IFB - 270768 - PLCB 2024 GIFT CARD SPEC.FINAL.pdf

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PENNSYLVANIA LIQUOR CONTROL BOARD

INVITATION FOR BID 270768

PLCB 2024 GIFT CARDS

OVERVIEW

The Pennsylvania Liquor Control Board (PLCB) is seeking a Contractor to provide eighteen different versions of branded gift cards in accordance with the specifications set forth in this Invitation for Bid (IFB). The cards will be used in over 600 Fine Wine & Good Spirits Stores.

ISSUING OFFICE

This IFB is issued by the PLCB, Purchasing and Contract Administration Division, Room 312, Northwest Office Building, 910 Capital Street, Harrisburg, PA 17124-0001. Tanya Readinger is the Issuing Officer and the sole point of contact at the PLCB for all matters regarding this IFB. Email: treadinger@pa.gov .

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 of Purchasing and Contract Administration, Room 312, Northwest Office Building, 910 Capital Street, Harrisburg, PA 17124-0001.

SUPPLIER REGISTRATION

Bidders interested in submitting a bid must do so using the PLCB’s online self-service Oracle Supplier Portal (the “Portal”), which is used to facilitate business with the PLCB. Bidders will be required to register in the Portal as a “Non-Merchandise” supplier of goods and services. During the registration process, every bidder will be required to complete a questionnaire to verify their supplier type (Merchandise or Non-Merchandise). Every bidder will also be required to enter the details of the “PLCB Purchasing team contact person”. This information can be found in the “Issuing Office” section on Page 1 of this IFB.

Registration must be completed before a bid can be submitted or a Purchase Order (PO) fully executed. Information on how to register and related training can be found by clicking the link.

(Please Note: A PLCB Supplier number will NOT be immediately generated upon submission or registration. The request will be processed within 3-5 business days from date received.) https://www.lcb.pa.gov/JoinOurTeam/Pages/ERP-Resources-for-Goods-and-Services- Suppliers.aspx

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

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

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It is the bidder’s responsibility to ensure that the 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.

QUESTIONS

Questions regarding this IFB must be submitted via email only, with the subject line entitled “IFB #270768 Questions” to the Issuing Officer, Tanya Readinger, at Treadinger@pa.gov no later than 12:00 p.m. EST on March 18th, 2024. 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 and to the Portal as an addendum to the IFB by 4:00p.m. EST on March 20th, 2024.

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.

CONTENT OF AND 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 as well as posting within the Portal. It is the bidder’s responsibility to periodically check either system for any new information or addenda to the IFB. When an addendum is posted to the Portal, bidders who have already submitted a bid will receive a system-generated email notification alerting them to the change. The bidder must log into the Portal to review and acknowledge the addendum in order to have their bid considered. Failure to review and acknowledge the addendum will be considered a non-responsive bid and result in bid rejection.

THE CONTENT OF THIS SPECIFICATION DOCUMENT AND ITS ATTACHMENTS AND

ADDENDA SUPERSEDES ANY LANGUAGE IN THE PORTAL SHOLD THERE BE A

CONFLICT. For example, if this specification contains requirements regarding bid validity or delivery date requirements, no language in the Portal (or bidder entry into the Portal, if solicited via an entry field) will change those requirements.

RESPONSE DATA

Bidders will submit their bids through the Portal. ATTACHMENT #1 – Bid Form BOP-1206 must be signed in ink by an official authorized to bind the bidder to its provisions. Failure to sign the Bid Form BOP-1206 shall disqualify your bid immediately. All applicable bid documents must be uploaded through the Portal. For this IFB, the bid must remain valid for at least sixty days.

The contents of the bid of the successful bidder will be incorporated into the contract. See the mailto:Treadinger@pa.gov http://www.emarketplace.state.pa.us/

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Supplier Registration section on Page 1 of this IFB for more information on accessing the Portal and registering as a Supplier.

To be considered, submit your bid through the Portal on or before 12:00 PM EST on Tuesday, April 2nd, 2024. 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 Bid Form Referenced on Page 2

2. ATTACHMENT #2 – GSPUR-89 Reciprocal Limitations Act Requirements

Referenced on Page 3

3. ATTACHMENT #3 – BOP-2201 Worker Protection and Investment Certification Form

Referenced on Page 3

RECIPROCAL LIMITATIONS ACT

This procurement is subject to the Reciprocal Limitations Act. Bidders must complete sections 3 and 4 of ATTACHMENT #2 – GSPUR-89 Reciprocal Limitations Act Requirements and submit with the bid.

WORKER PROTECTION AND INVESTMENT EXECUTIVE ORDER

This procurement is subject to Executive Order 2021-06 Worker Protection and Investment.

Bidders must complete ATTACHMENT #3 – BOP-2201 Worker Protection and Investment Certification Form and submit with their bid.

SAMPLE COST SHEET

ATTACHMENT #4 – Sample Cost Sheet has been attached to show bidders 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.

There is a section of the Portal to submit cost information. The Sample Cost Sheet does NOT have to be uploaded with your bid. Sample Cost Sheets will not be opened or reviewed if submitted.

For this bid, quantities in the Portal, on the specifications, and on the Sample Cost Sheet are exact.

METHOD OF AWARD

This single award contract will be awarded to the lowest responsive and responsible bidder as determined by the total cost that meets the requirements and criteria set forth in this IFB.

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BID TABULATIONS RESULTS

Results of this bid will be posted within 48 hours to the DGS website at http://www.emarketplace.state.pa.us/.

Any additional information will require a Right to Know request, instructions for which may be 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.

REJECTION OR CANCELLATION OF REQUEST FOR BIDS

The PLCB reserves the unqualified right to cancel the bid or to reject any 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.

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 AND SUBCONTRACTING

The selected bidder, as prime Contractor, shall be required to assume responsibility for all services requested in this IFB whether or not it performs them. Further, the PLCB will consider the selected bidder to be the sole point of contact with regard to contractual matters.

Any use of subcontractors by the selected Bidder must be identified in the bid.

During the contract term, use of any subcontractors by the selected bidder must be approved in writing by the PLCB prior to any work being done.

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 for services rendered only at the rates stated in the Contract and only for work performed after a Notice to Proceed is issued.

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.

http://www.openrecords.pa.gov/RTKL/CitizensGuide.cfm

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INVOICING

Upon delivery of item(s) or service(s), the Contractor will be required to create and submit their invoice(s) via the Portal. Invoices must include the PO number and all changes must be itemized, providing the description and date. Amounts charged must match the charges referenced on the IFB and 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 Contractors enter an invoice in the Portal and/or quick reference guide located on the 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).

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

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.

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 payment.

PAYMENT INQUIRES/QUESTIONS

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

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

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IFB 270768

PLCB 2024 GIFT CARDS SPECIFICAITONS

CARD MATERIAL AND THICKNESS: 30 mil PVC

CARD QUANTITY: 288,500 total. Cards are to be delivered in full to one (1) PLCB location (See “Shipping Information” on Page 10 below).

EIGHTEEN (18) FINE WINE & GOOD SPIRITS (FWGS) VERSIONS:

• PLCB #322633 – Congrats – Single Card 30,000 each @ 25 cards/pack = 1,200 total packs.

• PLCB #322635 – Birthday - Single Card 40,000 each @ 25 cards/pack = 1,600 total packs.

• PLCB #322636 – Thank You - Single Card 35,000 each @ 25 cards/pack = 1,400 total

• PLCB #322637 – FWGS Evergreen – Single Card 45,000 each @ 25 cards/pack = 1,800 total packs.

• PLCB #322638 – Congrats Hanging (COC) – Single Card 12,500 each @ 25 cards/pack = 500 total packs.

• PLCB #322639 – Perfect Match Hanging (COC) – Single Card 10,000 each @ 25 cards/pack = 400 total packs.

• PLCB #322640 – Birthday Hanging (COC) - Single Card 25,000 each @ 25 cards/pack = 1,000 total packs.

• PLCB #322641 – Thank You Hanging (COC) – Single Card 20,000 each @ 25 cards/pack =

800 total packs.

• PLCB #322642 – FWGS Evergreen Hanging (COC) – Single Card 30,000 each @ 25 cards/pack = 1,200 total packs.

• PLCB #622634 – Perfect Match - Single Card 15,000 each @ 25 cards/pack = 600 total

• PLCB #86993 – Happy Birthday $25 Hanging (COC) – Single Card 7,000 each @ 25 cards/pack = 280 total packs.

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• PLCB #86994 – Happy Birthday $50 Hanging (COC) - Single Card 4,000 each @ 25 cards/pack = 160 total packs.

• PLCB #86995 – Happy Birthday $75 Hanging (COC) - Single Card 1,000 each @ 25 cards/pack = 40 total packs.

• PLCB #86996 – Happy Birthday $100 Hanging (COC) – Single Card 1,000 each @ 25 cards/pack = 40 total packs.

• PLCB #86997 – FWGS $25 Hanging (COC) – Single Card 7,000 each @ 25 cards/pack = 280 total packs.

• PLCB #86998 – FWGS $50 Hanging (COC) - Single Card 4,000 each @ 25 cards/pack =

160 total packs.

• PLCB #86999 – FWGS $75 Hanging (COC) - Single Card 1,000 each @ 25 cards/pack = 40 total packs.

• PLCB #87000 – FWGS $100 Hanging (COC) – Single Card 1,000 each @ 25 cards/pack =

40 total packs.

FINISHED CARD SIZE: Single Card – Standard CR80 (2-1/8” x 3-3/8”)

CARD FEATURES: Finish: laminated, glossy, 2 sides.

High-Coercivity encoded 2 track magnetic swipe which meets ISO/ANSI standards.

Gift card number printed on back of card above magnetic swipe (See “Gift Card Numbering” on pages 9 and 10).

The full 19-digit card account number for each gift card in Code 128 UPC format needs to replace the existing UPC printed on back of card below magnetic swipe (see “Gift Card Numbering” on pages 9 and 10).

Back of card verbiage (See last page of artwork).

Generate a 6-digit numeric PIN number for each gift card. Contractor will securely send a CSV(comma separated value) file (or any other secure file

Page 8 of 11 - PLCB 2024 GIFT CARDS – IFB 270768 method approved by the PLCB) that lists the PIN associated with each gift card number to the PLCB.

PIN number is to be covered with a safe industry standard scratch off covering. (For placement of PIN number, please see shaded box provided on last page of artwork).

Cards designated with a hanging back (COC) shall have the cards affixed to a 3.625-inch x 5-inch cardboard backing. Cards shall be affixed with industry standard adhesive so that customer can remove card easily without damage to card artwork.

PRINTING: 4-color offset printing; 4-color process front/1 color back.

Full bleed on all 4 sides.

Inkjet imaging for variable information only.

ARTWORK: Artwork to be provided in any of the following formats:

CDR (CorelDraw 9), EPS, PS, JPG, GIF, PDF, AI (Adobe Illustrator 9.0.1).

Color values will be CMYK. Fonts will be converted to curves or provided electronically.

Artwork is done on a PC in CorelDraw9 and can be provided on a CD-R disc.

Color proof sized at 100% from a color laser printer.

PROOFS: Matchprint of each version must be provided to the PLCB Issuing Officer for approval within one (1) week of receipt of a purchase order.

PACKAGING:

• Pack = 25 cards each. Each pack must be individually shrink wrapped.

• Sleeve (standalone cards) = 20 packs of 25 cards each (500 total cards/sleeve).

• Sleeve (cards on carriers) = 10 packs of 25 cards each (250 total cards/sleeve).

• Carton (standalone cards) = Six (6) sleeves of 20 packs of 25 each (3,000 total cards/carton).

• Carton (cards on carrier) = Eight (8) sleeves of 10 packs of 25 each (2,000 total cards/carton).

Standalone cards - 3,000 cards/per carton in sequential order and sleeves of 20 packs of 25 cards each within carton. Sleeves are to be labeled with the first card number in that bundle.

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Cards on carriers – 2,000 cards/per carton in sequential orders and sleeves of 10 packs of 25 cards each within carton. Sleeves are to be labeled with the first card number in that bundle.

Cartons to be labeled as follows:

PLCB

Purchase Order Number Description 1st Card Number – Last Card Number Quantity Company Information (i.e., inventory #, job number, run date, etc.)

GIFT CARD NUMBERING:

PLCB #322633 – CONGRATS CARD STARTING WITH:

918820310000097001X to 918820310000127000X

PLCB #322635 – BIRTHDAY CARD STARTING WITH:

918820330000141301X to 918820330000181300X

PLCB #322636 – THANK YOU CARD STARTING WITH:

918820340000125201X to 918820340000160200X

PLCB #322637 – FWGS EVERGREEN CARD STARTING WITH:

918820350000150501X to 918820350000195500X

PLCB #322638 – CONGRATS HANGING (COC) CARD STARTING WITH:

918820380000043501X to 918820380000056000X

PLCB #322639 – PERFECT MATCH HANGING (COC) CARD STARTING WITH:

918820390000040501X to 918820390000050500X

PLCB #322640 – BIRTHDAY HANGING (COC) CARD STARTING WITH:

918820400000062501X to 918820400000087500X

PLCB #322641 – THANK YOU HANGING (COC) CARD STARTING WITH:

918820410000056251X to 918820410000076250X

PLCB #322642 – FWGS EVERGREEN HANGING (COC) CARD STARTING WITH:

918820420000055001X to 918820420000085000X

PLCB #622634 – PERFECT MATCH CARD STARTING WITH:

918820320000082001X to 918820320000097000X

PLCB #86993 – HAPPY BIRTHDAY $25 (COC) CARD STARTING WITH:

918828040000006051X to 918828040000013050X

PLCB #86994 – HAPPY BIRTHDAY $50 (COC) CARD STARTING WITH:

918828050000003851X to 918828050000007850X

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PLCB #86995 – HAPPY BIRTHDAY $75 (COC) CARD STARTING WITH:

918828060000000551X to 918828060000001550X

PLCB #86996 – HAPPY BIRTHDAY $100 (COC) CARD STARTING WITH:

918828070000000901X to 918828070000001900X

PLCB #86997 – FWGS $25 (COC) CARD STARTING WITH:

918828080000006051X to 918828080000013050X

PLCB #86998 – FWGS $50 (COC) CARD STARTING WITH:

918828090000003851X to 918828090000007850X

PLCB #86999 – FWGS $75 (COC) CARD STARTING WITH:

918828100000000551X to 918828100000001550X

PLCB #87000 – FWGS $100 (COC) CARD STARTING WITH:

918828110000000901X to 918828110000001900X

SHIPPING INFORMATION:

The cards shall be delivered in full to the address listed below:

PLCB E-Commerce East Greenville Business Center 668 Gravel Pike, Suite 500 East Greenville, PA 18041-2150

PRODUCTION TIME: Delivery of cards must be within four (4) weeks of final approval of artwork and proof.

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CONTRACTOR MUST AGREE TO THE FOLLOWING:

a. Prior to production, Contractor must provide sample cards for testing magnetic swipe of each version to the PLCB Issuing Officer for approval within two (2) weeks of receipt of a purchase order. PLCB written approval must be provided before order production begins. Delivery of cards must be within four (4) weeks of final approval of artwork and proof.

b. Contractor must have a quality control procedure in place to ensure accuracy and integrity during the gift card production. This quality control procedure must include scanning of cards to ensure no duplicate cards, no missing cards, and no out-of-sequence cards.

c. Contractor provides a sample and testing proof of the CVV printed on the card that is random and listed correctly on the file sent to the PLCB.

d. Contractor must upload the gift card PINs to the secure location approved by the

PLCB.

Pennsylvania Liquor Control Board Standard Contract Terms and Conditions for Non-Merchandise Purchase Orders

Form 54-FA-2.0

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:

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. 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.

26. CONTRACT CONTROVERSIES

a. 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.

b. 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…