IFB 260349 - Overhead Doors and Grates_FINAL.docx

PENNSYLVANIA LIQUOR CONTROL BOARD

INVITATION FOR BID 260349

INSPECTION, MAINTENANCE AND REPAIRS OF GRATES AND ROLL-UP DOORS

OVERVIEW

The Pennsylvania Liquor Control Board (PLCB) is seeking a Contractor to provide all labor, material, supervision, tools and equipment necessary to perform maintenance, inspection, repairs and emergency service when requested on grates and roll-up doors for twenty-six (26) at the PLCB Philadelphia Distribution Center and twenty-four (24) Fine Wine & Good Spirits Stores (FWGS) located in Delaware and Montgomery Counties, and the City of Philadelphia (SEE ATTACHMENT #4 – STORE LISTING).

ISSUING OFFICE

This Invitation for Bid (IFB) is issued by the PLCB, Purchasing and Contract Administration Division, Room 312, Northwest Office Building, 910 Capital Street, Harrisburg, PA 17124-0001, telephone: (717) 787-9855; email: johallman@pa.gov. Joyce Hallman is the Issuing Officer and the sole point of contact at the PLCB for this IFB.

PLCB CONTRACTING OFFICER

The PLCB Contracting Officer is the PLCB official authorized to enter into and administer contracts and make written determinations with respect to contracts. The PLCB Contracting Officer is Melinda John, Manager, Purchasing and Contract Administration Division, Room 312, 910 Capital Street, Northwest Office Building, Harrisburg, PA 17124-0001, Email: meljohn@pa.gov.

PLCB CONTACT PERSON

The PLCB Contact Person, defined as the PLCB employee charged with the day-to-day supervision of the performance of the services at the FWGS stores and who interacts with the Contractor at the work site is Christina Handly, Regional Manager, Meeting House Business Center, 140 West Germantown Pike, Suite 200, Plymouth Meeting, PA 19462, cell phone (215) 519-8430 NOTE: The office address for Ms. Handly is temporary. Once a permanent office address is known, it will be provided to the awarded Contractor.

The PLCB Contact Person, defined as the PLCB employee charged with the day-to-day supervision of the performance at the PLCB Philadelphia Distribution Center is Jessica Rysak, Manager, 8201 Enterprise Avenue, Philadelphia, PA 19153. Phone (215) 937-1349.

NOTE: Philadelphia DC operations will be transitioning to a new location sometime between July and August 2020. Awarded Contractor will be given sufficient notice of cancellation for this location.

MANDATORY SITE VISIT

Prior to submitting a bid, all potential Contractors shall be required to visit each mandated site listed below to completely familiarize themselves with the needs and requirements of this IFB. ATTACHMENT #1 PROOF OF SITE VISIT must be signed by the party performing the site visit plus the PLCB official verifying the visit. Failure to return the signed Attachment #1 with your IFB will disqualify your bid.

Mandated Site Visits

1. Fine Wine & Good Spirits Store #5103 2238 Washington Ave Philadelphia, PA 19146 – 2815

2. Fine Wine & Good Spirits Store #2301 Lawrence Park Industrial Ctr 629 Parkway Drive Broomall, PA 19008-4206

3. Fine Wine & Good Spirits Store #9114 Adams And Tabor Ctr 730 Adams Ave Philadelphia, PA 19124-2318

ADDENDA TO THE IFB

If the Issuing Office deems it necessary to revise any part of this IFB before the bid response date, the Issuing Office will post an addendum to the DGS website at www.emarketplace.state.pa.us. It is the Contractor’s responsibility to periodically check the website for any new information or addenda to the IFB.

RESPONSE DATA

ATTACHMENT #2 – BID FORM BOP-1206 must be signed in ink by an official authorized to bind the Contractor to its provisions. Failure to sign the Bid Form BOP-1206 shall disqualify your bid immediately. For this IFB, the bid must remain valid for at least sixty (60) days. The contents of the bid of the successful Contractor will be incorporated into the contract.

Bid must be sealed and hand carried or mailed (U.S. Postal service, Fed Ex., etc.) to:

Bids must be received on or before Wednesday, January 8th - no later than 1:00 PM.

Bidders mailing bids should allow time to insure timely receipt of their bid. If a receipt is desired, send by U.S. certified or Registered mail. Bid #260349 must be on the outside of the envelope.

Faxed or emailed bids will not be accepted.

The following documents must be included with your bid. Failure to include these required documents will be considered a non-responsive bid and result in bid rejection.

COST SHEET

Complete ATTACHMENT #3 COST SHEET, in its, entirety with no variations or conditions. This cost sheet is the only acceptable cost sheet for your bid.

INSURANCE

For each year of the contract, the selected Contractor shall furnish a Certificate of Insurance indicating that the following insurance coverage is in force during the term of the contract. Documented evidence, such as a Certificate of Insurance or other proof acceptable to the PLCB that insurance will be extended to the Contractor, must accompany the bid. Such policies shall name the PLCB as an additional insured on certificates when issued and contain a provision that coverage afforded under the policies will not be canceled or changed until at least thirty (30) days prior written notice has been given to the PLCB:

a. Workers’ Compensation Insurance sufficient to cover all of the Contractor’s employees working to fulfill this contract in accordance with the Worker’s Compensation Act of 1915 and any supplements or amendments thereof.

b. Comprehensive General Liability Insurance and Property and Damage Insurance. The limits of such insurance shall be not less than $1,000,000.00 for injury to or death of one person in a single occurrence and $3,000,000.00 for injury to or death of more than one person in a single occurrence and $500,000.00 for a single occurrence of property damage.

PERFORMANCE BOND

For each year of the contract, the selected Contractor shall be required to submit a Performance Bond, or other performance guarantee acceptable to the PLCB, in the amount of ten thousand dollars ($10,000.00). Documented evidence that surety can be furnished must accompany the bid. This documented evidence is obtainable from your surety.

BID TABULATIONS RESULTS

Results of this bid will be posted within 48 hours to the DGS website at http://www.emarketplace.state.pa.us/. Bid results do not confer any contractual rights until a formal written contract has been executed by all necessary PLCB and Commonwealth officials. Any additional information will require a Right to Know request found at http://www.lcb.state.pa.us/portal/server.pt/community/bidopportunities/19114.

REJECTION OF INVITATION FOR BID QUOTES

The PLCB reserves the unqualified right to reject any and/or all bids received as a result of this IFB, to waive technical defects or any informality in bids and to accept or reject any part of any bid if, in its judgment, the best interest of the Commonwealth is thereby served.

TERM OF CONTRACT

The Contact shall commence on the Effective Date, which will be defined in the Notice to Proceed and reflects the last date on which all required Commonwealth approvals are received, and will continue for one year from the Effective Date. The PLCB reserves the right to renew this Contract for two additional one-year Option Years at its sole discretion.

TERMS AND CONDITIONS

The Contract resulting from this IFB shall be governed by the PLCB’s Standard Contract Terms and Conditions for Non-Merchandise Purchase Orders (Form 54-FA-2.0). Form 54-FA-2.0 is attached hereto as ATTACHMENT #5 - Form 54-FA-2.0 and incorporated by reference.

PRIME CONTRACTOR RESPONSIBILITY

The selected Contractor shall be required to assume responsibility for all services offered in this IFB. Further, the PLCB will consider the selected Contractor to be the sole point of contact with regard to contractual matters.

SUBCONTRACTING

Any use of subcontractors by the Contractor must be identified in the bid. During the project period, use of any subcontractors by the selected Contractor not previously identified in the bid, must be approved in writing by the PLCB prior to any work being done.

The selected prime Contractor shall be responsible for all services offered in its bid whether or not it produces them. The prime Contractor shall be the sole point of contact with regard to contractual matters.

INCURRING COST

The PLCB is not liable for any cost incurred by anyone prior to issuance of a contract. The PLCB will pay the Contractor only for services rendered at the rates stated in the contract.

OFFSET PROVISION

The Contractor agrees that the Commonwealth may set off the amount of any state tax liability or other debt or obligation to the Commonwealth or its subsidiaries that is owed to the Commonwealth and is not being contested on appeal against any payments due the Contractor under this or any other contract with the Commonwealth.

SUPPLIER REGISTRATION

The awarded supplier is required to register with PLCB’s Supplier Unit and have their information entered into PLCB’s Oracle systems database. To obtain this supplier number, the Supplier Registration Form PLCB-2348 will need to be completed and submitted in accordance with the instructions included on the form located at the following link:

https://www.lcb.pa.gov/JoinOurTeam/Pages/Contract-Opportunities.aspx After supplier registration is completed by the PLCB, access to the iSupplier Portal will be automatically granted with the ability to view purchase orders, invoices and payments online. An auto-generated email will be sent from the PLCB’s Supplier Unit granting administrator rights with logon credentials and further instructions.

It is the supplier’s responsibility to ensure that the supplier information contained in the Oracle system is accurate and complete and keep the PLCB updated with any data changes, including bank data. Failure to notify the PLCB of any changes to supplier information may result in delayed payments.

INVOICING

Upon award of the Contract, a Purchase Order (PO) will be issued. Invoices must include the PO number and all charges must be itemized, providing the description and date. Amounts charged must match the charges referenced on the IFB and the PO line item. Invoices will only be paid if record of services and/or materials provided is documented and confirmed by the PLCB. Invoices can be mailed to Comptroller Operations LCBS, PO Box 12025, Harrisburg, PA 17108-2025 or sent electronically via email to ra-plcb_invoices@pa.gov All invoices for services completed must include the following:

· Purchase order number MUST be referenced on each invoice.

· Address where work was done.

· Each rolling steel door serviced shall be identified by a pre-assigned number (stenciled on door).

· Each door serviced shall be on a separate invoice and assigned the costs on that particular door unit.

· An assessment of probable cause of problem is to be included.

· Invoice shall reflect appropriate cost breakdown as quoted on bid proposal.

· A copy of the signed work order stating what work was done.

· All parts and materials shall be listed separately with individual cost shown for each item.

STATEMENT OF WORK

INSPECTION, MAINTENANCE AND REPAIRS OF GRATES AND ROLL UP DOORS

IFB 260349

Provide all labor, material, supervision, tools and equipment necessary to perform maintenance, inspection, repairs and emergency service when requested on a total of twenty-six (26) grates and roll-up doors located at the PLCB Philadelphia Distribution Center and a total of twenty-four (24) grates and roll up doors at FWGS stores located in Delaware and Montgomery Counties and the City of Philadelphia. (SEE ATTACHMENT #4 – STORE LISTING).

DESCRIPTION OF WORK

Service to be provided shall include two (2) preventive maintenance inspections per contract year. These inspections shall be performed during the months of April and October. Inspections shall include but are not limited to:

INSPECT

· all counter balance assemblies, rollers, bearings, cables, chains, shaft, track and hardware

· all safety equipment and related controls

· all electric operators, operator bearings, disconnect linkage, ropes, chain hoist assemblies

· all end locks

ADJUST

· all spring counterbalance assemblies.

· level of door

· track spacing

· clutch, brake and limit assemblies

LUBRICATE

· counterbalance shaft bearings, rollers, hinges, chain hoists, bearings, disconnect, chains, gear reducers, pivot points

TIGHTEN

· hardware including hinges, couplings, drums, track brackets, hangers, sprockets, brake solenoids, draw-arms and hook up When major repairs are required, the Contractor shall submit to the Contact Person an estimate for Board approval prior to commencement of work.

PARTS AND MATERIALS

Parts, replacement parts and materials installed by the Contractor shall be new and warranted as new and shall be factory approved. Any parts which become faulty will be the responsibility of the Contractor for replacement at no cost to the PLCB. This replacement provision does not apply to PLCB negligence.

· Includes necessary replacement of standard parts covered under warranty

· Replacement parts not covered under warranty shall be at net cost plus mark up

HOURS OF OPERATION

Maintenance work under these specifications shall be performed during PLCB normal business hours of Monday – Friday, 7:30 AM to 5:00 PM unless otherwise requested by the PLCB contact person with minimal interference with store or warehouse operations.

· Refer to http://finewineandgoodspirits.com for store hours. Click on LOCATE STORE at the top of the page.

SERVICE CALLS

All emergency service calls for repair work, as determined by the PLCB, shall be responded to as soon as possible but within two (2) hours of initial notification.

Non-emergency service calls shall be responded to within twenty-four (24) hours after initial notification.

All other service calls shall be scheduled by the PLCB contact person or his/her designated representative.

INSPECTION/PREVENTATIVE MAINTENANCE/TESTING

All work and material shall be at all times subject to the inspection of an authorized PLCB representative. If the work proves unsatisfactory, all costs for correcting the problem shall be at the expense of the Contractor and must be rectified immediately.

LOCAL CONDITIONS COVERING WORK

The Contractor shall cooperate with the Contact Person and/or his/her designated representative(s) when scheduling repair work to minimize interference with normal store or warehouse operations. Storing of supplies or any equipment on PLCB premises is not permitted. The Contractor shall repair any and all damage he may cause to the building or property to the full satisfaction of the Contact Person at no cost to the PLCB.

RECORDS REQUIRED

At the time of each visit, a work order slip shall be prepared by the Contractor and shall be presented to the Store Manager or Distribution Center Manager for certification that service was properly rendered. A copy of the work order slip shall be left with the Manager. The Contractor shall attach the original signed slips to the invoice submitted as proof of service.

OTHER CONDITIONS

The PLCB reserves the right to add or delete equipment and locations during the term of the contract at the same rates, terms and conditions.

ATTACHMENT #1

PROOF OF SITE VISIT

IFB 260349

Contractor’s Name and Address

By submitting this completed form, I verify that I visited the Project site and reviewed the work to be completed prior to submitting this bid.

Contractor Representatives Signature

Title

ESCORTED BY:

PLCB Facility Representatives Signature

Title

Date Escorted

ATTACHMENT #2

BID FORM BOP-1206

INVITATION FOR BID 260349

ATTACHMENT #4

STORE LISTING

INSPECTION, MAINTENANCE AND REPAIRS OF GRATES AND ROLL UP DOORS

IFB 260349

Distribution Center Manager - Region 1 8201 Enterprise Ave. Philadelphia, PA 19153-3896

Phone: (215) 937-1349 Fax: (215) 937-1353

Licensee Service Center 2301 District 1-05 Lawrence Park Industrial Ctr 629 Parkway Drive Broomall, PA 19008 - 4206

Phone: (610) 338 - 2280 Fax: (610) 338 – 2285

Fine Wine & Good Spirits 2312 District 1-05 920 E Baltimore Ave Lansdowne, PA 19050 - 2702

Phone: (610) 284 - 7842

Fine Wine & Good Spirits 4614 District 1-06 119 West City Ave Bala Cynwyd, PA 19004 - 3104

Phone: (610) 660 - 6443 Fax: (610) 660 - 6446

Fine Wine & Good Spirits 4634 District 1-07 2014 Old Arch Rd, Store 4 Norristown, PA 19401 - 2048

Phone: (610) 270 - 1136

Fine Wine & Good Spirits 4640 District 1-07 8156 Ogontz Ave Wyncote, PA 19095 - 2909

Phone: (215) 517 – 2996

Fine Wine & Good Spirits 5101 District 1-03 135 W Chelten Ave Philadelphia, PA 19144 - 3301

Phone: (215) 842 – 4759

Licensee Service Center 5103 District 1-01 2238 Washington Ave Philadelphia, PA 19146 - 2815

Phone: (215) 560 - 4265 Fax: (215) 560 – 2569

Fine Wine & Good Spirits 5108 District 1-03 3250 N Broad St Philadelphia, PA 19140 - 5008

Phone: (215) 228 - 1872

Fine Wine & Good Spirits 5111 District 1-03 3720 Main St Philadelphia, PA 19127 - 2108

Phone: (215) 482 – 9729

Fine Wine & Good Spirits 5129 District 1-01 1446 Point Breeze Ave Philadelphia, PA 19146 - 4522

Phone: (215) 952 – 1032

Fine Wine & Good Spirits 5132 District 1-03 4229 N Broad St Philadelphia, PA 19140 - 3019

Phone: (215) 456 - 2100 Fax: (215) 456 – 2101

Fine Wine & Good Spirits 5135 District 1-03 5101 Lancaster Ave Philadelphia, PA 19131 - 4627

Phone: (215) 452 – 5138

Fine Wine & Good Spirits 5141 District 1-03 4906-4908 Baltimore Ave Philadelphia, PA 19143 - 3301

Phone: (215) 726 - 4046 Fax: (215) 726 – 4048

Fine Wine & Good Spirits 5142 District 1-02 Plaza Americana 2717 N American St Philadelphia, PA 19133 - 3532

Phone: (215) 560 - 4405 Fax: (215) 560 – 2605

Fine Wine & Good Spirits 5143 District 1-01 2429 South St Philadelphia, PA 19146 - 1035

Phone: (215) 731 – 2080

Fine Wine & Good Spirits 5145 District 1-02 5235 Frankford Ave Philadelphia, PA 19124 - 1924

Phone: (215) 537 – 8107

Fine Wine & Good Spirits 5153 District 1-03 2115 N 22nd St Philadelphia, PA 19121 - 1401

Phone: (215) 978 – 2536

Fine Wine & Good Spirits 5169 District 1-01 1935 Fairmount Ave Philadelphia, PA 19130 - 2028

Phone: (215) 560 - 6915 Fax: (215) 560 – 2386

Fine Wine & Good Spirits 5173 District 1-03 Woodland Village Plz 6036 Woodland Ave Philadelphia, PA 19142 - 3223

Phone: (215) 726 - 4650

Fine Wine & Good Spirits 5189 District 1-01 2807 S Front St Philadelphia, PA 19148 - 4837

Phone: (215) 952 – 1000

Fine Wine & Good Spirits 5190 District 1-03 7161 Ogontz Ave Philadelphia, PA 19138 - 2015

Phone: (215) 276 – 6380

Fine Wine & Good Spirits 5191 District 1-01 2401 Vare Ave Philadelphia, PA 19145 - 4120

Phone: (215) 952 - 1022

Fine Wine & Good Spirits 5198 District 1-03 Freedom Sq 5113 Germantown Ave Philadelphia, PA 19144 - 2326

Phone: (215) 842 - 5920

Fine Wine & Good Spirits 9114 District 1-02 Adams And Tabor Ctr 730 Adams Ave Philadelphia, PA 19124 - 2318

Phone: (215) 537 – 2518

ATTACHMENT #5

PENNSYLVANIA LIQUOR CONTROL BOARD

STANDARD CONTRACT TERMS AND CONDITIONS FOR NON-MERCHANDISE PURCHASE ORDERS

Form 54-FA-2.0

1. TERM OF CONTRACT

The term of the Contract shall commence on the Effective Date (as defined below) and shall end on the Expiration Date identified in the Contract, subject to the other provisions of the Contract. The Effective Date shall be after the Contract has been fully executed by the Contractor and by the Commonwealth and all approvals required by Commonwealth contracting procedures have been obtained. The Contract shall not be a legally binding contract until after Contractor is issued a Notice to Proceed directing the Contractor to start performance on a date which is on or after the Effective Date. The Contractor shall not start the performance of any work prior to the date set forth in the Notice to Proceed and the Board shall not be liable to pay the Contractor for any service or work performed or expenses incurred before the date set forth in the Notice to Proceed. No agency employee has the authority to verbally direct the commencement of any work under this Contract.

1. EXTENSION OF CONTRACT TERM

The PLCB reserves the right, upon notice to the Contractor, to extend the term of the Contract for up to 3 months upon the same terms and conditions.

1. DEFINITIONS

As used in this Contract, these words shall have the following meanings:

1. Agency: The Pennsylvania Liquor Control Board (“PLCB”).

1. Contracting Officer: The person authorized to administer this Contract for the PLCB and to make written determinations with respect to the Contract.

1. Days: Unless specifically indicated otherwise, days mean calendar days.

1. Developed Works or Developed Materials: All documents, sketches, drawings, designs, works, papers, files, reports, computer programs, computer documentation, data, records, software, samples or any other tangible material without limitation authored or prepared by Contractor as the work product covered in the scope of work for the Project.

1. Documentation: All materials required to support and convey information about the services required by this Contract. It includes, but is not necessarily restricted to, written reports and analyses, diagrams, maps, logical and physical designs, system designs, computer programs, flow charts, disks, and/or other machine-readable storage media.

1. Services: All Contractor activity necessary to satisfy the Contract.

1. INDEPENDENT PRIME CONTRACTOR

In performing its obligations under the Contract, the Contractor will act as an independent contractor and not as an employee or agent of the Commonwealth. The Contractor will be responsible for all services in this Contract whether or not Contractor provides them directly. Further, the Contractor is the sole point of contact with regard to all contractual matters, including payment of any and all charges resulting from the Contract.

1. DELIVERY

1. Supplies Delivery: All item(s) shall be delivered F.O.B. Destination. The Contractor agrees to bear the risk of loss, injury, or destruction of the item(s) ordered prior to receipt of the items by the PLCB. Such loss, injury, or destruction shall not release the Contractor from any contractual obligations. Except as otherwise provided in this contract, all item(s) must be delivered within the time period specified. Time is of the essence and, in addition to any other remedies, the Contract is subject to termination for failure to deliver as specified. Unless otherwise stated in this Contract, delivery must be made within 30 days after the Effective Date.

1. Delivery of Services: The Contractor shall proceed with all due diligence in the performance of the services with qualified personnel, in accordance with the completion criteria set forth in the Contract.

1. ESTIMATED QUANTITIES

It shall be understood and agreed that any quantities listed in the Contract are estimated only and may be increased or decreased in accordance with the actual requirements of the PLCB and that the PLCB in accepting any bid or portion thereof, contracts only and agrees to purchase only the materials and services in such quantities as represent the actual requirements of the PLCB. The PLCB reserves the right to purchase materials and services covered under the Contract through a separate competitive procurement procedure, whenever the PLCB deems it to be in its best interest.

1. WARRANTY

The Contractor warrants that all items furnished, and all services performed by the Contractor, its agents and subcontractors shall be free and clear of any defects in workmanship or materials. Unless otherwise stated in the Contract, all items are warranted for a period of one year following delivery by the Contractor and acceptance by the PLCB. The Contractor shall repair, replace or otherwise correct any problem with the delivered item. When an item is replaced, it shall be replaced with an item of equivalent or superior quality without any additional cost to the PLCB.

1. PATENT, COPYRIGHT, AND TRADEMARK INDEMNITY

The Contractor warrants that it is the sole owner or author of, or has entered into a suitable legal agreement concerning either: a) the design of any product or process provided or used in the performance of the Contract which is covered by a patent, copyright, or trademark registration or other right duly authorized by state or federal law or b) any copyrighted matter in any report document or other material provided to the PLCB under the contract. The Contractor shall defend any suit or proceeding brought against the PLCB on account of any alleged patent, copyright or trademark infringement in the United States of any of the products provided or used in the performance of the Contract. This is upon condition that the PLCB shall provide prompt notification in writing of such suit or proceeding; full right, authorization and opportunity to conduct the defense thereof; and full information and all reasonable cooperation for the defense of same.

As principles of governmental or public law are involved, the PLCB may participate in or choose to conduct, in its sole discretion, the defense of any such action. If information and assistance are furnished by the PLCB at the Contractor’s written request, it shall be at the Contractor’s expense, but the responsibility for such expense shall be only that within the Contractor’s written authorization.

The Contractor shall indemnify and hold the PLCB harmless from all damages, costs, and expenses, including attorney’s fees that the Contractor or the PLCB may pay or incur by reason of any infringement or violation of the rights occurring to any holder of copyright, trademark, or patent interests and rights in any products provided or used in the performance of the Contract. If any of the products provided by the Contractor in such suit or proceeding are held to constitute infringement and the use is enjoined, the Contractor shall, at its own expense and at its option, either procure the right to continue use of such infringement products, replace them with noninfringement equal performance products or modify them so that they are no longer infringing.

If the Contractor is unable to do any of the preceding, the Contractor agrees to remove all the equipment or software which are obtained contemporaneously with the infringing product, or, at the option of the PLCB, only those items of equipment or software which are held to be infringing, and to pay the PLCB: 1) any amounts paid by the PLCB towards the purchase of the product, less straight line depreciation; 2) any license fee paid by the PLCB for the use of any software, less an amount for the period of usage; and 3) the pro rata portion of any maintenance fee representing the time remaining in any period of maintenance paid for. The obligations of the Contractor under this paragraph continue without time limit. No costs or expenses shall be incurred for the account of the Contractor without its written consent.

1. OWNERSHIP RIGHTS

The PLCB shall have unrestricted authority to reproduce, distribute, and use any submitted report, data, or material, and any software or modifications and any associated documentation that is designed or developed and delivered to the PLCB as part of the performance of the Contract.

1. ACCEPTANCE

No item(s) received by the PLCB shall be deemed accepted until the PLCB has had a reasonable opportunity to inspect the item(s). Any item(s) which is discovered to be defective or fails to conform to the specifications may be rejected upon initial inspection or at any later time if the defects contained in the item(s) or the noncompliance with the specifications were not reasonably ascertainable upon the initial inspection. It shall thereupon become the duty of the Contractor to remove rejected item(s) from the premises without expense to the PLCB within 15 days after notification.

Rejected item(s) left longer than 15 days will be regarded as abandoned, and the PLCB shall have the right to dispose of them as its own property and shall retain that portion of the proceeds of any sale which represents the PLCB’s costs and expenses in regard to the storage and sale of the item(s). Upon notice of rejection, the Contractor shall immediately replace all such rejected item(s) with others conforming to the specifications and which are not defective. If the Contractor fails, neglects or refuses to do so, the PLCB shall then have the right to procure a corresponding quantity of such item(s), and deduct from any monies due or that may thereafter become due to the Contractor, the difference between the price stated in the Contract and the cost thereof to the PLCB.

1. PRODUCT CONFORMANCE

The PLCB reserves the right to require any and all Contractors to:

1. Provide certified data from laboratory testing performed by the Contractor, or performed by an independent laboratory, as specified by the PLCB.

1. Supply published manufacturer product documentation.

1. Permit a PLCB representative to witness testing at the Contractor's location or at an independent laboratory.

1. Complete a survey/questionnaire relating to the bid requirements and specifications.

1. Provide customer references.

1. Provide a product demonstration at a location near Harrisburg or the using agency location.

1. REJECTED MATERIAL NOT CONSIDERED ABANDONED

The PLCB shall have the right to not regard any rejected material as abandoned and to demand that the Contractor remove the rejected material from the premises within thirty (30) days of notification. The Contractor shall be responsible for removal of the rejected material as well as proper clean-up. If the Contractor fails or refuses to remove the rejected material as demanded by the PLCB, the PLCB may seek payment from, or set-off from any payments due to the Contractor under this or any other Contract with the PLCB, the costs of removal and clean-up. This is in addition to all other rights to recover costs incurred by the PLCB.

1. COMPLIANCE WITH LAW

The Contractor shall comply with all applicable federal and state laws and regulations and local ordinances in the performance of the Contract.

1. ENVIRONMENTAL PROVISIONS

In the performance of the Contract, the Contractor shall minimize pollution and shall strictly comply with all applicable environmental laws and regulations, including, but not limited to, the Clean Streams Law Act of June 22, 1937 (P.L. 1987, No. 394), as amended 35 P.S. § 691.601 et seq.; the Pennsylvania Solid Waste Management Act, Act of July 7, 1980 (P.L. 380, No. 97), as amended, 35 P.S. § 6018.101 et seq.; and the Dam Safety and Encroachment Act, Act of November 26, 1978 (P.L. 1375, No. 325), as amended, 32 P.S. § 693.1.

1. POST-CONSUMER RECYCLED CONTENT

1. Except as specifically waived by the Department of General Services in writing, any products which are provided to the PLCB as a part of the performance of the Contract must meet the minimum percentage levels for total recycled content as specified on the Department of General Services website at www.dgs.state.pa.us on the date of submission of the bid, proposal or contract offer.

1. Recycled Content Enforcement: The Contractor may be required, after delivery of the Contract item(s), to provide the PLCB with documentary evidence that the item(s) was in fact produced with the required minimum percentage of post-consumer and recovered material content.

1. COMPENSATION

1. Compensation for Supplies: The Contractor shall be required to furnish the awarded item(s) at the price(s) quoted in the Contract. All item(s) shall be delivered within the time period(s) specified in the Contract. The Contractor shall be compensated only for item(s) that are delivered and accepted by the PLCB.

1. Compensation for Services: The Contractor shall be required to perform the specified services at the price(s) quoted in the Contract. All services shall be performed within the time period(s) specified in the Contract. The Contractor shall be compensated only for work performed to the satisfaction of the PLCB. The Contractor shall not be allowed or paid travel or per diem expenses except as specifically set forth in the Contract.

1. BILLING REQUIREMENTS

Unless the Contractor has been authorized by the PLCB for Evaluated Receipt Settlement or Vendor Self-Invoicing, the Contractor shall include in all of its invoices the following minimum information:

1. Vendor name and "Remit to" address, including Oracle Vendor number;

1. Bank routing information, if ACH;

1. Oracle Purchase Order number;

1. Ship To Address, including name of PLCB location;

1. Description of the supplies/services delivered in accordance with Oracle Purchase Order (include purchase order line number if possible);

1. Quantity provided;

1. Unit price;

1. Price extension;

1. Total price; and

1. Delivery date of supplies or services.

If an invoice does not contain the minimum information set forth in this paragraph, the PLCB may return the invoice as improper. If the PLCB returns an invoice as improper, the time for processing a payment will be suspended until the PLCB receives a correct invoice. The Contractor may not receive payment until the PLCB has received a correct invoice.

Contractors are required to establish separate billing accounts with each using agency and invoice them directly. Each invoice shall be itemized with adequate detail and match the line item on the Purchase Order. In no instance shall any payment be made for services to the Contractor that are not in accordance with the prices on the Purchase Order, the Contract, updated price lists or any discounts negotiated by the purchasing agency.

1. PAYMENT

1. The PLCB shall put forth reasonable efforts to make payment by the required payment date. The required payment date is: (a) the date on which payment is due under the terms of the Contract; (b) 30 days after a proper invoice actually is received at the “Bill To” address if a date on which payment is due is not specified in the Contract (a “proper” invoice is not received until the PLCB accepts the service as satisfactorily performed); or (c) the payment date specified on the invoice if later than the dates established by (a) and (b) above.

Payment may be delayed if the payment amount on an invoice is not based upon the price(s) as stated in the Contract. If any payment is not made within 15 days after the required payment date, the PLCB may pay interest as determined by the Secretary of Budget in accordance with Act No. 266 of 1982 and regulations promulgated pursuant thereto.

Payment should not be construed by the Contractor as acceptance of the service performed by the Contractor. The PLCB reserves the right to conduct further testing and inspection after payment, but within a reasonable time after performance, and to reject the service if such post payment testing or inspection discloses a defect or a failure to meet specifications. The Contractor agrees that the PLCB may set off the amount of any state tax liability or other obligation of the Contractor or its subsidiaries to the PLCB against any payments due the Contractor under any contract with the PLCB.

1. The PLCB shall have the option of using the Commonwealth purchasing card to make purchases under the Contract or Purchase Order. The Commonwealth’s purchasing card is similar to a credit card in that there will be a small fee which the Contractor will be required to pay, and the Contractor will receive payment directly from the card issuer rather than the PLCB. Any and all fees related to this type of payment are the responsibility of the Contractor. In no case will the PLCB allow increases in prices to offset credit card fees paid by the Contractor or any other charges incurred by the Contractor, unless specifically stated in the terms of the Contract or Purchase Order.

1. The PLCB will make contract payments through Automated Clearing House (ACH).

2. Within 10 days of award of the contract or purchase order, the contractor must submit or must have already submitted their ACH information within their user profile in the PLCB’s procurement system (Oracle).

2. The contractor must submit a unique invoice number with each invoice submitted. The unique invoice number will be listed on the PLCB’s ACH remittance advice to enable the contractor to properly apply the state agency’s payment to the invoice submitted.

2. It is the responsibility of the contractor to ensure that the ACH information contained in Oracle is accurate and complete. Failure to maintain accurate and complete information may result in delays in payments.

1. TAXES

The PLCB is exempt from all excise taxes imposed by the Internal Revenue Service and has accordingly registered with the Internal Revenue Service to make tax free purchases under Registration No. 23740001-K. With the exception of purchases of the following items, no exemption certificates are required, and none will be issued: undyed diesel fuel, tires, trucks, gas guzzler emergency vehicles, and sports fishing equipment.

The PLCB is also exempt from Pennsylvania state sales tax, local sales tax, public transportation assistance taxes and fees and vehicle rental tax. The Department of Revenue regulations provide that exemption certificates are not required for sales made to governmental entities and none will be issued. Nothing in this paragraph is meant to exempt a construction contractor from the payment of any of these taxes or fees which are required to be paid with respect to the purchase, use, rental, or lease of tangible personal property or taxable services used or transferred in connection with the performance of a construction contract.

1. ASSIGNMENT OF ANTITRUST CLAIMS

The Contractor and the PLCB recognize that in actual economic practice, overcharges by the Contractor’s suppliers resulting from violations of state or federal antitrust laws are in fact borne by the PLCB. As part of the consideration for the award of the Contract, and intending to be legally bound, the Contractor assigns to the PLCB all right, title and interest in and to any claims the Contractor now has, or may acquire, under state or federal antitrust laws relating to the products and services which are the subject of this Contract.

1. HOLD HARMLESS PROVISION

1. The Contractor shall hold the PLCB harmless from and indemnify the PLCB against any and all third-party claims, demands and actions based upon or arising out of any activities performed by the Contractor and its employees and agents under this Contract, provided the PLCB gives Contractor prompt notice of any such claim of which it learns. Pursuant to the Commonwealth Attorneys Act (71 P.S. Section 732-101, et seq.), the Office of Attorney General (OAG) has the sole authority to represent the Commonwealth in actions brought against the Commonwealth. The OAG may, however, in its sole discretion and under such terms as it deems appropriate, delegate its right of defense. If OAG delegates the defense to the Contractor, the Commonwealth will cooperate with all reasonable requests of Contractor made in the defense of such suits.

1. Notwithstanding the above, neither party shall enter into any settlement without the other party's written consent, which shall not be unreasonably withheld. The PLCB may, in its sole discretion, allow the Contractor to control the defense and any related settlement negotiations.

1. AUDIT PROVISIONS

The PLCB shall have the right, at reasonable times and at a site designated by the PLCB, to audit the books, documents and records of the Contractor to the extent that the books, documents and records relate to costs or pricing data for the Contract. The Contractor agrees to maintain records which will support the prices charged and costs incurred for the Contract. The Contractor shall preserve books, documents, and records that relate to costs or pricing data for the Contract for a period of 3 years from date of final payment. The Contractor shall give full and free access to all records to the PLCB and/or their authorized representatives.

1. DEFAULT

1. The PLCB may, subject to the Force Majeure provisions of this Contract, and in addition to its other rights under the Contract, declare the Contractor in default by written notice thereof to the Contractor, and terminate (as provided in the Termination Provisions of this Contract) the whole or any part of this Contract or any Purchase Order for any of the following reasons:

0. Failure to begin work within the time specified in the Contract or Purchase Order or as otherwise specified;

0. Failure to perform the work with sufficient labor, equipment, or material to insure the completion of the specified work in accordance with the Contract or Purchase Order terms;

0. Unsatisfactory performance of the work;

0. Failure to deliver the awarded item(s) within the time specified in the Contract or Purchase Order or as otherwise specified;

0. Improper delivery;

0. Failure to provide an item(s) which is in conformance with the specifications referenced in the Contract or Purchase Order;

0. Delivery of a defective item;

0. Failure or refusal to remove material, or remove and replace any work rejected as defective or unsatisfactory;

0. Discontinuance of work without approval;

0. Failure to resume work, which has been discontinued, within a reasonable time after notice to do so;

0. Insolvency or bankruptcy;

0. Assignment made for the benefit of creditors;

0. Failure or refusal within 10 days after written notice by the Contracting Officer, to make payment or show cause why payment should not be made, of any amounts due for materials furnished, labor supplied or performed, for equipment rentals, or for utility services rendered;

0. Failure to protect, to repair, or to make good any damage or injury to property;

0. Breach of any provision of the Contract;

0. Failure to comply with representations made in the Contractor's bid/proposal; or

0. Failure to comply with applicable industry standards, customs, and practice.

1. In the event that the PLCB terminates this Contract or any Purchase Order in whole or in part as provided in Subparagraph a. above, the PLCB may procure, upon such terms and in such manner as it determines, items similar or identical to those so terminated, and the Contractor shall be liable to the PLCB for any reasonable excess costs for such similar or identical items included within the terminated part of the Contract or Purchase Order.

1. If the Contract or a Purchase Order is terminated as provided in Subparagraph a. above, the PLCB, in addition to any other rights provided in this paragraph, may require the Contractor to transfer title and deliver immediately to the PLCB in the manner and to the extent directed by the Contracting Officer, such partially completed items, including, where applicable, reports, working papers and other documentation, as the Contractor has specifically produced or specifically acquired for the performance of such part of the Contract or Purchase Order as has been terminated.

Except as provided below, payment for completed work accepted by the PLCB shall be at the Contract price. Except as provided below, payment for partially completed items including, where applicable, reports and working papers, delivered to and accepted by the PLCB shall be in an amount agreed upon by the Contractor and Contracting Officer. The PLCB may withhold from amounts otherwise due the Contractor for such completed or partially completed works, such sum as the Contracting Officer determines to be necessary to protect the PLCB against loss.

1. The rights and remedies of the PLCB provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract.

1. The PLCB's failure to exercise any rights or remedies provided in this paragraph shall not be construed to be a waiver by the PLCB of its rights and remedies in regard to the event of default or any succeeding event of default.

1. Following exhaustion of the Contractor's administrative remedies as set forth in the Contract Controversies Provision of the Contract, the Contractor's exclusive remedy shall be to seek damages in the Board of Claims.

1. FORCE MAJEURE

Neither party will incur any liability to the other if its performance of any obligation under this Contract is prevented or delayed by causes beyond its control and without the fault or negligence of either party. Causes beyond a party’s control may include, but aren’t limited to, acts of God or war, changes in controlling law, regulations, orders or the requirements of any governmental entity, severe weather conditions, civil disorders, natural disasters, fire, epidemics and quarantines, general strikes throughout the trade, and freight embargoes.

The Contractor shall notify the PLCB orally within 5 days and in writing within 10 days of the date on which the Contractor becomes aware, or should have reasonably become aware, that such cause would prevent or delay its performance. Such notification shall (i) describe fully such cause(s) and its effect on performance, (ii) state whether performance under the contract is prevented or delayed and (iii) if performance is delayed, state a reasonable estimate of the duration of the delay. The Contractor shall have the burden of proving that such cause(s) delayed or prevented its performance despite its diligent efforts to perform and shall produce such supporting documentation as the PLCB may reasonably request. After receipt of such notification, the PLCB may elect to cancel the Contract, cancel the Purchase Order, or to extend the time for performance as reasonably necessary to compensate for the Contractor’s delay.

In the event of a declared emergency by competent governmental authorities, the PLCB by notice to the Contractor, may suspend all or a portion of the Contract or Purchase Order.

1. TERMINATION PROVISIONS

The PLCB has the right to terminate this Contract or any Purchase Order for any of the following reasons. Termination shall be effective upon written notice to the Contractor.

1. TERMINATION FOR CONVENIENCE: The PLCB shall have the right to terminate the Contract or a Purchase Order for its convenience if the PLCB determines termination to be in its best interest. The Contractor shall be paid for work satisfactorily completed prior to the effective date of the termination, but in no event shall the Contractor be entitled to recover loss of profits.

1. NON-APPROPRIATION: The PLCB’s obligation to make payments during any Commonwealth fiscal year succeeding the current fiscal year shall be subject to availability and appropriation of funds. When funds (state and/or federal) are not appropriated or otherwise made available to support continuation of performance in a subsequent fiscal year period, the PLCB shall have the right to terminate the Contract or a Purchase Order. The Contractor shall be reimbursed for the reasonable value of any nonrecurring costs incurred but not amortized in the price of the supplies or services delivered under the Contract. Such reimbursement shall not include loss of profit, loss of use of money, or administrative or overhead costs. The reimbursement amount may be paid from any appropriations available for that purpose

1. TERMINATION FOR CAUSE: The PLCB shall have the right to terminate the Contract or a Purchase Order for Contractor default under the Default Clause upon written notice to the Contractor. The PLCB shall also have the right, upon written notice to the Contractor, to terminate the Contract or a Purchase Order for other cause as specified in the Contract or by law. If it is later determined that the PLCB erred in terminating the Contract or a Purchase Order for cause, then, at the PLCB’s discretion, the Contract or Purchase Order shall be deemed to have been terminated for convenience under Subparagraph a.

1. CONTRACT CONTROVERSIES

1. In the event of a controversy or claim arising from the Contract, the Contractor must, within six months after the cause of action accrues, file a written claim with the contracting officer for a determination. The claim shall state all grounds upon which the Contractor asserts a controversy exists. If the Contractor fails to file a claim or files an untimely claim, the Contractor is deemed to have waived its right to assert a claim in any forum. At the time the claim is filed, or within 60 days thereafter, either party may request mediation through the Commonwealth Office of General Counsel Dispute Resolution Program.

1. If the Contractor or the contracting officer requests mediation and the other party agrees, the contracting officer shall promptly make arrangements for mediation. Mediation shall be scheduled so as to not delay the issuance of the final determination beyond the required 120 days after receipt of the claim if mediation is unsuccessful. If mediation is not agreed to or if resolution is not reached through mediation, the contracting officer shall review timely-filed claims and issue a final determination, in writing, regarding the claim. The final determination shall be issued within 120 days of the receipt of the claim, unless extended by consent of the contracting officer and the Contractor. The contracting officer shall send his/her written determination to the Contractor. If the contracting officer fails to issue a final determination within the 120 days (unless extended by consent of the parties), the claim shall be deemed denied.