Nursing Assistant Platform

COUNTY OF BERKS Invitation to Bid # 22-27-KS for Nursing Assistant Platform Issued on November 29, 2022 Submittal Deadline: Thursday, December 22, 2022, 1:00 P.M. Local prevailing time Refer to Section One, paragraph 2.1 for submittal instructions. Opening Date/Time: Thursday, December 22, 2022, 2:15 P.M. Local prevailing time County’s Point-of-Contact for this ITB: Name: Kimberly A. Styer Tel: 610-478-6168 ext. 6273 Fax: 610-898-7430 kstyer@countyofberks.com Mailing Address: Berks County Services Center, 633 Court Street – 13th Floor, Reading, PA, 19601 This Invitation to Bid (ITB) package consists of 65 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 - Not Applicable Attachment F Consent of Surety - Not Applicable Attachment G No Bid Reply Form Attachment H Form of Agreement and General Conditions Attachment I Performance Bond - Not Applicable Attachment J Form of Purchase Order Attachment K Worker Protection and Investment Certification Form BOP-2201 Attachment L HIPPA Agreement 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 Nursing Assistant Platforms and accessories 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, Thursday, December 22, 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, Thursday, December 22, 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. 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 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 4:00 PM on December 9, 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. 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. SECTION ONE INSTRUCTIONS TO BIDDERS 4 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) copies 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 – “Nursing Assistant Platforms” 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 2.2.1 Bidders who intend on submitting a bid for product for a manufacturer and/or model different than the one identified in Section Two, paragraph 3.1 must make arrangements with the County to supply a sample of the proposed nursing assistant platform (NAP) for review and trial use. This shall include the provision of detailed specifications regarding the product. This must occur at minimum three weeks prior to the submission of a bid response to the County. Alternative specifications will be considered at the discretion of the County. 2.2.1.1 You can make arrangements for the delivery of your proposed NAP by contacting the County’s ITB contact, who’s information can be found on the cover page of this ITB. The County will contact you when the review and trial is complete so that the potential bidder can make arrangements for the pick-up / return of the unit. 2.2.2 All cost for the review and trail period shall be at the vendors expense and time. 2.2.3 Any and all products trialed and deemed to meet the specifications identified herein will be identified through a written amendment to this Invitation to Bid. 2.3 Bid Security (Not Applicable) 2.4 Consent of Surety (Not Applicable) 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 SECTION ONE INSTRUCTIONS TO BIDDERS 5 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 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. 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. SECTION ONE INSTRUCTIONS TO BIDDERS 6 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 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. SECTION ONE INSTRUCTIONS TO BIDDERS 7 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 certificate of insurance. 3.6 Performance Security (Not Applicable) 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, Attachment L 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. SECTION ONE INSTRUCTIONS TO BIDDERS 8 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 two (2) months from the commencement date of the Agreement for line numbers one (1) through five (5) outlined on Amendment #7, Attachment A, Bid Form and shall hold the Bid prices fixed and firm for a period of three (3) years for line numbers six (6) and seven (7) 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. 4.4 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 two (2) months for line numbers one (1) through five (5) outlined on Amendment #7, Attachment A, Bid Form and shall hold the Bid prices fixed and firm for a period of three (3) years for line numbers six (6) and seven (7) commencing upon the Award of the Agreement unless otherwise extended. - - - END OF INSTRUCTIONS TO BIDDERS - - - SECTION TWO TECHNICAL SPECIFICATIONS 9 1. Summary This section of the ITB describes the County’s requirements for Nursing Assistant Platform, hereafter NAP at the Berks Heim Nursing Home. 2. Functional Requirements 2.1. Nursing Assistant Platform shall be mobile for medical staff to work with throughout the building, including being able to move between multiple rooms and floors without being carried. 2.2. NAP shall have access to the internet via wireless fidelity (Wi-Fi). NAP must interface seamlessly with electronic health record (EHR) system, PointClickCare. EHR system shall be accessible by visual display or monitor. Data entry to the EHR system shall be interfaced to the units. The NAP shall utilize IBM Watson Insights or equivalent for data security when transmitting between the NAP and HER. 2.3 NAP must be capable, by accessory or the base platform, to take patient vitals; temperature (tympanic, temporal, and oral), blood pressure, and blood oxygen level. NAP should be able to host these attachments on the unit stands without additional encumbrance of attendant. 2.3. NAP shall be capable of printing information on paper for patients and medical staff. This may be done by wireless connection through a device that may print from the cart in order to provide patients or medical staff paper records on the spot, or integrated into the NAP itself. 2.4. NAP accessories identified in Section Two, Paragraph 2 must be easily integrated into the cart and shall not create an encumbrance on medical staff as they work with patients. The base unit, accessories, and other features should be accompanied by an instructional manual, either digital or paper-copy. 2.5. NAPs are HIPAA compliant. 2.6. Technical support for the purposes of troubleshooting, software updates, or identifying repair needs is available 24/7 at no additional charge to the County. 3. Product Specifications 3.1. All Bidders, who intend to bid a product alternative to that identified in this paragraph must provide a sample as well as provide detailed written specifications demonstrating their ability to meet or exceed the NAP, Rosie SmartCart® with Rosie® 4 Vital Signs Monitor as listed herein prior to bidding in accordance with Section One, Paragraph 2.2. 3.2. Record reading times shall be less than two minutes for temperature (tympanic, temporal, and oral), blood pressure, and blood oxygen levels. 3.3. Continuous monitoring capability. 3.4. Visual display with high-definition screen. The screen should have at minimum 1080p resolution. 3.5. Storage of up to 5,000 retrievable measurements, 3.6. Printer capable of printing standard modified early warning score (MEWS) with time and date stamp. SECTION TWO TECHNICAL SPECIFICATIONS 10 3.7. Minimum of 8-hour battery life. 3.8. NAP shall include the mobile cart, monitor/display, as well as the following features and accessories at no additional charge to the County: 3.8.1. SPO^2 Finger Sensor 3.8.2. Finger Sensor Extension Cable 3.8.3. Regular Adult Blood Pressure Cuff 3.8.4. Blood Pressure Cuff Hose 3.8.5. Oral Temperature Probe 3.8.6. Power Cord 3.8.7. Roll Printer Paper 3.8.8. Visual Display/Tablet with Mounting Bracket 3.8.9. Keyboard with Mounting Bracket 3.8.10. Tympanic Thermometer 3.9. The following accessories shall be available: 3.9.1. Oral Probe Covers 3.9.2. Tympanic Probe Covers 4. Communication Security 4.1 All communication from device must be secured utilizing encryption 4.2 Devices shall support non-deprecated encryption (TLS 1.2 and above) 4.3 Communication must support the device operated in network isolation on County network, interfacing only with selected internet addresses to support Interface with Point Click Care 4.4 Vendor shall allow the County to scan the device with vulnerability detection software 4.5 Vendor shall support device and provide patches for any critical, high or medium vulnerabilities during the life of the support contract 4.6 Any other wireless communication technology (i.e. Bluetooth, near field communication, etc.) shall be capable of supporting security best practices for sensitive network settings (i.e. hospital, financial institutions, etc.) 5. Device Security 5.1 Vendor shall provide device hardening to limit risk of cyber attack 5.2 Vendor shall provide proof of hardening efforts or current NESSUS scan showing no critical, high or medium vulnerabilities 5.4 Devices shall support management via a commercial mobile device management platform to allow for device management. Access to mobile management software shall support multi-factor authentication 5.5 NAP shall be in tamper proof housing. Exposed ports such as USB drives should be capable of being disabled or managed via software SECTION TWO TECHNICAL SPECIFICATIONS 11 5.6 NAP shall support network segmentation via isolated VLAN and/or simulated network isolation via NAC 5.7 NAP shall be capable of being updated to the latest version of software on the NAP, including operating system and software updates and patches. 6. Application Security and Integration 6.1 NAP cannot store any credentials or passwords for end users 6.2 Vendor shall provide detailed instructions on any County configuration necessary in order to achieve HIPAA compliance and security best practices (i.e. shared responsibility model) 7. Warranty 7.1 Warranty of full coverage of monitor shall be a minimum of two (2) years of date on Purchase Order. Warranty should include replacement or repair of the base stand, monitor, wheels, and other base parts at no charge to County. The parts will not include accessories identified in Section Two, Paragraph 2. 7.2 When troubleshooting and NPA, a 2-day replacement loaner must be offered to the County, at no additional charge. Onsite maintenance will be required for simple repairs or maintenance. 7.3 All service, repairs, equipment and parts needed to troubleshoot shall be at no cost the County. 7.4 Warranties on accessories shall be a minimum of ninety (90) days after which the NAP is delivered and received by the County. 8. Subscription Fee, Monthly 8.1 The Vendor shall provide a subscription and license for use by the County of an EHR connectivity platform which includes collection of patient data from the NAP and utilizes wireless transfer of this data to the County’s electronic health records (EHR), PointClickCare. 8.2 The EHR Connectivity Platform System shall store and display information on a computer screen and transmits the information to a secure host server using connectivity including, but not limited to, FCC approved Wi-Fi, cellular wireless, Internet, or Ethernet. 8.3 The County may, at any time, request the Vendor to add other available EHR Connectivity Platform Applications, for which there shall be an amendment to the County and Vendor’s agreement. 8.4 The County shall provide Internet access in order to utilize the EHR connectivity platform. 8.5 The Vendor shall implement the EHR connectivity platform in conjunction with the NAPs. Shall include but not be limited to the following; 8.5.1 Vital Signs data capture 8.5.2 Weight data capture 8.5.3 PointClickCare vitals and weight integration 8.5.4 PointClickCare ADT integration 8.5.5 Hosting SECTION TWO TECHNICAL SPECIFICATIONS 12 8.6 Integration & Database Setup 8.6.1 Configuration of API communications with PointClickCare 8.6.2 Setup of MaaS360 or approved equal 8.6.3 Data Security by IBM Watson insights or approved equal 8.6.4 Initial load of all resident data into NAP Application 8.7 Hardware Installation 8.7.1 Assemble and in-service NAPs 8.7.2 Confirm tablet connectivity with facility wireless network 8.7.3 Verify data transfer from medical devices to tablets 8.8 Support & Maintenance 8.8.1 24-hour, 7 day a week support for the connectivity platform. In addition, phone support shall be available for devices Monday-Friday during standard business hours, Eastern Standard time. 8.8.2 Monitoring reports 8.8.3 Any new updates 8.8.4 IBM Watson (Security) or approved equal 8.8.5 IBM MaaS 360 (Automatic updates) or approved equal 8.8.6 Remote troubleshooting capabilities using IBM MaaS360 or approved equal 8.8.7 The Vendor shall perform on a daily basis database backup for disaster recovery purposes. 8.9 Vendor shall provide access to all applicable licenses and applications for a three (3) year term 9. Training 9.1 Training shall include but not be limited to the following; 9.1.1 Remote Training Demonstrations – Any initial training requests shall be conducted within 3 business days unless otherwise mutually agreed upon by the County and the Vendor 9.1.2 Manuals 9.1.3 On demand, online training videos 10. Delivery or Performance Requirements Delivery of Goods and Services must be made within 10 business days of the date of order placement. Deliveries shall be made to: 1011 Berks Road, Leesport, PA 19533. Deliveries must be made Monday through Friday between the hours of 7:00 AM and 4:00 PM. All deliveries shall be made FOB destination. 11. 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. 12. Pennsylvania Prevailing Wage Act Not Applicable. SECTION TWO TECHNICAL SPECIFICATIONS 13 13. Steel Products Procurement Act Special attention is drawn to the provisions of the Commonwealth of Pennsylvania Steel Products Procurement Act 73 P.S. § 1881, et. Seq., and Trade Practice Act, 71 P.S. § 773.101, et seq., with respect to any steel, aluminum or cast-iron product (including machinery and equipment) used in connection with Goods and Services. These laws include certain limitations and prohibitions on the source countries for certain raw products. The successful Bidder must provide the County with written certification of the source of steel products used before any payments can be made under the Agreement. ---- END OF SPECIFICATIONS ---- ATTACHMENT A BID FORM 14 ITB #22-27-KS Nursing Assistant Platform Important note to Bidders: It is essential that the submitted Bid complies with all 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 15 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 __ Sample Certificate of Insurance __ Worker Protection and Investment Certification Form BOP 2201 – Attachment K __ Specification Sheet(s) and/or Proof of Equivalency __ HIPPA Agreement – Attachment L __ Instructions as detailed in Section Two, Technical Specifications, Paragraph 6 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. Shipping or freight costs shall not be charged separate from the bid prices. 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. INTENTIONALLY LEFT BLANK ATTACHMENT A BID FORM 16 (A) Line No. (B) Item Offered (C) Estimated Quantity (D) Unit Price (E) Extended Price (C x D) (F) Alternate Product Make & Model No. 1. Rosie SmartCart® with Rosie® 4 or approved equal Shall include at minimum Blood Pressure Cuff, Regular Adult Blood Pressure Cuff, SPO^2 Finger Sensor, Finger Sensor Extension Cable, Oral Temperature Probe, Tympanic Thermometer and Visual Display/Tablet for Smart Cart 7 $ $ 2. Printer Paper Roll Replacement 1 $ $ 3. Power Cord Replacement 1 $ $ 4. Oral Probe Covers 200 (minimum) per case 1 (case) $ $ 5. Tympanic Probe Covers 200 (minimum) per case 1 (case) $ $ 6. Subscription, Monthly Fee 36 $ $ 7. Training and Integration, one-time fee 1 $ $ Total Bid Price FOB Destination (Sum: items 1 through 7) $ INTENTIONALLY LEFT BLANK ATTACHMENT A BID FORM 17 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 #22-27-KS and 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 18 During the term of the Agreement resulting from Invitation to Bid #22-27-KS - Nursing Assistant Platform, 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: 19 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 20 State of : :s.s. County of : Re: ITB #22-27-KS 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 21 Bidder: Each Bidder must submit at least three references to whom the Bidder has provided Nursing Assistant Platforms 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 22 Not applicable. ATTACHMENT F CONSENT (OR AGREEMENT) OF SURETY 23 Not applicable. ATTACHMENT G NO BID REPLY FORM 24 To assist the County in obtaining good competition, we ask that each firm who has received Invitation to Bid #22-27-KS, 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 kstyer@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 25 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 Nursing Assistant Platform in accordance with the requirements set forth in the County’s Invitation to Bid #22-27-KS [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 [Month Day, Year through Month Day, Year] unless terminated or extended in accordance with the terms and conditions of this Agreement. With the consent of the Vendor, the County reserves the option to renew the Agreement for two (2) additional three-month terms at the Bid prices for line numbers one (1) through five (5) and four (4) additional one (1) year terms at Bid price for line number six (6) and seven (7) outlined in Paragraph 6, Compensation, herein. Prior to the end of each 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 three months from the prior expiration date. Such acceptance shall be automatically incorporated in the Agreement Documents. 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 is in accordance with ITB herein. 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. 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 ATTACHMENT H FORM OF AGREEMENT AND GENERAL CONDITIONS 26 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: Line No. Item Offered Unit Price 1. Rosie SmartCart® with Rosie® 4 or approved equal Shall include at minimum Blood Pressure Cuff, Regular Adult Blood Pressure Cuff, SPO^2 Finger Sensor, Finger Sensor Extension Cable, Oral Temperature Probe, Tympanic Thermometer and Visual Display/Tablet for Smart Cart $ 2. Printer Paper Roll Replacement $ 3. Power Cord Replacement $ 4. Oral Probe Covers 200 (minimum) per case $ 5. Tympanic Probe Covers 200 (minimum) per case $ 6. Subscription, Monthly Fee $ 7. Training and Integration, one-time fee $ ATTACHMENT H FORM OF AGREEMENT AND GENERAL CONDITIONS 27 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 x7416 Fax 610-376-4168 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 28 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. 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. 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. ATTACHMENT H FORM OF AGREEMENT AND GENERAL CONDITIONS 29 14. Patents, Copyrights, Trademarks & Intellectual Property 14.1 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. 14.2 County acknowledges and agrees interest in Applications, and all modifications and improvements thereto regardless of whether any such modifications or improvements are the result (in whole or in part) of any suggestions or changes made by the County. Nothing within this Agreement shall constitute a waiver of Vendor’s rights under U.S. or international copyright law or any other federal or state law. County agrees not to copy, reproduce, replicate, sublicense, decompile, dissemble or reverse engineer any part of Application. 14.3 County acknowledges and agrees that modifying or altering licensed material in any way constitutes willful infringement of the license. Any such modification or alteration may render the software and devise adulterated under the United States Federal Food, Drug and Cosmetic Act and other applicable laws and could subject the County and/or authorized users to action by the United States Food and Drug Administration or other applicable regulatory authorities. 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 15.2.1 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. 15.2.2 Vendor may monitor Customer’s usage of the licensed Applications to collect and aggregate certain data and related information about County’s use of the Applications without any reference to the specific source of the data or information. Such activities will not involve the access to or collection of any protected health information, as defined in the Health Insurance Portability and Accountability Act of 1996, Pub. L 104-191, as amended, and the regulations promulgated thereunder at 45 C.F.R. Parts 160 and 164. Vendor may use this data and information and/or may ATTACHMENT H FORM OF AGREEMENT AND GENERAL CONDITIONS 30 provide the same to third parties in efforts to improve its products and/or to provide services to Customer. 15.2.3 The Vendor’s connectivity platform is not intended for diagnosis or as substitute for medical care, and it is not intended to provide real time data. Judgement and experience by a caregiver are required to check and interpret the information delivered. 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 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 17.1 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. 17.2 County agrees to indemnify and hold harmless Vendor, its officers, 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 the County or its subcontractors or any of their respective agents, servants, or employees or County’s 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 ATTACHMENT H FORM OF AGREEMENT AND GENERAL CONDITIONS 31 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. 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 ATTACHMENT H FORM OF AGREEMENT AND GENERAL CONDITIONS 32 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. 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; ATTACHMENT H FORM OF AGREEMENT AND GENERAL CONDITIONS 33 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. 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 ATTACHMENT H FORM OF AGREEMENT AND GENERAL CONDITIONS 34 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 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. ATTACHMENT H FORM OF AGREEMENT AND GENERAL CONDITIONS 35 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. 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. ATTACHMENT H FORM OF AGREEMENT AND GENERAL CONDITIONS 36 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 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 ATTACHMENT H FORM OF AGREEMENT AND GENERAL CONDITIONS 37 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 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 ATTACHMENT H FORM OF AGREEMENT AND GENERAL CONDITIONS 38 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, 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. ATTACHMENT H FORM OF AGREEMENT AND GENERAL CONDITIONS 39 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. 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. ATTACHMENT H FORM OF AGREEMENT AND GENERAL CONDITIONS 40 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 these provisions has occurred or may occur, including but not limited to contact by a Commonwealth officer or employee which, if acted upon, would violate such ethical standards, Vendor shall immediately notify the Commonwealth granting officer or Commonwealth Inspector General in writing. 36.2.16 Vendor, by submission of its bid or proposal and/or execution of this agreement by the submission of any bills, invoices or requests for payment pursuant to the grant, certifies and represents that it has not violated any of these integrity provisions in connection with the submission of the bid or proposal, during any agreement negotiations or during the term of the Agreement. 36.2.17 Vendor shall cooperate with the Office of Inspector General in its investigation of any alleged Commonwealth employee breach of ethical standards and any alleged Vendor non-compliance with these provisions. Vendor agrees to make identified Vendor employees available for interviews at reasonable times and places. Vendor, upon the inquiry or request of the Office of Inspector General, shall provide, or if appropriate, make promptly available for inspection or copying, any information of any type or form deemed relevant by the Inspector General to Vendor’s integrity and compliance with these provisions. Such information may include, but shall not be limited to, Vendor’s business or financial records, documents or files of any type or form that refers to or concern this Agreement. 36.2.18 For violation of any of these Integrity Provisions, the County may terminate that and any other agreement with Vendor, claim liquidated damages in an amount equal to the value of anything received in breach of these provisions, claim damages for all additional costs and expenses incurred in obtaining another Vendor to complete performance under this Agreement, and debar and suspend Vendor from doing business with the County. These rights and remedies are cumulative, and the use or non-use of any one shall not preclude the use of all or any other. These rights and remedies are in addition to those the Commonwealth may have under law, statute, regulation or otherwise. 36.2.19 For purposes of these Integrity Provisions, the following terms shall have the meanings found in this Clause 36. 36.2.19.1 “Confidential information” means information that a) is not already in the public domain; b) is not available to the public upon request; c) is not or does not become generally known to Vendor from a third party without an obligation to maintain its confidentiality; d) has not become generally known to the public through an act or omission of Vendor; or e) has not been independently developed by Vendor without the use of confidential information of the County or Commonwealth. ATTACHMENT H FORM OF AGREEMENT AND GENERAL CONDITIONS 41 36.2.19.2 “Consent” means written permission signed by a duly authorized officer or employee of the County or Commonwealth, provided that where the material facts have been disclosed, in writing, by pre-qualification, bid, proposal, or grantual terms, the County or Commonwealth shall be deemed to have consented by virtue of execution of this Agreement. 36.2.19.3 “Vendor” means the individual or entity that has entered into this Agreement with the County, including those directors, officers, partners, managers and owners having more than a five percent interest in Vendor. 36.2.19.4 “Financial interest” means: 36.2.19.4.1 Ownership of more than a five percent interest in any business; or 36.2.19.4.2 Holding a position as an officer, director, trustee, partner, employee or holding any position of management. 36.2.19.5 “Gratuity” means tendering, giving or providing anything of more than nominal monetary value including, but not limited to, cash, travel, entertainment, gifts, meals, lodging, loans, subscriptions, advances, deposits of money, services, employment or grants of any kind. The exceptions set forth in the Governor’s Code of Conduct, Executive Order 1980-18, the 4 Pa. Code §7.153(b), shall apply. 36.2.19.6 “Immediate family” means a spouse and any unemancipated child. 36.2.19.7 “Non-bid basis” means a grant awarded or executed by the County with Vendor without seeking bids or proposals from any other potential bidder or offeror. 36.2.19.8 “Political contribution” means any payment, gift, subscription, assessment, grant, payment for services, dues, loan, forbearance, advance or deposit of money or any valuable thing, to a candidate for public office or to a political committee, including but not limited to a political action committee, made for the purpose of influencing any election in the Commonwealth of Pennsylvania or for paying debts incurred by or for a candidate or committee before or after any election. 37. Debarment/Tax Liabilities 37.1 For the purpose of these provisions, the term vendor is defined as any person, including, but not limited to, a bidder, offeror, loan recipient, provider, or subcontractor, who has furnished or seeks to furnish goods, supplies, services, or leased space, or who has performed or seeks to perform construction activity under contract, subcontract, grant or subgrant with the County, or with a person under contract, subcontract, grant, or subgrant with the County or its state-affiliated entities, and state- related institutions. The term vendor may include a permitee, licensee, or any agency, political subdivision, instrumentality, public authority, or other entity of the County. ATTACHMENT H FORM OF AGREEMENT AND GENERAL CONDITIONS 42 37.1.1 The Vendor must certify, in writing, for itself and all its subcontractors, that as of the date of its execution of any County contract, that neither the vendor, nor any subcontractors, nor any suppliers are under suspension or debarment by the Commonwealth or any governmental entity, instrumentality, or authority and, if the vendor cannot so certify, then it agrees to submit, along with the bid/proposal, a written explanation of why such certification cannot be made. 37.1.1.1 The Vendor must also certify, in writing, that as of the date of its execution, of any County contract it has no tax liabilities or other County or Commonwealth obligations. 37.1.1.2 The Vendor’s obligations pursuant to these provisions are ongoing from and after the effective date of the contract through the termination date thereof. Accordingly, the Vendor shall have an obligation to inform the contracting agency if, at any time during the term of the contract, it becomes delinquent in the payment of taxes, or other County or Commonwealth obligations, or if it or any of its subcontractors are suspended or debarred by the Commonwealth, the federal government, or any other state or governmental entity. Such notification shall be made within 15 days of the date of suspension or debarment. 37.1.2 The failure of the Vendor to notify the contracting agency of its suspension or debarment by the Commonwealth, any other state, or the federal government shall constitute an event of default of the contract with the County. 37.1.3 The Vendor agrees to reimburse the Commonwealth for the reasonable costs of investigation incurred by the Office of State Inspector General for investigations of the Vendor’s compliance with the terms of this or any other agreement between the Vendor and the County, which results in the suspension or debarment of the Vendor. Such costs shall include, but shall not be limited to, salaries of investigators, including overtime; travel and lodging expenses; and expert witness and documentary fees. The Vendor shall not be responsible for investigative costs for investigations that do not result in the Vendor’s suspension or debarment. 37.1.4 Vendor shall immediately self-report any discovered exclusion of an employee or contractor, either an individual or an entity, to the Bureau of Program Integrity either: 37.1.4.1 Via e-mail through the MA Provider Compliance form at the following link: https://expressforms.pa.gov/apps/pa/DHS/MA-Provider-Compliance- Hotline 37.1.4.2 By U.S. mail at the following address: Department of Human Services Office of Administration ATTACHMENT H FORM OF AGREEMENT AND GENERAL CONDITIONS 43 Bureau of Program Integrity Commonwealth of Pennsylvania P.O. Box 2675 Harrisburg, PA 17105-2675 37.1.4.3 By fax at: 1-717-772-4655 or 1-717-772-4638. 37.1.4.4 Vendor shall copy the County on any notice given to the Bureau of Program Integrity in the manner and at the address provided for giving notices to the County in this Agreement. 37.1.5 Vendor shall develop and maintain auditable documentation of screening efforts, including dates the screenings were performed and the source data checked and its date of most recent update. 37.1.6 Vendor shall periodically conduct self-audits to determine compliance with this requirement. 37.1.7 Vendor shall provide evidence of compliance with these requirements to the County within ten (10) days following a request by the County. 37.1.8 The Vendor may obtain a current list of suspended and debarred Commonwealth providers by accessing: 37.1.8.1 The Commonwealth of Pennsylvania - Debarment and Suspension List online at the website below: https://www.dgs.internet.state.pa.us/debarmentsearch/debarment/index or contacting the: Department of General Services Office of Chief Counsel 603 North Office Building Harrisburg, PA 17125 Telephone No: 717-783-6472 FAX No.: 717-787-9138 37.1.8.2 The Worker Protection and Labor Law Non-Compliance List online at the website below: https://www.dli.pa.gov/Pages/Non-Comp