IFB 270009 - POS REGISTERS SPECIFICATIONS - FINAL.pdf

Page 1 of 8 IFB #270009 - Point-of-Sale Registers

PENNSYLVANIA LIQUOR CONTROL BOARD

INVITATION FOR BID #270009

POINT-OF-SALE REGISTERS

OVERVIEW

The Pennsylvania Liquor Control Board (“PLCB”) is seeking a Contractor to provide various related services in regard to the purchase, assembly, storage, transport, installation, and servicing of 1,560 Toshiba TCX 810 Point-of-Sale (“POS”) registers and associated peripherals. This bid will also encompass the removal and disposal of the old register systems and peripherals.

Equipment and accessories are specified on Attachment #3 Equipment List.

ISSUING OFFICE

This Invitation for Bid (“IFB”) is issued by the PLCB, Purchasing and Contract Administration Division, Room 312, Northwest Office Building, Harrisburg, PA 17124-0001. Nicole Travis is the Issuing Officer and the sole point of contact at the PLCB for this IFB. Email: Nitravis@pa.gov.

PLCB CONTRACTING OFFICER

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

QUESTIONS

Questions regarding this IFB must be submitted via email only, with the subject line entitled “IFB #270009 Questions” to the Issuing Officer, Nicole Travis, at Nitravis@pa.gov no later than 12:00 p.m. on November 4, 2022. The bidder shall not attempt to contact the Issuing Officer by any other means.

All questions received will be answered, in writing, and such responses shall be posted to the Department of General Services (“DGS”) website at www.emarketplace.state.pa.us as an addendum to the IFB by COB on November 10, 2022.

All questions and official responses are considered an addendum to, and part of, this IFB. The PLCB shall not be bound by any verbal information, nor shall it be bound by any written information that is not either contained within the IFB or formally issued as an addendum by the Issuing Office. The Issuing Office does not consider questions to be a protest of the specifications or of the solicitation.

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 related to the IFB.

mailto:Nitravis@pa.gov mailto:Meljohn@pa.gov mailto:Nitravis@pa.gov http://www.emarketplace.state.pa.us/

Page 2 of 8 IFB #270009 - Point-of-Sale Registers

RESPONSE DATA

Contractors will submit their bids through the PLCB’s online self-service Oracle Supplier Portal (“Portal”). Attachment #1 – Bid Form BOP-1206 must be signed in ink by an official authorized to bind the Contractor to its provisions. All applicable bid documents must be uploaded to the bid.

Failure to sign the Bid Form BOP-1206 shall disqualify your bid immediately. For this IFB, the bid must remain valid for at least one year from date of contract award. The contents of the bid of the successful Contractor will be incorporated into the contract. See the Supplier Registration section below for more information on accessing the Portal and registering as a Supplier.

To be considered, submit your bid through the PLCB’s self-service Oracle Supplier Portal on or before 12:00 PM on November 30, 2022. Bids not received on time shall be rejected. ALL

BIDS MUST BE SUBMITTED THROUGH THE PORTAL. EMAIL AND HARD COPY 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.

1. Attachment #1 - BOP-1206 Referenced on Page 2

2. Authorized Manufacturer Letter, if applicable Referenced on Page 5

SAMPLE COST SHEET

Attachment #2 – Sample Cost Sheet has been attached to show potential Contractors in more detail what is required in order to submit a complete bid. Line-item pricing must be submitted through the Portal in its entirety with no variations or conditions. No other forms of pricing will be accepted.

METHOD OF AWARD

This will be a single award contract to the lowest responsive and responsible bidder that meets the requirements and criteria set forth in this IFB.

TERMS AND CONDITIONS

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

BID TABULATIONS RESULTS

Results of this bid will be posted within forty-eight (48) hours to the DGS website at http://www.emarketplace.state.pa.us/. Any additional information will require a Right to Know request found at http://www.openrecords.pa.gov/RTKL/CitizensGuide.cfm

Bid results do not confer any legal or contractual rights until a formal Notice to Proceed has been issued by the Issuing Officer.

http://www.emarketplace.state.pa.us/ http://www.openrecords.pa.gov/RTKL/CitizensGuide.cfm

Page 3 of 8 IFB #270009 - Point-of-Sale Registers

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.

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

Potential Contractor’s will be required to register in the PLCB’s online self-service Oracle Supplier Portal as a “Non-Merchandise” supplier of goods and services. Registration must be completed before a bid can be submitted or a Purchase Order (PO) can be fully executed. Information on how to register and related training can be found by clicking the link below. (Please note: A PLCB Supplier number will NOT be immediately generated upon submission of registration. The request will be processed by the LB Supplier unit within 3 – 5 business days from date received. It is recommended that potential Contractor’s allow sufficient time to register before the bid deadline).

https://www.lcb.pa.gov/JoinOurTeam/Pages/ERP-Resources-for-Goods-and-Services- Suppliers.aspx https://www.lcb.pa.gov/JoinOurTeam/Pages/ERP-Resources-for-Goods-and-Services-Suppliers.aspx

Page 4 of 8 IFB #270009 - Point-of-Sale Registers

After registration, suppliers will use the Portal to manage and update account information, upload and view invoices, view and acknowledge purchase orders and related documents, view and track payment information and status.

It is the supplier’s responsibility to ensure that the supplier information contained in the Portal is accurate and complete. Failure to update the Portal of any changes to supplier information may result in delayed payments.

INVOICING

Upon award of the Contract, a Purchase Order (PO) will be issued. Upon delivery of the items(s) or service(s), the supplier will be required to create and submit their invoice(s) via the Portal.

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.

If assistance is needed to create and submit an invoice via the Portal, please review the course on how suppliers enter an invoice in the Portal and/or Quick Reference Guide located on PLCB’s public website at the following link, https://www.lcb.pa.gov/JoinOurTeam/Pages/ERP-Resources-for-Goods-and-Services-Suppliers.aspx.

PAYMENT

The PLCB shall put forth reasonable efforts to make payment of undisputed amounts billed, less applicable credits, within 30 days of receipt of a proper invoice. A “proper” invoice is not received until it has been submitted to the Portal and the PLCB accepts the service as satisfactorily performed and goods satisfactorily received.

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

1. Within 10 days of award of the contract the Contractor must submit or must have already submitted their ACH information within their user profile in the Portal.

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 agency’s payment to the invoice submitted.

3. It is the responsibility of the Contractor to ensure that the ACH information contained in the Portal is accurate and complete. Failure to maintain accurate and complete information may result in delays in payments.

PAYMENT INQUIRIES/QUESTIONS

Any questions or inquiries concerning payment of invoices shall be emailed to Comptroller Operations at RA-PLCBExceptionprocess@pa.gov.

mailto:RA-PLCBExceptionprocess@pa.gov

Page 5 of 8 IFB #270009 - Point-of-Sale Registers

STATEMENT OF WORK

IFB #270009 - POINT-OF-SALE REGISTERS

The selected Contractor shall provide for the purchase, assembly, installation, and ongoing maintenance of Toshiba 810 POS registers (“POS”) at approximately 600 Fine Wine & Good Spirits (“FW&GS”) stores across the Commonwealth of Pennsylvania. Contractor will be expected to provide the following deliverables:

A. Purchasing of all necessary equipment.

All POS equipment offered must be in new condition. The PLCB will not accept any used or refurbished equipment.

If the Contractor submitting a bid is not the manufacturer of the proposed equipment, it must submit a Manufacturer Authorization Letter which clearly states the Contractor is authorized to provide the Original Equipment Manufacturers (“OEMs”) equipment to the PLCB for IFB #270009 for POS Registers.

The selected Contractor will provide 1,560 Toshiba TCX 810 registers with all cables and related equipment as specified on ATTACHMENT #3 EQUIPMENT LIST.

The Contractor must have sufficient parts available on hand to accommodate repairs for up to one year after installation. Procurement of parts on an as needed basis is not acceptable. Only OEM parts will be acceptable unless approved by the PLCB.

B. Storage

The selected Contractor must receive the registers and related equipment from the manufacturers. All equipment must be warehoused in a secure location protected from the elements until it has been installed successfully in the stores. The PLCB reserves the right to inspect the storage area.

The PLCB will send additional equipment which much be accompany the registers at the time of installation. The additional equipment is Zebra DS9908-DL (Part DS9908-DL00004ZZNA) register scanners and Zebra data cables - 15ft (Part CBA-U30-S15ZBR).

C. Assembly and Staging

The registers must be fully assembled prior to deployment to a Fine Wine and Good Spirits location. (SEE ATTACHMENT 5 – STORE LIST) The assembly is not to be done onsite at the PLCB stores. Partially built units are not to be taken to the store for installation.

Prior to any store installations, 30 registers are to be transported to the PLCB Central Office for use as spares and lab/test units. This delivery must be planned with the PLCB. These registers must be the first ones assembled and will be inspected for quality assurance.

The registers and Zebra scanners must be unpacked and assembled per Toshiba and PLCB’s standards. The PLCB reserves the right to inspect the assembly location of the POS registers. It is expected that assembly of the POS register to the PLCB’s standards will take approximately 2 hours.

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The selected contractor will work with PLCB IT to install the image and set up the register.

Upon completing the assembly of the registers, the serial number and MAC address must be given to the PLCB in an excel spreadsheet a week prior to the installation in the stores. The serial number and MAC address must also be notated on the unit itself.

Any damaged or missing part discovered during assembly is the responsibility of the selected Contractor to replace and correct.

D. Installation

Technicians installing and servicing the registers must have CompTIA A+ certification or college education in a relevant field. Any technician sent to a PLCB location must have passed a background check. At PLCB request, Contractor must be able to produce evidence that such background check was performed, and the results were satisfactory.

Upon contract award, the PLCB will provide detailed instructions for in-store installation, troubleshooting, remote installation/imaging, and testing. The PLCB will also demonstrate an installation if needed. PLCB will not provide any equipment necessary for installation (screw drivers, box cutters, Toshiba gold key, etc). The selected Contractor is responsible for safely transporting all equipment to the store on the day of installation, removing the old equipment, and moving the register into the proper location within the store. Once the old register is removed, but prior to the new register being placed, the technicians are to clean the area where the register resides, removing all debris and dust, use of a dust cloth is acceptable. All cables are to be hidden and clean and must be pulled through existing countertops and customer display poles.

Technicians must have a cell phone with the selected texting application loaded. Communication between the PLCB IT staff and the onsite installation technicians will be conducted via a chat/texting service primarily. If there is need for advanced troubleshooting, phones will be used.

The selected Contractor will work remotely with the PLCB IT staff during installation. If a problem arises during testing, the PLCB IT staff will work with the selected Contractor to troubleshoot the problem. Testing of the register is to be completed by store personnel with the aid of the selected Contractor. Test scripts will be given to the store manager to perform once the first register is complete. It is the responsibility of the selected Contractor to remain onsite at the store until the installation and testing is complete for each register, or they are dismissed by the PLCB.

If the PLCB deems a partially installed store cannot be completed, the selected Contractor must remove the new equipment and install the old to a working condition as determined by the PLCB.

During the installation of a multiple register store, one register must be completely installed and tested before proceeding to the remaining registers.

The installed registers are to be left in working condition with no problems. Any element of the registers found to be non-working or damaged must be repaired or replaced on the day of installation to leave the store with all functional registers. All packing materials, manuals, CDs, keys, spare parts, etc. are to be disposed of by the selected Contractor. No packaging materials will be left at the stores. The PLCB will provide an installation and testing checklist for the store manager and contractor to sign off.

E. Timing

The PLCB plans to deploy the register equipment to the stores as soon as possible after award of contract. The selected Contractor will work with the PLCB to create the schedule in order to

Page 7 of 8 IFB #270009 - Point-of-Sale Registers accommodate the availability of PLCB resources. Installation schedules will be written a month in advance but will be finalized the week prior to the installs. Once started, the installation of all registers should not go beyond five months. Installations will not be performed during the months of October, November, or December unless deemed necessary by the PLCB. Contractor must be able to conduct up to ten stores per day.

Enough registers to support the first two weeks of installation must be assembled before any installation can begin. The PLCB estimates that ten stores per week should be installed.

Installations are to be conducted during business hours (9:00 AM to 5:00 PM) and only Mondays, Tuesdays, Wednesdays, and Thursdays. Stores with only one register must be completed prior to the store opening. Multiple registers at a store can be installed concurrently so long as at least one working register is available at all times. Installations are projected to take 1 hour for the first register in a store. The PLCB reserves the right to change the time installations are conducted and may decide to extend the installations outside of normal business hours any day of the week, to accommodate the timeline.

As of June 2022 there are 600 Fine Wine and Good Spirit stores across the state. This number is subject to change. Addresses, store hours and other relevant information will be provided and updated as necessary. See ATTACHMENT #5 Store Listing.

F. Removal of Old Equipment

The selected Contractor must remove completely, the old registers and associated peripherals (customer display, customer display bracket, customer display cables, and register scanners) on the day of installing the new registers.

The hard drives must be removed from the old registers and shredded. The hard drives are not to be repurposed in any way and must be destroyed. Hard drives must be stored in a secure location pending delivery, collection, and destruction. The remaining equipment is to be disposed of by the selected Contractor in a method following local, state and federal regulations. No parts of the old registers are to remain in the stores after the installation is complete.

When the project is complete a list of all serial numbers of registers removed must be supplied to the PLCB in an excel spreadsheet. Chain of Custody documentation must be kept to account for all registers/hard drives through destruction and kept for PLCB record. ITP-SEC015 Data Cleansing Policy (pa.gov).

G. Warranty

The selected Contractor must warrant and service all equipment for no less than one year from date of installation in a PLCB site. The selected Contractor must assign all manufacturers’ equipment warranties to the PLCB for the full terms available.

H. Service

The selected Contractor must provide onsite service for all register equipment and related peripherals installed for one year, starting on the day that each register is installed. The selected Contractor must be an authorized Toshiba Warranty provider.

https://www.oa.pa.gov/Policies/Documents/itp_sec015.pdf https://www.oa.pa.gov/Policies/Documents/itp_sec015.pdf

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All service must be provided in accordance with the Service Level Agreement attached hereto as ATTACHMENT #4 Service Level Agreement.

- The ServiceNow system must be used as an interface and means for communication between the selected Contractor and the PLCB for all service calls. ServiceNow will be used to gauge times and uphold the Service Level Agreement.

- PLCB reserves the right to impose liquidated damages as set forth in Attachment 4 for failure to meet the desired service level metrics.

- Repairs are to be conducted during the business hours of the location. The business hours vary by store but are generally 9:00 AM to 10:00 PM Mondays through Saturdays and 11:00 AM to 7:00 PM Sundays. Contractor must be available during all store hours and days for both installations and repairs.

- The Contractor must have parts available to accommodate repairs; procurement of parts as needed is not acceptable. Only OEM (Original Equipment Manufacturer) parts will be acceptable unless approved by the PLCB.

- A weekly meeting is to be held with the selected Contractor and the PLCB to review any service calls or potential problems.

- If a register or peripheral is damaged by the PLCB, the PLCB is liable to the costs associated with the repairs. Service and repair still needs to be completed on the register by the selected Contractor. The selected Contractor must submit a bill to the PLCB once repairs are complete.

Pennsylvania Liquor Control Board Form 54-FA-2.0

Standard Contract Terms and Conditions for Non-Merchandise Purchase Orders

PENNSYLVANIA LIQUOR CONTROL BOARD

STANDARD CONTRACT TERMS AND CONDITIONS

FOR NON-MERCHANDISE PURCHASE ORDERS

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.

2. 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.

3. DEFINITIONS

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

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

b. Contracting Officer: The person authorized to administer this Contract for the

PLCB and to make written determinations with respect to the Contract.

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

d. 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.

e. 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.

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

4. 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.

5. DELIVERY

a. 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.

b. 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.

6. 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.

7. 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.

8. 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.

9. 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.

10. 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.

11. PRODUCT CONFORMANCE

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

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

b. Supply published manufacturer product documentation.

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

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

e. Provide customer references.

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

12. 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.

13. 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.

14. 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.

15. POST-CONSUMER RECYCLED CONTENT

a. 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.

b. 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.

16. COMPENSATION

a. 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.

b. 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.

17. 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:

file:///C:/Users/Strineer/AppData/Local/Microsoft/Windows/Temporary%20Internet%20Files/Content.Outlook/0QL9ZUYW/www.dgs.state.pa.us

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

b. Bank routing information, if ACH;

c. Oracle Purchase Order number;

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

e. Description of the supplies/services delivered in accordance with Oracle Purchase

Order (include purchase order line number if possible);

f. Quantity provided;

g. Unit price;

h. Price extension;

i. Total price; and

j. 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.

18. PAYMENT

a. 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.

b. 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.

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

1) 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.

3) 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.

19. 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.

20. 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.

21. HOLD HARMLESS PROVISION

a. 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.

b. 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.

22. 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.

23. DEFAULT

a. 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:

1) Failure to begin work within the time specified in the Contract or Purchase

Order or as otherwise specified;

2) 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;

3) Unsatisfactory performance of the work;

4) Failure to deliver the awarded item(s) within the time specified in the

Contract or Purchase Order or as otherwise specified;

5) Improper delivery;

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

7) Delivery of a defective item;

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

9) Discontinuance of work without approval;

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

11) Insolvency or bankruptcy;

12) Assignment made for the benefit of creditors;

13) 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;

14) Failure to protect, to repair, or to make good any damage or injury to property;

15) Breach of any provision of the Contract;

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

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

b. 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.

c. 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.

d. 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.

e. 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.

f. 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.

24. 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.

25. 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.

a. 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.

b. 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

c. 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.