporting raw data by the due date constitutes a Critical Performance Measurement failure for the applicable period.

Chronic Performance Failure A chronic failure exists when the same Critical measure fails in two consecutive periods, three times in any rolling six-month period, or when related failures demonstrate a systemic inability to meet contractual performance. Chronic failure may result in enhanced reporting, additional staffing, independent assessment, a mandatory Performance Improvement Plan, increased testing, withheld acceptance, fee reductions, or other remedies, including a determination of material breach.

Administration and Modification of Performance Measurements The State may add, modify, retire, replace, reclassify, or clarify Performance Measurements, formulas, data sources, reporting requirements, Quality Gates, or journey definitions to reflect new releases, new integrations, new laws or policies, security threats, accessibility needs, operational maturity, or changing statewide priorities. Except for urgent legal, regulatory, security, privacy, safety, or continuity requirements, the State will ordinarily provide at least 90 calendar days’ notice. The State may require implementation within 60 calendar days or a shorter legally or operationally required period for urgent matters.

The Contractor may provide a written impact analysis within 10 Business Days after notice, but the analysis does not delay the effective date unless the State approves a delay. No Contractor-requested change may reduce a target, narrow a formula, add an exclusion, change a measurement source, or otherwise weaken a performance obligation without written approval from the Procurement Officer or other authorized State official.

The Contractor shall maintain a version-controlled Performance Measurement Dictionary and shall update all dashboards, reports, OLAs, underpinning agreements, monitoring rules, test scripts, and operational procedures necessary to implement approved changes. All such work is included in the awarded price unless the State expressly approves a separately priced change under the Contract.

Part 2-Contract Clauses

MANDATORY CONTRACT CLAUSES

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

AMENDMENT means a document issued to supplement the original solicitation document.

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

CLARIFICATION means any communication in which the procurement officer requests or accepts information that clarifies any information in a proposal. Clarification does not include the request for or acceptance of any change to the terms of a contractual offer.

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

COMPETITIVE RANGE means the offeror or group of offerors selected for negotiation.

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

CONTRACTOR means the Offeror receiving an award as a result of this solicitation.

COVER PAGE means the top page of the original solicitation on which the solicitation is identified by number. Offerors are cautioned that Amendments may modify information provided on the Cover Page.

DEFICIENCY means any term of an offer that does not conform to a material requirement of a solicitation. A material requirement is one that affects the price, quantity, quality, delivery, or other performance obligations of the contract.

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

NEGOTIATIONS means any communication that invites or permits an offeror to change the terms of its contractual offer in any way. Negotiation does not include communications involving (i) information that is necessary to understand an offer, but that does not change any text or graphics in the offer, (ii) information about the offeror, or (iii) any other information that will not bind the parties upon acceptance of an offer.

OFFER means those portions of a proposal that constitute a written promise or set of promises to act or refrain from acting in a specified way, so made as to manifest a commitment to be bound by those promises upon acceptance by the State. Offer does not include mere descriptions of approaches, plans, intentions, opinions, predictions, or estimates; statements that describe the Offeror’s organization or capability; or any other statements that do not make a definite and firm commitment to act or refrain from acting in a specified way.

OFFEROR means the single legal entity submitting the Proposal. See bidding provisions entitled “Signing Your Proposal” and “Proposal As Offer To Contract.”

PAGE TWO means the second page of the original solicitation, which is labeled Page Two.

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

PROPOSAL means the information submitted to the State in response to a request for proposals. The information in a proposal includes (i) the offer, (ii) information explaining the offer, (iii) information about the offeror, and (iv) any other information that is relevant to source selection decision making.

PROPOSAL REVISION is a change to a proposal made after the solicitation closing date, at the request of or as allowed by the Procurement Officer as the result of negotiations or in response to an amendment.

YOU and YOUR means Offeror.

SOLICITATION means this document, including all its parts, attachments, and any Amendments.

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

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

US or WE means the using governmental unit.

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

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

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.

Commercial Supplier Agreements – Unauthorized Obligations

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

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

Commercial Supplier Agreements – Unenforceable Clauses

(a) When any supply or service acquired under this contract is subject to a commercial supplier agreement, the following language shall be deemed incorporated into the commercial supplier agreement. As used herein, “this agreement” means the commercial supplier agreement:

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

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

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

(3) Law…