RFQ0054-26 Meltwater Services Media Relations Software or Approved Equal

Solicitation Number: RFQ0054-26
Date Issued: April 23, 2026
REQUEST FOR QUOTE Procurement Officer: Toni Richardson
Phone: 843-349-3680
E-Mail Address:
toni.richardson@hgtc.edu
DESCRIPTION: Meltwater Services Media Relations Platform Software or Approved Equal
The Term "Offer" Means Your "Bid" or "Proposal"
SUBMIT OFFER BY (Opening Date/Time): May 20, 2026 at 3:00 P.M. (See "Deadline For Submission Of Offer" provision)
QUESTIONS MUST BE RECEIVED BY: May 7, 2026 by 4:00 P.M. (See "Questions From Offerors" 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.
1

I. SCOPE OF SOLICITATION
ACQUIRE SERVICES: The purpose of this solicitation is to acquire services complying with the description, specifications and conditions
listed in Section III. Scope of Work in this solicitation.
MAXIMUM CONTRACT PERIOD -- ESTIMATED: July 1, 2026 - June 30, 2029. Dates provided are estimates only. Any resulting
contract will begin on the date specified in the notice of award. See clause entitled "Term of Contract - Effective Date / Initial Contract
Period".
The three (3) year potential maximum contract period consists of a one (1) year initial term plus two (2) additional one (1) year options.
II. INSTRUCTIONS TO OFFERORS - A. GENERAL INSTRUCTIONS
AMENDMENTS TO SOLICITATION (JAN 2004)
(a) The Solicitation may be amended at any time prior to opening. All actual and prospective Offerors should monitor the following web
site for the issuance of Amendments: www.hgtc.edu/purchasing (b) Offerors shall acknowledge receipt of any amendment to this
solicitation (1) by signing and returning the amendment, (2) by identifying the amendment number and date in the space provided for
this purpose on Page Two, (3) by letter, or (4) by submitting a bid that indicates in some way that the bidder received the amendment.
(c) If this solicitation is amended, then all terms and conditions which are not modified remain unchanged. [02-2A005-1]
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 (JUL 2023)
("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 State may withhold award. Before withholding award on these grounds, the State will notify you of
the concerns and provide a reasonable opportunity for you to respond. The State 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. [02-2A047-3
DISCLOSURE OF YOUR BID / PROPOSAL and SUBMITTING CONFIDENTIAL DATA (FEB 2021)
(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 STATE 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
Page 2
A U T H O R IZ E D A G E N T (F E B 2 0 1 5 )
A ll a u th o rity re g a rd in g th is p ro c u re m e n t is v e s te d s o le ly w ith th e re s p o n s ib le P ro c u re m e n t O ffic e r. U n le s s s p e c ific a lly
d e le g a te d in w ritin g , th e P ro c u re m e n t O ffic e r is th e o n ly g o v e rn m e n t o ffic ia l a u th o riz e d to b in d th e g o v e rn m e n t w ith
re g a rd to th is p ro c u re m e n t o r th e re s u ltin g c o n tra c t. [0 2 -2 A 0 0 7 -1 ]
B ID /P R O P O S A L A S O F F E R T O C O N T R A C T (J A N 2 0 0 4 )
B y s u b m ittin g Y o u r B id o r P ro p o s a l, y o u a re o ffe rin g to e n te r in to a c o n tra c t w ith th e U s in g G o v e rn m e n ta l U n it(s ).
W ith o u t fu rth e r a c tio n b y e ith e r p a rty , a b in d in g c o n tra c t s h a ll re s u lt u p o n fin a l a w a rd . A n y a w a rd is s u e d w ill b e is s u e d
to , a n d th e c o n tra c t w ill b e fo rm e d w ith , th e e n tity id e n tifie d a s th e O ffe ro r o n th e C o v e r P a g e . A n O ffe r m a y b e
s u b m itte d b y o n ly o n e le g a l e n tity ; " jo in t b id s " a re n o t a llo w e d . [0 2 -2 A 0 1 5 -1 ]

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 State 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 State 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 State of South
Carolina, 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 State of South Carolina 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.) [02-2A125-3]
DUTY TO INQUIRE (FEB 2015)
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 State's attention. See clause entitled "Questions from Offerors." [02-2A070-2]
OMIT TAXES FROM PRICE (JAN 2004)
Do not include any sales or use taxes in your price that the State may be required to pay. [02-2A080-1]
OPEN TRADE REPRESENTATION (JUN 2015)
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. [02-2A083-1]
PROTESTS (MAY 2024)
(a) If you are aggrieved in connection with the solicitation or award of the contract, you may be entitled to protest, but only as provided in
Section 11-35-4210. To protest the solicitation or an amendment, your written protest must be received within fifteen Days of the date the
applicable solicitation document is issued. To protest an award, (i) written notice of your intent to protest must be received within seven
Business Days of the date the award notice is posted, and (ii) your actual written protest must be received within fifteen Days of the date
the award notice is posted. Time periods are computed in accordance with Section 11-35-310(13) and the definitions for Day and Business
Day. Both protests and notices of intent to protest must be received by the appropriate Chief Procurement Officer (CPO). See clause
entitled "Protest-CPO." (b) Pursuant to Section 11-35-410, documents directly connected to a procurement activity may be available
within five days after request. All document requests should be directed to the Procurement Officer listed on the front page of this
solicitation. If a protest is pending, the protestant's lawyer may access otherwise unavailable information by applying to the CPO for the
issuance of a protective order. Additional information is available at www.procurement.sc.gov/legal [02-2A085-3]
PROHIBITED COMMUNICATIONS AND DONATIONS (FEB 2015)
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
Using Governmental Unit 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 Using Governmental Unit during the period beginning eighteen months prior to
the Opening Date. [R. 19-445.2165] [02-2A087-1]
QUESTIONS FROM OFFERORS (FEB 2015)
(a) 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 via email, no later
than five (5) days prior to opening unless an earlier date is stated on the Cover Page. 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 as an Amendment to the solicitation, 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. (b) The State
seeks to permit maximum practicable competition. Offerors are urged to advise the Procurement Officer -- as soon as possible -- regarding
any aspect of this procurement, including any aspect of the Solicitation that unnecessarily or inappropriately limits full and open
competition. [See R. 19-445.2140] [02-2A095-2]
Page 3

REJECTION/CANCELLATION (JAN 2004)
The State may cancel this solicitation in whole or in part. The State may reject any or all proposals in whole or in part. [SC Code Section
11-35-1710 & R.19-445.2065] [02-2A100-1]
PROTEST - CPO - ITMO ADDRESS (MAR 2024)
Any protest must be addressed to the Chief Procurement Officer, Information Technology Management Office, and submitted in writing
(a) by email to protest-itmo@itmo.sc.gov , or
(b) by post or delivery to 1333 Main Street, Suite 700, Columbia, SC 29201.
[02-2B120-2]
UNIT PRICES REQUIRED (JAN 2006)
Unit price to be shown for each item. [02-2B170-1]
III. SCOPE OF WORK
Horry-Georgetown Technical College seeks a source to provide a subscription to the Meltwater Services Media Relations Software
Platform, or approved equal. The subscription is to include the Meltwater Services Media Relations platform, or equal, with full access
for a minimum of two (2) users.
In order to be considered as an approved equal, the following salient characteristics must be met:
A. General
1. A 100% web-based solution to include support to implement and maintain.
2. An unlimited, news monitoring service that delivers coverage electronically in real-time in all designated market areas (DMA)
including print, online, blog, TV broadcast outlets and mainstream social media channels.
3. Real-time news measurement and analysis tools that provide circulation, advertising equivalency value, prominence/impact
scoring, messaging momentum tracking, and share of voice.
4. Offer customizable online dashboards, electronic news forwards, clip books and coverage rosters news reporting.
5. A comprehensive media database at the local, regional, and national and international levels, which is updated on a daily
basis.
6. Distribution tools that allow personalized press releases to be sent directly from the online system to media lists created and
managed within the application.
7. The ability to automatically track which journalists have opened/read press releases and gauge interest levels based on their
click-through activity.
8. Custom reporting capabilities that enable fully printable and customizable analytics reports that can be incorporated into
digital presentations including graphs and charts providing real time data to be generated instantly at the department, project,
press release, publication, journalist, and individual-user levels.
9. Ability to archive news stories in their entirety for a number of years and access those stories on a regular basis for the purpose
of developing comparative reports and utilization on demand.
10. Provide a guaranteed minimum of 95% uptime policy.
B. Security
To the maximum extent possible, the following will be the minimum required for security purposes:
1. Provide a secure location for system which is monitored 24 hours by security personnel.
2. Provide a backup system on a regular and frequent basis.
3. Provide tape back-up at an offsite facility for additional security.
4. Email functions that adhere to industry regulations and best practices.
C. Technical Support / Installation
1. To include initial consultation, system setup and customization, private group training, and post-training follow-up for the
duration of the contract.
2. Unlimited access to customer support.
3. Customer support toll-free available normal business hours Monday through Friday.
4. Offeror shall provide a designated person who will work to configure the system and conduct training onsite.
ADDITIONAL CONDITION:
The College reserves the right to adjust the number of users and/or add additional software features or modules during the duration of the
contract, subject to mutual agreement by both parties and appropriate remuneration.
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 College 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 College can reasonably anticipate sufficiently similar quality, capacity, durability, performance, utility and
Page 4

productivity as provided by the specified brand. Your offer must include documents providing specifications sufficient to satisfy the listed
salient characteristics. Failure to include such documents may be reason for rejection of your bid.
***To submit a quote on a software platform other than Meltwater that meets all of the salient characteristics specified above
you must submit a request for approval via email to the Procurement Officer on or before May 7, 2026 at 2:00 P.M.***
DELIVERY / PERFORMANCE LOCATION - PURCHASE ORDER (JAN 2006)
After award, all deliveries shall be made and all services provided to the location specified by the Using Governmental Unit in its
purchase order. [03-3015-1]
Horry Georgetown Technical College
2050 Highway 501 E.
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 College 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.
IV. INFORMATION FOR OFFERORS TO SUBMIT
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 College 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
College 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 College 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."
QUALIFICATIONS - SPECIAL STANDARDS OF RESPONSIBILITY (MAR 2015):
(a) This section establishes special standards of responsibility. UNLESS YOU POSSESS THE FOLLOWING MANDATORY MINIMUM
QUALIFICATIONS, DO NOT SUBMIT AN OFFER:
* Offeror must have provided similar software to at least three (3) schools/colleges/universities within the past
three (3) years.
(b) Provide a detailed, narrative statement with adequate information to establish that you meet all the requirements stated in
subparagraph (a) above. Include all appropriate documentation. If you intend for us to consider the qualifications of your key personnel,
predecessor business(es), or subcontractor(s), explain the relationship between you and such person or entity. [R. 19-445.2125(F)]
Page 5

VI. AWARD CRITERIA
AWARD CRITERIA - BIDS (JAN 2006)
Award will be made to the lowest responsible and responsive bidder(s). [06-6020-1]
AWARD TO ONE OFFEROR (JAN 2006)
Award will be made to one Offeror. [06-6040-1]
COMPETITION FROM PUBLIC ENTITIES (JAN 2006)
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 non-governmental entities a percentage equivalent to any applicable sales or use tax. S.C. Code
Ann. Regs 117-304.1 (Supp. 2004). [06-6057-1]
UNIT PRICE GOVERNS (JAN 2006): In determining award, unit prices will govern over extended prices unless otherwise stated. [06-
6075-1]
VII. TERMS AND CONDITIONS - A. GENERAL
A. 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]
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 (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]
Page 6

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 (MAY 2024)
(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) ten days after 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. [07-7A050-2]
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]
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]
VIII. TERMS AND CONDITIONS - B. SPECIAL
CHANGES (JAN 2006)
(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 [State] 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
Page 7

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 State 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 State 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.[07-7B025-1]
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]
CONTRACT LIMITATIONS (JAN 2006)
No sales may be made pursuant to this contract for any item or service that is not expressly listed. No sales may be made pursuant to
this contract after expiration of this contract. Violation of this provision may result in termination of this contract and may subject contractor
to suspension or debarment. [07-7B045-1]
CONTRACTOR'S LIABILITY INSURANCE - GENERAL (FEB 2015)
(a) Without limiting any of the obligations or liabilities of Contractor, Contractor shall procure from a company or companies lawfully
authorized to do business in South Carolina and with a current A.M. Best rating of no less than A: VII, and maintain for the duration of the
contract, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the
performance of the work and the results of that work by the contractor, his agents, representatives, employees or subcontractors. (b)
Coverage shall be at least as broad as: (1) Commercial General Liability (CGL): Insurance Services Office (ISO) Form CG 00 01 12 07
covering CGL on an "occurrence" basis, including products- completed operations, personal and advertising injury, with limits no less
than $1,000,000 per occurrence. If a general aggregate limit applies, the general aggregate limit shall be twice the required occurrence
limit. This contract shall be considered to be an "insured contract" as defined in the policy. (2) Auto Liability: ISO Form Number CA 00 01
covering any auto (Code 1), or if Contractor has no owned autos, hired, (Code 8) and non-owned autos (Code 9), with limits no less than
$1,000,000 per accident for bodily injury and property damage. (3) Worker's Compensation: As required by the State of South Carolina,
with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. (c)
Every applicable Using Governmental Unit, and the officers, officials, employees and volunteers of any of them, must be covered as
additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Contractor
including materials, parts or equipment furnished in connection with such work or operations. General liability coverage can be provided
in the form of an endorsement to the Contractor's insurance at least as broad as ISO Form CG 20 10 11 85 or if not available, through
the addition of both CG 20 10 and CG 20 37 if a later edition is used. (d) For any claims related to this contract, the Contractor's insurance
coverage shall be primary insurance as respects the State, every applicable Using Governmental Unit, and the officers, officials,
employees and volunteers of any of them. Any insurance or self-insurance maintained by the State, every applicable Using Governmental
Unit, or the officers, officials, employees and volunteers of any of them, shall be excess of the Contractor's insurance and shall not
contribute with it. (e) Prior to commencement of the work, the Contractor shall furnish the State with original certificates and amendatory
endorsements or copies of the applicable policy language effecting coverage required by this section. All certificates are to be received
and approved by the State before work commences. However, failure to obtain the required documents prior to the work beginning shall
not waive the Contractor's obligation to provide them. The State reserves the right to require complete, certified copies of all required
insurance policies, including endorsements required by this section, at any time. (f) Should any of the above described policies be
cancelled before the expiration date thereof, notice will be delivered in accordance with the policy provisions. In addition, the Contractor
shall notify the State immediately upon receiving any information that any of the coverages required by this section are or will be changed,
cancelled, or replaced. (g) Contractor hereby grants to the State and every applicable Using Governmental Unit a waiver of any right to
subrogation which any insurer of said Contractor may acquire against the State or applicable Using Governmental Unit by virtue of the
payment of any loss under such insurance. Contractor agrees to obtain any endorsement that may be necessary to effect this waiver of
subrogation, but this provision applies regardless of whether or not the State or Using Governmental Unit has received a waiver of
subrogation endorsement from the insurer. (h) Any deductibles or self-insured retentions must be declared to and approved by the State.
The State may require the Contractor to purchase coverage with a lower deductible or retention or provide proof of ability to pay losses
and related investigations, claim administration, and defense expenses within the retention. (i) The State reserves the right to modify
these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.
[07-7B056-2]
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 and complete the work. The contractor must
act as the prime contractor and assume full responsibility for any subcontractor's performance. The contractor will be considered the
sole point of contact with regard to all situations, including payment of all charges and the meeting of all other requirements. [07-7B065-
1]
DEFAULT - SHORT FORM (FEB 2015)
The state may terminate this contract, or any part hereof, for cause in the event of any default by the contractor, or if the contractor fails
to comply with any material contract terms and conditions, or fails to provide the state, upon request, with adequate assurances of
future performance. In the event of termination for cause, the state shall not be liable to the contractor for any amount for supplies or
services not accepted, and the contractor shall be liable to the state for any and all rights and remedies provided by law. If it is
Page 8

determined that the state improperly terminated this contract for default, such termination shall be deemed a termination for
convenience. [07-7B080-2]
INDEMNIFICATION-THIRD PARTY CLAIMS - GENERAL (NOV 2011)
Notwithstanding any limitation in this agreement, and to the fullest extent permitted by law, Contractor shall defend and hold harmless
Indemnitees 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 an Indemnitee,
and whether or not such claims are made by a third party or an Indemnitee; however, if an Indemnitee's negligent act or omission is
subsequently determined to be the sole proximate cause of a suit or claim, the Indemnitee shall not be entitled to indemnification
hereunder. Contractor shall be given timely written notice of any suit or claim. Contractor's 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, "Indemnitees"
means the State of South Carolina, its instrumentalities, agencies, departments, boards, political subdivisions and all their respective
officers, agents and employees. [07-7B100-2]
INDEMNIFICATION - INTELLECTUAL PROPERTY (JAN 2006)
(a) Without limitation and notwithstanding any provision in this agreement, Contractor shall, upon receipt of notification, defend and
indemnify the State, its instrumentalities, agencies, departments, boards, political subdivisions and all their respective officers, agents
and employees against all actions, proceedings or claims of any nature (and all damages, settlement payments, attorneys' fees (including
inside counsel), costs, expenses, losses or liabilities attributable thereto) by any third party asserting or involving an IP right related to an
acquired item. State shall allow Contractor to defend such claim so long as the defense is diligently and capably prosecuted. State shall
allow Contractor to settle such claim so long as (i) all settlement payments are made by Contractor, and (ii) the settlement imposes no
non-monetary obligation upon State. State shall reasonably cooperate with Contractor's defense of such claim. (b) In the event an
injunction or order shall be obtained against State's use of any acquired item, or if in Contractor's opinion, the acquired item is likely to
become the subject of a claim of infringement or violation of an IP right, Contractor shall, without in any way limiting the foregoing, and at
its expense, either: (1) procure for State the right to continue to use, or have used, the acquired item, or (2) replace or modify the acquired
item so that it becomes non-infringing but only if the modification or replacement does not adversely affect the specifications for the
acquired item or its use by State. If neither (1) nor (2), above, is practical, State may require that Contractor remove the acquired item
from State, refund to State any charges paid by State therefor, and take all steps necessary to have State released from any further
liability. (c) Contractors obligations under this paragraph do not apply to a claim to the extent (i) that the claim is caused by Contractor's
compliance with specifications furnished by the State unless Contractor knew its compliance with the State's specifications would infringe
an IP right, or (ii) that the claim is caused by Contractor's compliance with specifications furnished by the State if the State knowingly
relied on a third party's IP right to develop the specifications provided to Contractor and failed to identify such product to Contractor. (d)
As used in this paragraph, these terms are defined as follows: "IP right(s)" means a patent, copyright, trademark, trade secret, or any
other proprietary right. "Acquired item(s)" means the rights, goods, or services furnished under this agreement. "Specification(s)" means
a detailed, exact statement of particulars such as a statement prescribing materials, dimensions, and quality of work. (e) Contractor's
obligations under this clause shall survive the termination, cancellation, rejection, or expiration of this Agreement. [07-7B103-1]
LICENSES AND PERMITS (JAN 2006)
During the term of the contract, the Contractor shall be responsible for obtaining, and maintaining in good standing, all licenses (including
professional licenses, if any), permits, inspections and related fees for each or any such licenses, permits and /or inspections required by
the State, county, city or other government entity or unit to accomplish the work specified in this solicitation and the contract. [07-7B115-
1]
MATERIAL AND WORKMANSHIP (JAN 2006)
Unless otherwise specifically provided in this contract, all equipment, material, and articles incorporated in the work covered by this
contract are to be new and of the most suitable grade for the purpose intended. [07-7B120-1]
RELATIONSHIP OF THE PARTIES (JAN 2006)
Neither party is an employee, agent, partner, or joint venturer of the other. Neither party has the right or ability to bind the other to any
agreement with a third party or to incur any obligation or liability on behalf of the other party. [07-7B205-1]
INFORMATION SECURITY - LOCATION OF DATA (FEB 2015)
Notwithstanding any other provisions, contractor is prohibited from processing, storing, transmitting, or accessing government information,
as defined in the clause titled Information Security - Definitions, outside the continental United States. For clarity, this obligation is a
material requirement of this contract and applies to subcontractors at any tier. [07-7B106-1]
RELATIONSHIP OF THE PARTIES (JAN 2006)
Neither party is an employee, agent, partner, or joint venturer of the other. Neither party has the right or ability to bind the other to any
agreement with a third party or to incur any obligation or liability on behalf of the other party. [07-7B205-1]
TERM OF CONTRACT - EFFECTIVE DATE / INITIAL CONTRACT PERIOD (JAN 2006)
The effective date of this contract is the first day of the Maximum Contract Period as specified on the final statement of award. The initial
Page 9

term of this agreement is potentially 3 years from the effective date. Regardless, this contract expires no later than the last date stated
on the final statement of award. [07-7B240-1]
TERM OF CONTRACT - OPTION TO RENEW (FEB 2021)
At the end of the initial term, and at the end of each renewal term, this contract shall automatically renew for a period of one (1) year,
unless contractor receives notice that the state elects not to renew the contract at least thirty (60) days prior to the date of renewal.
Regardless, this contract expires no later than the last date stated on the final statement of award. [07-7B245-3]
TERM OF CONTRACT - TERMINATION BY CONTRACTOR (JAN 2006)
Contractor may terminate this contract at the end of the initial term, or any renewal term, by providing the Procurement Officer notice of
its election to terminate under this clause at least days prior to the expiration of the then current term. [07-7B250-1]
TERMINATION FOR CONVENIENCE (JAN 2006)
(1) Termination. The Procurement Officer may terminate this contract in whole or in part, for the convenience of the State. The
Procurement Officer shall give written notice of the termination to the contractor specifying the part of the contract terminated and when
termination becomes effective.
(2) Contractor's Obligations. The contractor shall incur no further obligations in connection with the terminated work and on the date set
in the notice of termination the contractor will stop work to the extent specified. The contractor shall also terminate outstanding orders
and subcontracts as they relate to the terminated work. The contractor shall settle the liabilities and claims arising out of the termination
of subcontracts and orders connected with the terminated work. The Procurement Officer may direct the contractor to assign the
contractor's right, title, and interest under terminated orders or subcontracts to the State. The contractor must still complete the work
not terminated by the notice of termination and may incur obligations as are necessary to do so.
(3) Right to Supplies. The Procurement Officer may require the contractor to transfer title and deliver to the State in the manner and to
the extent directed by the Procurement Officer: (a) any completed supplies; and (b) such partially completed supplies and materials,
parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (hereinafter called "manufacturing material") as the
contractor has specifically produced or specially acquired for the performance of the terminated part of this contract. The contractor
shall, upon direction of the Procurement Officer, protect and preserve property in the possession of the contractor in which the State
has an interest. If the Procurement Officer does not exercise this right, the contractor shall use best efforts to sell such supplies and
manufacturing materials in a accordance with the standards of Uniform Commercial Code Section 2-706. Utilization of this Section in
no way implies that the State has breached the contract by exercise of the Termination for Convenience Clause.
(4) Compensation. (a) The contractor shall submit a termination claim specifying the amounts due because of the termination for
convenience together with cost or pricing data required by Section 11-35-1830 bearing on such claim. If the contractor fails to file a
termination claim within one year from the effective date of termination, the Procurement Officer may pay the contractor, if at all, an
amount set in accordance with Subparagraph (c) of this Paragraph.
(b) The Procurement Officer and the contractor may agree to a settlement and that the settlement does not exceed the total contract
price plus settlement costs reduced by payments previously made by the State, the proceeds of any sales of supplies and manufacturing
materials under Paragraph (3) of this clause, and the contract price of the work not terminated;
(c) Absent complete agreement under Subparagraph (b) of this Paragraph, the Procurement Officer shall pay the contractor the following
amounts, provided payments agreed to under Subparagraph (b) shall not duplicate payments under this Subparagraph:
(i) contract prices for supplies or services accepted under the contract;
(ii) costs reasonably incurred in performing the terminated portion of the work less amounts paid or to be paid for accepted supplies or
services;
(iii) reasonable costs of settling and paying claims arising out of the termination of subcontracts or orders pursuant to Paragraph (2) of
this clause. These costs must not include costs paid in accordance with Subparagraph (c)(ii) of this paragraph;
(iv) any other reasonable costs that have resulted from the termination. The total sum to be paid the contractor under this Subparagraph
shall not exceed the total contract price plus the reasonable settlement costs of the contractor reduced by the amount of payments
otherwise made, the proceeds of any sales of supplies and manufacturing materials under Subparagraph (b) of this Paragraph, and the
contract price of work not terminated.
(d) Contractor must demonstrate any costs claimed, agreed to, or established under Subparagraphs (b) and (c) of this Paragraph using
its standard record keeping system, provided such system is consistent with any applicable Generally Accepted Accounting Principles.
(5) Contractor's failure to include an appropriate termination for convenience clause in any subcontract shall not (i) affect the State's
right to require the termination of a subcontract, or (ii) increase the obligation of the State beyond what it would have been if the
subcontract had contained an appropriate clause.
[07-7B265-1]
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