General Terms and Conditions

VIRGINIA ALCOHOLIC BEVERAGE CONTROL AUTHORITY (VIRGINIA ABC) GENERAL TERMS AND CONDITIONS

ADVERTISING:  The Contractor shall give no indication of the sale and/or the provision of services to Virginia ABC in product literature or advertising without the advance written consent of Virginia ABC.

ANNOUNCEMENT OF AWARD:   Upon the award or the announcement of the decision to award a contract over $150,000, as a result of this solicitation, Virginia ABC will publicly post such notice on the DGS/DPS eVA website (www.eva.virginia.gov).

ANTI-DISCRIMINATION: By submitting their bids/proposals, Bidders/Offerors certify to the Commonwealth, and therefore Virginia ABC, that they will conform to the provisions of: the Federal Civil Rights Act of 1964, as amended; the Virginia Fair Employment Contracting Act of 1975, as amended, where applicable; the Virginians with Disabilities Act; the Americans with Disabilities Act.

In every contract over $10,000, the provisions below apply:

1. During the performance of this contract, the Contractor agrees as follows:
   1. The Contractor will not discriminate against any employee or applicant for employment because of race, religion, color, sex, national origin, age, disability, or any other basis prohibited by state law relating to discrimination in employment, except where there is a bona fide occupational qualification reasonably necessary to the normal operation of the Contractor. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause.
   2. The Contractor, in all solicitations and advertisements for employees placed by or on behalf of the Contractor, will state that such Contractor is an equal opportunity employer.
   3. Notices, advertisements, and solicitations placed in accordance with federal law, rule, or regulation shall be deemed sufficient for the purpose of meeting these requirements.
2. The Contractor will include these provisions in every subcontract or purchase order over $10,000, so that the provisions will be binding upon each subcontractor or vendor.

ANTITRUST:  By entering into a contract, the Contractor conveys, sells, assigns, and transfers to Virginia ABC, and therefore the Commonwealth of Virginia, all rights, title and interest in and to all causes of action it may now have or hereafter acquire under the antitrust laws of the United States and the Commonwealth of Virginia, relating to the particular goods or services purchased or acquired by Virginia ABC, and therefore the Commonwealth of Virginia, under said contract.

APPLICABLE LAWS AND COURTS:  This solicitation and any resulting contract shall be governed in all respects by the laws of the Commonwealth of Virginia and any litigation with respect thereto shall be brought in the Courts of the Commonwealth.  The Contractor shall comply with all applicable federal, state, and local laws, rules, and regulations.

ASSIGNMENT OF CONTRACT:  A contract shall not be assignable by the Contractor, in whole or in part, without the written consent of Virginia ABC.

AUTHORIZATION TO CONDUCT BUSINESS IN THE COMMONWEALTH:   A Contractor organized as a stock or nonstock corporation, limited liability company, business trust, or limited partnership or registered as a registered limited liability partnership shall be authorized to transact business in the Commonwealth as a domestic or foreign business entity if so required by Title 13.1 or Title 50 of the Code of Virginia or as otherwise required by law. Any business entity described above that enters into a contract with Virginia ABC shall not allow its existence to lapse or its certificate of authority or registration to transact business in the Commonwealth, if so required under Title 13.1 or Title 50, to be revoked or cancelled at any time during the term of the contract.  Virginia ABC may void any contract with a business entity if the business entity fails to remain in compliance with the provisions of this section.

AVAILABILITY OF FUNDS:   It is understood and agreed between the parties herein that Virginia ABC shall be bound hereunder only to the extent that the legislature has appropriated funds that are legally available or may hereafter become legally available for the purpose of this agreement.

CHANGES TO THE CONTRACT:  Changes can be made to the contract in any of the following ways:

1. The parties may agree in writing to modify the terms, conditions, or scope of the contract.  Any increase or decrease in the price of the contract resulting from such modification shall be agreed to by the parties as a part of their written agreement to modify the scope of the contract.
2. Virginia ABC may order changes within the general scope of the contract at any time by written notice to the Contractor.  Changes within the scope of the contract include, but are not limited to, things such as services to be performed, the method of packing or shipment, and the place of delivery or installation.  The Contractor shall comply with the notice upon receipt, unless the Contractor intends to claim an adjustment to compensation, schedule, or other contractual impact that would be caused by complying with such notice, in which case the Contractor shall, in writing, promptly notify Virginia ABC of the adjustment to be sought, and before proceeding to comply with the notice, shall await Virginia ABC’s written decision affirming, modifying, or revoking the prior written notice.  If Virginia ABC decides to issue a notice that requires an adjustment to compensation, the Contractor shall be compensated for any additional costs incurred as the result of such order and shall give Virginia ABC a credit for any savings.  Said compensation shall be determined by mutual agreement between the parties in writing.

CLARIFICATION OF TERMS:  If any prospective Bidder/Offeror has questions about the specifications or other solicitation documents, the prospective Bidder/Offeror should contact the Contract Officer whose name appears on the face of the solicitation no later than five (5) working days before the due date.  Any revisions to the solicitation will be made only by addendum issued by the Contract Officer.

DEBARMENT STATUS:  By participating in this procurement, the vendor certifies that they are not currently debarred by the Commonwealth of Virginia, or any public entity within the Commonwealth of Virginia, from submitting a response for the type of goods and/or services covered by this solicitation. Vendor further certifies that they are not debarred from filling any order or accepting any resulting order, or that they are an agent of any person or entity that is currently debarred by the Commonwealth of Virginia or any public entity within the Commonwealth of Virginia.

DEFAULT:  In case of failure to deliver goods or services in accordance with the contract terms and conditions, Virginia ABC, after due oral or written notice, may procure them from other sources and hold the Contractor responsible for any resulting additional purchase and administrative costs.  This remedy shall be in addition to any other remedies which Virginia ABC may have.  When repayment is requested, the Contractor will not be notified of future solicitations until repayment has occurred.  Contractors shall not be liable for any excess cost if the failure to perform arises out of any act of war, order of legal authority, strikes, act of God, or other unavoidable causes not attributed to their fault or negligence.  Failure of a Contractor’s source to deliver is generally not considered an unavoidable cause.  The burden of proof rests with the Contractor.

DRUG-FREE WORKPLACE:  Applicable for all contracts over $10,000:
During the performance of this contract, the Contractor agrees to (i) provide a drug-free workplace for the Contractor's employees; (ii) post in conspicuous places, available to employees and applicants for employment, a statement notifying employees that the unlawful manufacture, sale, distribution, dispensation, possession, or use of a controlled substance or marijuana is prohibited in the Contractor's workplace and specifying the actions that will be taken against employees for violations of such prohibition; (iii) state in all solicitations or advertisements for employees placed by or on behalf of the Contractor that the Contractor maintains a drug-free workplace; and (iv) include the provisions of the foregoing clauses in every subcontract or purchase order of over $10,000, so that the provisions will be binding upon each subcontractor or vendor.

For the purposes of this section, “drug-free workplace” means a site for the performance of work done in connection with a specific contract awarded to a Contractor, the employees of whom are prohibited from engaging in the unlawful manufacture, sale, distribution, dispensation, possession, or use of any controlled substance or marijuana during the performance of the contract.

ETHICS IN PUBLIC CONTRACTING:   By submitting their bids/proposals, Bidders/Offerors certify that their bids/proposals are made without collusion or fraud and that they have not offered or received any kickbacks or inducements from any other Bidder/Offeror, supplier, manufacturer, or subcontractor in connection with their bid/proposal, and that they have not conferred on any Virginia ABC employee having official responsibility for this procurement transaction any payment, loan, subscription, advance, deposit of money, services, or anything of more than nominal value, present or promised, unless consideration of substantially equal or greater value was exchanged.

eVA BUSINESS-TO-GOVERNMENT VENDOR REGISTRATION, CONTRACTS, AND ORDERS:   The eVA Internet electronic procurement solution, web site portal www.eVA.virginia.gov , streamlines and automates government purchasing activities in the Commonwealth.  The eVA portal is the gateway for vendors to conduct business with state agencies and public bodies, including Virginia ABC.  All vendors desiring to provide goods and/or services to Virginia ABC shall participate in the eVA Internet e-procurement solution by completing the free eVA Vendor Registration.  All Bidders/Offerors must register in eVA and pay the Vendor Transaction Fees specified below; failure to register may result in the bid/proposal being rejected.

Vendor transaction fees are determined by the date the original purchase order is issued and the current fees are as follows:

1. For orders issued July 1, 2014, and after, the Vendor Transaction Fee is:
   1. DSBSD-certified Small Businesses: 1%, capped at $500 per order.
   2. Businesses that are not DSBSD-certified Small Businesses: 1%, capped at $1,500 per order.
2. For orders issued prior to July 1, 2014, the vendor transaction fees can be found at www.eVA.virginia.gov.

The specified vendor transaction fee will be invoiced, by the Commonwealth of Virginia Department of General Services, typically within 60 days of the order issue date.  Any adjustments (increases/decreases) will be handled through purchase order changes.

IMMIGRATION REFORM AND CONTROL ACT OF 1986:  Applicable for all contracts over $10,000:
By entering into a written contract with Virginia ABC, the Contractor certifies that the Contractor does not, and shall not during the performance of the contract for goods and services in the Commonwealth, knowingly employ an unauthorized alien as defined in the federal Immigration Reform and Control Act of 1986.

INFORMATION SECURITY REVIEW:   Virginia ABC reserves the right to conduct an information security review to ensure that information protection policies and practices of the Contractor are sufficient for Virginia ABC information being created, collected and/or stored.

INSURANCE:  By signing and submitting a bid/proposal under this solicitation, the Bidder/Offeror certifies that if awarded the contract, it will have the following insurance coverage at the time the contract is awarded.  For construction contracts, if any subcontractors are involved, the subcontractor will have workers’ compensation insurance in accordance with §§ 2.2-4332 and 65.2-800 et seq. of the Code of Virginia.  The Bidder/Offeror further certifies that the Contractor and any subcontractors will maintain this insurance coverage during the entire term of the contract and that all insurance coverage will be provided by insurance companies authorized to sell insurance in Virginia by the Virginia State Corporation Commission.

MINIMUM INSURANCE COVERAGES AND LIMITS:

1. Workers’ Compensation - Statutory requirements and benefits. Coverage is compulsory for employers of three (3) or more employees, to include the employer. Contractors who fail to notify Virginia ABC of increases in the number of employees that change their workers’ compensation requirements under the Code of Virginia during the course of the contract shall be in noncompliance with the contract.
2. Employer’s Liability - $100,000.
   Commercial General Liability - $1,000,000 per occurrence.  Commercial General Liability is to include bodily injury and property damage, personal injury and advertising injury, products and completed operations coverage.  The Commonwealth of Virginia must be named as an additional insured and so endorsed on the policy.
3. Automobile Liability - $1,000,000 combined single limit. (Only used if a motor vehicle not owned by the Commonwealth is to be used in the contract.  Contractor must assure that the required coverage is maintained by the Contractor (or third party owner of such motor) vehicle.)

MANDATORY USE OF FORMS AND TERMS AND CONDITIONS:  Failure to submit a bid/proposal on the on the official Virginia ABC form provided for that purpose may be a cause for rejection of the bid/proposal.  Modification of or additions to the General Terms and Conditions or Special Terms and Conditions of the solicitation may be cause for rejection of the bid/proposal; however, Virginia ABC reserves the right to decide, on a case by case basis, in its sole discretion, whether to reject such a bid/proposal.

NONDISCRIMINATION OF CONTRACTORS:  A Bidder/An Offeror or Contractor shall not be discriminated against in the solicitation or award of this contract because of race, religion, color, sex, national origin, age, disability, faith-based organizational status, any other basis prohibited by state law relating to discrimination in employment, or because the Bidder/Offeror employs ex-offenders unless Virginia ABC has made a written determination that employing ex-offenders on the specific contract is not in its best interest.  If the award of this contract is made to a faith-based organization and an individual, who applies for or receives goods, services, or disbursements provided pursuant to this contract objects to the religious character of the faith-based organization from which the individual receives or would receive the goods, services, or disbursements, Virginia ABC may offer the individual, within a reasonable period of time after the date of his objection, access to equivalent goods, services, or disbursements from an alternative provider.

NOTICE AND RIGHT TO CURE. Each party shall be entitled to email notice of any default and shall have fifteen  (15) calendar days from receipt of such notice to cure any breach of or default in any responsibility or obligation of Contractor. If the Contractor fails to cure within  (15) fifteen calendar days, Virginia ABC may terminate the agreement by giving notice of termination to the Contractor, which becomes effective automatically. (The notice will be issued via email and/or green card mail delivery.) All contract recipients are required to provide and maintain with Virginia ABC, an active email address, to which all official correspondence will be sent.  All contract notices and communications will be sent via the email address provided.

OFFER PRICE CURRENCY:   Unless stated otherwise in the solicitation, Bidders/Offerors shall state offer prices in U.S. dollars.

PAYMENT:

1. To Prime Contractor:
   1. Invoices for goods and services ordered, delivered, and accepted by Virginia ABC shall be submitted by the Contractor directly to one of the following payment addresses:
      
      • Via email: [email protected]
      • Via USPS to PO Box: Virginia ABC, Attn: Accounts Payable, PO Box 3250, Mechanicsville, VA 23116-9998
      • Via mail to: Virginia ABC, Attn: Accounts Payable, 7450 Freight Way, Mechanicsville, VA 23116
        
      All invoices shall show the purchase order number, invoice number, and details of services provided. Failure to provide the above may result in a revised invoice being requested from the Contractor. Virginia ABC shall not be liable for any resulting delays in payment as a result.
   2. Payment Date. As used in this clause, unless the context clearly shows otherwise, the term “payment date” means either (i) the date on which payment is due under the terms of the contract for provision of goods or services; or (ii) if such date has not been established by the contract, thirty (30) days after receipt of a proper invoice for the amount of payment due, or thirty (30) days after receipt of the goods or services, whichever is later.
   3. Any payment terms requiring payment in less than thirty (30) days will be regarded as requiring payment thirty (30) days after invoice or delivery, whichever occurs last. This shall not affect offers of discounts for payment in less than thirty (30) days, however.
   4. Defect or impropriety in the invoice or goods and/or services received.  In instances where there is a defect or impropriety in an invoice or in the goods or services received, Virginia ABC will notify the Contractor of the defect or impropriety, if such defect or impropriety would prevent payment by the payment date, within fifteen (15) days after receipt of such invoice or such goods or services.
   5. All goods or services provided under this contract or purchase order shall be billed by the Contractor at the contract price.
   6. The following shall be deemed to be the date of payment: the date of postmark in all cases where payment is made by mail, or when offset proceedings have been instituted as authorized under the Virginia Debt Collection Act.
   7. Unreasonable Charges. Under certain emergency procurements and for most time and material purchases, final job costs cannot be accurately determined at the time orders are placed. In such cases, Contractors should be put on notice that final payment in full is contingent on a determination of reasonableness with respect to all invoiced charges. Charges which appear to be unreasonable will be researched and challenged, and that portion of the invoice held in abeyance until a settlement can be reached. Upon determining that invoiced charges are not reasonable, Virginia ABC shall promptly notify the Contractor, in writing, as to those charges which it considers unreasonable and the basis for the determination. A Contractor may not institute legal action unless a settlement cannot be reached within thirty (30) days of notification. The provisions of this section do not relieve Virginia ABC of its prompt payment obligations with respect to those charges which are not in dispute. 
2. To Subcontractors:
   1. Within seven (7) days of the Contractor’s receipt of payment from Virginia ABC, a Contractor awarded a contract under this solicitation is hereby obligated:
      1. To pay the subcontractor(s) for the proportionate share of the payment received for work performed by the subcontractor(s) under the contract; or
      2. To notify Virginia ABC and the subcontractor(s), in writing, of the Contractor’s intention to withhold payment and the reason.
   2. The Contractor is obligated to pay the subcontractor(s) interest at the rate of one (1) percent per month (unless otherwise provided under the terms of the contract) on all amounts owed by the Contractor that remain unpaid seven (7) days following receipt of payment from Virginia ABC, except for amounts withheld as stated above. The date of mailing of any payment by U.S. Mail is deemed to be payment to the addressee. These provisions apply to each sub-tier Contractor performing under the primary contract. A Contractor’s obligation to pay an interest charge to a subcontractor may not be construed to be an obligation of Virginia ABC or the Commonwealth.
3. Virginia ABC encourages contractors and subcontractors to accept electronic and credit card payments.

PRECEDENCE OF TERMS:  The following General Terms and Conditions, APPLICABLE LAWS AND COURTS, ANTI-DISCRIMINATION, ETHICS IN PUBLIC CONTRACTING, IMMIGRATION REFORM AND CONTROL ACT OF 1986, DEBARMENT STATUS, ANTITRUST, MANDATORY USE OF FORMS AND TERMS AND CONDITIONS, CLARIFICATION OF TERMS, PAYMENT shall apply in all instances.  In the event there is a conflict between any of the other General Terms and Conditions and any Special Terms and Conditions in this solicitation, the Special Terms and Conditions shall apply.

QUALIFICATIONS OF BIDDERS/OFFERORS:  Virginia ABC may make such reasonable investigations as deemed proper and necessary to determine the ability of the Bidder/Offeror to perform the services/furnish the goods and the Bidder/Offeror shall furnish to Virginia ABC all such information and data for this purpose as may be requested.  Virginia ABC reserves the right to inspect Bidder’s/Offeror’s physical facilities prior to award to satisfy questions regarding the Bidder’s/Offeror’s capabilities.  Virginia ABC further reserves the right to reject any bid/proposal if the evidence submitted by, or investigations of, such Bidder/Offeror fails to satisfy Virginia ABC that such Bidder/Offeror is properly qualified to carry out the obligations of the contract and to provide the services and/or furnish the goods contemplated therein.

TAXES:  Sales to the Commonwealth of Virginia, including Virginia ABC, are normally exempt from State sales tax.  State sales and use tax certificates of exemption, Form ST-12, will be issued upon request.  Deliveries against this contract shall usually be free of Federal excise and transportation taxes.  The Commonwealth’s excise tax exemption registration number is 54-73-0076K.

TERMINATION FOR CONVENIENCE:   A purchase order or contract may be terminated for the convenience of Virginia ABC by delivering to the Contractor a notice of termination specifying the extent to which performance under the purchase order or contract is terminated, and the date of termination.  After receipt of a notice of termination, the Contractor must stop all work or deliveries under the purchase order or contract on the date and to the extent specified.

TESTING AND INSPECTION:  Virginia ABC reserves the right to conduct any test/inspection it may deem advisable to assure goods and services conform to the specifications.

TRANSPORTATION AND PACKAGING:  By submitting their bids/proposals, all Bidders/Offerors certify and warrant that the price offered for FOB destination includes only the actual freight rate costs at the lowest and best rate and is based upon the actual weight of the goods to be shipped.  Except as otherwise specified herein, standard commercial packaging, packing and shipping containers shall be used.  All shipping containers shall be legibly marked or labeled on the outside with purchase order number, commodity description, and quantity.

USE OF BRAND NAMES:  Unless otherwise provided in this solicitation, the name of a certain brand, make or manufacturer does not restrict Bidders/Offerors to the specific brand, make or manufacturer named, but conveys the general style, type, character, and quality of the article desired.  Any article which the public body, in its sole discretion, determines to be the equivalent of that specified, considering quality, workmanship, economy of operation, and suitability for the purpose intended, shall be accepted.  The Bidder/Offeror is responsible to clearly and specifically identify the product being offered and to provide sufficient descriptive literature, catalog cuts and technical detail to enable Virginia ABC to determine if the product offered meets the requirements of the solicitation.  This is required even if offering the exact brand, make or manufacturer specified.  Normally, only the information furnished with the bid/proposal will be considered in the evaluation.  Failure to furnish adequate data for evaluation purposes may result in declaring a bid/proposal nonresponsive.  Unless the Bidder/Offeror clearly indicates in its bid/proposal that the product offered is an equivalent product, such bid/proposal will be considered to offer the brand name product referenced in the solicitation.