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<br />has specifically produced or acquired for the terminated portion of this contract. Upon direction of the Procurement Officer, the
<br />Contractor shall also protect and preserve property in its possession in which the State has an interest.
<br />(f) The State shall pay contract price for completed supplies delivered and accepted. The Contractor and Procurement Officer shall agree
<br />on the amount of payment for manufacturing materials delivered and accepted and for the protection and preservation of the property; if
<br />the parties fail to agree, the Procurement Officer shall set an amount subject to the Contractor's rights under the Disputes clause. Failure
<br />to agree will be a dispute under the Disputes clause. The State may withhold from these amounts any sum the Procurement Officer
<br />determines to be necessary to protect the State against loss because of outstanding liens or claims of former lien holders.
<br />(g) If, after termination, it is determined that the Contractor was not in default, or that the default was excusable, the rights and
<br />obligations of the parties shall, if the contract contains a clause providing for termination for convenience of the State, be the same as if
<br />the termination had been issued for the convenience of the State. If, in the foregoing circumstances, this contract does not contain a
<br />clause providing for termination for convenience of the State, the contract shall be adjusted to compensate for such termination and the
<br />contract modified accordingly subject to the contractor's rights under the Disputes clause.
<br />(h) The rights and remedies of the State in this clause are in addition to any other rights and remedies provided by law or under this
<br />contract.
<br />[07-7B075-1]
<br />ESTIMATED QUANTITY --PURCHASES FROM OTHER SOURCES (JAN 2006)
<br />The state may bid separately any unusual requirements or large quantities of supplies covered by this contract. [07-7B090-1]
<br />ESTIMATED QUANTITY --UNKNOWN (JAN 2006)
<br />The total quantity of purchases of any individual item on the contract is not known. The State does not guarantee that the State will buy
<br />any specified item or total amount. The omission of an estimated purchase quantity does not indicate a lack of need but rather a lack of
<br />historical information. [07-7B095-1]
<br />INDEMNIFICATION --THIRD PARTY CLAIMS (JAN 2006)
<br />Notwithstanding any limitation in this agreement, Contractor shall defend and indemnify the State of South Carolina, its
<br />instrumentalities, agencies, departments, boards, political subdivisions and all their respective officers, agents and employees against all
<br />suits or claims of any nature (and all damages, settlement payments, attorneys' fees, costs, expenses, losses or liabilities attributable
<br />thereto) by any third party which arise out of, or result in any way from, any defect in the goods or services acquired hereunder or from
<br />any act or omission of Contractor, its subcontractors, their employees, workmen, servants or agents. Contractor shall be given written
<br />notice of any suit or claim. State shall allow Contractor to defend such claim so long as such defense is diligently and capably prosecuted
<br />through legal counsel. State shall allow Contractor to settle such suit or claim so long as (i) all settlement payments are made by (and
<br />any deferred settlement payments are the sole liability of) Contractor, and (ii) the settlement imposes no non-monetary obligation upon
<br />State. State shall not admit liability or agree to a settlement or other disposition of the suit or claim, in whole or in part, without the prior
<br />written consent of Contractor. State shall reasonably cooperate with Contractor's defense of such suit or claim. The obligations of this
<br />paragraph shall survive termination of the parties' agreement. [07-7B100-1]
<br />LICENSES AND PERMITS (JAN 2006):
<br />During the term of the contract, the Contractor shall be responsible for obtaining, and maintaining in good standing, all licenses
<br />(including professional licenses, if any), permits, inspections and related fees for each or any such licenses, permits and /or inspections
<br />required by the State, county, city or other government entity or unit to accomplish the work specified in this solicitation and the contract.
<br />PRICE ADJUSTMENTS (JAN 2006)
<br />(1) Method of Adjustment. Any adjustment in the contract price made pursuant to a clause in this contract shall be consistent with this
<br />Contract and shall be arrived at through whichever one of the following ways is the most valid approximation of the actual cost to the
<br />Contractor (including profit, if otherwise allowed):
<br />(a) by agreement on a fixed price adjustment before commencement of the pertinent performance or as soon thereafter as practicable;
<br />(b) by unit prices specified in the Contract or subsequently agreed upon;
<br />(c) by the costs attributable to the event or situation covered by the relevant clause, including profit if otherwise allowed, all as specified
<br />iu the Contract; or subsequently agreed upon;
<br />(d) in such other manner as the parties may mutually agree; or,
<br />(e) in the absence of agreement by the parties, through a unilateral initial written determination by the Procurement Officer of the costs
<br />attributable to the event or situation covered by the clause, including profit if otherwise allowed, all as computed by the Procurement
<br />Officer in accordance with generally accepted accounting principles, subject to the provisions of Title 11, Chapter 35, Article 17 of the
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<br />Attachment number 3
<br />Page 164 of 433 ,
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