AGREEMENT

THIS AGREEMENT, made this _____________ by and between (Name and Address):

(hereinaf ter referred to as “Supplier”) and the County of Bucks, 55 East Court Street, Doylestown Pennsylvania 18901 (hereinaf ter referred to as “County”).

W I T N E S S E T H

1. Supplier shall supply and deliver to the County such goods awarded to Supplier pursuant to the following Sealed Bid–Contract for Two-Year Contract for Laundry Chemicals, Dispensing Systems and Service, Spec #47- 10/26, in accordance with the scope of services set forth in the Notice to Bidders, specif ications related thereto, Supplier’s executed bid and in accordance with the legal advertisement for sealed bids published in the Intelligencer on September 25 and 29, 2026 all of which are incorporated herein by reference as though fully set forth at length.

2. The Agreement sum shall be UNIT COST as indicated in the Supplier’s executed bid. Said prices shall be the total compensation paid by the County to the Supplier including all related incidental work thereto.

3. Supplier further agrees to indemnify, defend and save harmless the County f rom any and all actions, claims and demands whatsoever that may result f rom Supplier’s use of any facilities owned by the County and does further agree to repair any damage to the County-owned property caused by Supplier’s negligence or willful actions and the Supplier shall further supply proof of the required insurances as set forth in the subject specif ications and set forth below:

A. 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).

General Aggregate Limit $2,000,000.

Products and Completed Operations Aggregate Limit $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. Excess (Umbrella) Liability coverage is to be in an umbrella form. Any restrictions or limitations in coverage should be specif ied on the certif icate of insurance-

Each Occurrence $1,000,000.

Aggregate Limit $1,000,000

D. Workers Compensation Statutory and Employer’s Liability Bodily Injury by Accident $ 100,000. each accident Bodily Injury by Disease $ 100,000. each employee Bodily Injury by Disease $ 500,000. policy limit E. A Waiver of Subrogation is granted in favor of the County of Bucks, its Board of Commissioners, employees, directors, of f icers, departments and divisions in accordance with the policy provisions of the General Liability, Automobile Liability, Excess (Umbrella) Liability, and Workers Compensation policies where allowed by law.

F. When it applies, Additional Insured – must read: The County of Bucks, its Board of Commissioners, employees, directors, of f icers, 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 Agreement: Two-Year Contract for Laundry Chemicals, Dispensing Systems and Service, Spec #47- 10/26.

G. 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.

H. Certif icate Holder - “County of Bucks Board of Commissioners”, Attn: Of f ice of the Controller, 55 East Court Street, Doylestown PA 18901

FAILURE TO SUPPLY PROOF OF INSURANCE SHALL CONSTITUTE A MATERIAL BREACH OF THIS

AGREEMENT. Remedies for such material breach include termination of agreement by County and / or the withholding of payments by the County until such time that material breach is cured.

4. The parties hereto do hereby agree that they shall comply with all conditions and provisions of the specif ications whenever such specif ications 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.

5. TERMINATION FOR CONVENIENCE The County shall have the right to terminate the Contract for its convenience without penalty or recourse if the County determines termination to be in its best interest. Upon receipt of the written notice, the Supplier shall immediately stop all work as directed in the notice, notify any/all subcontractors of the ef fective date of the termination, and minimize all further costs to the County. The Supplier shall be paid for work satisfactorily completed and for any costs accrued performing the Contract prior to the ef fective date of the termination. This shall be the Supplier’s sole remedy against the County in the event of termination under this provision. In no event shall the Supplier be entitled to recover loss of prof its; loss of use of money; or administrative or overhead costs accrued af ter the date of termination.

6. HOLD HARMLESS CLAUSE

A. In the event that any of the insurance hereinbefore provided shall not, by reason of any act, omission or negligence of the Supplier be procured or kept in full force and ef fect, the Supplier shall indemnify, defend and save harmless the County of Bucks, its of f icers, subordinates, employees and agents against losses, claims and demands to the same extent as the County would have been indemnif ied by each insurance if it had been in full force and ef fect. The Supplier shall also indemnify and hold 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 f ranchise or average provision therein and to the extent that the proceeds of insurance collections f rom underwriters are reduced by any customary broker’s commissions.

B. Notwithstanding the above, neither party shall enter into any settlement without the other party's written consent, which shall not be unreasonably withheld. The County may, in its sole discretion, allow the Contractor to control the defense and any related settlement negotiations. In addition to the foregoing indemnity obligation, Contractor shall indemnify the County for any and all costs associated with establishing or enforcing this indemnity obligation.

7. SUITS AND CLAIMS The Supplier agrees to indemnify, defend, and save harmless the County, and all its of f icers, subordinates, employees and agents, f rom 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 by reason of the conduct or omissions of the Supplier or his agents, servants, or employees in the performance of this Agreement or subsequent to the completion of the work under this Agreement whether such injury or damages be due to negligence, willful misconduct 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 benef iciary a right of action upon any person whatsoever and nothing hereinbefore or hereinaf ter set forth shall be construed so as to confer upon any person other than the County of Bucks a right of action either under this Agreement or in any manner whatsoever.

8. APPLICABLE LAW This Agreement shall be governed by and interpreted and enforced in accordance with the laws of the Commonwealth of Pennsylvania (without regard to any conf lict of law’s provisions) and the decisions of the Pennsylvania courts. The Supplier consents to the venue and jurisdiction of the Court of Common Pleas of Bucks County in Pennsylvania, waiving any claim or defense that such forum is not convenient or proper.

The Supplier agrees that any such court shall have in personam jurisdiction over it, and consents to service of process in any manner authorized by Pennsylvania law.

9. INTEGRATION The Agreement, including all referenced documents and attachments, constitutes the entire agreement between the parties. No agent, representative, employee or of f icer of either the County or Supplier has authority to make, or had made, any statement, agreement or representation, oral or written, in connection with the Agreement, which in any way can be deemed to modify, add to or detract f rom, or otherwise change or alter its terms and conditions unless otherwise explicitly stated within the agreement. No negotiations between the parties, nor any custom or usage, shall be permitted to modify or contradict any of the terms and conditions of the Agreement. No modif ications, alterations, changes, or waiver to the Agreement or any of its terms shall be valid or binding unless accomplished by a written amendment signed by both parties. All such amendments will be made pursuant to the terms of the Agreement or using the appropriate County form.

10. CONTROLLING TERMS AND CONDITIONS The terms and conditions of this Agreement shall be the exclusive terms of agreement between the Supplier and the County. Other terms and conditions or additional terms and conditions included or referenced in the Supplier’s invoices, business forms, or other documentation shall not become part of the parties’ agreement and shall be disregarded by the parties, unenforceable by the Supplier and not binding on the County.

11. RIGHT TO KNOW LAW

A. The Pennsylvania Right-to-Know Law, 65 P.S. §§ 67.101-3104, (“RTKL”) applies to this Agreement.

B. If the County needs the Supplier’s assistance in any matter arising out of the RTKL related to this

Agreement, it shall notify the Supplier using the legal contact information provided in this Agreement.

The Supplier, at any time, may designate a dif ferent contact for such purpose upon reasonable prior written notice to the County.

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

1) Provide the County, within ten calendar days af ter receipt of written notif ication, access to, and copies of , any document or information in the Supplier’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

2) Provide such other assistance as the County may reasonably request, in order to comply with the RTKL with respect to this Agreement.

D. If the Supplier considers the Requested Information to include a request for a Trade Secret or Conf idential Proprietary Information, as those terms are def ined by the RTKL, or other information that the Supplier considers exempt f rom production under the RTKL, the Supplier must notify the County and provide, within seven calendar days of receiving the written notif ication, a redacted copy of such document along with a written statement signed by a representative of the supplier explaining why the requested material is exempt f rom public disclosure under the RTKL.

E. The County will rely upon the written statement f rom the Supplier in denying a RTKL request for the Requested Information unless the County determines that the Requested Information is clearly not protected f rom disclosure under the RTKL. Should the County determine that the Requested Information is clearly not exempt f rom disclosure, the Supplier shall provide the Requested Information within f ive business days of receipt of written notif ication of the County’s determination.

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

G. The Supplier shall have the obligation to request participation and defend the decision issued by the Bucks County Of f ice of Open Records in any appeal to the Pennsylvania Of f ice of Open Records and subsequent appeal regarding documents of Supplier

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

IN WITNESS WHEREOF, the parties hereto, intending to be legally bound and authorized to sign this Agreement on behalf of the respective parties and hereby execute this Agreement the day and year f irst above written.

Company Name

BY:_______________________________________

Signature Title

Printed Name Title

SS # or FEDERAL I.D. #

COUNTY OF BUCKS

BY THE BOARD OF COMMISSIONERS

ATTEST: __________________________________________

Diane M. Ellis-Marseglia, LCSW, Chair

Chief Clerk Robert J. Harvie, Jr., Vice Chair

Gene DiGirolamo, Secretary