1-RFP 35-1025 Cafe and Vending Services.pdf

County of Bucks Purchasing Department 55 East Court Street, Doylestown, PA 18901 Phone: 215-348-6372 | Email: purchasing@buckscounty.org

County Commissioners Robert J. Harvie, Jr., Chair

Diane M. Ellis-Marseglia, LCSW, Vice Chair Gene DiGirolamo, Secretary

Purchasing Director

David M. Bria

REQUEST FOR

PROPOSAL

Café and Vending Services

Spec No: 35-10/25

Proposals Due: 11:30AM Eastern Time October 27, 2025

1.0 Introduction

The County of Bucks, Doylestown Pennsylvania (hereinafter, “County”) is soliciting proposals for Café and Vending Machine Food Services from an independent contractor. Companies submitting proposals must have demonstrated experience in these services.

Throughout this document, the singular use of the words Company, Vendor, Contractor, Firm, Proposer or Offeror shall apply to the responders of this request for each service or all services proposed.

2.0 Background

The County of Bucks is soliciting proposals from qualified food service providers to manage and operate a range of food service offerings ranging from pre-plated meals to full-service café operations. Services are requested at the following locations:

Administration Building: 55 East Court Street, Doylestown, PA Justice Center: 100 North Main Street, Doylestown, PA Seven additional County sites: Vending machine services only

The selected vendor will be responsible for delivering high-quality food services to County employees and visitors. This includes breakfast, lunch, and catering services at both primary locations, with an emphasis on nutritious menu options, gourmet coffee, and a variety of made-to-order items such as sandwiches, soups, and salads. Grab-and-go selections and comprehensive vending services are also required.

The Administration Building Café is approximately 1,700 square feet, excluding the adjacent restrooms. The Justice Center Café is approximately 2,200 square feet, including a 175 square foot storage/prep area. The space features counter service, vending stations, lounge seating, and tables, highlighted by a signature Bucks County Mercer Tile fireplace. Combined, these two locations serve approximately 1,200 County employees and an estimated 400 daily visitors, totally up to 1,600 potential café patrons.

3.0 Scope of Work

3.1 Any products and services that are not specifically addressed in this RFP, but are necessary to provide functional capabilities proposed by the proposer, must be included in the proposal

3.2 The Vendor will be responsible for providing all labor including management, supplies, materials, and equipment necessary to provide café and vending machine food services as specified herein and in the proposal response. The Vendor will also be responsible for operational costs including normal maintenance of the equipment required to deliver food services at the County. The County owns the majority of the equipment currently in the Café area. A list is provided under Exhibit I.

3.3 The issuance of a contract does not guarantee that a specific amount of revenue or profit will be generated from food and vending services at the County locations. See

Exhibit H for recent net sales activity for the existing Administration Building Café.

3.4 Café Services.

(A) The Vendor shall assign a full-time qualified manager, employed directly by the company (no subcontractors are permitted), interviewed and approved by the County, who shall be responsible for the efficient operation of all food services and catering. The manager shall be "on call" and shall be responsible for operations of the Vendor under the Contract. The Vendor must provide contact information for local management who will be "on call" at all times to address needs as they arise.

(B) The Vendor shall immediately honor any request by the County for the removal of any of the Vendor's employees who are deemed unsuitable by the County for any reason.

(C) The Vendor shall, at all times, maintain an adequate staff of employees on duty to ensure efficient operation and will provide proper supervision. Only employees acceptable to the County may be assigned for duty. The Vendor shall require their employees to comply with instructions pertaining to conduct and building rules and regulations.

(D) The Vendor shall be responsible for providing food handler certificates and other certifications as required by law and shall make such records available for review upon the County’s request.

(E) The Vendor must meet all sanitary and health regulations of the Pennsylvania Sanitary Code and follow all State & Local Food Regulations, as well as have a Full Food Service License and meet all other requirements as may be required by law. It is understood that the premises shall be subject to inspection by the County Department of Health as well as by County personnel. Satisfactory certification of compliance is required and must be conspicuously posted. All necessary permits, application fees, drawings, plans, etc., are the responsibility of the successful café Vendor.

(F) The County will provide regular cleaning services for ceiling, walls, windows, light fixtures, draperies and blinds, and periodic cleaning of floors in the general seating/meeting area only. The Vendor will be responsible for extermination services relative to any food service requirements. The Vendor is responsible for the daily busing and wiping down the tables and all daily cleaning necessary to maintain Health Department standards during cafeteria hour of operations. The grease trap will be cleaned out quarterly and proof of service will be provided to the County’s Department of General Services within a week of being serviced.

(G) The County shall provide a rent-free space including utilities (water, sewer, electricity, gas, and trash) to the Vendor. The Vendor shall propose a financial offer to the County, which may include a minimum guarantee, commission on net sales, profit sharing and/or value-added programs. Contractor will provide monthly statements on sales at all locations they provide services, in order to obtain any payments that would be provided to the County.

3.5 Vending Machine Services. Routine vending machine services are requested at the following County facilities. The preferred products and estimate usage for each location are provided.

(A) Administration Building (55 East Court St, Doylestown, PA)

1. Located on First Floor of Administration Building

2. Two Drink and One Snack Machine

3. See Exhibit C for recent sales history

(B) Justice Center (100 N Main St, Doylestown, PA)

1. Located on First Floor of Justice Center

2. Three Drink and Three Snack Machines

3. See Exhibit D for recent sales history

(C) Health Department, Building K (1282 Almshouse Rd, Doylestown, PA)

1. Downstairs Main Lobby

2. One Drink and One Snack

3. See Exhibit E for recent sales history

(D) Planning Commission, Building G (1260 Almshouse Rd, Doylestown, PA)

1. Located on First Floor

2. Two Drink and One Snack

3. See Exhibit F for recent sales history

(E) General Services Warehouse (1265 Almshouse Rd, Doylestown, PA)

1. Located in Break Room

2. One Drink and One Snack Machine

3. See Exhibit G for recent sales history

(F) Emergency Communications Center (911 Freedom Way, Ivyland, PA)

1. Located Upstairs in the 911 Center

2. Two Snack and One Drink Machine

(G) Oxford Valley Pool 445 Hood Blvd Fairless Hills, PA 19030)

1. Located Near pool

2. Machines for water, Gatorade, snacks, and ice cream

3. Seasonal between May - September

4. The pool has between 3,000 – 5,000 paid visitors per year

(H) Core Creek Park Boat Rental (901 Bridgetown Pike Langhorne, PA 19047)

1. Located Near Boat Rental

2. Machines for water and Gatorade

3. Seasonal between April - October

4. Visitor counts for the boat rentals are not available, but the Parks system experiences 100,000+ visitors per year.

(I) Peace Valley Boat Rental (230 Creek Road Doylestown, PA 18901)

1. Located Near Boat Rental

2. Machines for water and Gatorade

3. Seasonal between April - October

4. Visitor counts for the boat rentals are not available, but the Parks system experiences 100,000+ visitors per year.

3.6 The Vendor shall describe what in-kind services they are prepared to provide the County. Further, please indicate any other types of support your organization is willing to propose to the County.

3.7 Vendor shall require that all food service personnel wear clean, distinctive uniforms and shall follow general food service industry established hygiene practices in food handling.

The Vendor shall be responsible for the supervision, direction, and annual safety training for his/her employees in Food Handling Safety, Right to Know, Blood-borne Pathogens, and hazardous waste training. All equipment used by the Vendor shall be maintained in safe operating condition at all times, free from defects or wear which may in any way constitute a hazard to any person or persons on County property. All electrical equipment must be properly grounded. All employees shall wear proper personal protective equipment while working on County property.

4.0 Projected Timetable

The projected timetable for this RFP is as follows. The County reserve the right to change or extend any of these dates as needed:

Issue Request for Proposal 09/19/2025 Mandatory Pre-Proposal Conference 10/06/2025 Deadline to Submit Questions 10/14/2025 Issue Final Addendum to RFP 10/17/2025 Proposals Due 10/27/2025

5.0 Contracted Company’s Responsibilities

5.1 The Company shall perform services as specified in the RFP, Contract, any addenda thereto, and agreed upon information provided in the Proposal.

5.2 The Company shall provide and assign only individuals who have experience with the services to be provided. Company must also ensure individuals do not have a criminal record.

5.3 The Company shall perform all services in strict compliance with all Federal, State and Local laws, regulations, ordinances, and directives as they may pertain to said services.

6.0 County Responsibilities

6.1 Provide a designee to be the point of contact for all questions and/or request by the

Contractor.

7.0 County Rights and Authority

7.1 The County shall retain the right to inspect and review the Contractor's performance under this contract and to initiate action, within the terms of the contract that it deems necessary to assure Contractor compliance.

7.2 The County will review and approve, prior to any implementation, all recommend changes proposed by the Contractor.

8.0 Proposal Procedures

8.1 Pre-proposal Conference. A mandatory pre-proposal conference and site-visit will be held to review the RFP and allow for questions to be asked. The mandatory pre-proposal conference will be held in Conference Room 432 of the Administration Building located at 55 E. Court Street, Doylestown, PA 18901, commencing promptly at 2:00PM on October 6, 2025.

8.2 Questions. Questions regarding this RFP must be submitted to the solicitation on the PennBid website no later than 12:00 Noon Eastern Standard Time, October 14, 2025.

8.3 Proposal Submission.

(A) Proposals must be submitted electronically no later than 11:30 AM, Eastern Time, October 27, 2025.

(B) Proposals received after the time and date above will not be considered.

(C) Proposals shall be submitted at no cost to the County and any proposal received shall remain the property of the County.

(D) Proposers are encouraged to reply "comply", "comply with exceptions", "cannot comply" or "our alternative is..." to every requirement in this RFP.

(E) The County reserves the sole right to waive technicalities contained in proposals.

(F) The County reserves the right to reject any and all proposals.

(G) Proposals submitted in response to this RFP must remain valid for a period of 365 days from the proposal submission date.

(H) Disclosure of Proposal Contents.

All proposals/bids and other material submitted becomes the property of the County and may be returned only at the County's option. Information contained in the proposals/bids will not be disclosed during the evaluation process. Under Pennsylvania's "Right to Know" laws public records are required to be open to reasonable inspection and reproduction. All proposal/bid information, including detailed price and cost information, will be held in confidence during the evaluation process and prior to the time a Notice of Intent to Award is issued.

Thereafter all proposals/bids will become public information; subject to inspection and reproduction in accordance with the PA Right to Know Law (Act 3 of 2008), unless otherwise exempt under the Act. Copies of said public records may be made in the Purchasing Department at a cost to the requesting party of $0.25 per page.

Notwithstanding any terms or conditions contained herein, Consultant/Vendor agrees to comply with all Local, State and Federal laws and regulation.

Consultant/Vendor specifically agrees to produce all documents that may be subject to public disclosure pursuant to the Pennsylvania Open Records Law.

Material considered confidential by the proposer must be clearly identified and the proposer must include a brief statement justifying the basis for confidentiality and how this information meets the criteria of Section 102 of the PA Right to Know Law. It is the Vendor / Consultant’s duty and obligation to provide the County with a redacted copy of the proposal documents at the time of proposal submission, which it deems to be confidential and proprietary. Failure to do so shall be deemed the Vendor / Consultant’s explicit consent for the County to provide an unredacted copy of the proposal in response to an applicable Right to Know request. The County reserves the right to request further information from the proposer regarding the basis for confidentiality and further reserves the right to make its own confidentiality determinations in compliance with the Right to Know Law.

Trade secrets and other proprietary data contained in a proposal may be held confidential if such data meets the definitions of confidential proprietary information and/or trade secrets under Section 102 of the Right to Know Law.

Material considered confidential by the proposer must be clearly identified and the proposer must include a brief statement that sets out the reasons for the confidentiality and how this information meets the criteria of Section 102 of the law.

8.4 Ambiguity, Conflict, or Other Errors in the RFP. Any ambiguity, conflict, discrepancy, omission or other error discovered in this RFP must be reported immediately in writing to the County of Bucks Purchasing Director, submitted to the solicitation on the PennBid website and a request made for specific modifications or clarifications.

8.5 Requests for Clarification. Any requests by the County for clarification of proposals shall be answered in writing and such requests should not alter the proposer's pricing information contained in its cost proposal.

9.0 Selection Criteria.

9.1 Mandatory Requirements.

(A) Compliance with RFP instructions.

(B) Attendance at mandatory pre-bid meeting.

9.2 The proposer will be selected based on their written proposal and any requested presentations. The County will assemble a committee for the purpose of evaluations.

The Selection Committee will review all proposals and make their recommendations for selection. The primary criteria used in making a selection will be as follows:

(A) Organizations number of years in industry along with specialized experience of the firm with similar cafe/vending/catering projects.

(B) Company Overview.

1. Describe your company history, mission and core values including years in business, locations, management bios and organization chart.

2. Describe what differentiates you from your competitors and how that will impact the quality of your services to the County.

3. Provide a detailed overview of the resources that will be deployed to support corporate dining services at the County including purchasing standards and relationships with local, regional and national suppliers.

(C) Offerings.

1. Provide a description of your food service plans including sample cafe and corporate catering menus, special promotions, vending product lists and healthy meal options.

2. Describe your corporate catering program and capabilities.

3. Describe how your company implements employee health and wellness and sustainability programs including how you support the use of green products and processes.

4. Describe your company's marketing and promotion support services.

(D) Organizational Development.

1. The Contractor is to furnish the County cafes with all management, supervising, training, and technical personnel required to efficiently supply food services.

2. Describe your company's training and career development programs.

3. Describe your company's food safety and compliance training efforts and procedures.

4. Provide a proposed Table of Organization for the County. If the Food Services Director or any other dietary personnel are not acceptable to the County for any reason, the County may notify the Contractor and request the removal of the personnel involved and an acceptable replacement will be provided.

(E) Financial Summary. The Vendor shall submit a year-one pro forma financial statement of revenues and expenses for the foodservice operations. Revenues should be broken out by cafeteria/catering, etc. The foodservice pro forma statements are to include only those revenue and expense items directly associated with the County Café operation. On an annual basis after the first year, provide a detailed 12-month operating budget.

(F) Show five years of experience on projects of similar size and scope to this project.

(G) Staffing Plan and Methodology. Provide the plan of services that proposes a detailed, logical, and highly efficient scheme for producing a complete report that addresses all of the required issues.

(H) Evaluation of the proposed plan. Provide a clear and comprehensive plan that addresses all of the project objectives stated in the RFP.

(I) Menu offerings. Proposers must submit Varied menu offerings with a minimum of five options each for breakfast and lunch with documentation of use in existing food service sites.

(J) Responsible Bidder Proposal. Only Proposals submitted by Bidders with the relevant experience, qualifications and capacity to meet the needs of the County will be accepted. A "responsible Bidder" is a Bidder which has the financial resources, personnel, facilities, integrity, and overall capacity to consummate the contract successfully. A "responsible Proposal" is a Proposal which meets all terms, conditions and specifications of the Request for Proposal.

(K) Cost of proposal.

(L) Results of reference calls.

9.3 Procedure. Submitted proposals will be reviewed by the Selection Committee. Proposers who are deemed, based on the selection criteria, fully qualified and best suited among those submitting proposals may be requested to participate in discussions regarding their proposals. Discussion will cover cost, methods of operation, and all other relevant factors.

9.4 At the conclusion of discussions, the proposers will be ranked based on selection criteria, and final recommendations will be submitted to the County Commissioners for consideration.

9.5 The Commissioners may request proposers participate in additional discussions regarding their proposals in order to make a decision on which proposer is offered a contract.

9.6 Contract negotiations will be conducted with the proposer chosen by the Commissioners. If a satisfactory agreement can be reached, the contract shall be awarded to the proposer; otherwise, negotiations will be conducted with a subsequent proposer until a satisfactory contract can be established or until the Commissioners determine that rejection of all proposals is in the best interest of the County.

10.0 Method of Award

10.1 The award will be made to the proposer whose proposal is determined to be professionally and technically complete. The selection process may, however, include a request for additional information or an oral presentation to support the written proposal.

10.2 The County reserves the right to award this contract not necessarily to the proposer with the lowest price, but to the proposer that demonstrates the best ability to fulfill the requirements of the RFP. The successful proposer will be chosen based on the qualifications and selection criteria discussed in the proposal.

10.3 The successful proposer shall commence work only after the transmittal of a fully executed contract and after receiving written notification to proceed from the County. The successful proposer will perform all services indicated in the proposal in compliance with the negotiated contract.

10.4 The County reserves the right to reject any or all proposals for any reason, in whole or in part, received in response to this RFP. The County will not pay for any information herein requested, nor is it liable for any costs incurred by the proposer. Proposers whose proposals do not meet the mandatory requirements will be considered non-compliant.

After the evaluation of the proposals and selection of the successful proposer, all proposers will be notified in writing of the selected firm.

11.0 Interview/Presentation

The County reserves the sole right, in the best interest of the County, upon review of proposals, to do any of all of the following:

11.1 Request and obtain additional information and/or clarification from prospective proposers.

11.2 Request and schedule proposer(s) to meet and schedule at a designated time, date, and county location for an interview and/or presentation.

12.0 Agreement

12.1 The County reserves the sole right to offer and enter into an agreement with the successful proposer.

12.2 The successful proposer agrees to sign a written Agreement including terms and conditions as specified in this RFP. The County reserves the right to change, add and/or delete terms as determined to be in its best interest.

(A) Contractor agrees to comply with the terms and conditions set forth in its proposal dated (date of proposal), as well as all requirements of the RFP and any addenda thereto; pertinent portions of the proposal submitted by the successful proposer; and any negotiated additions or changes to the received proposal all of which are incorporated herein by reference as though fully set forth at length.

(B) The contract sum shall be (awarded amount) as indicated in the Contractor's executed Proposal. Said prices shall be the total compensation paid by the County to the Contractor including all related incidental work thereto.

(C) Contractor further agrees to indemnify and save harmless the County from any and all actions, claims and demands whatsoever that may result from Contractor's use of any facilities owned by the County does further agree to repair any damage to the County-owned property caused by Contractor's negligence or willful actions and the Contractor shall further supply the necessary insurance's as set forth in this proposal.

(D) The parties hereto do hereby agree that they shall comply with all conditions and provisions of the specifications whenever such specifications are not inconsistent with the terms and provisions of this Agreement, and do hereby agree to execute all documents, agreements, and other papers related hereto and in form satisfactory to the County.

(E) HOLD HARMLESS CLAUSE. In the event that any of the insurance hereinbefore provided shall not, by reason of any act, omission or negligence of the Contractor be procured or kept in full force and effect, the Contractor shall indemnify defend & save harmless the County against losses, claims and demands to the same extent as the County and the County would have been indemnified by each insurance if it had been in full force and effect. The Contractor shall also indemnify defend & save harmless the County against any and all losses, claims and demands to the extent that they are not recoverable under each insurance policy solely because of a deductible franchise or average provision therein and to the extent that the proceeds of insurance collections from underwriters are reduced by any customary brokers' commissions.

(F) SUITS AND CLAIMS. The Contractor agrees to indemnify, defend, and save harmless the County and all the officers and subordinates, from all suits and actions of any name, nature, and description brought against them or any of them for or on account of any damages or loss sustained by any party through the Contractor or his agents, servants, or employees in the performance or subsequent to the completion of the work under the contract whether such injury or damages be due to negligence or the inherent nature of the work. It is not the intention of this Section or anything herein provided to confer in a third party beneficiary a right of action upon any person whatsoever and nothing hereinbefore or hereinafter set forth shall be construed so as to confer upon any person other than the County a right of action either under this contract or in any manner whatsoever.

(G) The agreement must be signed by authorized representatives of the Contractor and the Bucks County Board of Commissioners.

12.3 The Agreement must incorporate, in order or precedence, the following:

(A) The Agreement.

(B) The County Request for Proposal (RFP) and addenda thereto.

(C) Pertinent portions of the proposal submitted by the successful proposer.

12.4 The successful proposer who is presented an agreement is required to sign and return the original agreements. The agreement shall be presented to the Bucks County Commissioners for consideration and/or approval. Upon Commissioners approval and signature, a digital copy of the agreement shall be forwarded to the successful proposer.

13.0 Term of Agreement

The term of agreement shall be for a three-year period, with the option to extend for two additional one-year periods. The County reserves the right to negotiate and change terms and conditions as necessary in the best interest of the County.

14.0 Required Format and Contents of Proposal

All proposals submitted must contain, at a minimum, the following information in the format and order set forth below:

Please Note: The County reserves the sole right to reject any proposal received that is not in the format required. All respondents must respond to the following items in the order listed below.

Responses should be well thought out, thorough and concise. Clarity and brevity will be viewed favorably.

14.1 Cover Letter. A cover letter transmitting the proposal to the County on company letterhead, signed by an official authorized to contract for the firm. The letter must contain the following: Name, title, address, telephone number, and email address of the company's contact person for the proposal; a statement that the proposer understands and agrees with the scope of services and accepts all other requirements, terms, and conditions of the RFP; and identify all materials and enclosures being forwarded in response to the RFP.

14.2 Table of Contents. Provide a listing of all major topics, their associated section number, and starting page number.

14.3 Firm Description. Provide an overview of your firm. Include the location of your firm's headquarters and the location of the office that will serve the County.

14.4 Key Personnel. List the key personnel in your firm who will assume day-to-day responsibilities for managing this contract. Indicate the specific responsibilities of individuals to be assigned to this project and include brief resumes for those individuals.

All individuals assigned to the County must have at least demonstrated experience in disciplines as outlined above. No changes to assigned personnel during the term of the appointment will be permitted without the prior consent and written approval of the County.

14.5 General Disclosure.

(A) Over the past five years, what other similar contract have any principal members of your firm who will be assigned to the County account been involved with managing? Please describe the relationship.

(B) Have any principal members of your firm, over the past five years been engaged in any business activities, which could be construed as a conflict of interest as respect to their involvement with this contract?

(C) Have any principal members of your firm, over the past three years, been named in any legal action(s), investigations or other actions which could materially affect your firm's ability to perform the duties listed in the Scope of Services?

14.6 Description of Services. Provide a detailed description of the specific services to be provided, including whether County employees are needed to participate and if so the extent at which their participation is needed, and the timing and length of this process.

14.7 Relevant Experience. All respondents are expected to be qualified with specific and/or relevant experience in Forensic Crime Lab Operation services. As such, all proposals must include the qualifications and relevant experience of the respondent's personnel including, but not limited to, industry experience. Offeror must have a minimum of 5 years’ experience providing said services.

14.8 Subcontractors. The respondent is to provide the names and addresses of all subcontractors that will be involved in this contract.

14.9 References. List at least three (3) current references for which services were provided that are similar in size and scope to this Request for Proposal. For each reference, provide the client's name, address and contact person and telephone number.

14.10 Current Contracts. Provide a list of contracts you have engaged within the last three years.

14.11 Financial Statement. Describe your firm's current financial condition and submit your most recent audited financial statement. This is a requirement of the RFP. All financial statements are considered Confidential Information under the PA Right to Know Law and are not public information that can be turned over to anyone making an Open Records Request to the County. RFP Responses submitted without your firm's most recent audited financial statement may not be considered for award.

14.12 Cost. In a separate electronic document, provide your cost proposal detailing your fee structure. Please include whether or not you will accept a credit card to pay the invoices issued for this contract.

14.13 Additional Items/Services Offered. Please provide with your proposal, any additional item(s) or services that your organization can provide at no additional cost to the County.

15.0 General Terms and Conditions

15.1 Independent Capacity of Contractor. The Contractor, its employees and agents, are not deemed to be employees of the County in any manner whatsoever and shall act in an independent capacity and not as officers, employees, or agents of the County.

15.2 Prohibition Against Assignment. The Contractor shall not assign any part of this Agreement without prior written approval of the County.

15.3 Contract Modification, Amendment, and Termination.

(A) This document and all attachments, which have been incorporated by reference, contain all terms, provisions and conditions of the Agreement. All provisions thereof are intended by the parties to be whole and entire

(B) Any alteration, variation, modifications, or waiver of any provision of the Agreement shall be valid only when reduced to writing, duly acknowledged by the parties hereto by execution of an addendum, which shall be attached to and become part of this Agreement.

(C) The County reserves the right to suspend, revise, or withhold funds in whole or part for reasons of noncompliance with the terms and provisions of this Agreement.

(D) In addition, the County may terminate this Agreement at any time, upon 10 days written notice delivered by certified mail or in person in which case equitable adjustment will be made for work satisfactorily performed up to the date of notice of termination.

15.4 Confidential Information.

(A) All Information contained in the files of County of Bucks and all departments thereof is considered "Confidential Information". "Confidential Information" means any and all information, data, documents, files and records disclosed to the Contractor by the County either directly or indirectly in writing or orally.

Confidential Information does not include any of the foregoing items which (i) is known to Proposer at the time of disclosure to Proposer by the County as evidenced by written records of the Proposer, (ii) has become publicly known and made generally available through no wrongful act of Proposer or (iii) has been rightfully received by Proposer from a third party who is authorized to make such disclosure.

(B) Proposer agrees not to use any Confidential Information disclosed to it by the County for its use or for any purpose except to carry out discussions concerning, and the undertaking of, any business relationship between Proposer and the County to third parties or to employees of Proposer except employees who are required to have the information in order to carry out the discussions or intentions of the aforementioned relationship. Proposer will have or has had employees who have access to Confidential Information of the County sign a nondisclosure agreement in content substantially similar to this Agreement and will promptly notify the County in writing of the names of each such employee upon the request of the County at any time. Proposer agrees that it will take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of the County in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized hereunder to have any such information, which measures shall include the highest degree of care that Proposer utilizes to protect its own Confidential Information of a similar nature. Proposer agrees to notify the County promptly in writing of any misuse or misappropriation of Confidential Information of the County which may come to Proposer's attention. Proposer also agrees that, without the County's prior written approval, Proposer shall not directly or indirectly disclose to anyone the existence of this Agreement or the fact that Proposer has this arrangement with the County.

15.5 Hold Harmless. It is understood that the Contractor is an independent contractor in respect to its performance under this Agreement, and shall assume all risks and responsibilities for losses of every description in connection with the service, which can be attributed either directly or indirectly to the Contractor. The Contractor agrees to indemnify, defend, and save harmless the County, its agents and employees for or on account of any damages or loss, including the cost of litigation or legal counsel resulting directly or indirectly from the actions of the Contractor in fulfilling the terms of this Agreement.

15.6 Surety.

Not required for this contract.

15.7 Insurance and Taxes.

(A) The Contractor shall perform its services under this Agreement, as an independent Contractor and shall insure, as they may appear, the interests of all parties to this Agreement against any and all claims which may arise out of Contractor's operations under the terms of this Agreement

(B) Contractor will provide original certificate(s) of insurance made out to the County of Bucks showing all insurance coverage carried by Contractor upon submission of a signed Agreement to the County. The Agreement will not be approved by County if a certificate is not present. If, during the term of the Agreement, coverage should expire, the County may withhold payments until the Contractor submits a new certificate reflecting the new policy coverage dates.

(C) The Vendor shall maintain the required insurance coverage and limits as specified in Exhibit A of this Agreement. Proof of insurance is required upon execution of this Agreement, and must include the required language in Exhibit A.

It shall be Vendor’s responsibility to notify the County should the insurance be cancelled for any reason, including non-payment of premium.

(D) Without affecting any other rights or remedies, the Vendor agrees to waive its right to recover damages against the County, for loss of or damage to its property arising out of or incident to the Vendor’s Commercial General Liability Insurance, Automobile Liability Insurance, Umbrella Insurance, Worker’s Compensation Liability Insurance, Professional Liability Insurance, and any other lines of insurance coverage Vendor may maintain from time to time in connection with this Contract. The effect of such releases and waivers is not limited by the amount of insurance carried or required, or by any deductibles applicable hereto.

Vendor agrees to have its respective property damage insurance carriers waive any right to subrogation that such companies may have against the County.

(E) The Contractor hereby expressly waives any immunity under the Workers' Compensation Act, either as an employer or statutory employer, for any claim brought by the County. This waiver is intended to comply with the provisions of Section 303(b) [77 P.S. @ 481(b)] of said act.

(F) Contractor shall accept full responsibility for the payment of premiums of all insurance, as well as for social security taxes, income tax deductions, and any other taxes or payroll deductions required by law for Contractor or Contractor's employees who are performing services pursuant to this Agreement.

15.8 Familiarity with Proposed Work. Contractor certifies that he has carefully considered the work proposed and the RFP to determine for himself the difficulties and requirements incidental to the prosecution of the work, and that the submission of a proposal is considered conclusive evidence of such examination.

15.9 Sole Contractor. The Contractor agrees that he and only he shall be the County's sole contractor under this Agreement.

15.10 Non-Discrimination/Sexual Harassment Clause.

(A) The Contractor agrees to comply with all applicable State and Federal laws, regulations, procedures, and orders, which protect the civil rights of employees, job applicants, and recipients of services.

(B) The Contractor expressly agrees to comply with Title VI of the Civil Rights Act of 1964, as amended, the Americans with Disabilities Act of 1990, and all other applicable Federal, State, and/or Local Laws, ordinances, rules and regulations and orders prohibiting discrimination in hiring or employment opportunities. It shall not be an excuse for non- compliance that the Contractor has or intends to delegate any of its responsibilities to any union, training program, other source of recruitment or other entity, but Contractor shall remain primarily responsible for compliance hereunder.

15.11 Certification Regarding Impartiality and Conflict of Interest.

(A) The Contractor certifies that he is a totally independent contractor and that to the best of his knowledge, no County official or employee has a vested interest, financial or otherwise, in this Agreement.

(B) The Contractor will inform the County in writing immediately if any potential conflict of interest arises during the performance of this Agreement. Conflict of interest may constitute grounds for termination of this Agreement following notification by County to Contractor (allowing Contractor a reasonable opportunity to respond) where same is not corrected by Contractor within a reasonable time period after notice.

(C) The Contractor shall not discriminate against any person because of race, color, religious creed, ancestry, national origin, age, sex, gender identity, sexual orientation, or handicap.

15.12 Immigration Reform and Control Act of 1986. Contractor recognizes its responsibilities to assure identity and employment eligibility of its own employees under the Immigration Reform and Control Act of 1986 and any record acquisition and retention requirements under the Act.

15.13 Statutes Applicable to this Agreement. Contractor is responsible for familiarity and compliance with all statutes that apply to their performance under their agreement.

15.14 No Arbitration Clause. The Contractor/Engineer agrees that no bid documents prepared for the County will include Arbitration Clauses.

15.15 Information Technology Policies. Contract shall comply with the terms and conditions contained in Exhibit B.

15.16 Special Restrictions for Work in the Correctional Facility.

Does not apply.

15.17 Rules and Regulations for Outside Contractors.

Does not apply to this contract.

15.18 Exclusions/Debarred Party Clause for Agreements for the Neshaminy Manor Nursing Facility.

15.19 Prison Rape Elimination Act.

EXHIBIT A

INSURANCE REQUIREMENTS

The vendor awarded this contract is required to provide a Certificate of Insurance that contains a minimum of the following coverage and limits:

1. Commercial General Liability - (policy to include premises and operations, products/completed operations and blanket contractual liability- the contractual section of the coverage must cover this agreement) Limits apply on a per project / per location basis.

General Aggregate Limit $2,000,000.

Products and Completed Operations Aggregate Limit $2,000,000.

Each Occurrence Limit $1,000,000.

2. Automobile Liability to include owned, non-owned and hired vehicles:

Combined Single Limit $1,000,000

3. Excess Liability coverage is to be in an umbrella form, Any restrictions or limitations in coverage should be specified on the certificate of insurance.

Each Occurrence $1,000,000.

Aggregate limit $1,000,000.

Workers Compensation and Employer's Liability: Statutory

Bodily Injury by Accident $ 100,000. each accident Bodily Injury by Disease $ 100,000. each employee Bodily Injury by Disease $ 500,000. policy limit

4. A waiver of subrogation applies to all Liability policies where allowed by law.

5. Additional Insured applies in the County’s favor and shall read:

The County of Bucks, its Board of Commissioners, employees, directors, officers, departments and divisions shall be included as additional insured on all Liability Policies on a primary and non-contributory basis with respect to the work performed for this contract.

6. Cancellation Clause- must read:

Should any of the above-described policies be cancelled before the expiration date thereof, notice will be delivered in accordance with the policy provisions.

7. Certificate Holder:

County of Bucks Board of Commissioners, Attn: Office of the Controller, 55 East Court Street, Doylestown, PA 18901

EXHIBIT B

INFORMATION TECHNOLOGY

TERMS & CONDITIONS

1. Data Ownership: Vendor and County agree that all data created as a result of this Agreement, amendments thereto, and related Statements of Work (“SOW”) shall be owned by County. Vendor will provide to County, at termination of this agreement, a copy of requested data in a mutually agreeable form without additional cost to the County.

2. Confidentiality: Vendor will not use or disclose any County data other than as permitted or required by the underlying SOW or as required by law.

3. Safeguards: Vendor agrees to maintain commercially reasonable administrative, physical, and technical safeguards designed to protect security and confidentiality of and prevent use or disclosure of County data.

4. Effects of Disclosure: Vendor agrees to mitigate, to the extent practicable, any harmful effect that is known to Vendor of a use or disclosure of County’s data by Vendor or its agents, subcontractors in violation of the requirements of the underlying SOW.

5. Provider Data Use: Except as otherwise limited in the underlying SOW, Vendor may use or disclose County data to perform functions, activities, or services for, or on behalf of the County, as specified herein.

6. County Logo: Vendor agrees not to use County logo or otherwise publicize its relationship with the County in any of its marketing material without County’s written consent.

EXHIBIT C

2024 VENDING MACHINE SALES IN THE

ADMINISTRATION BUILDING

Week Ending Type Account # Qty Gross Sales Tax Net Sales

2024/01/06 Drink 0304 61 124.50 6.00 118.50

2024/01/13 Drink 0304 49 76.00 3.96 72.04

2024/01/20 Drink 0304 18 54.50 3.08 51.42

2024/01/27 Drink 0304 26 42.00 2.37 39.63

2024/02/03 Drink 0304 52 125.75 6.31 119.44

2024/02/10 Drink 0304 34 72.25 3.84 68.41

2024/02/17 Drink 0304 24 58.25 2.74 55.51

2024/02/24 Drink 0304 28 55.25 2.78 52.47

2024/03/02 Drink 0304 36 79.00 4.10 74.90

2024/03/09 Drink 0304 46 115.75 5.41 110.34

2024/03/16 Drink 0304 36 21.00 1.09 19.91

2024/03/23 Drink 0304 67 26.00 1.30 24.70

2024/03/30 Drink 0304 56 117.75 6.19 111.56

2024/04/13 Drink 0304 77 0.00 0.00 0.00

2024/04/20 Drink 0304 32 82.25 3.49 78.76

2024/04/27 Drink 0304 48 128.75 5.62 123.13

2024/05/04 Drink 0304 37 84.25 3.49 80.76

2024/05/11 Drink 0304 36 89.50 4.92 84.58

2024/05/18 Drink 0304 45 89.50 4.17 85.33

2024/05/25 Drink 0304 51 89.75 4.19 85.56

2024/06/01 Drink 0304 10 42.00 1.91 40.09

2024/06/08 Drink 0304 36 14.00 0.72 13.28

2024/06/15 Drink 0304 18 42.25 2.26 39.99

2024/06/29 Drink 0304 61 136.00 5.80 130.20

2024/07/13 Drink 0304 28 71.25 3.31 67.94

2024/07/20 Drink 0304 24 40.75 2.02 38.73

2024/07/27 Drink 0304 21 47.00 2.29 44.71

2024/08/03 Drink 0304 16 41.00 1.59 39.41

2024/08/10 Drink 0304 37 53.00 2.50 50.50

2024/08/17 Drink 0304 18 44.75 2.11 42.64

2024/08/24 Drink 0304 25 50.25 2.63 47.62

2024/08/31 Drink 0304 41 49.00 2.50 46.50

2024/09/14 Drink 0304 55 10.00 0.47 9.53

2024/09/21 Drink 0304 27 55.00 2.77 52.23

2024/09/28 Drink 0304 22 44.25 1.70 42.55

2024/10/05 Drink 0304 22 54.50 2.52 51.98

2024/10/12 Drink 0304 27 36.75 1.78 34.97

2024/10/19 Drink 0304 21 34.50 1.86 32.64

2024/10/26 Drink 0304 24 49.75 1.88 47.87

2024/11/02 Drink 0304 29 77.50 3.32 74.18

2024/11/09 Drink 0304 33 74.50 3.32 71.18

2024/11/16 Drink 0304 26 69.25 3.31 65.94

2024/11/23 Drink 0304 22 59.25 2.59 56.66

2024/12/07 Drink 0304 50 113.25 3.97 109.28

2024/12/14 Drink 0304 17 38.25 2.17 36.08

2024/12/21 Drink 0304 39 72.25 3.35 68.90

2024/01/06 Drink - G/F 0304 128 231.20 10.48 220.72

2024/01/13 Drink - G/F 0304 77 196.35 9.38 186.97

2024/01/20 Drink - G/F 0304 37 106.05 5.47 100.58

2024/01/27 Drink - G/F 0304 62 158.55 7.64 150.91

2024/02/03 Drink - G/F 0304 52 152.40 6.07 146.33

2024/02/10 Drink - G/F 0304 64 149.80 6.16 143.64

2024/02/17 Drink - G/F 0304 39 113.20 5.53 107.67

2024/02/24 Drink - G/F 0304 56 124.85 5.93 118.92

2024/03/02 Drink - G/F 0304 62 163.30 7.82 155.48

2024/03/09 Drink - G/F 0304 64 17.00 0.79 16.21

2024/03/16 Drink - G/F 0304 53 21.00 0.90 20.10

2024/03/23 Drink - G/F 0304 56 93.35 4.26 89.09

2024/03/30 Drink - G/F 0304 51 142.45 5.88 136.57

2024/04/13 Drink - G/F 0304 60 13.00 0.46 12.54

2024/04/20 Drink - G/F 0304 37 95.60 4.44 91.16

2024/04/27 Drink - G/F 0304 48 12.00 0.48 11.52

2024/05/04 Drink - G/F 0304 53 143.35 6.76 136.59

2024/05/11 Drink - G/F 0304 69 180.30 7.02 173.28

2024/05/18 Drink - G/F 0304 60 154.80 6.43 148.37

2024/05/25 Drink - G/F 0304 57 167.75 6.66 161.09

2024/06/01 Drink - G/F 0304 56 141.20 6.24 134.96

2024/06/08 Drink - G/F 0304 65 0.00 0.00 0.00

2024/06/15 Drink - G/F 0304 78 19.00 0.82 18.18

2024/06/29 Drink - G/F 0304 141 26.00 0.91 25.09

2024/07/13 Drink - G/F 0304 107 54.00 2.30 51.70

2024/07/20 Drink - G/F 0304 55 150.30 5.44 144.86

2024/07/27 Drink - G/F 0304 60 179.20 6.99 172.21

2024/08/03 Drink - G/F 0304 55 156.45 6.70 149.75

2024/08/10 Drink - G/F 0304 79 23.00 0.86 22.14

2024/08/17 Drink - G/F 0304 37 14.00 0.50 13.50

2024/08/24 Drink - G/F 0304 53 17.00 0.64 16.36

2024/08/31 Drink - G/F 0304 67 34.00 1.53 32.47

2024/09/14 Drink - G/F 0304 114 45.00 1.88 43.12

2024/09/21 Drink - G/F 0304 77 45.00 1.67 43.33

2024/09/28 Drink - G/F 0304 58 144.05 5.81 138.24

2024/10/05 Drink - G/F 0304 64 157.10 6.36 150.74

2024/10/12 Drink - G/F 0304 65 135.15 4.99 130.16

2024/10/19 Drink - G/F 0304 50 133.75 5.53 128.22

2024/10/26 Drink - G/F 0304 66 26.00 0.88 25.12

2024/11/02 Drink - G/F 0304 102 12.00 0.45 11.55

2024/11/09 Drink - G/F 0304 92 30.00 1.11 28.89

2024/11/16 Drink - G/F 0304 61 11.00 0.43 10.57

2024/11/23 Drink - G/F 0304 35 91.85 2.99 88.86

2024/12/07 Drink - G/F 0304 83 69.00 2.86 66.14

2024/12/14 Drink - G/F 0304 54 143.55 6.57 136.98

2024/12/21 Drink - G/F 0304 52 147.45 5.56 141.89

2024/01/06 Snack 0304 106 183.50 0.00 183.50

2024/01/13 Snack 0304 86 141.50 0.00 141.50

2024/01/20 Snack 0304 65 111.00 0.00 111.00

2024/01/27 Snack 0304 71 125.00 0.00 125.00

2024/02/03 Snack 0304 86 146.50 0.00 146.50

2024/02/10 Snack 0304 85 116.50 0.00 116.50

2024/02/17 Snack 0304 61 81.25 0.00 81.25

2024/02/24 Snack 0304 63 112.50 0.00 112.50

2024/03/02 Snack 0304 85 142.00 0.00 142.00

2024/03/09 Snack 0304 93 157.00 0.00 157.00

2024/03/16 Snack 0304 63 22.00 0.00 22.00

2024/03/23 Snack 0304 106 22.00 0.00 22.00

2024/03/30 Snack 0304 89 145.00 0.00 145.00

2024/04/13 Snack 0304 172 281.50 0.00 281.50

2024/04/20 Snack 0304 65 124.75 0.00 124.75

2024/04/27 Snack 0304 73 134.25 0.00 134.25

2024/05/04 Snack 0304 59 134.00 0.00 134.00

2024/05/11 Snack 0304 82 145.75 0.00 145.75

2024/05/18 Snack 0304 82 150.25 0.00 150.25

2024/05/25 Snack 0304 73 136.25 0.00 136.25

2024/06/01 Snack 0304 92 156.50 0.00 156.50

2024/06/08 Snack 0304 79 144.00 0.00 144.00

2024/06/15 Snack 0304 63 107.00 0.00 107.00

2024/06/29 Snack 0304 160 230.00 0.00 230.00

2024/07/13 Snack 0304 109 184.75 0.00 184.75

2024/07/20 Snack 0304 82 142.00 0.00 142.00

2024/07/27 Snack 0304 52 93.25 0.00 93.25

2024/08/03 Snack 0304 51 97.75 0.00 97.75

2024/08/10 Snack 0304 105 186.50 0.00 186.50

2024/08/17 Snack 0304 68 126.25 0.00 126.25

2024/08/24 Snack 0304 59 107.50 0.00 107.50

2024/08/31 Snack 0304 47 84.00 0.00 84.00

2024/09/14 Snack 0304 111 197.25 0.00 197.25

2024/09/21 Snack 0304 77 120.50 0.00 120.50

2024/09/28 Snack 0304 58 112.75 0.00 112.75

2024/10/05 Snack 0304 74 133.00 0.00 133.00

2024/10/12 Snack 0304 59 110.75 0.00 110.75

2024/10/19 Snack 0304 69 97.50 0.00 97.50

2024/10/26 Snack 0304 80 150.75 0.00 150.75

2024/11/02 Snack 0304 115 180.75 0.00 180.75

2024/11/09 Snack 0304 58 95.00 0.00 95.00

2024/11/16 Snack 0304 60 106.50 0.00 106.50

2024/11/23 Snack 0304 52 93.50 0.00 93.50

2024/12/07 Snack 0304 115 215.75 0.00 215.75

2024/12/14 Snack 0304 46 87.00 0.00 87.00

2024/12/21 Snack 0304 47 78.25 0.00 78.25

TOTAL $13,444.85 $ 328.28 $13,116.57

EXHIBIT D

JUSTICE…