Medical Grade Oxygen

COUNTY OF BERKS Invitation to Bid #22-23-JR for Medical Grade Oxygen Issued on October 19, 2022 Submittal Deadline: Monday, November 21, 2022, at 1:00 P.M. Local prevailing time Refer to Section One, paragraph 2.1 for submittal instructions. Opening Date/Time: Monday, November 21, 2022, at 2:15 P.M. Local prevailing time County’s Point-of-Contact for this ITB: Name: Jennifer Rhoads, Senior Buyer Tel: 610-478-6168 ext. 6278 Fax: 610-898-7432 Email jarhoads@countyofberks.com Mailing Address: Berks County Services Center, 633 Court Street – 13th Floor, Reading, PA, 19601 This Invitation to Bid (ITB) package consists of 56 pages including this cover page and the Table of Contents page. If the ITB package you received is missing any pages, contact the County of Berks Purchasing Department at telephone number (610) 478-6168. TABLE OF CONTENTS SECTION One Instructions to Bidders Part 1 – Introduction and General Instructions

Part 2 – Bid Submission: Format and Content Part 3 – Evaluation of Bids Part 4 – Operation of Resulting Agreement Two Technical Specifications ATTACHMENTS Attachment A Bid Form Attachment B Piggyback Agreement Attachment C Non-Collusion Affidavit Attachment D Reference Form Attachment E Bid Bond Attachment F Consent of Surety Attachment G No Bid Reply Form Attachment H Form of Agreement and General Conditions Attachment I Performance Bond Attachment J Form of Purchase Order Attachment K Worker Protection and Investment Certification Form BOP-2201 SECTION ONE INSTRUCTIONS TO BIDDERS 2 PART 1 - Introduction and General Instructions 1.1 Purpose of Invitation to Bid This Invitation to Bid (“ITB”) sets forth the terms and conditions under which a successful Bidder shall be obligated to supply and deliver an indefinite quantity of Medical Grade Oxygen as further detailed in the specifications (“Goods and Services”), through sealed bids (each a “Bid”) and which are requested by the County of Berks (hereinafter “County”), a municipal corporation with its principal office in Reading, Pennsylvania. If the County elects to make an award to the lowest responsive, responsible Bidder for the Goods and Services, the Form of Agreement and General Conditions included as Attachment H to this ITB as well as all documents incorporated therein shall form the entire agreement between the County and the successful Bidder (“Agreement”). 1.2 Pre-Bid Meeting Not applicable 1.3 Due / Opening Dates 1.3.1 The deadline for receipt of Bids is 1:00 P.M., local prevailing time, Monday, November 21, 2022 (“Bid Deadline”). The County Controller’s time clock shall be considered the official time. There will be no exceptions to Bid Deadline. See Section One, paragraph 2.1 for detailed submittal instructions. 1.3.2 Bids will be opened publicly at 2:15 P.M., local prevailing time, the same day, Monday, November 21, 2022 (“Bid Opening”). Bidders may attend the bid opening through a live broadcast using Microsoft Teams. A summary of Bids received (company name and Bid price) will be posted on the Purchasing Department page of the County’s website (www.countyofberks.com). The Microsoft Teams URL for the opening can be found on the following site under the listing for this specific ITB: https://www.co.berks.pa.us/Dept/Purchasing/Pages/ITBRFP.aspx 1.4 Bid Modification / Withdrawal 1.4.1 Bids may not be modified after submittal. Bids may be withdrawn after submittal, provided the Bidder makes its request to withdraw in writing and the request is acknowledged by the Owner in writing prior to the time specified for Bid opening in the Invitation to Bid. 1.4.2 Negligence by Bidder in preparing its Bid confers no right of withdrawal or modification of its Bid after such Bid has been opened. No claims on account of mistakes or omissions in any Bid will be considered. 1.4.3 Notwithstanding the above, a Bidder may withdraw its Bid after such Bid has been opened if the price Bid was submitted in good faith, and the Bidder submits credible evidence that the reason for the price Bid being substantially lower was a clerical mistake as opposed to a judgment mistake, and was actually due to an unintentional and substantial arithmetical error or an unintentional omission of a substantial quantity of work, labor, material or services made directly in the compilation of the Bid; provided, (i) notice of a claim of the right to withdraw such Bid is made in writing with the County within two (2) business days after the Bid Opening; and (ii) the withdrawal of the Bid would not result in the awarding of the Agreement on another Bid of the same Bidder, its partner, or to a corporation or business venture owned by or in which such Bidder has a substantial interest. No Bidder who is permitted to withdraw a Bid shall supply any material or labor to or perform any subcontract or other work agreement for any person to whom the Agreement may be subsequently awarded without the prior written approval of the County. https://www.co.berks.pa.us/Dept/Purchasing/Pages/ITBRFP.aspx SECTION ONE INSTRUCTIONS TO BIDDERS 3 1.4.4 Bids shall be irrevocable for sixty (60) days after the actual day of opening thereof unless delayed by the required approval of another governmental agency, the sale of bonds or the award of a grant, in which case, Bids shall be irrevocable for one hundred twenty (120) days after Bid opening. Extensions of the date for the award of contract may be made by the mutual written consent of Owner and the lowest responsible and responsive Bidder. 1.4.5 In the event the Prevailing Wage Rates included with the Bidding Document expire after the opening of Bids, but before the award of the Contract, the Bidder agrees that an updated determination of the Prevailing Wage Rates shall be obtained from the Secretary of Labor and Industry and that the Bidder, if awarded the Contract, will pay the Prevailing Wage Rates set forth in such updated determination in accordance with the requirements of the General Conditions. Under such circumstances, the Bidder agrees that it will not withdraw its Bid nor be entitled to increase the amount Bid or the Contract Sum, as applicable. 1.4.6 Withdrawn Bids may be resubmitted up to the time designated for the receipt of Bids provided that they are then fully in conformance with these Instructions to Bidders. 1.5 Bidder Questions / Requested Changes to ITB 1.5.1 Questions requesting changes to the ITB requirements, or requests to bid a product that differs from the Technical Specifications must be submitted in writing to the County’s point- of-contact for this ITB (see cover page) no later than 3:00PM on October 25, 2022. 1.5.2 Requests to bid a product that differs from the Technical Specifications must include detailed specifications on the proposed substitute product(s). If requested by the County, the Bidder shall provide samples of the proposed substitute product(s). Such samples shall be provided at the expense of the Bidder and shall become the property of the County. 1.5.3 Answers to questions, acceptance of requested changes to ITB requirements or Technical Specifications will be provided in an amendment to the ITB, which will be posted on the County’s website (www.countyofberks.com) and notice of the issuance of the amendment will be given to all parties recorded by the County as having received the ITB documents from the County’s Purchasing Department. 1.5.4 Questions answered, or responses not set forth in an amendment shall not be valid and binding upon the County. A Bid that contains exceptions or offers substitute products not previously approved by the County may result in the County rejecting the Bid as a non- responsive Bid. 1.6 Preparation Costs The County will not be responsible for any costs associated with the preparation or submittal of any Bid. If the County rejects a Bid or does not award an Agreement to any particular Bidder, the Bidder agrees that it will not seek to recover lost or expected profits, Bid preparation costs or claims for unjust enrichment. 1.7 Bidders’ Receipt of the ITB Package 1.7.1 The County’s Purchasing Department is the sole authority to provide the ITB package to interested companies or individuals. Bidders who are working from an ITB package obtained from any other source may be working from an incomplete set of documents. The County assumes no responsibility for a Bid’s errors, omissions or misinterpretations resulting from a Bidder’s use of an incomplete ITB package. SECTION ONE INSTRUCTIONS TO BIDDERS 4 1.7.2 Bidders who have received the ITB package from a source other than the County’s Purchasing Department or who have downloaded the ITB package from the County’s website, are advised to contact the Purchasing Department to provide their company’s name, address, telephone number, fax number and contact name. This will ensure that the Bidder will receive all communication regarding the ITB such as addenda. 1.8 Public Information 1.8.1 Under Pennsylvania’s “Right to Know” laws (65 P.S. §§ 67.101-67.3104), public records are required to be open to reasonable inspection. The County will make available for viewing the Bids and associated documents by appointment, at the County’s Purchasing Department. Requests for photocopies of public records must be made to the Chief Clerk and will be provided to the requestor for a nominal per page fee. 1.8.2 Trade secrets and other proprietary data associated with the Goods and Services may be held confidential, if the Bidder requests, in writing, that the County does so, and if the County agrees, in writing, to do so. Material considered confidential by the Bidder must be clearly identified and the Bidder must include a brief statement that sets out the reasons for confidentiality. 1.8.3 All Bids received become the property of the County. PART 2 - Bid Submission: Format and Content 2.1 Submission of Bids 2.1.1 Bids shall be submitted with one (1) original and one (1) copy printed on 81⁄2” x 11” paper to the following address: County of Berks, c/o County Controller, Berks County Services Center, 633 Court Street, 12th Floor, Reading, PA 19601. The original Bid shall be marked “original” and each copy of the Bid must be a complete copy of the original including all attachments and appendixes. 2.1.2 Bids (original and copies) must be enclosed in a sealed, opaque envelope or other container with the words “Sealed Bid – “Medical Grade Oxygen” and the Invitation to Bid number clearly printed on the outside. 2.1.3 To be considered, the Bid must be submitted in accordance with all requirements set forth in this ITB. 2.2 Submission of Samples Not applicable 2.3 Bid Security 2.3.1 Bids must be accompanied by Bid security in the form of a certified check, irrevocable standby letter of credit, or Bid Bond in the amount of ten percent (10%) of the total amount of the Bid. Any surety bond submitted must be covered with surety of a company authorized to do business in the Commonwealth of Pennsylvania. Surety bonds must be furnished using the form provided herein or a replication of this form by the surety company. Such Bid security shall be a guarantee of good faith and is to become the property of the County as just and liquidated damages in the event that the County incurs any losses as a result of the successful Bidder’s failure to furnish the required executed form of agreement, performance security of certificate of insurance within ten (10) business days of date of the County’s request. 2.3.2 Bid security shall be made payable to the “County of Berks”. SECTION ONE INSTRUCTIONS TO BIDDERS 5 2.3.3 The Bid security submitted by each Bidder will be returned after the County has signed the Agreement. 2.3.4 Use of a Bid Bond form other than the one provided herein, Attachment E, or an exact replication of such form is considered a material defect. Failure to include Bid security in the Bid is considered a material defect. Such Bids will be rejected immediately after opening as non-conforming. 2.4 Consent of Surety 2.4.1 If performance security will be provided in the form of a performance bond, a Consent of Surety (sample form included as Attachment F) must be submitted by the Bidder with its Bid. The Consent of Surety shall consist of a statement from the Bidder’s bonding company certifying that, if the Bidder is awarded the Agreement, the bonding company will provide a Performance Bond in the amount of fifty percent (50%) of the total Agreement amount. The Consent of Surety must be accompanied by a Power of Attorney attesting to the signer’s authority to commit the bonding company. The Consent of Surety must not contain any conditions that contradict the terms and conditions of this ITB. 2.4.2 If performance security will be provided in a form other than a performance bond, Bidder must submit with their Bid a statement on company letterhead noting the form in which performance security will be provided. 2.5 To ensure compliance with all applicable Pennsylvania state labor and workforce safety laws, the Bid shall be accompanied by a completed Worker Protection and Investment Certification Form BOP-2201 acknowledging the Bidder’s responsibilities and compliance with Executive Order 2021-06, Worker Protection and Investment, October 21, 2021. Refer to Attachment “K” for the Worker Protection and Investment Certification Form BOP-2201. The Worker Protection and Investment Certification Form BOP-2201 shall be executed by a representative who has sufficient knowledge and authority to make the representations and certifications contained in the Form. 2.6 Use of Bid Forms 2.6.1 The Bid shall be made on the forms included in this ITB and all applicable blanks on such forms shall be filled in. The forms to be included in the Bid are: Attachment A Bid Form; Attachment B Piggyback Agreement; Attachment C Non-Collusion Affidavit; Attachment D Reference Form; Attachment E Bid Bond (or other approved form of Bid security); Attachment F Consent of Surety; and, Attachment K Worker Protection and Investment Certification Form BOP-2201. 2.6.2 A Bidder’s failure to submit proper documentation may result in the County’s rejection of the Bid. 2.6.3 For each line item offered, Bidders shall show both the unit price and extended price. In case of a discrepancy between the unit price and extended price, the unit price will be presumed to be correct, and the extended price shall be corrected accordingly. 2.6.4 Bids for supplies or services other than those specified or approved substitutes will not be considered. SECTION ONE INSTRUCTIONS TO BIDDERS 6 2.7 Evidence of Insurance All Bidders must provide with their Bid a sample certificate of insurance evidencing, at minimum, the insurance coverage types and levels set forth in Attachment H Form of Agreement and General Conditions of this ITB. 2.8 Conflict of Interest 2.8.1 To preserve the integrity of County employees and elected officials and to maintain public confidence in the ITB process, the County prohibits the solicitation or acceptance of anything of value by a County employee or elected official from any person seeking to initiate or maintain a business relationship with County departments, boards, commissions, and agencies. 2.8.2 Bidders shall not pay any salaries, commissions, fees, or make any payments or rebates to any employee, elected official of the County or their designees. Nor shall Bidders favor any employee or elected official of the County or their designees with gifts or entertainment of significant cost or value or with services or goods sold at less than full market value. 2.8.3 It is the Bidder’s responsibility to include in their Bid a notification to the County of any principals in the company, their spouse, or their child who are employed by the County, and of any other possible conflict of interest that exists and the nature of that conflict. 2.8.4 The County reserves the right to disqualify a Bidder or cancel the award of the Agreement if any association disclosed from any source could either give the appearance of a conflict or cause speculation as to the objectivity of the Goods and Services to be supplied by the Bidder. The County’s determination regarding any question of conflict of interest shall be final. 2.9 Proof of Product Equivalency If applicable and/or required in the Technical Specifications, Bids must include proof of product equivalency and/or manufacturer specification sheets. 2.10 Debarment By submitting a Bid, the Bidder certifies to the County that it is not currently under suspension or debarment by the Commonwealth of Pennsylvania or federal government and if the Bidder cannot so certify, then it shall submit with its Bid a written explanation of why such certification cannot be made. PART 3 – Evaluation of Bids 3.1 Evaluation of Bids The County’s intent is to award a single contract for the total requirement of the ITB; however, the County reserves the right to award multiple contracts in any combination that best serves the interest of the County. 3.2 Rejection or Disqualification of Bids 3.2.1 A Bid that is incomplete, obscure, conditioned or contains additions or substitute products not called for or irregularities of any kind, including, but not limited to, alterations or erasures which are not initialed, may be rejected as non-conforming. Reasons for rejection of a Bid at the time of Bid Opening include, but are not limited to, failure to include a signed Bid Bond (if required) on the County’s form; failure to include a signed consent of security (if SECTION ONE INSTRUCTIONS TO BIDDERS 7 required); failure to include a signed Non-Collusion Affidavit; and lack of an authorized signature on the Bid Form. 3.2.2 The County reserves the right to waive a Bid’s minor irregularities if rectified by Bidder within three (3) business days of the County’s issuance of a written notice of such irregularities. 3.2.3 Any Bidder who has demonstrated poor performance during a current or previous agreement with the County may be considered a non-responsible Bidder and its Bid may be rejected. The County reserves the right to exercise this option as is deemed proper and/or necessary. 3.2.4 The County reserves the right to disqualify a Bid before or after opening, upon evidence of collusion with intent to defraud or other illegal practices upon the part of the Bidder. 3.3 Identification of the Lowest Responsive, Responsible Bidder 3.3.1 The County intends to award the Agreement to the lowest responsive, responsible Bidder meeting all terms, conditions, and specifications of the ITB, within sixty (60) days of the opening of the Bids. Submitted Bids shall remain valid during this sixty-day period. The County reserves the right, in its sole and absolute discretion, to accept or reject any and all Bids or parts thereof. 3.3.2 In determining the lowest responsive, responsible Bidder, the following conditions, among others, will be considered. Whether the Bidder: 3.3.2.1 maintains a permanent place of business; 3.3.2.2 has adequate equipment to supply the Goods and Services properly and expeditiously; 3.3.2.3 has suitable financial status to meet obligations to supply the Goods and Services; 3.3.2.4 has had experience on projects of similar character and magnitude; and 3.3.2.5 is licensed to do business in the Commonwealth of Pennsylvania (if applicable). 3.4 Post-Bid Qualifications After the Bid Opening, Bidders must be prepared to present suitable evidence of their qualifications and financial standing within three (3) business days after request by the County. 3.5 Post-Bid Forms 3.5.1 After the County identifies the apparent lowest responsive, responsible Bidder, the County’s Purchasing Office will notify such Bidder. Such Bidder shall, within ten (10) business days of such notice, submit all necessary post-Bid documentation meeting the requirements of this ITB, which shall include, without limitation: 3.5.1.1 an executed Form of Agreement; 3.5.1.2 performance security and 3.5.1.3 certificate of insurance. 3.6 Performance Security 3.6.1 Upon the County’s request, the apparent lowest responsive, responsible Bidder shall furnish performance security guaranteeing that the Goods and Services will be completed and supplied to the County in accordance with the Agreement and within the time specified. The performance security amount shall be equivalent to fifty percent (50%) of the total SECTION ONE INSTRUCTIONS TO BIDDERS 8 Agreement amount. The performance security shall be in the form of a certified check, irrevocable standby letter of credit, or performance bond. Performance bonds must be provided on the County’s Performance Bond Form, a copy of which is included in this Invitation to Bid as Attachment I. The successful Bidder shall pay the entire cost of the performance security. All Bidders are hereby informed that failure to post the required performance security within ten (10) business days of the County’s request shall be a breach of a condition precedent to the award of the Agreement. The County may reject the Bidder’s Bid, draw upon such Bidder’s Bid security, and award the Agreement to another Bidder. 3.6.2 The performance security shall be payable to the “County of Berks”. 3.7 Confidentiality of Protected Health Information 3.7.1 To the extent applicable, the parties hereto agree to fully comply with the Health Insurance Portability and Accountability Act of 1996, P.L. 104-191, and all amendments thereto and regulations promulgated thereunder (collectively, “HIPAA”), as well as any other applicable laws or regulations concerning the privacy and security of health information. The successful Bidder agrees at all times to treat any protected health information (as defined by HIPAA), created by or disclosed or otherwise made available to the successful Bidder in connection with the Agreement, in accordance with all federal, state and local laws and regulations regarding the confidentiality of protected health information. Without limitation to other rights and remedies under the Agreement or afforded by law, County may immediately terminate the Agreement if it determines that there has been a material breach of this provision. 3.7.2 To the extent that County meets the definition of a “Covered Entity” or “Business Associate” (as such terms are defined under HIPAA) and the successful Bidder is determined by County to meet the definition of a “Business Associate” or “Subcontractor” (as such terms are defined under HIPAA) of County, the successful Bidder and County shall enter into a HIPAA Business Associate Agreement in a form satisfactory to County, which shall govern the treatment of any protected health information created, received, transmitted or maintained by successful Bidder on behalf of the County. 3.8 Awarding the Agreement Upon the County’s receipt and approval of the lowest responsive, responsible Bidder’s Post-Bid qualifications and forms, the County will make a recommendation to the County Commissioners with regard to awarding the Agreement. The Agreement shall only be awarded upon the passage of a resolution awarding the Agreement by the Berks County Board of Commissioners. 3.9 Protests Any and all protests related to this Invitation to Bid are subject to the County of Berks Protest Policy which is located on the County of Berks Purchasing Department website: https://www.co.berks.pa.us/Dept/Purchasing/Pages/ITBRFP.aspx PART 4 – Operation of Resulting Agreement 4.1 Form of Agreement and General Conditions Upon request, the apparent lowest, responsible Bidder shall fill in all necessary details and execute the Form of Agreement and General Conditions attached hereto as Attachment H and submit the same for the County’s execution. https://www.co.berks.pa.us/Dept/Purchasing/Pages/ITBRFP.aspx SECTION ONE INSTRUCTIONS TO BIDDERS 9 4.2 Agreement Documents The entire integrated Agreement shall be comprised of the Agreement Documents which include, without limitation, the executed Form of Agreement, this ITB, the successful Bidder’s performance security, the Bid of the successful Bidder, and all purchase orders. 4.3 Pricing The successful Bidder is required to hold the Bid prices fixed and firm for a period of one (1) year from the commencement date of the Agreement. Bids containing references to possible escalation of prices during the term of the Agreement will be rejected as conditioned Bids. 4.3.1. For the purchase of this Invitation to Bid a 12-month (one year) term shall be broken out into two (6), month periods, hereafter referred to as a half. The first half shall be based upon the awarded bid prices. All future halves shall allow for the Vendor to request a price redetermination as outlined within Clause 4.3, Pricing. If a price redetermination is requested, once the pricing is calculated and agreed to by the County using the Producer Price Index as detailed herein shall remain in effect, unchanged for the entirety of that half. Clause 4.3, Pricing shall be applicable to any and all one-year extensions/renewals to the contract term that are exercised between the Vendor and the County. 4.3.2. The PPI to be utilized is the unadjusted index (not seasonally adjusted) for Industrial Gas Manufacturing (Industry Code 325120): Oxygen (Product Code 325120-A). Percentage increase recommendations shall be for the unit prices in effect during the half prior to the proposed term. 4.3.3. Price increases or decreases shall be limited to no more than the percentage increase or decrease in the latest published Producer Price Index (PPI), published by the U.S. Department of Labor, Bureau of Labor Statistics. The percentage of increase or decrease shall be calculated utilizing the PPI Index for the first month of the current half and last available month within the half. If a specific month’s index is not available, the index for the immediately proceed month shall be used as the basis for the adjustment of the index. 4.3.4. Not more than thirty (30) days nor less than seven (7) days before the end of each redetermination period, the vendor may submit to the County’s point of contact for this ITB, a request for price redetermination which indicates the amount of the proposed price change. The adjusted price shall be applicable to those orders placed after the effective date of the contract amendment. 4.3.5. The successful bidder, upon the request of the County, shall be required to provide additional documentation from their supplier to support a price increase of any one item. Should the successful bidder and the County not be able to come to a resolution on the re- determined price, the County reserves the right to remove the item from the agreement. 4.3.6. Should vendor fail to submit within the time frame specified in Section One, Instruction to Bidders, Clause 4.3.4 the County reserves the right to hold current pricing. 4.3.7. Bids containing references to possible escalation of prices other than that allowed during the term of the Agreement in Clause 4.3 pricing will be rejected as conditioned Bids. SECTION ONE INSTRUCTIONS TO BIDDERS 10 4.4 Purchase Orders The County shall requisition the successful Bidder to supply a certain quantity of Goods and Services in accordance with the Agreement Documents through issuance of a Purchase Order in the form attached hereto as Attachment J which shall be automatically integrated as an Agreement Document. 4.5 Term of the Agreement The contract, which results from the award of this ITB, shall be for a period of one (1) year commencing upon the Award of the Agreement unless otherwise extended. SECTION TWO TECHNICAL SPECIFICATIONS 11 1. Summary This section of the ITB describes the County’s requirements for the supply and delivery of Medical Grade Oxygen (in cylinders) for the use at the Berks Heim Nursing Home. 2. Manufacturer Specifications 2.1. Vendor shall furnish all labor, equipment, materials and services required to provide Medical Grade Oxygen service. 2.2. During the initial and any extended term of the contract resulting from this ITB, the Vendor shall maintain its license with the Pennsylvania Department of Health and as a manufacturer of Medical Grade Oxygen, its registration with the Food and Drug Administration/Center for Drug Evaluation and Research (FDA/CDER). 2.3. The Vendor shall comply with all laws, codes, statutes and ordinances pertaining to the provision of Medical Grade Oxygen, including but not limited to: U.S. Department of Transportation Code of Federal Regulations (CFR-49 Part 100-185); the Federal Food, Drug and Cosmetic Act (FD & C Act), as applicable, and standards set forth in Volume 22, U.S. Pharmacopoeia Manual. 2.4. All licenses and registrations required by contract(s) resulting from this ITB and by any regulatory body having authority over the provision of the services addressed herein must be kept current by Vendor. 2.5. The Vendor must supply technical support twenty-four (24) hours per day, seven (7) days per week, at no additional cost to the County. 2.6. The Vendor shall provide same-day delivery if requested. 2.7. Vendor must be willing and able to provide emergency delivery twenty-four (24) hours per day, seven (7) days per week, including holidays. Emergency deliveries must be completed within two (2) hours of the order placement. 3. Item Specifications 3.1. Cylinder Types: the vendor shall supply Medical Grade Oxygen to the County in aluminum cylinders. All cylinders shall have an integrated pressure regulator/valve or O2Go valve system or approved equal. 3.2. Medical Grade Oxygen furnished shall be as described in the applicable Commodity Specifications of the Compressed Gas Association, Inc. (CGA): Medical Oxygen A (99.0 % minimum), CGA SPEC-G. 3.3. The Vendor shall provide Medical Grade Oxygen in 23 cubic feet (ft3) “E” cylinders with O2Go valve system or approved equal to the O2Go valve system. 3.4. Definition of Full Cylinder: Full cylinders are to be exchanged for empty ones. The following defines what constitutes a full cylinder for the purpose of the contract resulting from this ITB: SECTION TWO TECHNICAL SPECIFICATIONS 12 Cylinder Size/Type Oxygen per Full Cylinder “D” 15 ft3 “E” with O2Go (or approved equal to the O2Go valve system) 23 ft3 3.5. Estimated Consumption: Size/Type of Cylinder Estimated Annual Usage (No. of cylinders) Estimated Annual Consumption (ft3) Estimated Monthly Inventory (rented, on hand) 23 ft3 “E” with O2Go (or approved equal to the O2Go valve system) 8,118 186,714 312 3.6. The vendor shall inspect the condition of each cylinder prior to refilling. All cylinders shall meet standards listed in Section Two, Paragraph 3.7 prior to delivery. 3.7. All refilling of cylinders, repair, and tests shall conform to applicable sections of the NFPA standards and adhere to OSHA, EPA, and FDA guidelines. Maintenance and refilling of cylinders shall be performed by qualified/certified, bonded, and licensed personnel. 3.8. Hydrostatic pressure test: Vendor shall perform testing on each cylinder as required by NFPA standards. A label shall be affixed to the cylinder after testing; indicating the month and year the hydrostatic pressure test was performed and shall include the test pressure used. 3.9. Medical Grade Oxygen cylinders shall be properly classified, described, packaged, marked, labeled, and in proper condition for transportation according to the applicable regulations of the Department of Transportation. 3.10. All cylinders shall be properly purged of gases and impurities prior to filling. 3.11. Sufficient stock of all types of full Medical Grade Oxygen cylinders must be kept locally at all times for emergency shipment. 4. Cylinder Rental/Loan 4.1. Unless otherwise purchased, Medical Grade Oxygen cylinders shall remain the property of the Vendor. 4.2. Cylinders owned by the Vendor will be the responsibility of the Vendor to maintain in safe working condition in accordance with the Industry/State/Federal standards and regulations. 4.3. Rental rates are based on number of cylinders on hand at end of month. There are no free loan days. SECTION TWO TECHNICAL SPECIFICATIONS 13 4.4. County will pay Vendor for cylinders lost or damaged except as otherwise noted herein, not to exceed the quantity listed on bid sheet. Replacement price shall not exceed the normal wholesale price for replacement cylinders. 5. Inspection Fees and Hazardous Material Fees Inspection fees for vessels such as those mandated by State and Federal Guidelines, should be included in rental fees and shall not be passed on to the customers. Hazardous Material Handlings fees shall not be charged in addition to the rental fees. 6. GHS Safety Data Sheets (SDS) Safety Data Sheets and descriptive literature shall be readily available through such sources as the contractor’s website or provided upon request by the end user. 7. Labeling of Hazardous Substances If the items or products requested by this contract are “Hazardous Substances” as defined by § 1261 of Title 15 of the United States Code (U.S.C.) or “Pesticides” as defined in § 136 Title 7 of the United States Code, then the contractor certifies and warrants that the items or products to be delivered under this contract shall be properly labeled as required by the foregoing sections and that by delivering the items or products the contractor does not violate any of the prohibitions of Title 15 U.S.C. § 1263 or Title 7 U.S.C. § 136. 8. Inventory Verification 8.1. Within one month of the commencement date of the contract resulting from the award of this ITB, Vendor shall witness and confirm an on-site inventory of the Medical Grade Oxygen tanks stored at the Berks Heim. The inventory shall provide a count for each of the two (2) different sizes of tanks stored at Berks Heim. The Heim’s Director of Safety and Security Services will conduct the inventory. 8.2. The Vendor shall provide a quarterly inventory of all Medical Grade Oxygen tanks stored at Berks Heim and shall be responsible for bringing any inventory discrepancies to the attention of the County’s point of contact whenever such discrepancies are found. If the County agrees that a cylinder is lost, the Vendor may invoice for the cylinders in accordance with the respective unit prices awarded under the agreement after said quarterly inventory. Failure to complete the quarterly inventories shall absolve the County of payment for any cylinders the Vendor identifies as lost. 9. Continuity of Services 9.1. The Vendor recognizes that the services under this contract are vital to the County and must be continued without interruption and that, upon contract expiration, a successor, either the County or another Vendor, may continue them. The Vendor agrees: 9.1.1. To exercise its best efforts and cooperation to affect an orderly and efficient transition to a successor. 9.1.2. To make all County owned facilities, equipment, and data available to any successor at an appropriate time prior to the expiration of the contract to facilitate transition to successor. SECTION TWO TECHNICAL SPECIFICATIONS 14 9.1.3. That the County’s Purchasing Department shall have final authority to resolve disputes related to the transition of the contract from the Vendor to its successor. 9.2. The Vendor shall, upon written notice from the County’s point of contact, furnish phase-in/phase- out services for up to ninety (90) days after this contract expires and shall negotiate in good faith a plan with the successor to execute the phase-in/phase-out services. This plan shall be subject to the County. 9.3. The Vendor shall be reimbursed for all reasonable, pre-approved phase-in/phase-out costs (i.e., costs incurred within the agreed period after contract expiration that result from phase-in/phase- out operations) and a fee (profit) not to exceed a pro rata portion of the fee (profit) under this contract. All phase-in/phase-out work fees must be approved by the County in writing prior to commencement of said work. 9.4. The Vendor agrees to extend pricing on cylinder rental rates past the end of the contract until such time as all remaining tanks are removed from the premises and final inventory is conducted and agreed upon by both parties. 9.5. The awarded Vendor if other than the current contractor will provide at minimum, tank facilities equivalent to the existing tank facilities. 10. Vendor Guaranteed Delivery Service Delivery of all requested contract items shall be made as specified herein. Vendor shall carry an adequate stock at a shipping point sufficiently proximate to delivery destination to insure such delivery service for the duration of the contract. The County reserves the right to purchase on the open market and to charge any excess in contract price to the Vendor in the event the above delivery service requirements is not met. 11. Delivery or Performance Requirements 11.1. Vendor shall deliver, unload, and set in place all cylinders. Deliveries shall be made to the Berks Heim loading dock. The delivery address is: Berks Heim, 1011 Berks Road, Leesport, PA 19533. Non-emergency deliveries must be made Monday through Friday between the hours of 7:30 A.M. and 3:00 P.M. 11.2. Placing orders for Medical Grade Oxygen will typically be made by telephone or purchase order every Monday and Wednesday, in varying quantities, on an as-needed basis. Orders must be delivered the next business day after the order is placed. Emergency orders are required to be delivered within two (2) hours of being placed. 11.3. All Medical Grade Oxygen cylinders shall be properly classified, described, packaged, marked, labeled, and in proper condition for transportation according to the applicable regulations of the Department of Transportation. 11.4. The County shall pay a delivery surcharge for emergency and same day deliveries. These charges shall be based on a “per delivery” basis, regardless of quantities of cylinders delivered at the time. SECTION TWO TECHNICAL SPECIFICATIONS 15 11.5. All deliveries are to be made on approved gas tank carts. All tanks are to be chained at all times. Tanks are not to be hand rolled through the building. 11.6. Vendor is not required to connect cylinders to instruments. 11.7. The Vendor shall provide Quality Control Reports with the packing slip for all deliveries. 11.8. Receipt of unacceptable cylinders: Cylinders found to contain contaminated and/or improper product, inaccurate certifications or are out of specifications, will be returned to Vendor for full refund to include shipping and accumulated rental charges. 11.9. Vendor shall notify point of contact listed in Attachment H, Form of Agreement and General Conditions within day of order being placed if product cannot be supplied the next day. 11.10. All deliveries shall be made FOB destination. 12. Human Relations Act The successful Bidder shall comply with the Pennsylvania Human Relations Act, 43 P.S. § 951, et seq., which prohibit discrimination because of race, color, religious, creed, ancestry, age, sex, national origin, or no-job related handicap or disability or the use of a guide or support animal because of blindness, deafness physical handicap, by employers, employment agencies, labor organizations, contractors and others. 13. Pennsylvania Prevailing Wage Act Not applicable. 14. Steel Products Procurement Act Not applicable. --- END OF SPECIFICATIONS ---- ATTACHMENT A BID FORM 16 ITB #22-23-JR- Medical Grade Oxygen Important note to Bidders: It is essential that the submitted Bid complies with all of the requirements contained in Section One, Part Three of the ITB. This Bid is submitted to: County of Berks c/o Berks County Controller Berks County Services Center 633 Court Street, 12th Floor Reading, PA 19601 This Bid is submitted on , 20 . This Bid is valid for sixty (60) days from the date of Bid Opening. This Bid is submitted by: Company Name: Company Address: Main Telephone: Main Fax: Communications and questions concerning this Bid are to be directed to: Contact Name / Title: Contact Telephone: Fax: Contact Email: In the event our company is awarded the Agreement as a result of the ITB and this Bid, the following individual will serve as project liaison/manager: Name / Title: Office Address: Telephone: Fax: Email: Receipt of Amendments (if applicable) In submitting this Bid, Bidder represents that they have received and examined the following ITB Amendments: Amendment #____ Amendment #____ Amendment #____ Amendment #____ ATTACHMENT A BID FORM 17 Checklist - Attachments to Bid Form The following documents are attached to and made a part of this Bid (check all that apply): __ Piggyback Form – ITB Attachment B __ Non-collusion Affidavit – ITB Attachment C __ Reference Form – ITB Attachment D __ Bid Security – ITB Attachment E or other allowable tender __ Consent of Surety (ITB Attachment F) or Statement of Intent __ Sample Certificate of Insurance __ Worker Protection and Investment Certification Form BOP 2201 - ITB Attachment K __ Specification Sheet(s) and/or Proof of Equivalency Samples (check as applicable) Not applicable Delivery Schedule Mode of transport (check all that apply): __ common carrier __ in-house fleet __ package express (i.e. UPS, RPS, etc.) __ other _______________________ Payment Will you accept a Credit Card to pay the invoice(s) for this Agreement? Yes_____ No_____ Will you offer a discount for using a Credit Card? Yes _____ No _____ If yes, what discount will you offer? ________% Quoted Pricing Unless items or services are specifically excluded in the Bid, the County shall deem the Bid to be complete and shall not be charged any costs above and beyond the Bid amount. The successful Bidder shall bill at actual usage quantities. Deducts/Adds shall be made at quoted unit prices. Prices as bid herein shall remain valid throughout the entire term of the Agreement. The estimated quantity is provided for purposes of comparing Bids. It is no guarantee for the procurement of any certain quantity or quantities of Goods and Services. The County reserves the right to order more or less Goods and Services throughout the entire term of the Agreement and the Bidder agrees to supply all Goods and Services requisitioned by the County through a Purchase Order at these Bid prices throughout the entire term of the Agreement. (A) Item No. (B) Description Brand & Model of Valve System offered (C) Estimated Annual Quantity (D) Unit Price (E) Extended Price (CxD) 1. Medical Grade Oxygen in “E” aluminum cylinders as per Section Two, Technical Specifications, 3.1 Item Specifications. 8,118 $ $ 2. Rental of “E” cylinders as per Section Two, Technical Specifications, 3.1 Item Specifications. 3,744 $ $ ATTACHMENT A BID FORM 18 3. Emergency delivery surcharge 6 $ $ 4. Replacement fee for unreturned cylinders 1 $ $ 5. Phase-in/Phase-out as per Section Two, paragraph 9.3 (Cost per hourly rate, if applicable) 1 $ $ Total Bid Price FOB Destination (Sum: Items 1 through 5) $ Authorized Signature of Bidder The Bid Form must be signed by an individual with actual authority to bind the company. Company Type (check one): □ Sole Proprietorship □ Partnership □ Corporation Bidder attests that: (1) they have thoroughly reviewed the County’s Invitation to Bid # 22-23-JRand that this Bid is submitted in accordance with the ITB requirements; and (2) they have visited and are familiar with the site facilities, site conditions, the pertinent state and local codes, state of labor and material markets, and has made do allowance in the Bid for all contingencies or conditions. COMPANY NAME FEDERAL ID# STREET ADDRESS PO BOX CITY STATE ZIP TELEPHONE # FAX # SIGNATURE (**see note below) SIGNATORY’S NAME (printed) SIGNATORY’S TITLE (printed) WITNESS’S SIGNATURE (**see note below) WITNESS’S NAME (printed) WITNESS’S TITLE (printed) **For Corporations: The Bid must be signed by the President or Vice President and the signature must be attested by the Corporate Secretary or Treasurer. If any employee other than the President or Vice President signs on behalf of the corporation, or if the President’s or Vice President’s signature is not attested to by the Corporate Secretary or Treasurer, a copy of the corporate resolution authorizing said signature(s) must be attached to this Bid. Failure to attach a copy of the appropriate authorization, if required, may result in rejection of the Bid. ATTACHMENT B PIGGYBACK FORM 19 During the term of the Agreement resulting from Invitation to Bid # 22-23-JR-Medical Grade Oxygen, the County of Berks would like to afford the same prices, terms and conditions to any current or future members of the Berks County Cooperative Purchasing Council (BCCPC); the Southeastern Pennsylvania Counties Cooperative Purchasing Board (SPCCPB); and any political subdivision of the Commonwealth of Pennsylvania even though their requirements are not included in the quantities listed on the Bid. The BCCPC consists of municipalities (townships, boroughs, etc.) located within Berks County. The SPCCPB consists of the Counties of Berks, Bucks, Chester, Delaware, Lancaster, Lehigh, Montgomery, and Northampton. Bidders must check one of the following options under each category below. A non- affirmative response will in no way have a negative impact on the County’s evaluation of the Bid. BCCPC _______ I will offer the quoted prices to all authorized members of the BCCPC during the term of the County’s Agreement. _______ I will not offer quoted prices to all authorized members of the BCCPC. SPCCPB _______ I will offer the quoted prices to all authorized members of the SPCCPB during the term of the County’s Agreement. _______ I will not offer quoted prices to all authorized members of the SPCCPB. PA Political Subdivisions I will offer the quoted prices to all political subdivisions of the Commonwealth of Pennsylvania during the term of the County’s Agreement. I will not offer the quoted prices to all political subdivisions of the Commonwealth of Pennsylvania during the term of the County’s Agreement. Company Name: Authorized Signature: Name (printed): Title: Date: 20 INSTRUCTIONS FOR NON-COLLUSION AFFIDAVIT 1. This Non-Collusion Affidavit is material to any contract awarded pursuant to this Bid. According to the Pennsylvania Antibid-Rigging Act, 62 Pa. C.S.A § 4501, et seq., governmental agencies may require Non-Collusion Affidavits to be submitted together with Bids. 2. This Non-Collusion Affidavit must be executed by the member, officer or employee of the Bidder who makes the final decision on prices and the amount quoted in the Bid. 3. Bid rigging and other efforts to restrain competition and the making of false sworn statements in connection with the submission of Bids are unlawful and may be subject to criminal prosecution. The person who signs the Affidavit should examine it carefully before signing and assure himself or herself that each statement is true and accurate, making diligent inquiry, as necessary, of all other persons employed by or associated with the Bidder with responsibilities for the preparation, approval or submission of this Bid. 4. In the case of a Bid submitted by a joint venture, each party to the venture must be identified in the Bid and an Affidavit must be submitted separately on behalf of each party. 5. The term “complementary Bid” as used in the Affidavit has the meaning commonly associated with that term in the bidding process and includes the knowing submission of Bids lower than the Bid of another firm, any intentionally low or non-competitive Bid and any other form of Bid submitted for the purpose of giving a false appearance of competition. 6. Failure to file an Affidavit in compliance with these instructions may result in disqualification of the Bid immediately after opening of the Bid. ATTACHMENT C NON-COLLUSION AFFIDAVIT 21 State of : :s.s. County of : Re: ITB #22-23-JR I state that I am (Title) of (Name of Firm) and that I am authorized to make this affidavit on behalf of my firm, and its owners, directors, and officers. I am the person responsible in my firm for the price(s) and the amount of this Bid. I state that: (1) The price(s) and amount of this Bid have been arrived at independently and without consultation, communication or agreement with any other contractor, Bidder or potential Bidder. (2) Neither the price(s) nor amount of this Bid and neither the approximate price(s) nor approximate amount of this Bid, have been disclosed to any other firm or person who is a Bidder or potential Bidder and they will not be disclosed before Bid Opening. (3) No attempt has been made or will be made to induce any firm or person to refrain from Bidding on this Agreement or to submit a Bid lower than this Bid or to submit any intentionally low or non-competitive Bid or other form of complementary Bid. (4) The Bid of my firm is made in good faith and not pursuant to any agreement or discussion with or inducement from any firm or person to submit a complementary or other non-competitive Bid. (5) _________________________________ (Name of Firm), its affiliates, subsidiaries, officers, directors and employees are not currently under investigation by any governmental agency and have not in the last three years been convicted or found liable for any act prohibited by State or Federal law in any jurisdiction involving conspiracy or collusion with respect to bidding on any public contract, except as follows: _______________________________________________________________________ _______________________________________________________________________ I state that (Name of Firm) understands and acknowledges that the above representations are material and important and will be relied on by the County of Berks in awarding the Agreement for which this Bid is submitted. I understand, and my firm understands that any misstatement in this affidavit is and shall be treated as fraudulent concealment from the County of Berks of the true facts relating to the submission of Bids for this Agreement. Signature: Title: SWORN TO AND SUBSCRIBED BEORE ME THIS _______ DAY OF _______________, 20___ My Commission Expires: Notary Public ATTACHMENT D REFERENCE FORM 22 Bidder: Each Bidder must submit at least three references to whom the Bidder has provided Medical Grade Oxygen within the preceding 24 months, and for whom Bidder has provided a similar volume of Goods and Services to that being requested by the County in this ITB. References must be provided even if Bidder is a current vendor of the County. 1. Company Name: Address: Contact Person: Contact Person’s Title: Tel / Fax Nos.: Email: 2. Company Name: Address: Contact Person: Contact Person’s Title: Tel / Fax Nos.: Email: 3. Company Name: Address: Contact Person: Contact Person’s Title: Tel / Fax Nos.: Email: ATTACHMENT E BID BOND 23 KNOW ALL MEN, that we as Principal (hereinafter “Principal”), and (a corporation authorized to transact business in Pennsylvania, and having its principal office at ) as Surety, are held and firmly bound unto the County of Berks, 633 Court Street, 13th Floor, Reading, Pennsylvania, 19601, as Obligee, in the sum equal to ten percent (10%) of the Total Bid Price indicated on the Principal’s Bid, for the payment of which sum well and truly made, the said Principal and the said Surety, bind ourselves and each of our respective heirs, legal representatives, successors and assigns, jointly and severally, firmly by these presents. WHEREAS, the said Principal is herewith submitting to the Obligee a Bid to provide the Goods and Services identified as , and it is a condition of the Obligee’s receipt and consideration of said Bid that the Bid be accompanied by Bid security to be held by the Obligee on terms set forth herein. THEREFORE, the condition of this obligation is that if either (a) the Obligee shall not accept the Principal’s Bid nor award of an Agreement to him or (b) said Principal shall upon Obligee’s acceptance of his Bid and award of an Agreement to him, enter into such Agreement in writing and furnish such bond or bonds as may be specified in the Instructions to Bidder with a surety acceptable to Obligee, then this obligation shall be void; but otherwise shall remain in full force and effect. FURTHERMORE, if the above noted conditions are not met, a Bid default shall have occurred and the Principal and Surety shall pay to the Obligee the difference between the amount of the Principal’s accepted Bid(s) and any higher amount for which the Obligee may contract for the required work (either the next lowest responsible Bidder at that same Bidding or with the lowest responsible Bidder on any re-bidding) plus any advertising, engineers’ legal and other expenses incurred by the Obligee by reason of the default: provided that the Surety’s obligation hereunder shall not exceed the face amount of this bond. Such bond or bonds shall be available for payment against the presentation to Surety by the Obligee of (1) the Obligee’s signed statement certifying that Principal has failed to enter into an Agreement in writing within such time as may be specified in Obligee’s Invitation to Bid or failed to provide a performance bond in accordance with requirements set forth in Obligee’s Invitation to Bid; (2) the original surety bond; and (3) a copy of the notification letter sent via courier to Principal dated not less than ten (10) days prior to Obligee’s request for payment. Such notification letter shall advise Principal of the Obligee’s intent to and reason for drawing on the Bid Bond. The Surety agrees that its obligation hereunder shall be in no manner defeated or impaired by any postponement of the advertised date for receiving Bids or by any extensions by the Principal of ATTACHMENT E BID BOND 24 the period during which his Bid shall remain irrevocable and subject to acceptance by the Obligee; and the Surety hereby waives notice of any such postponement or extension. THE SURETY, ITS HEIRS, EXECUTORS, ADMINISTRATORS, SUCCESSORS AND ASSIGNS, FIRMLY BY THESE PRESENTS, AUTHORIZE AND EMPOWER ANY ATTORNEY OF ANY COURT OF RECORD TO APPEAR FOR IT AND EACH OF ITS HEIRS, EXECUTORS, ADMINISTRATORS, SUCCESSORS AND ASSIGNS, AND CONFESS JUDGMENT IN FAVOR OF THE OBLIGEE, ITS SUCCESSORS AND ASSIGNS, AND AGAINST THE SURETY AND EACH OF ITS HEIRS, EXECUTORS, ADMINISTRATORS, SUCCESSORS AND ASSIGNS, TOGETHER WITH AN ATTORNEY’S COMMISSION OF TWENTY PERCENT (20%), BESIDES COST OF SUIT, WITH RELEASE OF ERRORS AND WAIVE OF ALL CAUSES FOR STAY OF EXECUTION AND EXEMPTION. THE SURETY FURTHER AGREES THAT IF, IN THE OPINION OF THE OBLIGEE, ANY BID DEFAULT SHALL HAPPEN ON THE PART OF THE PRINCIPAL, THE SURETY SHALL PAY ALL LOSS OCCASIONED THEREBY, AND THAT THE ASCERTAINED AMOUNT THEREOF, WHICH SHALL BE DETERMINED BY THE OBLIGEE, AND OF THE TRUTH OF WHICH OATH OR AFFIRMATION SHALL BE MADE BY THE OBLIGEE SHALL BE FINAL, BINDING AND CONCLUSIVE UPON THE SURETY, AND THAT EXECUTION FORTHWITH SHALL ISSUE AGAINST THE SURETY THE AMOUNT OF SAID BID DEFAULT. Signed, sealed and dated _______________________ ______, 20____ Principal (insert Principal’s name) By: Witness: Title: Surety (insert Surety’s name) By: Witness: Title: ATTACHMENT F CONSENT (OR AGREEMENT) OF SURETY 25 ITB #22-23-JR The undersigned __________________________________________ (name of Surety Co.), a corporation organized and existing under the laws of the State of __________________________ and authorized to do business in the Commonwealth of Pennsylvania, does hereby consent and agree with: the County of Berks that if the Bid of _________________________________________ (name of Bidder) for: Medical Grade Oxygen be accepted and an Agreement for said Goods and Services be awarded to the said _____________________________________ (name of Bidder), it will, upon its being so awarded, become surety for the said __________________________________ (name of Bidder) on such surety bonds as are called for in the Invitation to Bid. Signed, sealed and dated _______________________ ______, 20____ ____________________________________ (Name of Surety Co.) By: Attorney-in-fact ATTACHMENT G NO BID REPLY FORM 26 To assist the County in obtaining good competition, we ask that each firm who has received Invitation to Bid #22-23-JR, but does not wish to submit a Bid, state their reason(s) below and email this form to the County’s Point-of-Contact for this ITB at jarhoads@countyofberks.com, or mail to the County of Berks, Attn: Director Contracts and Procurement, 633 Court Street, 13th Floor Services Center, Reading, PA 19601. Unfortunately, we must offer a “No Bid” at this time because: _____ 1. _____ 2. _____ 3. _____ 4. _____ 5. _____ 6. _____ 7. We do not wish to participate in the Bid process. We do not wish to Bid under the terms and conditions of the Invitation to Bid document. Our objections are: _________________________________________ __________________________________________________________________ We do not feel we can be competitive. We cannot submit a Bid because of the marketing or franchising policies of our company. We do not wish to sell to the County of Berks. Our objections are: ____________ __________________________________________________________________ __________________________________________________________________ We do not provide the items/services for which Bids are requested. Other: ____________________________________________________________ __________________________________________________________________ __________________________________________________________________ COMPANY NAME: ADDRESS: SIGNATURE: NAME (printed): TITLE: ATTACHMENT H FORM OF AGREEMENT AND GENERAL CONDITIONS 27 AGREEMENT # THIS AGREEMENT (“Agreement”) is entered into by and between the County of Berks with offices at Berks County Services Center, 633 Court Street, Reading, Pennsylvania, 19601 (hereinafter “County”) and Vendor with offices at [ ] (hereinafter “Vendor”). Background The County desires to engage the Vendor for the delivery of Medical Grade Oxygen in accordance with the requirements set forth in the County’s Invitation to Bid #22-23-JR [inclusive of all Amendment] (“ITB”), and Vendor’s Bid thereto dated Month Day, Year, both of which are incorporated in this Agreement by reference. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and intending to be legally bound hereby, the parties agree as follows: 1. Definitions Capitalized terms not defined herein shall have the meaning set forth in the ITB. 2. Engagement Subject to the terms and conditions set forth in this Agreement, the County hereby engages the Vendor to provide the Goods and Services set forth in the ITB on behalf of the County consistent with the terms of this Agreement and as further set forth in subsequently issued Purchase Orders. 3. Term of Agreement 3.1 This Agreement shall be effective January 11, 2023 through January 10, 2024 unless terminated or extended in accordance with the terms and conditions of this Agreement. 3.2 With the consent of the Vendor, the County reserves the option to renew the Agreement for two (2) additional one-year terms at the Bid prices. Prior to the end of each one-year term, the County will notify the Vendor in writing if County would like to renew the Agreement. Upon receipt of the Vendor’s written acceptance to renew the Agreement, the Agreement shall then renew for an additional one (1) year from the prior expiration date. Such acceptance shall be automatically incorporated in the Agreement Documents. 3.3 The County reserves the right to extend the term of the Agreement period for up to three (3) months to prevent a lapse of coverage and only for the time necessary to issue and award a new Invitation to Bid. 4. Time is of the Essence Time is of the essence in the performance of this Agreement. The schedule for the performance of Goods and Services as per Section Two, Technical Specifications, Paragraph 11. If the completion of Goods and Services is delayed, the County reserves the right, without liability, and in addition to its other rights and remedies, to terminate this Agreement by notice, and to procure substitute Goods and Services from another vendor. The Vendor shall reimburse the County for the costs to procure substitute Goods and Services. ATTACHMENT H FORM OF AGREEMENT AND GENERAL CONDITIONS 28 5. Supply and Inspection of Goods and Services 5.1 This Agreement is for an indefinite quantity of Goods and Services. The County reserves the right to order more or less Goods and Services throughout the entire term of the Agreement and the Bidder agrees to supply all Goods and Services requisitioned by the County through a Purchase Order at the Bid prices incorporated in this Agreement throughout the entire term of the Agreement. The Vendor shall supply Goods and Services to the County meeting the quality set forth in the ITB in quantities set forth in each Purchase Order issued by the County for the procurement of Goods and Services. 5.2 Goods and Services received by the County shall not be deemed accepted until the County has had a reasonable opportunity to inspect. Goods and Services that are discovered to be defective or non-conforming to the agreed upon specifications may be rejected upon initial inspection or at any later time if the defects or non- conformity were not reasonably discoverable at the time of initial inspection. Within fifteen (15) days of receipt of notification of rejection, Vendor shall remove rejected Goods and Services from the premises without expense to the County. Rejected Goods and Services not removed within fifteen (15) days will be regarded as abandoned and the County shall have the right to dispose of such Goods and Services as its own property and shall retain that portion of the proceeds of any sale which represents the County’s costs and expenses in regard to the storage and sale of the Goods and Services. Upon notification of rejection, the Vendor shall immediately replace all such rejected Goods and Services with others conforming to the specifications and which are not defective. If the Vendor fails, neglects or refuses to do so, the County shall then have the right to purchase in the open market a corresponding quantity of such Goods and Services and deduct from any monies due or that may thereafter become due to the Vendor, the difference between the price stated and the actual cost thereof to the County. If the amount due the Vendor is insufficient to meet such expenses, the Vendor shall be liable for the excess and the County may proceed against the Vendor through appropriate legal action. 6. Compensation The Vendor shall be paid the unit prices for Goods and Services supplied to the County in accordance with the prices set forth in the Bid, as follows: • (Table shall be inserted here with unit prices) ATTACHMENT H FORM OF AGREEMENT AND GENERAL CONDITIONS 29 7. Notices All necessary coordination and communication required to carry out this Agreement, including meetings between the parties, as well as all written notices, shall be done through the individuals indicated below. Written notices shall be effective when delivered by hand, or if sent by registered or certified mail, or verified facsimile, or by confirmed courier to the address of each party indicated below. County: Vendor: Attention John Pauley Address Berks Heim 1011 Berks Road Leesport, PA 19533 Telephone 610-376-4841 ext. 7416 Fax 610-375-6483 Email jpauley@countyofberks.com Written notices shall be copied to: County of Berks, Attn: Kelly A. Laubach, Berks County Services Center, 633 Court Street, 13th Floor, Reading, PA, 19601. Fax: 610-898-7404. 8. Invoicing / Payment 8.1 Invoices and packing lists must reference the above-noted Agreement number. Original invoices shall be submitted to: County of Berks, Attn: Berks Heim, 1011 Berks Road, Leesport, PA 19533. 8.2 Vendor may submit invoices no more than once per month for Goods and Services supplied under this Agreement. No advance payments or billings are allowed. Payment by the County shall require the submittal of an itemized invoice of all Goods and Services supplied. The County shall render payment within thirty (30) days of the County’s receipt of a properly prepared invoice. Payment shall be considered made when the County mails the check. Undisputed amounts unpaid after thirty (30) days of the County’s receipt of a properly prepared invoice shall bear interest at a rate of three percent (3%) per annum. 9. Insurance 9.1 The Vendor, at its sole expense, shall carry and maintain, in full force at all times during the term of this Agreement, the following insurance coverages: 9.1.1 Comprehensive General Liability insurance covering bodily injury and property damage with limits of not less than $1,000,000 per occurrence and $2,000,000 aggregate; 9.1.2 Commercial Automobile Liability insurance with a combined single limit of not less than $1,000,000; 9.1.3 Umbrella/Excess Liability insurance with limits of not less than $2,000,000 per occurrence and $2,000,000 aggregate; and ATTACHMENT H FORM OF AGREEMENT AND GENERAL CONDITIONS 30 9.1.4 Worker’s Compensation insurance in statutory limits; and Employer’s Liability insurance with limits of not less than $100,000 each accident, $500,000 disease-policy limit, and $100,000 disease-each employee. 9.2 Prior to commencement of performance of this Agreement, Bidder shall furnish to the County a certificate of insurance evidencing all required coverage in at least the limits required herein, naming the County of Berks, its elected officials, agents, and employees as Additional Insured for “ongoing operations” and “products and completed operations” for a period of three years after final payment under the Commercial General Liability Coverage. Coverage should be provided by ISO Endorsements CG20 10 07 04 and CG2037 07 04 or their equivalent. Bidder’s Commercial General Liability and Umbrella/Excess Policy shall be Primary to and will not require contribution from any other insurance under which the Additional Insured is a Named Insured. To the fullest extent permitted by applicable state law, all policies shall contain a Waiver of Subrogation Clause. The County of Berks reserves the right to waive the waiver of subrogation for any and all worker’s compensation policies that are provided under the State Worker’s Insurance Fund (SWIF). The Certificate shall note the project and provide that no policies may be cancelled without thirty (30) days advance notice to the County. Such certificate shall be issued to: County of Berks, Attn: Contract Coordinator, 633 Court Street, 13th Floor Services Center, Reading, PA 19601. All insurance policies shall be in effect with companies holding an A.M. Best rating of “A-” or better or financial rating of 1X or better with the A.M. Best’s Company Key Rating, Guide Latest Edition and shall be licensed or authorized to do business in the Commonwealth of Pennsylvania. Such companies shall also be acceptable to the County. Said policies shall remain in full force and effect until the expiration of the terms of the contract or until completion of all duties to be performed hereunder by the Bidder, whichever shall occur later. 10. Precedence Where a conflict exists between these General Conditions and the ITB as to Goods and Services, the Vendor shall provide the higher quality or quantity of Goods and Services, otherwise the terms of these General Conditions shall prevail as to any conflict among the Agreement Documents. In the event any term of a Purchase Order conflicts with any other term within the Agreement Documents, such other term in the Agreement Documents shall prevail. 11. Availability of Appropriated Funds The parties agree that any and all payments due from the County, as required under the terms of the Agreement, are contingent upon the availability of appropriated funds. 12. Taxes The County is exempt from all Federal Excise Taxes and Pennsylvania Sales Taxes, as a political subdivision of the Commonwealth of Pennsylvania. The County’s registration number with the Internal Revenue Service is 23-6003049. Net prices shown in the Bid as incorporated in these General Conditions shall exclude such Federal and State taxes. This statement is not meant to exempt the Vendor from the payment of sales or use tax required to be paid with respect to its purchase or use of tangible personal property used or transferred in connection with the performance herein. ATTACHMENT H FORM OF AGREEMENT AND GENERAL CONDITIONS 31 13. Ownership of Work Product The County, its departments, employees, agents or assigns shall have the unrestricted right and authority to reproduce, distribute, and use in whole or in part any submitted report or written materials generated by Vendor pursuant to this project. Employees or agents of the parties shall not divulge, transfer, assign, sell or otherwise convey the other party’s proprietary methodologies (designated in writing by each party as proprietary) in any form to a third party, person or organization except as may be specifically agreed to in writing by the affected party. 14. Patents, Copyrights, Trademarks Vendor warrants, represents and covenants that the Goods and Services and the sale and use thereof do not infringe directly or indirectly any valid patent, copyright, property right or trademark and Vendor agrees, at its cost and expense, to indemnify and hold the County free and harmless from and against any and all costs, expense, liabilities or damages, including attorneys’ fees, arising out of alleged or actual patent, copyright, property right, trademark or trade secret infringement resulting from the sale or use of Goods and Services. 15. Records, Audit and Inspection 15.1 Vendor shall maintain such records as may be necessary to adequately reflect the accuracy of Vendor’s charges and invoices for reimbursement under this Agreement and such other additional records as the County may reasonably require in connection with this Agreement. Vendor shall preserve such records in accordance with statutory requirements, but in no case for less than three (3) years after the date of final payment, without additional reimbursement or compensation therefor. The County and its duly authorized representatives shall have the right, from time to time, and upon reasonable notice, to audit, inspect and verify the records kept by Vendor in connection with this Agreement. The County and its duly authorized representatives shall have the right to visit, observe, audit, and inspect, during the Vendor’s normal business hours, Vendor’s production and related facilities utilized to perform its obligations under this Agreement. 15.2 Monitoring Vendor shall make available to County during the term of this Agreement all pertinent financial, program, administrative and personnel records, reports, documents, and files related directly or indirectly to Vendor’s activities under and in compliance with this Agreement. 16. Warranty 16.1 Goods and Services furnished as a result of this Agreement, whether manufactured or fabricated by Vendor or a third party, shall (a) be new; (b) be first quality; (c) strictly conform to the specifications and samples; and (d) be free from defects in materials and workmanship. Vendor shall be required to promptly replace Goods and Services, after receiving notification from the County of defects or nonconformance. 16.2 Goods manufactured by a third party and supplied by Vendor shall carry all third- party warranties. All warranties shall survive any inspection, delivery, acceptance or payment. AND/OR ATTACHMENT H FORM OF AGREEMENT AND GENERAL CONDITIONS 32 16.3 Services performed as a result of this Agreement, whether performed by Vendor or a third party, shall be performed in a skilled manner and shall comply with industry standards. Vendor shall promptly re-perform services, after receiving notification from the County of defects or nonconformance of services performed. All warranties shall survive inspection, delivery, acceptance and payment. 17. Indemnity Vendor agrees to indemnify and hold harmless the County, its elected officials, employees and agents from and against any and all liability, damages, claims, suits, liens, and judgments (including reasonable attorney’s fees), of whatever nature, for injuries to or death of any person or persons, or loss of or damage to property, to the extent attributable to the negligent acts or omissions or willful misconduct of Vendor or its subcontractors or any of their respective agents, servants, or employees or Vendors’ failure to perform in accordance with the provisions of this Agreement. 18. Force Majeure Neither party shall be liable for any failure or delay in its performance resulting from any cause beyond its reasonable control including, but not limited to, acts of God; acts or omissions of civil or military authority; fires, floods; unusually severe weather; strikes or other labor disputes; embargoes; wars; political strife; riots; delays in transportation; sabotage; or fuel, power, material or labor shortages, provided that the affected party notifies the other party, in writing, within forty-eight (48) hours subsequent to the commencement of an occurrence of force majeure. 19. Purchase Orders The County will requisition the purchase of additional Goods and Services throughout the term of this Agreement through Purchase Orders. Each Purchase Order shall be automatically incorporated in this Agreement. 20. Termination for Convenience The County reserves the right, at any time and for its convenience, to terminate this Agreement in whole or in any separable part by written notice to Vendor. Such notice shall be provided at least thirty (30) days prior to the intended termination date. Vendor shall be compensated for Goods and Services supplied in accordance with the provisions of this Agreement up to the effective date of termination, less any payments previously made by the County for such Goods and Services, but in no event shall Vendor be entitled to recover lost or expected profit. 21. Termination for Cause 21.1 In the event that either the Vendor or the County defaults in the performance of any obligation specified herein, the non-defaulting party shall notify the other party in writing and may suspend the Agreement, in whole or in part, pending remedy of the default. If such default is not remedied within fifteen (15) days from the date of receipt of such notice, or if the other party is diligently attempting to cure such default but is unable to cure such default within thirty (30) days from the date of receipt of such notice, then the non-defaulting party shall have the right to terminate the Agreement immediately by providing written notice of termination to the other party. ATTACHMENT H FORM OF AGREEMENT AND GENERAL CONDITIONS 33 21.2 If, during the term of this Agreement, Vendor shall be adjudged bankrupt, make a general assignment for the benefit of its creditors, or become insolvent, Vendor shall give the County written notice of such occurrence as soon as is legally permissible. If such occurrence or proposed occurrence is unacceptable to the County, the County may terminate this Agreement immediately upon written notice thereof to Vendor. 21.3 If the County terminates this Agreement for cause, in whole or in part, it may acquire, correct, or replace Goods and Services similar to those terminated, by contract or otherwise, and the Vendor shall reimburse the County for any costs incurred by the County thereby, or make an equitable adjustment in the price. This paragraph shall not operate or bar the County from exercising any other rights or remedies to which it may be entitled to under the Pennsylvania Uniform Commercial Code, Article 2, 13 Pa.C.S.A., Section 2101 et seq. 22. Claims for Consequential and/or Incidental Damages The Vendor waives claims against the County for lost or expected profits, consequential damages and/or incidental damages arising out of or relating to this Agreement. 23. Release of Liens Before any payment hereunder shall become due, the County, at its option, may require Vendor to furnish reasonable evidence of the payment of all subcontractor accounts for labor and materials pertaining to Vendor’s performance hereunder. Prior to payment, the County reserves the right to require Vendor to furnish the County with a full and complete release of liens from all persons furnishing labor and materials toward the performance hereof, and in any event, Vendor agrees to indemnify and hold harmless the County, its officials, employees and agents from and against any and all liens and encumbrances arising out of Vendor’s performance of this Agreement. 24. Assignment Vendor shall not assign this Agreement in whole or in part nor delegate any duties, without the prior written consent of the County. Such consent shall not be unreasonably withheld. Any assignment consented to by the County shall be evidenced by a written assignment agreement executed by the Vendor and its assignee in which the assignee agrees to be legally bound by all of the terms and conditions of the original Agreement and to assume the duties, obligations, and responsibilities being assigned. 25. Publicity Neither Vendor nor any tier subcontractor shall use the name of the County or quote the opinion of any County employee in any advertising, publicity, endorsement or testimonial, without the prior written approval of the County. 26. Compliance with Laws In the performance of this Agreement, Vendor shall comply with all applicable laws, ordinances, rules and regulations of governmental authorities. Vendor shall minimize pollution and shall strictly comply with all applicable environmental laws and regulations. Vendor shall give required notices, and secure and pay for any permits, licenses, and easements required for supply of Goods and Services. The Vendor shall give any and all necessary formal notices required in conjunction with the lawful supply of the Goods and Services. ATTACHMENT H FORM OF AGREEMENT AND GENERAL CONDITIONS 34 27. Health and Safety The Vendor shall, at all times, control the health, safety and welfare of its employees and subcontractors. Vendor shall: 27.1 comply with all federal, state and local regulations, as well as all safety information and instructions as may be set forth in writing or otherwise provided by the County; 27.2 promptly report to the County all incidents with potentially adverse safety, health or environmental implications, including slips, falls, equipment malfunctions, fume releases and any situation requiring first-aid or medical observations or treatment; 27.3 promptly report to the County all cases Vendor determines to be recordable on the OSHA 300 log or its equivalent and upon request, provide the County with a copy of the OSHA 300 log and all supporting forms; 27.4 properly maintain, inspect and supervise its designated work area and roadways to keep them in reasonably safe condition. This responsibility includes Vendor’s right and duty to conduct reasonable and necessary maintenance in the work area and of the roadways to prevent unsafe work conditions from existing. Vendor shall regularly conduct safety audits and inspections to ensure compliance with its responsibility to maintain a reasonably safe work area; 27.5 supply the applicable safety data sheets on all Goods and Services supplied to the County or used on County property; 27.6 use, handle, store and dispose of any hazardous materials or waste while on the County’s property in strict compliance with applicable laws and as instructed in the safety data sheet(s); and 27.7 keep the County’s property free of waste as the work progresses and, on completion of such activities, leave the site “broom clean” and tools, equipment and materials furnished shall be so placed and maintained as to permit unobstructed access to the work and to minimize exposure to personal injury or fire loss in a location approved by the County. The County may remove waste or store Vendor’s tools, equipment and materials if Vendor fails to properly do so and the Vendor shall reimburse the County for any costs incurred, including charges for employee time, within seven (7) days of demand. 28. Equal Employment Opportunity During the performance of the Agreement, the Vendor shall not discriminate against any employees or applicant for employment because of race, color, religion, sex, or national origin. The Vendor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to race, color, religion, sex or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer, recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Vendor agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this paragraph. ATTACHMENT H FORM OF AGREEMENT AND GENERAL CONDITIONS 35 29. Independent Contractor The employees, subcontractors, methods, facilities, and equipment used by Vendor shall be at all times under Vendor’s direction and control. Vendor’s relationship to the County under this Agreement shall be that of an independent contractor, and nothing in this Agreement shall be construed to constitute Vendor, its subcontractors or any of their employees as an employee, agent, associate, joint venturer, or partner of the County. 30. Employees of Vendor 30.1 Vendor agrees that each of its employees will be properly qualified and will use reasonable care in the performance of services while on County property. If the County, in the County’s sole opinion, determines, for any reason, that the qualifications, actions or conduct of any particular Vendor employee is inconsistent with Vendor’s obligations under this Agreement by performing unsatisfactory services, interfering with the operation of the County’s facilities, bothering or annoying any occupants, visitors, or other vendors then at facility, or that such actions or conduct is otherwise detrimental to the County, then upon the County’s written notice, Vendor shall immediately provide a qualified replacement. 30.2 Vendor shall advise its employees and the employees of its subcontractors and agents that: 30.2.1 It is the policy of the County of Berks to provide a drug-free work environment. To that end the County prohibits the consumption of alcohol or illegal use, possession, sale, manufacture, dispensing, and distribution of drugs or other controlled substances while supplying Goods and Services or on County property on the work site, and prohibits in the workplace the presence of an individual with such substances in the body for non-medical reasons. 30.2.2 Any employee of Vendor who is found in violation of the policy may be removed or barred from the work site at the discretion of the County. 31. Governing Law and Jurisdiction This Agreement shall be interpreted under the substantive law of the Commonwealth of Pennsylvania, without giving effect to its principles of conflicts of law. EACH PARTY IRREVOCABLY CONSENTS TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE COURT OF COMMON PLEAS OF BERKS COUNTY, COMMONWEALTH OF PENNSYLVANIA, AND IRREVOCABLY AGREES THAT ALL ACTIONS OR PROCEEDINGS BETWEEN THE PARTIES, INCLUDING, BUT NOT LIMITED TO, THOSE ACTIONS OR PROCEEDINGS RELATING TO THIS AGREEMENT, SHALL BE LITIGATED IN SUCH COURT. 32. Subcontractors 32.1 The Vendor shall not subcontract with or employ any entity or individual who is currently suspended or debarred by the Commonwealth of Pennsylvania or federal government during the term of this Agreement or any extensions or renewals thereof. The County shall have the right to require the Vendor to terminate such subcontracts or employment at no cost to the County. The Vendor agrees to reimburse the County ATTACHMENT H FORM OF AGREEMENT AND GENERAL CONDITIONS 36 for costs and expenses incurred due to the Vendor’s noncompliance with the terms of this certification requirement. 32.2 The Vendor may obtain the current list of suspended and debarred Vendors by contacting the: Department of General Services Office of Chief Counsel 603 North Office Building Harrisburg, PA 17125 33. Severability The provisions of this Agreement shall be deemed to be severable. Consequently, in the event that any provision of this Agreement is found to be void or unenforceable, such findings shall not be construed to render any other provision of this Agreement either void or unenforceable, and all other provisions shall remain in full force and effect unless the provisions which are void or unenforceable shall substantially affect the rights or obligations granted to or undertaken by either party. 34. Reservation of Rights Either party’s waiver of any of its remedies afforded hereunder or by law is without prejudice and shall not operate to waive any other remedies which such party shall have available to it, nor shall such waiver operate to waive such party’s rights to any remedies for future breach, whether of a like or different character. Furthermore, any termination or assignment of this Agreement shall not relieve or release either party hereto from any rights, liabilities, or obligations which it has accrued under law or under the terms of this Agreement prior to the date of such termination or assignment. 35. Regulations Not Applicable 36. Integrity Provisions 36.1 It is essential that those who seek to contract with the County observe high standards of honesty and integrity. They must conduct themselves in a manner that fosters public confidence in the integrity of the County procurement process. 36.2 In furtherance of this policy, Vendor agrees to the following: 36.2.1 Vendor shall maintain the highest standards of honesty and integrity during the performance of this Agreement and shall take no action in violation of state or federal laws or regulations or any other applicable laws or regulations or other requirements applicable to Vendor or that governs contracting with the County and Commonwealth. 36.2.2 Vendor shall establish and implement a written business integrity policy, which includes, at a minimum, the requirements of these provisions as they relate to Vendor employee activity with the County and Commonwealth; County and Commonwealth employees, and which is distributed and made known to all Vendor employees. ATTACHMENT H FORM OF AGREEMENT AND GENERAL CONDITIONS 37 36.2.3 Vendor, its affiliates, agents and employees shall not influence, or attempt to influence any County or Commonwealth employee to breach the standards of ethical conduct for County or Commonwealth employees set forth in the Public Official and Employees Ethics Act, 65 Pa.C.S. §§1101 et seq.; the State Adverse Interest Act, 71 P.S. §776.1 et seq.; and the Governor’s Code of Conduct, Executive Order 1980-18, 4 Pa. Code §7.151 et seq., or to breach any other state or federal law or regulation. 36.2.4 Vendor, its affiliates, agents and employees shall not offer, give or agree or promise to give any gratuity to a County and/or Commonwealth official or employee or to any other person at the direction or request of any County and/or Commonwealth official or employee. 36.2.5 Vendor, its affiliates, agents and employees shall not offer, give or agree or promise to give any gratuity to a County official or employee or to any other person, the acceptance of which would violate the Governor’s Code of Conduct, Executive Order 1980-18, 4 Pa. Code §7.151 et seq. or any statute, regulation, statement of policy, management directive or any other published standard of the County and Commonwealth. 36.2.6 Vendor, its affiliates, agents and employees shall not, directly or indirectly, offer, confer, or agree to confer any pecuniary benefit on anyone as consideration for the decision, opinion, recommendation, vote, other exercise of discretion, or violation of a known legal duty by any County or Commonwealth official or employee. 36.2.7 Vendor, its affiliates, agents, employees or anyone in privity with him or her shall not accept or agree to accept from any person, any gratuity in connection with the performance of work under the agreement, except as provided in the Agreement. 36.2.8 Vendor shall not have a financial interest in any other provider, subcontractor or supplier providing services, labor or material on this program, unless the financial interest is disclosed to the County in writing and the County consents to Vendor’s financial interest prior to County execution of the agreement. Vendor shall disclose the financial interest to the County at the time of bid or proposal submission, or if no bids or proposals are solicited, no later than Vendor’s submission of the agreement signed by Vendor. 36.2.9 Vendor must promptly refer to the Department of Justice Office of the Inspector General (OIG) any credible evidence that a principal, employee, agent, subrecipient, contractor subcontractor or other person has, in connection with funds under this award (1) submitted a claim that violates the False Claims Act or (2) committed a criminal or civil violation of laws pertaining to fraud, conflict of interest, bribery, gratuity or similar misconduct. Potential fraud, waste, abuse or misconduct involving or relating to funds under this contract should be reported to the OIG by (1) mail directed to: Office of the Inspector General, U.S. Department of Justice, Investigations Division 950 Pennsylvania Avenue, N.W. Room 4706, Washington, DC 20530; (2) email to ATTACHMENT H FORM OF AGREEMENT AND GENERAL CONDITIONS 38 oig.hotline@usdoj.gov and/or (3) the DOJ OIG hotline: at (800) 869-4499 (phone) or (202) 616-9881. Additional information is available from the DOJ OIG website at http://www.usdoj.gov/oig. 36.2.10 Restrictions and certifications regarding non-disclosure agreements and related matters. 36.2.10.1 Vendor shall not require any employee or contractor to sign an internal confidentiality agreement or statement that prohibits or otherwise restricts or purports to prohibit or restrict the reporting (in accordance with law) of waste, fraud, or abuse to an investigative or law enforcement representative of federal department or agency authorized to receive such information. 36.2.10.2 The foregoing is not intended, and shall not be understood by, to contravene requirements applicable to Standard Form 312 (which relates to classified information). Form 4414 (which relates to sensitive compartmental information), or any other form issued by a federal department or agency governing the nondisclosure of classified information. 36.2.10.3 In accepting this Agreement, the Vendor 36.2.10.3.1 represents that it neither requires nor has required internal confidentiality agreements or statements from employees or contractors that currently prohibit or otherwise currently restrict (or purport to prohibit or restrict) employees or contractors from reporting waste, fraud, or abuse as described above; and 36.2.10.3.2 certifies that if it learns or is notified that it is or has been requiring its employees or contractors to execute agreements or statements that prohibit or otherwise restrict (or purport to prohibit or restrict), reporting of waste, fraud, or abuse as described above, it will immediately stop any further obligations of award funds, will provide prompt written notification to the federal agency whom has awarded these grant funds and will resume (or permit resumption of) such obligations only if expressly authorized to do so by that agency. 36.2.10.4 If the Vendor does or is authorized to make subawards (“subgrants”), or engage a procurement contractor to perform services under this Agreement: 36.2.10.4.1 it represents that 36.2.10.4.2 it has determined that no other entity that the Vendor’s application proposes may or will receive award funds (whether through a subaward (“subgrant”), procurement contract, or subcontract under a procurement contract) either requires or has required internal mailto:oig.hotline@usdoj.gov http://www.usdoj.gov/oig ATTACHMENT H FORM OF AGREEMENT AND GENERAL CONDITIONS 39 confidentiality agreements or statements from employees or contractors that currently prohibit or otherwise currently restrict (or purport to prohibit or restrict) employees or contractors from reporting waste, fraud, or abuse as described above; and 36.2.10.4.3 it has made appropriate inquiry, or otherwise has an adequate factual basis, to support this representation; and 36.2.10.4.4 it certifies that if it learns or is notified that any subrecipient contractor or subcontractor entity that receives funds under this agreement is or has been requiring its employees or contractors to execute agreements or statements that prohibit or otherwise restrict (or purport to prohibit or restrict), reporting of waste, fraud, or abuse as described above, the County, will immediately stop any further obligations of agreement funds to or by that entity, will provide prompt written notification to the federal agency making this award, and will resume (or permit resumption of) such obligations only if expressly authorized to do so by that agency. 36.2.11 Vendor, its affiliates, agents and employees shall not disclose to others any information, documents, reports, data or records provided to, or prepared by, Vendor under this agreement without the prior written approval of the County, except as required by the Pennsylvania Right-to-Know Law, 65 P.S. §§67.101- 3104, or other applicable law or as otherwise provided in this Agreement. Any information, documents, reports, data, or records secured by Vendor from the County or a third party in connection with the performance of this agreement shall be kept confidential unless disclosure of such information is: 36.2.11.1 Approved in writing by the County prior to its disclosure; or 36.2.11.2 Directed by a court or other tribunal of competent jurisdiction unless the agreement requires prior County approval; or 36.2.11.3 Required for compliance with federal or state securities laws or the requirements of national securities exchanges; or 36.2.11.4 Necessary for purposes of Vendor’s internal assessment and review; or 36.2.11.5 Deemed necessary by Vendor in any action to enforce the provisions of this Agreement or to defend or prosecute claims by or against parties other than the County; or 36.2.11.6 Permitted by the valid authorization of a third party to whom the information, documents, reports, data or records pertain; or 36.2.11.7 Otherwise required by law. 36.2.12 Vendor certifies that neither it nor any of its officers, directors, associates, partners, limited partners or individual owners has been officially notified of, ATTACHMENT H FORM OF AGREEMENT AND GENERAL CONDITIONS 40 charged with, or convicted of any of the following and agrees to immediately notify the County agency granting officer in writing if and when it or any officer, director, associate, partner, limited partner or individual owner has been officially notified of, charged with, convicted of, or officially notified of a governmental determination of any of the following: 36.2.12.1 Commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements or receiving stolen property. 36.2.12.2 Commission of fraud or a criminal offense or other improper conduct or knowledge of, approval of or acquiescence in such activities by Vendor or any affiliate, officer, director, associate, partner, limited partner, individual owner, or employee or other individual of entity associated with: 36.2.12.2.1 Obtaining; 36.2.12.2.2 Attempting to obtain; or 36.2.12.2.3 Performing a public grant or subgrant Vendor’s acceptance of the benefits derived from the conduct shall be deemed evidence of such knowledge, approval or acquiescence. 36.2.12.3 Violation of federal or state antitrust statutes. 36.2.12.4 Violation of any federal or state law regulating campaign contributions. 36.2.12.5 Violation of any federal or state environmental law. 36.2.12.6 Violation of any federal or state law regulating hours of labor, minimum wage standards or prevailing wage standards; discrimination in wages; or child labor violations. 36.2.12.7 Violation of the Act of June 2, 1915 (P.L.736, No. 338), known as the Workers’ Compensation Act, 77 P.S. 1 et seq. 36.2.12.8 Violation of any federal and state law prohibiting discrimination in employment, including but not limited to 28 CFR Part 42. 36.2.12.9 Debarment by any agency or department of the federal government or by any other state. 36.2.12.10 Any other crime involving moral turpitude or business honesty or integrity. Vendor acknowledges that the County may, in its sole discretion, terminate the agreement for cause upon such notification or when the County otherwise learns that Vendor has been officially notified, charged or convicted. ATTACHMENT H FORM OF AGREEMENT AND GENERAL CONDITIONS 41 36.2.13 If this Agreement was awarded to Vendor on a non-bid basis, Vendor must, (as required by Section 1641 of the Pennsylvania Election Code) file a report of political contributions with the Secretary of the Commonwealth on or before February 15 of the next calendar year. The report must include an itemized list of all political contributions known to Vendor by virtue of the knowledge possessed by every officer, director, associate, partner, limited partner, or individual owner that has been made by: 36.2.13.1 Any officer, director, associate, partner, limited partner, individual owner or members of the immediate family when the contributions exceed as aggregate of one thousand dollars ($1,000) by any individual during the preceding year; or any employee or members of his immediate family whose political contribution exceeded one thousand dollars ($1,000) during the preceding year. 36.2.13.2 To obtain a copy of the report form, Vendor shall contact the Bureau of Commissioners, elections and Legislation, Division of Campaign Finance and Lobby Disclosure, Room 210, North Office Building, Harrisburg, PA 17120. 36.2.14 Vendor shall comply with requirements of the Lobbying Disclosure Act, 65 Pa.C.S. § 13A01 et seq., and the regulations promulgated pursuant to that law. Vendor employee activities prior to or outside of formal Commonwealth procurement communication protocol are considered lobbying and subjects the Vendor employees to the registration and reporting requirements of the law. Actions by outside lobbyists on Vendor’s behalf, no matter the procurement stage, are not exempt and must be reported. 36.2.15 When Vendor has reason to believe that any breach of ethical standards as set forth in law, the Governor’s code of Conduct, or in th