Section 03 – Terms and Conditions AV Upgrades for the Bucks County Public Safey Training Center

General Terms & Conditions

1. Entire Agreement. This contract represents the entire agreement of the parties hereto and may not be modified or changed in any way without the written consent of the parties. If this purchase is a “cooperative” purchase through an approved vendor of the awarding entity, the terms and conditions of the cooperative contract shall prevail over the terms herein. For the purposes of this Purchase Order, “County” shall mean County of Bucks and “Vendor” shall mean the entity listed in the Vendor Identification area of the reverse side.

2. Shipping. All prices stated herein shall be F.O.B. to place of delivery unless specifically set forth herein. Where F.O.B. Shipping Point, the Vendor shall prepay shipping charges and add same to invoice. The Vendor must so indicate on an acknowledgement copy of this Purchase Order or County will not be liable for any freight/delivery charges.

3. Taxes. As a political subdivision of the Commonwealth of Pennsylvania, the County of Bucks is exempt from any sales, excise or Federal transportation taxes and the provisions of the Federal Robinson-Patman Act.

4. Invoices. A separate invoice shall be issued for each Purchase Order. A single invoice shall not be issued for more than one Purchase Order. For the goods, materials, and/or items accepted by the County, Vendor shall submit itemized invoices to the Bucks County Controller’s Office in order that said office may process the same for payment. Any invoices submitted shall include only those goods, materials, and/or items which are the subject to the Purchase Order pursuant to which they are delivered.

5. Partial delivery. Partial deliveries are only permitted if approved by the County in advance and in writing.

6. Inspection. Inspection of all goods, materials, and/or items shall be conducted at the place of delivery unless otherwise specified. All goods, materials, and/or items shall be properly packaged. The County will not accept damaged units. All goods, materials, and/or items delivered shall comply with all federal, state, and local laws relative thereto. Any goods, materials, and/or items which the County, after inspection, rejects or as to which it revokes its acceptance due to non-conformance or the Vendor’s noncompliance with any of the terms of this contract, shall be removed by the Vendor from the delivery point (or other place of inspection if so specified herein) at the Vendor’s risk of loss and expense.

7. Delivery Time. All products or services must be delivered in the calendar year the Purchase Order is issued unless otherwise specified.

8. Pricing. Material on this order is to be furnished at a price no higher than previously charged without written consent from the County, unless price or prices applying have been quoted and accepted.

9. Insurance. Vendor shall maintain the required insurance coverage and limits as specified herein. It shall be the Vendor’s responsibility to notify the County should the insurance be cancelled for any reason, including non-payment or premium.

a. General Commercial Liability General aggregate limit $2,000,000 Products and completed operations $2,000,000 Each occurrence limit $1,000,000

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

Combined single limit $1,000,000

c. Umbrella Liability Each Occurrence $1,000,000 Aggregate Limit $1,000,000

d. Workers Compensation & Employers Liability Bodily injury by accident, each incident $100,000 Bodily injury by disease, each employee $100,000 Bodily injury by disease, policy limit $500,000

e. A waiver of subrogation applies to all liability policies where permitted by law.

f. Additional Insured 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

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

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

10. Waiver of Subrogation. 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.

11. Default. In the case of default by the Vendor in failing to supply and deliver conforming goods, materials, and/or items pursuant to this contract, County may procure same from other sources and charge the Vendor for any excess cost, or damage occasioned thereby, as liquidated damages. This paragraph shall not operate to bar the County from exercising any other remedies to which it may be entitled under the Pennsylvania Uniform Commercial Code Article 2, 13 Pa. C.S.A. §2101 et. seq.

12. Governing Jurisdiction. This contract shall be construed and enforced in accordance with the substantive laws of the Commonwealth of Pennsylvania. The parties confer exclusive jurisdiction to interpret and enforce this contract upon the Court of Common Pleas of Bucks County, Pennsylvania and waive any objections to such jurisdiction and venue, including objection as to an inconvenient forum.

13. Third Party Beneficiaries. Nothing in this contract shall be construed to give any rights or benefits to anyone other than the County and the Vendor. All duties and responsibilities undertaken pursuant to this contract will be for the sole and exclusive benefit of the County and the Vendor, and not for the benefit of any other party; provided, however, that notwithstanding any provision of this contract, the Vendor’s professional responsibilities and obligations shall be to those persons under his professional evaluation to the extent required by law or any applicable code of conduct or ethics.

14. Indemnification. Vendor shall defend, indemnify and hold harmless the County, its divisions, employees, officers and agents from any and all claims, demands, causes of action, losses, damages, liabilities, costs, and/or expenses (including reasonable attorney's fees) asserted against or incurred by the County, its divisions, employees, officers, and/or agents, arising out of, based upon, occasioned by, or in relation to the performance of this contract. This obligation to indemnify shall survive termination or expiration of this contract.

15. False Claims Ordinance. Vendor is aware that knowingly presenting or causing to be presented a false claim for payment or approval to the County may subject Vendor to damages, attorneys’ fees, and costs pursuant to County of Bucks Ordinance No. 163 and other applicable laws. Upon the County’s request, Vendor shall complete and submit a County of Bucks certified claim form or else forfeit the claim.

16. Applicable Laws. This contract is made subject to the applicable provisions of the County Code of Pennsylvania, 16 P.S. §101 et. seq. as amended, and specifically including Chapter 151 inclusive thereof, requiring competitive solicitation for contracts on purchases by the County where the amount of the contract purchase price exceeds the sum of $10,000, subject to certain limited exceptions as legislatively enacted.

17. Assignment. This contract may not be assigned by the Vendor without the written consent of the County, executed by its duly authorized agent.

18. Right-to-Know Law.

a. The Pennsylvania Right-to-Know Law, 65 P.S. §§ 67.101-3104, (“RTKL”) applies to this Agreement. For the purpose of these provisions, the term “the County” shall refer to Bucks County.

b. If the County needs the Vendor’s assistance in any matter arising out of the RTKL related to this Agreement, it shall notify the Vendor using the legal contact information provided in this Agreement. The Vendor, at any time, may designate a different contact for such purposes upon reasonable prior written notice to the County.

c. Upon written notification from the County that it requires the Vendor’s assistance in responding to a request under the RTKL for information related to this Agreement that may be in the Vendor’s possession, constituting, or alleged to constitute, a public record in accordance with the RTKL (“Requested Information”), the Vendor shall:

i. Provide the County, within ten (10) calendar days after receipt of written notification, access to, and copies of, any document or information in the Vendor’s possession arising out of this Agreement that the County reasonably believes is Requested Information and may be a public record under the RTKL; and

ii. Provide such other assistance as the County may reasonably request, like redacting information subject to a RTKL exemption, in order to comply with the RTKL with respect to this Agreement.

d. If the Vendor considers the Requested Information to include a request for a Trade Secret or Confidential Proprietary Information, as those terms are defined by the RTKL, or other information that the Vendor considers exempt from production under the RTKL, the Vendor must notify the County and provide, within seven (7) calendar days of receiving the written notification, a written statement signed by a representative of the Vendor explaining why the requested material is exempt from public disclosure under the RTKL.

e. The County will rely upon the written statement from the Vendor in denying a RTKL request for the Requested Information unless the County determines that the Requested Information is clearly not protected from disclosure under the RTKL.

Should the County determine that the Requested Information is clearly not exempt from disclosure, the Vendor shall provide the Requested Information within five (5) business days of receipt of written notification of the County’s determination.

f. If the Vendor fails to provide the Requested Information within the time period required by these provisions, the Vendor shall indemnify and hold the County harmless for any damages, penalties, costs, detriment or harm that the County may incur as a result of the Vendor’s failure, including any statutory damages assessed against the County.

g. The County will reimburse the Vendor for any costs associated with complying with these provisions only to the extent allowed under the fee schedule established by the Office of Open Records or as otherwise provided by the RTKL if the fee schedule is inapplicable.

h. The Vendor may file a legal challenge to any County decision to release a record to the public with the Office of Open Records, or in the Pennsylvania Courts, however, the Vendor shall indemnify the County for any legal expenses incurred by the County as a result of such a challenge and shall hold the County harmless for any damages, penalties, costs, detriment or harm that the County may incur as a result of the

Vendor’s failure, including any statutory damages assessed against the County, regardless of the outcome of such legal challenge. As between the parties, the Vendor agrees to waive all rights or remedies that may be available to it as a result of the County’s disclosure of Requested Information pursuant to the RTKL.

i. The Vendor’s duties relating to the RTKL are continuing duties that survive the expiration of this Agreement and shall continue as long as the Vendor has Requested Information in its possession.

19. Headings. Headings in this contract are inserted solely for convenience of reference and shall not constitute a part of this contract, nor shall they affect its meaning, construction, or interpretation.

Special Terms and Conditions

20. Surety. Where the Agreement calls for the doing and performing of Public Work and labor necessary for the complete performance of the contract for the construction, reconstruction, alteration or repair of any public building or other Public Work or public improvement, including highway work, and where said contract exceeds $10,000 the successful bidder shall, within twenty (20) days of award, furnish to the County the following:

a. Performance Bond with surety in the amount of 100% of the amount of the Agreement. The Performance Bond shall be conditioned upon the faithful performance of the contract in accordance with the plans, specifications and conditions of the contract.

b. Labor and Material (Payment) Bond with surety in the amount of 100% of this Agreement. The Labor and Material Bond shall be conditioned upon the prompt payment of all material furnished and/or labor supplied in the prosecution of the work.

21. Information Technology Terms and Conditions. The terms and conditions contained within Exhibit A shall apply to this contract.

22. Terms and Conditions for Contracts Made using Commonwealth of PA Grant Funding. The terms and conditions contained within Exhibit B shall apply to this contract.

23. Rules and Regulations for Outside Contractors. The safety rules and regulations contained in Exhibit C shall apply to all outside contracts who perform work in County facilities or on County property as a result of this award.

EXHIBIT A

Information Technology Terms and 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 all data in a mutually agreeable form without additional cost to the County.

2. Audits: Vendor agrees to provide County with information related to data access as requested by County and warrants that its systems will track system activity by user and will produce reports indicating which users accessed participant records and/or changed data, including date and time of access/change.

3. 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.

4. 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. At County’s request, Vendor shall furnish County a description of its safeguards and notice of any material revision thereto. To the extent Vendor furnishes professional services to County, Vendor represents that it shall not request or access more than the minimum amount of County data necessary for the performance of its professional services

5. 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.

6. Security Breaches: Vendor agrees to take appropriate measures to prevent security breaches, as defined in 73 Pa. Stat. § 2301 (“Security Breach”). In the event of an actual Security Breach at the fault of Vendor, Vendor shall comply with the notification and notice requirements of the Pennsylvania Breach of Personal Information Notification Act, 73 Pa.

Stat. § 2301. Vendor shall maintain appropriate records of its investigations of actual Security Breaches.

7. Reporting Inadvertent Disclosures: Vendor agrees to report promptly, and in writing, to County any use or disclosure of County data not provided for by this Agreement and any security breach within the meaning of 73 Pa. Stat. § 2301 of which it becomes aware.

8. Bucks County Privacy Policy: Vendor will comply with County’s Privacy Policy and will use its best efforts to ensure, through written agreement, that any agent to whom it provides County data also agrees to adhere to the Bucks County Privacy Policy and the same restrictions and conditions that apply through the underlying SOW. Vendor warrants that its Privacy Policy will allow compliance with, at a minimum, the Health Insurance Portability and Accountability Act (HIPAA) Privacy Rule; The Health Information Technology for Economic and Clinical Health (HITECH) Act; Pennsylvania Breach of Personal information Notification Act as amended by the Pennsylvania Act 151 of 2022; the Pennsylvania Social Security Number Privacy Act; and 42 Code of Federal Regulations (CFR) part 2, where applicable.

9. Modification of County Data: County will have access to modify County data at any time during the term of the Agreement.

10. 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.

11. Authority to Act: Vendor may act pursuant to a request of County only if such request is made by an individual who is, or who is in a position or class, authorized to act on behalf of County in such regard, as specified in the Contact Sheet filled out by County or otherwise provided via written notice from County to Vendor.

12. SOC-2 Reports: Vendor agrees to attach, for any systems that are hosted by Vendor, a currently valid SOC-2 report, from an accredited auditing firm to the Agreement. Vendor agrees to maintain such certification throughout the term of the respective SOW. SOC-2 reports shall be provided for all systems in use by Vendor to perform under this Agreement that has County Data stored, transmitted, or otherwise processed by and/or through.

13. Encryption: All County data will be encrypted in storage and in transit at all times.

14. Secondary Site: Vendor agrees, for systems hosted by Vendor, to provide for a secondary site (backup site) in the case of primary site unavailability. Vendor shall ensure that all County data is backed up and stored in a manner that safeguards against unintentional modification, destruction, or cyber-criminal activity.

15. 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.

16. ADA Accessibility: Vendor certifies that all content, including, but not limited to, forms, pages, fields, information windows, etc., with special detail and content that is viewable and/or editable by the public, shall be in compliance with the American with Disabilities Act.

If the successful offeror will, for public use, create web content, offer services through a web browser, or mobile applications for the County, the offeror must comply with 28 CFR 35 Subpart H (Web and Mobile Accessibility) by ensuring accessibility at WCAG 2.1, Level AA specifications at a minimum. Offeror will defend, at their own expense, any action taken that challenges the accessibility of the unaltered content provided by the offeror.

17. Any documents provided by the offeror that will be made available via the County's websites or mobile applications must also meet ADA accessibility requirements. This includes, but is not limited to, ensuring compliance with Section 508 standards for electronic documents, providing text alternatives for images, using structured headings for readability, and ensuring compatibility with screen readers.

18. The offeror must also provide editable source documents (e.g., Word files, Excel files, HTML formats) alongside final published versions to facilitate future accessibility updates and ongoing compliance.

19. Secure Networks Act. Vendor agrees that it shall not introduce onto the County network any technology covered under section 2 of the Secure Networks Act. Such prohibited technologies can be found at https://www.fcc.gov/supplychain/coveredlist.

20. Bucks County staff or other authorized users defined by Bucks County: Vendor agrees to offer Single-Sign-On authentication with Bucks County’s Active Directory (AD) controller. Any login that is not SSO-enabled, shall have multi-factor authentication enabled.

Software-as-a-service systems are excluded from the following policies. The following only applied for systems maintained on county network:

21. System Logins: Vendor agrees to use multi-factor authentication for all County system logins.

22. Network Connectivity: County will utilize best efforts to resolve connectivity issues between County and Vendor. Vendor is wholly responsible for the maintenance and support of the network connectivity, including 5G (or other technology) router supplied by Vendor to connect to County systems.

23. System Access: Vendor agrees to notify County IT Help Desk of all system access requirements in advance, when possible. Vendor agrees to work with County towards a mutually agreeable system maintenance schedule.

EXHIBIT B

Terms and Conditions for Awards made using Commonwealth of PA Grant Funding

1. Acknowledgment. The Vendor acknowledges that this contract is made using Emergency Service Training Center Capital Grant funds from the Commonwealth of Pennsylvania.

2. Indemnification. Vendor shall indemnify and defend the Commonwealth against all third-party claims, suits, demands, losses, damages, costs, and expenses, including without limitation, litigation expenses, attorneys' fees, and liabilities, arising out of or in connection with any activities performed by the Vendor or its employees and agents pursuant to this agreement.

3. Nondiscrimination/Sexual Harassment.

a. Representations. The Vendor represents that it is presently in compliance with and will remain in compliance with all applicable federal, state, and local laws, regulations, and policies relating to nondiscrimination and sexual harassment for the term of the agreement. The Vendor shall, upon request and within the time periods requested by the Commonwealth, furnish all necessary employment documents and records, including EEO-1 reports, and permit access to its books, records, and accounts by the Commonwealth for the purpose of ascertaining compliance with provisions of this Nondiscrimination/Sexual Harassment Clause.

b. Nondiscrimination/Sexual Harassment Obligations. The Vendor shall not:

i. in any manner discriminate in the hiring of any employee(s) for the performance of the activities required under this agreement or any subgrant agreement, contract, or subcontract, by reason of race, gender, creed, color, sexual orientation, gender identity or expression, or in violation of the Pennsylvania Human Relations Act (“PHRA”) and applicable federal laws, against any citizen of this Commonwealth who is qualified and available to perform the work to which the employment relates.

ii. in any manner discriminate by reason of race, gender, creed, color, sexual orientation, gender identity or expression, or in violation of the PHRA and applicable federal laws, against or intimidate any of its employees.

iii. in any manner discriminate by reason of race, gender, creed, color, sexual orientation, gender identity or expression, or in violation of the PHRA and applicable federal laws, in the provision of services under this agreement or any subgrant agreement, contract, or subcontract.

iv. in any manner discriminate by reason of race, gender, creed, color, sexual orientation, gender identity or expression, or in violation of PHRA and applicable federal laws, against any subgrantee, contractor, subcontractor, or supplier who is qualified to perform the work to which this agreement relates.

v. in any manner discriminate against employees by reason of participation in or decision to refrain from participating in labor activities protected under the Public Employee Relations Act, Pennsylvania Labor Relations Act, or

National Labor Relations Act, as applicable, and to the extent determined by entities charged with the Acts’ enforcement and shall comply with any provision of law establishing organizations as employees’ exclusive representatives.

c. Establishment of Vendor Policy. The Vendor shall establish and maintain a written nondiscrimination and sexual harassment policy that complies with the applicable law and these Nondiscrimination/Sexual Harassment provisions and shall inform its employees in writing of the policy. The policy must contain a provision that states that sexual harassment will not be tolerated and employees who practice it will be disciplined. For the entire period of this agreement, the Vendor shall: (1) post its written nondiscrimination and sexual harassment policy or these Nondiscrimination/Sexual Harassment provisions conspicuously in easily accessible and well-lighted places customarily frequented by employees at or near where the contracted activities are performed; or (2) provide electronic notice of the policy or this clause to its employees not less than annually.

d. Notification of Violations. The Vendor’s obligations pursuant to these provisions are ongoing from the effective date and through the termination date of the agreement.

Accordingly, the Vendor shall notify the Commonwealth if, at any time during the term of this agreement, it becomes aware of any actions or occurrences that would result in violation of these provisions.

e. Cancellation or Termination of Agreement. The County may cancel or terminate this agreement and all money due or to become due under this agreement may be forfeited for a violation of the terms and conditions of these Nondiscrimination/Sexual Harassment provisions. In addition, the granting agency may proceed with debarment or suspension.

f. Contracts, and Subcontracts. The Vendor shall include these Nondiscrimination/Sexual Harassment provisions in its subcontract agreements with contractors and subcontractors providing goods or services under this agreement.

The incorporation of these provisions in the Vendor’s contracts or subcontracts does not create privity of contract between the County contractor or subcontractor, and no third-party beneficiaries are created by those provisions. If the Vendor becomes aware of a contractor’s, or subcontractor’s violation of these provisions, the Vendor shall use its best efforts to ensure the contractor’s or subcontractor’s compliance with these provisions.

4. Contractor Integrity.

a. Definitions. For purposes of these Vendor Integrity Provisions, the following definitions apply:

i. “Affiliate” means two or more entities where (a) a parent entity owns more than 50% of the voting stock of each of the entities; (b) a common shareholder or group of shareholders owns more than 50% of the voting stock of each of the entities; or (c) the entities have a common proprietor or general partner.

ii. “Vendor” or “Contractor” means the individual or entity, that has entered into this agreement with the County.

iii. Vendor’s Related Parties” means any Affiliates of the Vendor and the Vendor’s executive officers, County officers and directors, or owners of five percent or more interest in the Vendor.

iv. “Financial Interest” means ownership of more than a five percent interest in any business or holding a position as an officer, director, trustee, partner, employee, or holding any position of management.

v. “Gratuity” means tendering, giving, or providing anything of more than nominal monetary value including, but not limited to, cash, travel, entertainment, gifts, meals, lodging, loans, subscriptions, advances, deposits of money, services, employment, or contracts of any kind. The exceptions set forth in the Governor’s Code of Conduct, Executive Order 1980-18, as may be amended, 4 Pa. Code §7.153(b), apply.

vi. “Non-Solicitation Award Process” means a method of awarding grants based on predetermined criteria, without the solicitation of quotes, bids or proposals.

b. Representations and Warranties.

i. Vendor Representation and Warranties. The Vendor represents, to the best of its knowledge and belief, and warrants that within the last five years neither the Vendor nor Vendor Related Parties have:

1. been indicted or convicted of a crime involving moral turpitude or business honesty or integrity in any jurisdiction;

2. been suspended, debarred, or otherwise disqualified from entering into any contract with any governmental agency;

3. had any business license or professional license suspended or revoked;

4. had any sanction or finding of fact imposed as a result of a judicial or administrative proceeding related to fraud, extortion, bribery, bid rigging, embezzlement, misrepresentation or anti-trust; and

5. been, and are not currently, the subject of a criminal investigation by any federal, state, or local prosecuting or investigative agency or civil anti-trust investigation by any federal, state, or local prosecuting or investigative agency.

ii. Vendor Explanation. If the Vendor cannot make the representations and warranties set forth above at the time of its submission of its RFQ response or if the agreement is awarded pursuant to a Non-Solicitation Award Process at the time of the execution of the agreement, the Vendor shall submit a written explanation outlining the reasons why it cannot make those representations and warranties. The County may, based on its evaluation of the explanation provided, determine whether it is in the County’s best interest to execute the agreement.

iii. Further Representations. By submitting any bills, invoices, or requests for payment pursuant to the agreement, the Vendor further represents that it has not violated any of these Contractor Integrity Provisions during the term of the agreement.

iv. Notice. The Vendor shall immediately notify the County, in writing, if at any time during the term of the agreement it becomes aware of any event that would cause the Vendor’s certification or explanation to change. The Vendor acknowledges that the County may, in its sole discretion, terminate the agreement for cause if it learns that any of the certifications made in these Vendor Integrity Provisions are currently false or misleading due to intervening factual circumstances or were false or misleading or should have been known to be false or misleading when entering into the agreement.

c. Vendor Responsibilities. During the term of this agreement, the Vendor shall:

i. maintain the highest standards of honesty and integrity.

ii. take no action in violation of any applicable laws, regulations, or other requirements applicable to the Vendor that govern County contracting or grant administration.

iii. establish and implement a written business integrity policy that includes, at a minimum, the requirements of these Vendor Integrity Provisions as they relate to the Vendor’s activity with the County and County employees and ensure that its employees comply with the policy.

iv. not accept, agree to give, offer, confer, agree to confer, or promise to confer, directly or indirectly, any gratuity or pecuniary benefit to any person, or to influence or attempt to influence any person in violation of any federal or state law, regulation, executive order, statement of policy, management directive, or bulletin applicable to the award of grants or the administration of this agreement.

v. not have a financial interest in any other subgrantee, contractor, subcontractor, or supplier providing services, labor, or material under this agreement, unless the financial interest is disclosed to the County in writing and the County consents to Vendor’s financial interest. The Vendor must disclose the financial interest to the County at the time of submission of its RFQ response, or if a Non-Solicitation Award Process is used, no later than the date the County signs the agreement. The County shall be deemed to have consented if the required disclosure is received and all of the required County signatures are affixed.

vi. comply with the requirements of the Lobbying Disclosure Act (65 Pa.C.S.

§13A01 et seq.) regardless of the method of award.

vii. comply with the requirements of Section 1641 of the Pennsylvania Election Code (25 P.S. § 3260a) if this agreement was awarded pursuant to a Non- Solicitation Award Process.

viii. immediately notify the County or the Office of the State Inspector General, in writing, when the Vendor has reason to believe that any breach of ethical standards as set forth in law, the Governor’s Code of Conduct, or these Vendor Integrity Provisions has occurred or may occur, including, but not limited to, contact by a Commonwealth or County officer or employee, which, if acted upon, would violate the ethical standards.

d. Investigations. If a State Inspector General investigation is initiated, the Vendor shall:

i. reimburse the County or the Commonwealth, as applicable, for the reasonable costs of investigation incurred by the Office of the State Inspector General for investigations of the Vendor’s compliance with the terms of this or any other agreement between the Vendor and the County that results in the suspension or debarment of the Vendor. The Vendor shall not be responsible for investigative costs for investigations that do not result in the Vendor’s suspension or debarment.

ii. cooperate with the Office of the State Inspector General in its investigation of any alleged Commonwealth or County agency or employee breach of ethical standards and any alleged Vendor non-compliance with these Vendor Integrity Provisions and make identified Vendor employees and volunteers available for interviews at reasonable times and places.

iii. upon the inquiry or request of an Inspector General, provide, or if appropriate, make promptly available for inspection or copying, any information of any type or form deemed relevant by the Office of the State Inspector General to Vendor’s integrity and compliance with these provisions. This information may include, but is not be limited to, the Vendor’s business or financial records, documents or files of any type or form that refer to or concern this agreement.

e. Termination. For violation of any of these Vendor Integrity Provisions, the County may terminate this agreement and any other contract with the Vendor, claim liquidated damages in an amount equal to the value of anything received in breach of these Vendor Integrity provisions, claim damages for all additional costs and expenses incurred in obtaining another Vendor to complete performance under this agreement, and debar and suspend the Vendor from doing business with the Commonwealth and/or the County. These rights and remedies are cumulative, and the use or non-use of any one does not preclude the use of all or any other. These rights and remedies are in addition to those the Commonwealth or the County may have under law, statute, regulation, or otherwise.

f. Subcontracts. The Vendor shall include these Vendor Integrity Provisions in its contracts, and subcontracts with all contractors and subcontractors providing goods or services under this agreement. The incorporation of this provision in the Vendor’s contracts, and subcontracts shall not create privity of contract between the County and any contractor, or subcontractor, and no third-party beneficiaries are created by the inclusion of these provisions. If the Vendor becomes aware of a subgrantee’s, contractor’s, or subcontractor’s violation of these provision, the Vendor shall use its best efforts to ensure their compliance with these provisions.

5. Americans with Disabilities Act.

a. No Exclusion. Pursuant to the Americans with Disabilities Act, 42 U.S. Code § 12101, et seq., no qualified individual with a disability may, on the basis of the disability, be excluded from participation in this agreement or from activities provided for under this agreement.

b. Compliance. For all goods and services provided pursuant to this agreement, the Vendor shall comply with Title II of the Americans with Disabilities Act, the "General Prohibitions Against Discrimination” set forth in 28 C. F. R. § 35.130, and all other regulations promulgated under Title II of the Americans with Disabilities Act that apply to state and local governments.

c. Indemnification. The Vendor shall indemnify the County against all third-party claims, suits, demands, losses, damages, costs, and expenses, including without limitation, litigation expenses, attorneys' fees, and liabilities, arising out of or in connection with the Vendor’s failure or its employee’s or agent’s failure to comply with the provisions of paragraph a, as determined by the County in its sole discretion.

6. Worker Protection and Investment. The Vendor shall comply with all applicable Pennsylvania state labor laws and worker safety laws including, but not limited to, the following:

a. Construction Workplace Misclassification Act;

b. Employment of Minors Child Labor Act;

c. Minimum Wage Act;

d. Prevailing Wage Act;

e. Equal Pay Law;

f. Employer to Pay Employment Medical Examination Fee Act;

g. Seasonal Farm Labor Act;

h. Wage Payment and Collection Law;

i. Industrial Homework Law;

j. Construction Industry Employee Verification Act;

k. Act 102: Prohibition on Excessive Overtime in Healthcare;

l. Apprenticeship and Training Act; and

m. Inspection of Employment Records Law.

EXHIBIT C

Rules and Regulations for Outside Contractors

PRACTICE

It is the practice of Bucks County to require outside contractors to abide by established safety rules and regulations designed to protect our personnel and facilities. The intent of this procedure is to provide sufficient information to allow our contractors to conduct business in all County facilities in a safe and professional manner.

PROCEDURE

The General Services Department shall communicate the safety rules and regulations for outside contractors to the contractor or his representative prior to the beginning of work and inform the contractor that violation of these rules and regulations by the contractor may be grounds for cancellation of the contract by the County Commissioners or the Chief Operating Officer.

All threats to safety involving outside contractors must be reported to the General Services Department.

Bucks County Purchasing Department or requesting department shall send a copy of this procedure to all contractors as part of any bid or quote package issued.

The contractor must notify the General Services Department by phone at 215-345-3950 before starting work at any County facility.

RULES

1. The contractor is responsible for adherence to existing local, state and federal codes and regulations.

2. Personal vehicles may be parked in designated areas; all parking regulations as posted must be observed.

3. The possession of any type of weapon on county property is prohibited. The contractor shall not allow his employees to work under the influence of narcotics or intoxicating beverages.

4. Fighting, horseplay and running are prohibited within the entire facility.

5. Smoking is not permitted.

6. Before starting any excavation, the contractor must consult with the General Services department for all known underground utilities. The contractor is also responsible to schedule a PA one Call before starting any work. All open pits and excavated areas must be properly protected at all times. Barricades, identification signs or other warning devices must be used at these hazardous locations when no work is being performed.

7. The treatment of injuries sustained by the contractor’s employees shall be the responsibility of the contractor.

8. Regardless of the type of fuel used, all fuel-driven machines must be shut down for refueling.

9. Gasoline powered trucks must be equipped with a spark-arrester on tail pipe. No riders, other than the driver, are permitted on either empty or loaded trucks. Refueling must be done outside the building.

10. Adequate and proper eye protection such as safety glasses, face shields or goggles must be properly worn at all times when work offers an eye injury exposure. Safety glasses must also be worn in any posted area requiring their use.

11. Oily or otherwise dirty disposable wiping cloths must be deposited in closed covered containers.

12. Housekeeping is the contractor’s responsibility. Clean-up of the respective working areas must be accomplished at the end of the day or shift or more often if an unusual hazard is created.

13. Bulk storage of flammable liquids must be kept outside of buildings. No more than one day's working supply should be inside the building at any time and they must be kept in properly labeled self-closing covered safety containers.

14. Dunnage, binding wire, metal strapping and other types of debris must be cleaned up immediately after use and taken to designated collection areas. At no time shall scrap be permitted to remain in aisles and areas where it could become a "tripping" or a "slip and fall" hazard.

15. Aisles, exits, walkways and fire protection equipment must be maintained free from obstruction at all times. Fire doors must not be blocked or fastened open. Wires, cables or hoses, etc. shall not pass through a doorway and prevent the fire door from closing completely.

16. Adequate fire protection must be provided at every job site where flame and spark producing equipment is used. This equipment must be inspected by the contractor before it is used to ensure that it is in good working order. A Cutting and Welding Permit must be secured from the General Service Department before starting such work.

17. General Services, in conjunction with the Fire Marshal’s Office shall show the contractor the various methods of transmitting fire alarms within the facility. It is the responsibility of the contractor to familiarize his employees with these methods.

18. When welding and/or cutting are done in storage rooms, flammable liquid area and vapor degreaser areas, the flammable material must be adequately covered with flame retardant tarpaulins. While the cutting and/or welding is being done, at least one person must be stationed in the immediate area with a suitable fire extinguisher.

19. When cutting, welding or grinding work is to be done in the immediate vicinity of county employees, adequate screen protection from flying objects must be provided.

20. If and when it becomes necessary to use a fire extinguisher, it must be reported immediately to the General Services Department.

21. All ladders must be substantially built, free of defects and provided with the necessary safety equipment. Extension ladders, while in use, must be securely fastened to prevent them from falling or skidding. Aluminum ladders are not permitted.

22. Acetylene, oxygen, nitrogen and other compressed gas cylinders must be securely fastened in an upright position.

23. Contractors must store gas cylinders in a specified location. After completion of the work, the contractor is responsible for the removal of all his gas cylinders.

24. Any spillage, regardless of its nature, must be cleaned up immediately.

25. Safety guards or other devices shall not be removed from tools or equipment except for repairs and must be replaced upon completion of repair.

26. Scaffolds planks, ladders, ropes, ground wires, etc., shall be inspected by the contractor and replaced if they prove to be defective.

27. Hard hats should be worn when overhead work is being performed.

28. Temporary wiring must be properly insulated and substantially supported.

29. If work necessitates the turning off of any portion of the sprinkler systems or power, General Services Department in conjunction with the Fire Marshal’s Office, must be notified 24 hours prior to these systems being turned off or on.

30. It is the responsibility of the contractor to see that only authorized, qualified (licensed if required) personnel use power actuated (stud) tools. Adequate shields to lessen the danger of flying materials must be erected if work is done in close proximity to county employees.

31. It is the responsibility of the contractor's representative to familiarize himself with the building or work area layout and to instruct employees in the location of emergency exits and evacuation routes.

32. The contractor’s employees will be permitted access only to those areas necessary for the performance of contractual work. Under no circumstances are the contractor’s employees allowed to tour or roam around the facility or enter areas not necessary for the performance of their work.

33. “Strike anywhere” matches are not permitted

34. All personnel must wear shirts with sleeves that cover the shoulders and pants that cover the entire leg to the ankle.

35. At no time is work permitted with materials that the employee does not understand or are not aware of the hazard. The contractor is required to have Material Safety Data Sheets for all materials