REQUEST FOR PROPOSAL
ROOF RESTORATION/REPAIR AT THE WARREN COUNTY JAIL
ACCEPTANCE DATE: Monday, October 23, 2023 at 11:30 a.m.
MANDATORY PRE-PROPOSAL MEETING TOUR 407 Market St., Warren PA 16365
Thursday, September 28, 2023 at 10:00 a.m.
BID ACCEPTANCE PLACE Warren County Courthouse
204 Fourth Ave.
Warren, PA 16365
Requests for information related to this Invitation should be directed to:
Pamela Matve, Chief Clerk, E-mail address:
NOTICE—INVITATION FOR PROPOSALS
Notice is hereby given that the Warren County Commissioners, on behalf of the Warren County Prison Board, will accept sealed request of proposals (RFPs) from qualified contractors for the repairs/restoration of the Warren County Jail courtyard roof.
A mandatory walkthrough will be held on September 28, 2023, at 10:00 am. at the Warren County Jail, 407 Market St., Warren PA 16365.
For a copy of the complete Request for Proposal, please contact Chief Clerk, Pamela Matve at 814-728-3402, or by email at .
Proposals must be received by 11:30 a.m. on Monday, October 23, 2023, at the Office of the Commissioners, 204 Fourth Ave, Warren, PA. Bids received will be publicly opened at 12:00 p.m. the same day, Monday, October 23, 2023, at the Commissioners’ Work Session.
Bids may be held by the County of Warren for a period not to exceed 60 days from the date of opening. The Commissioners reserve the right to accept or reject all bids or to waive any information in the bidding in accordance with law.
PROPOSAL ENVELOPE MUST BE LABELED: "SEALED PROPOSAL: ROOF RESTORATION/REPAIR WARREN COUNTY JAIL.” Envelopes must also be labeled with the name and address of the contractor submitting the proposal.
Warren County, Pennsylvania, is soliciting Proposals from qualified contractors that specialize in the restoration/repair of prison roofs.
The project at the Warren County Jail includes an approximately 40’ x 40’ courtyard with steel beams overhead. There is also a guard window that overlooks the courtyard which will need secured protection.
SCOPE OF WORK
Warren County would like:
1.Roofing material to be placed over the steel beams and secured for security, allowing fresh air into the yard. Currently, the roof is secured with a chain-linked fence. The County would prefer it replaced with a metal mesh that would both allow airflow and prevent objects from passing through the membrane.
2.Secure protection over the guard window. Currently there is a form guard window that is empty and provides a ledge to climb. This should be covered by a strong, secure material, not subject to human tampering.
3.Razor wire placed around the roof's perimeter with an access point for staff to make general repairs if necessary.
QUALIFICATIONS AND CONDITIONS OF AWARD
All interested parties must possess all federal, state and/or local qualifications/licenses to provide services in the Commonwealth of Pennsylvania
Insurance - Proposer is required to maintain insurance coverage as follows:
Minimum Limits of Liability, Terms and Coverage
Commercial General Liability
$1,000,000 bodily injury and property damage each occurrence, including advertising and personal injury, products and completed operations
$5,000,000 products/completed operations, independent Contractor’s liability, contractual liability, and coverage for property damage from perils of explosion, collapse, or damage to underground utilities, commonly known as XCU
$5,000,000 general annual aggregate
Auto Liability Insurance
$1,000,000 each person, bodily injury and property damage, including owned, non-owned and hired auto liability
$1,000,000 bodily injury by accident, each accident
$1,000,000 bodily injury by disease, each employee
$1,000,000 bodily injury by disease, policy aggregate
$5,000,000 each occurrence and annual aggregate
Underlying coverage shall include General Liability, Auto Liability, and Employer’s
$1,000,000 annual aggregate covering damages or liability arising or resulting from Contractor’s services rendered, or which should have been rendered, pursuant to the Contract
The Contractor shall purchase and maintain property insurance covering machinery, equipment, mobile equipment, and tools used or owned by the Contractor in the performance of services under the Contract. The County shall in no circumstance be responsible or liable for the loss or damage to, or disappearance of, any machinery, equipment, mobile equipment and tools used or owned by the Contractor in the performance of services under the Contract.
Proof of insurance shall be furnished to the County with bid submission. Certificate of insurance naming Warren County Commissioners as additionally insured shall be furnished within fifteen
(15) days of contract execution.
Licensing - Maintain all current applicable Pennsylvania technical licenses.
The County would like to move quickly in the selection of a firm to begin the process. The selected firm should be prepared to begin work shortly after a contract is signed with the goal of completing work on an aggressive schedule. This anticipated schedule is negotiable with justification from the consultant.
MINIMUM REQUIREMENTS TO BE INCLUDED IN SUBMISSION
Specifications of the material used are to be completed in the proposal.
The submission must also include two to three references with contact information, with any exceptions noted and any conflicts of interest related to this proposed project.
A summary of the firm history and terms and signature sheet (contained within the RFP) and W9 for the company shall accompany this RFP.
Certificate of Insurance demonstrating required coverages as listed above.
Required Site Visit
A mandatory walkthrough will be held on September 28, 2023, at 10:00 am. at the Warren County Jail, 407 Market St., Warren PA 16365.
Standard Terms and Conditions:
The preferred contractor must agree to and execute the Standard Terms and Conditions attached to this Request for Proposal and all other requirements in compliance with law, including the signing of the attached Contract, the delivery of a Performance Bond, and a Non-Collusion Affidavit as hereby attached.
Inquiries/Questions regarding this RFP should be posed in writing no later than September 20, 2023, and be directed to:
Pamela Matve, Chief Clerk
Answers will be provided as an addendum on the county’s website at www.warrencountypa.gov by September 26, 2023.
WarrenCounty reserves the right to evaluate all submitted proposals and to award the project to the lowest responsible and responsive bidder, with the best interest of the county in mind.
Proposals that are not submitted on time and/or do not conform to Warren County’s requirements will not be considered.
Warren County reserves the right to reject all bids.
BUILDING SYSTEMS AVAILABILITY
Due to the nature of the building, all contractor work in the building will be required to be done during the working day.
Due to the sensitive nature of the project completion this project, liquidated damages in the amount of $500.00 per day shall apply for each business day past the contracted completion date.
Terms and Signature Sheet
(Required to be Included with Proposal Submission)
In compliance with this Proposal and subject to all conditions thereof, the undersigned offers and agrees to furnish any or all items and/or services upon which prices are quoted, at the price quoted as specified.
My signature certifies that the accompanying proposal is not the result of or affected by any collusion with another person or company engaged in the same line of business or commerce, or any act of fraud. I hereby certify that I am authorized to sign this proposal for the Proposer.
NAME OF PROPOSER: DATE:
FEDERAL ID #:
PHONE ( ) FAX ( )
ROOF RESTORATION/REPAIR AT THE WARREN COUNTY JAIL
BID SUBMITTED BY OFFERORS AND CONTRACTORS
Lump sum amount $
Signature Printed Name
State of _________________________________
County of _______________________________
I state that I am ______________________________ of __________________________
(Title) (Entity Name)
and that I am authorized to make this affidavit on behalf of said entity.
I state that:
1. The price(s) and amount(s) 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 the amount(s) of this bid, and neither the approximate price(s) nor approximate amount(s) 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 contract, or to submit a bid higher than this bid, or to submit any intentionally high or noncompetitive 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 noncompetitive bid.
5. _________________________, its affiliates, subsidiaries, officers,
directors, and employees are not currently under the investigation by any governmental agency and have not in the last four years been convicted of or found liable for any act prohibited by State or Federal law in any jurisdiction, involving conspiracy or collusion with respect to bidding of any public contract, except as follows:
NONCOLLUSION AFFIDAVIT (Continued)
I state that ______________________________________ understands and
(Name of Firm)
acknowledges that the above representations are material and important, and will be relied on by County of Warren in awarding the contract(s) 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 County of Warren of the true facts relating to the submission of bids for this contract.
Name and Company Position
Sworn to me and subscribed before me this ________ day of ________________, 2023.
Jail Roof Installation Contract for Warren County, Pennsylvania
Department: Warren County Jail Address for Service: 204 Fourth Avenue, Warren, PA 16365
Contact: Rusty Barr, Deputy Warden
_____________________________ (herein, Contractor) agrees to install a roof at the Warren County Jail as more fully described in the Request for Proposal (to be set forth as Exhibit “A”), for the compensation set forth in Contractor’s Bid (to be set forth as Exhibit “B,”) incorporated herein, and upon the terms and conditions as set forth below.
1. Contract Documents. This contract shall consist of this Contract, together with the Request for Proposal, Contractor’s Bid, and Standard Terms and Conditions. Where there is a conflict between the provisions of this Agreement and any of the other documents, this Agreement shall control. Where there is a conflict between the provisions of the Standard Terms and Conditions and the terms set forth in the Request for Proposal, the latter shall control.
2. TERM OF CONTRACT. The term of this contract shall commence on ________________, and construction shall be completed by _________________________ unless extended at the option of the County.
3. STANDARD TERMS AND CONDITIONS. The Standard Contract Terms and Conditions for Services of Warren County are attached hereto as Exhibit “C,” and incorporated herein.
4. PERFORMANCE OF SERVICES. A. In the performance of its services, County relies upon the professional expertise of Contractor.
B. Contractor agrees to accept such undertaking and to perform all such services in a professional and expert manner, using its specialized expertise. Contractor represents that it has the professional qualifications and special expertise necessary to perform the services required hereunder.
C. In the performance of its professional services hereunder, Contractor shall, at all times, be considered an independent contractor and not an employee of County, and shall determine its own methods of operation in accomplishing the tasks assigned, subject only to the requirements set forth herein that said work be performed in a professionally expert manner within the time period required for performance of the services. Time shall be of the essence of this agreement.
D. For purposes of this agreement the term “Contractor” shall be deemed to include each of Contractor’s employees and agents who provide services hereunder, and each of said persons shall perform services in the manner set forth in this contract.
5. TERMINATION. The termination rights of the parties are set forth in Exhibit “C.”
6. WARRANTIES. In addition to all other warranties imposed by law, Contractor shall be governed by the warranties set forth In Exhibit “C.”
7. NO WAIVER. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or of any other provisions hereof and no waiver shall be effective unless made in writing and signed by an authorized representative of the party to be charged herewith.
8. GENERAL. This Agreement, its Exhibits and the documents described in Paragraph No. 1 supersede any previous written or oral agreements or understandings between the parties concerning the subject hereof and constitute the entire agreement between the parties. No amendments or additions to the terms and conditions of this Service Agreement shall be valid unless set forth in writing and signed by an authorized representative of each of the parties.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed this _______day of _________________, 2023.
_______________________________ By: ________________________________
_________________________________ By: ________________________________ Tricia D. Durbin, Chair
By: ________________________________ Ben Kafferlin, Vice Chair
Jeff Eggleston, Secretary
STANDARD CONTRACT TERMS AND CONDITIONS
THE INSTALLATION OF A ROOF AT THE WARREN COUNTY JAIL
1. TERM OF CONTRACT. The term of the Contract shall commence on the Effective Date, as defined below, and shall end on the Expiration Date identified in the Contract, subject to the other provisions of the Contract. The Effective Date shall be fixed by the County after the Contract has been fully executed by the Contractor and by the County and all approvals required by County contracting procedures have been obtained. The Contract shall not be a legally binding contract until after the Effective Date is affixed and the fully executed Contract has been sent to the Contractor. The County shall issue a written Notice to Proceed to the Contractor directing the Contractor to start performance on a date which is on or after the Effective Date. The Contractor shall not start the performance of any work prior to the date set forth in the Notice to Proceed and the County shall not be liable to pay the Contractor for any service or work performed or expenses incurred before the date set forth in the Notice to Proceed. No County employee has the authority to verbally direct the commencement of any work under this Contract. The County reserves the right upon notice to the Contractor to extend the term of the Contract for up to three 3 months following the expiration date upon the same terms and conditions. This will be utilized to prevent a lapse in Contract coverage and only for the time necessary up to three 3 months to enter into a new contract.
2. INDEPENDENT CONTRACTOR. In performing the services required by the Contract, the Contractor will act as an independent contractor and not as an employee or agent of the County.
3. COMPLIANCE WITH LAW. The Contractor shall comply with all applicable federal and state laws and regulations and local ordinances in the performance of the Contract.
4. ENVIRONMENTAL PROVISIONS. In the performance of the Contract, the Contractor shall minimize pollution and shall strictly comply with all applicable environmental laws and regulations.
5. COMPENSATION/EXPENSES. The Contractor shall be required to perform the specified services at the price(s) quoted in the Contract. All services shall be performed within the time period(s) specified in the Contract. The Contractor shall be compensated only for work performed to the satisfaction of the County. The Contractor shall not be allowed or paid travel or per diem expenses except as specifically set forth in the Contract.
6. INVOICES. The Contractor shall send an invoice itemized by line item to the address referenced in the Contract promptly after services are satisfactorily completed or on a time frame set forth in the Contractor’s proposal. The invoice should include only amounts due under the Contract. The County shall have the right to require the Contractor to submit Progress Reports on a bi-weekly basis.
7. PAYMENT. The County shall put forth reasonable efforts to make payment by the required payment date. The required payment date is the date on which payment is due under the terms of the Contract. If a date on which payment is due is not specified in the Contract, the County shall make payment within 30 days of its receipt of a proper invoice. If the date for payment in an invoice is later than the date specified in the contract, the date in the invoice shall control. Payment should not be construed by the Contractor as acceptance of the service performed by the Contractor. The County reserves the right to conduct testing and inspection after payment, but within a reasonable time after performance, and to reject the service if such postpayment testing or inspection discloses any defect or a failure to meet specifications. The Contractor agrees that the County may set off the amount of any other obligation of the Contractor or its subsidiaries to the County against any payments due the Contractor under any contract with the County.
8. TAXES. The County is exempt from all excise taxes imposed by the Internal Revenue Service. The County is also exempt from Pennsylvania state sales tax.
9. WARRANTY. The Contractor warrants that all services performed by the Contractor, its agents and subcontractors, shall be free and clear of any defects, and of good workmanship quality. The Contractor assigns to the County any warranty as to any goods purchased and installed for the contract.
10. OWNERSHIP RIGHTS. Subject to Section 27 below regarding Right to Know Requests, the County shall have unrestricted authority to reproduce, distribute and use any report, data or material, and any associated documentation that is designed or developed and delivered to the County as part of the performance of the Contract.
11. HOLD HARMLESS PROVISION. The Contractor shall hold the County harmless from and indemnify the County against any and all claims, demands and actions based upon or arising out of any activities performed by the Contractor and its employees and agents under this Contract and shall, at the request of the County, defend any and all actions brought against the County based upon any such claims or demands. Contractor’s duty to indemnify and hold harmless shall extend to and include the County’s attorneys’ fees and costs in any proceeding brought by County to enforce the provisions of this Paragraph.
12. AUDIT PROVISIONS. The County shall have the right, at reasonable times and at a site designated by the County, to audit the books, documents, and records of the Contractor to the extent that the books, documents and records relate to costs or pricing data for the Contract. The Contractor agrees to maintain records which will support the prices charged and costs incurred for the Contract. The Contractor shall preserve books, documents and records that relate to costs or pricing data for the Contract for a period of three (3) years from the date of final payment. The Contractor shall give full and free access to all records to the County and or their authorized representatives.
13. DEFAULT. A. The County may, in addition to its other rights under the Contract, declare the Contractor in default by written notice thereof to the Contractor, and terminate (as provided in Paragraph 15, Termination Provisions) the whole or any part of this Contract for any of the following reasons:
(1) Failure to begin services within the time specified in the Contract or as otherwise specified;
(2) Failure to perform the services with sufficient labor equipment or material to insure the completion of the specified services in accordance with the Contract terms;
(3) Unsatisfactory performance of the services;
(7) Insolvency or bankruptcy;
(8) Assignment made for the benefit of creditors;
(9) Failure or refusal within 10 days after written notice by the County to make payment or show cause why payment should not be made, of any amounts due for products furnished, labor supplied or performed, for equipment rentals, or for utility services rendered;
(10) Failure to protect, to repair or to make good any damage or injury to property; or
(11) Breach of any provision of this Contract.
B. In the event that the County terminates this Contract in whole or in part as provided in Subparagraph A above, the County may procure, upon such terms and in such manner as it determines, services and goods similar or identical to those so terminated and the Contractor shall be liable to the County for any reasonable excess costs for such similar or identical services and goods included within the terminated part of the Contract.
C. If the Contract is terminated as provided in Subparagraph A above, the County, in addition to any other rights provided in this paragraph, may require the Contractor to transfer title and deliver immediately to the County, in the manner and to the extent directed by the County, such partially completed services and goods. Except as provided below, payment for completed services accepted by the County shall be at the Contract price. Except as provided below, payment for partially completed services including, where applicable, reports and working papers, delivered to and accepted by the County shall be in an amount agreed upon by the Contractor and the County. The County may withhold from amounts otherwise due the Contractor for such completed or partially completed services, such sum as the County determines to be necessary to protect the County against loss.
D. The rights and remedies of the County provided in this paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract.
E. The County’s failure to exercise any rights or remedies provided in this paragraph shall not be construed to be a waiver by the County of its rights and remedies in regard to the event of default or any succeeding event of default.
14. FORCE MAJEURE. Contractor shall not be excused from performance of services if its performance of any obligation under this Contract is prevented or delayed by causes beyond its control. Causes beyond a party’s control may include, but are not limited to, acts of God or war, changes in controlling law, regulations, orders or the requirements of any governmental entity, severe weather conditions, civil disorders, natural disasters, fire, epidemics and quarantines, general strikes throughout the trade and freight embargoes.
15. TERMINATION PROVISIONS. The County has the right to terminate this Contract for any of the following reasons. Termination shall be effective upon written notice to the Contractor.
A. Termination for Convenience. The County shall have the right to terminate the Contract for its convenience and without any cause, at any time if the County determines termination to be in its best interest. The Contractor shall be paid for work satisfactorily completed prior to the effective date of the termination, but in no event shall the Contractor be entitled to recover loss of profits.
B. NonAppropriation. The County’s obligation to make payments during any County fiscal year succeeding the current fiscal year shall be subject to availability and appropriation of funds. When funds (county, state and/or federal) are not appropriated or otherwise made available to support continuation of performance in a subsequent fiscal year period, the County shall have the right to terminate the Contract. The contractor shall be reimbursed for the reasonable value of any nonrecurring costs incurred but not amortized in the price of the products or services delivered under this Contract. Such reimbursement shall not include loss of profit, loss of use of money, or administrative or overhead costs. The reimbursement amount may be paid for any appropriations available for that purpose.
C. Termination for Cause. The County shall have the right to terminate the Contract for Contractor default under Paragraph 13, Default, upon written notice to Contractor. The County shall also have the right, upon written notice to the Contractor, to terminate the Contract for other cause as specified in this Contract or by law. If it is later determined that the County erred in terminating the Contract for cause, then, at the County’s discretion, the Contract shall be deemed to have been terminated for convenience under Subparagraph 15A.
16. CONTRACT CONTROVERSIES.
A. In the event of a controversy or claim arising from the Contract, the Contractor must, within six months after the cause of action accrues, file a written claim with the County for a determination. The claim shall state all grounds upon which the Contractor asserts a controversy exists. If the Contractor fails to file a claim or files an untimely claim, the Contractor is deemed to have waived its right to assert a c1aim in any forum. Contractor shall be required to continue performing services unless excused by the County.
B. The County shall review timely filed claims and issue a final determination in writing regarding the claim. The final determination shall be issued within 120 days of the receipt of the claim, unless extended by consent of the County and the Contractor. The County shall send its written determination to the Contractor. If the County fails to issue a final determination within the 120 day period (unless extended by consent of the parties), the claim shall be deemed denied. The County’s determination shall be its final order.
C. Within fifteen 15 days of the mailing date of the determination denying a claim or within 135 days of filing a claim, if no extension is agreed to by the parties, whichever occurs first, the Contractor may file litigation, restricted to nonjury trial, in the Court of Common Pleas of Warren County, which venue and jurisdiction shall be exclusive. No claim shall be filed after this time period has expired. Pending a final judicial resolution of a controversy or claim, the Contractor shall proceed diligently with the performance of the Contract in a manner consistent with the determination of the County and the County shall compensate the Contractor pursuant to the terms of the Contract.
17. ASSIGNABILITY AND SUBCONTRACTING.
A. Subject to the terms and conditions of this Paragraph 17, this Contract shall be binding upon the parties and their respective successors and assigns.
B. The Contractor shall not subcontract with any person or entity to perform all or any part of the services to be performed under this Contract without the prior written consent of the County, which consent maybe withheld at the sole and absolute discretion of the County.
C. The Contractor may not assign, in whole or in part, this Contract or its rights, duties, obligations or responsibilities hereunder without the prior written consent of the County, which consent may be withheld at the sole and absolute discretion of the County.
D. Notwithstanding the foregoing, the Contractor may, without the consent of the County, assign its rights to payment to be received under the Contract, provided that the Contractor provides written notice of such assignment to the County together with a written acknowledgement from the assignee that any such payments are subject to all of the terms and conditions of this Contract.
E. For the purposes of this Contract, the term assign shall include, but shall not be limited to, the sale, gift, assignment, pledge or other transfer of any ownership interest in the Contractor provided, however, that the term shall not apply to the sale or other transfer of stock of a publicly traded company.
F. Any assignment consented to by the County shall be evidenced by a written assignment agreement executed by the Contractor and its assignee in which the assignee agrees to be legally bound by all of the terms and conditions of the Contract and to assume the duties, obligations and responsibilities being assigned.
G. A change of name by the Contractor following which the Contractor’s federal identification number remains unchanged shall not be considered to be an assignment hereunder. The Contractor shall give the County written notice of any such change of name.
18. NONDISCRIMINATION/SEXUAL HARASSMENT CLAUSE. During the term of the Contract, the Contractor agrees as follows:
A. In the hiring of any employees for the manufacture of supplies, performance of work, or any other activity required under the Contract or any subcontract, the Contractor, subcontractor or any person acting on behalf of the Contractor or subcontractor shall not by reason of gender, race, creed or color discriminate against any citizen of this Commonwealth who is qualified and available to perform the work to which the employment relates.
B. Neither the Contractor nor any subcontractor nor any person on their behalf shall in any manner discriminate against or intimidate any employee involved in the manufacture of supplies, the performance of work, or any other activity required under the Contract on account of gender, race, creed or color.
C. The Contractor and any subcontractors shall establish and maintain a written sexual harassment policy and shall inform their employees of the policy. The policy must contain a notice that sexual harassment will not be tolerated and employees who practice it will be disciplined.
D. The Contractor shall not discriminate by reason of gender, race, creed or color against any subcontractor or supplier who is qualified to perform the work to which the contract relates.
E. The Contractor and each subcontractor shall furnish all necessary employment documents and records to, and permit access to, its books, records and accounts by the County for purposes of investigation to ascertain compliance with the provisions of this Nondiscrimination Sexual Harassment Clause. If the Contractor or any subcontractor does not possess documents or records reflecting the necessary information requested, it shall furnish such information on reporting forms supplied by the County.
F. The Contractor shall include the provisions of this Nondiscrimination Sexual Harassment Clause in every subcontract so that such provisions will be binding upon each subcontractor.
G. The County may cancel or terminate the Contract and all money due or to become due under the Contract may be forfeited for a violation of the terms and conditions of this Nondiscrimination/Sexual Harassment Clause. In addition, the County may proceed with debarment or suspension.
19. CONTRACTOR INTEGRITY PROVISIONS.
A. For purposes of this Paragraph only, the words “confidential information,” “consent,” “contractor,” “financial interest” and “gratuity” shall have the following definitions.
(1) Confidential information means information that is not public knowledge or available to the public on request, disclosure of which would give an unfair unethical or illegal advantage to another desiring to contract with the County.
(2) Consent means written permission signed by a duly authorized officer or employee of the County, provided that where the material facts have been disclosed in writing by prequalification, bid, proposal or contractual terms, the County shall be deemed to have consented by virtue of execution of this agreement.
(3) Contractor means the individual or entity that has entered into the Contract with the County, including directors, officers, partners, managers, key employees and owners of more than a five percent interest.
(4) Financial interest means
(a) Ownership of more than a five percent interest in any business or
(b) Holding a position as an officer, director, trustee, partner, employee, or the like or holding any position of management.
(5) Gratuity means any payment of more than nominal monetary value in the form of cash, travel, entertainment, gifts, meals, lodging, loans, subscriptions, advances, deposits of money, services, employment or contracts of any kind.
B. The Contractor shall maintain the highest standards of integrity in the performance of the Contract and shall take no action in violation of local, state or federal laws, regulations or other requirements that govern contracting with the County.
C. The Contractor shall not disclose to others any confidential information gained by virtue of the Contract.
D. The Contractor shall not, in connection with this or any other agreement with the County, 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 officer or employee of the County.
E. The Contractor shall not, in connection with this or any other agreement with the County, directly or indirectly offer, give, or agree or promise to give to anyone any gratuity for the benefit of, or at the direction or request of, any officer or employee of the County.
F. Except with the consent of the County, neither the Contractor nor anyone in privity with him or her shall accept, or agree to accept from, or give, or agree to give to, any person, any gratuity from any person in connection with the performance of work under the Contract except as provided therein.
G. Except with the consent of the County, the Contractor shall not have a financial interest in any other contractor, subcontractor or supplier providing services, labor or material on this project.
H. The Contractor, upon being informed that any violation of these provisions has occurred or may occur, shall immediately notify the County in writing.
I. The Contractor acknowledges the following County Gift Policy. No County employee or official, any member of his immediate family or any business in which he has a principal interest, shall accept any gift, gratuity or favor from any source doing or seeking to do business with the County or attempting to influence the judgment of such employee or official. Except as otherwise prohibited by law, the foregoing shall not prohibit any office or department from accepting any gift, gratuity or favor of a fair market value (regardless of cost to the donor) of one hundred ($100.00) dollars or less, provided the gift, gratuity or favor shall be physically retained in the office or department and made available for the use or enjoyment of all employees of the office or department, and provided further, only one such gift from the same donor may be accepted annually. Any offer to an office or department of a gift, gratuity or favor of a fair market value in excess of one hundred ($100.00) dollars shall be referred to the Board of Commissioners which shall determine at a public meeting whether to accept or reject such gift, gratuity or favor on behalf of the County.
J. The Contractor, by execution of the Contract and by the submission of any bills or invoices for payment pursuant thereto, certifies and represents that he or she has not violated any of these provisions.
K. For violation of any of the above provisions, the County may terminate this and any other agreement with the Contractor, claim liquidated damages in an amount equal to the value of anything received in breach of these provisions, claim damages for all expenses incurred in obtaining another Contractor to complete performance hereunder and debar and suspend the Contractor from doing business with the County. These rights and remedies are cumulative, and the use or nonuse of any one shall not preclude the use of all or any other. These rights and remedies are in addition to those the County may have under law, statute, regulation or otherwise.
20. CONTRACTOR RESPONSIBILITY PROVISIONS. The Contractor certifies, for itself and all its subcontractors, that as of the date of its execution of the Contract, that neither the Contractor nor any subcontractors nor any suppliers are under suspension or debarment by the County or any governmental entity, instrumentality or authority and, if the Contractor cannot so certify, then it agrees to submit a written explanation of why such certification cannot be made. The Contractor’s obligations pursuant to these provisions are ongoing from and after the effective date of the Contract through the termination date thereof. Accordingly, the Contractor shall have an obligation to inform the County if, at any time during the term of the Contract, it or any of its subcontractors are suspended or debarred by the County, the state or federal governments, or any other state or governmental entity. Such notification shall be made within 15 days of the date of suspension or debarment. The failure of the Contractor to notify the County of its suspension or debarment by the County, the state, any other state or the federal government shall constitute an event of default of the Contract with the County.
21. AMERICANS WITH DISABILITIES ACT.Pursuant to federal regulations promulgated under the authority of The Americans With Disabilities Act, 28 C.F.R. § 35.101, et seq., the Contractor understands and agrees that it shall not cause any individual with a disability to be excluded from participation in this Contract, or from activities provided for under this Contract, on the basis of the disability. As a condition of accepting this contract, the Contractor agrees to comply with the General Prohibitions Against Discrimination, 28 C.F.R. § 35.130, and all other regulations promulgated under Title II of The Americans With Disabilities Act, which are applicable to all benefits, services, programs and activities provided by the County through contracts with outside contractors. The Contractor shall be responsible for and agrees to indemnify and hold harmless the County from all losses, damages, expenses, claims, demands, suits and actions brought by any party against the County as a result of the Contractor’s failure to comply with the provisions of this Paragraph.
22. HAZARDOUS SUBSTANCES. The Contractor shall provide information to the County about the identity and hazards of hazardous substances supplied or used by the Contractor in the performance of the Contract. The Contractor must comply with Act 159 of October 5, 1984, known as the “Worker and Community Right to Know Act” (the “Act”) and the regulations promulgated pursuant thereto at 4 Pa. Code Section 301.1 et seq.
A. Labeling. The Contractor shall insure that each individual product (as well as the carton, container or package in which the product is shipped) of any of the following substances (as defined by the Act and the regulations) supplied by the Contractor is clearly labeled, tagged or marked with the information listed in clauses (1) through (4):
(1) Hazardous substances:
(a) The chemical name or common name,
(b) A hazard warning, and
(c) The name, address and telephone number of the manufacturer.
(2) Hazardous mixtures:
(a) The common name, but if none exists, then the trade name,
(b) The chemical or common name of special hazardous substances comprising .01% or more of the mixture,
(c) The chemical or common name of hazardous substances consisting 1.0% or more of the mixture,
(d) A hazard warning, and
(e) The name, address and telephone number of the manufacturer.
(3) Single chemicals:
(a) The chemical name or the common name,
(b) A hazard warning, if appropriate, and
(c) The name, address and telephone number of the manufacturer.
(4) Chemical Mixtures:
(a) The common name, but if none exists, then the trade name,
(b) A hazard warning, if appropriate,
(c) The name, address and telephone number of the manufacturer, and
(d) The chemical name or common name of either the top five substances by volume or those substances consisting of 5.0% or more of the mixture.
A common name or trade name may be used only if the name more easily or readily identifies the true nature of the hazardous substance, hazardous mixture, single chemical or mixture involved.
Container labels shall provide a warning to the specific nature of the hazard arising from the substance in the container.
The hazard warning shall be given in conformity with one of the nationally recognized and accepted systems of providing warnings, and hazard warnings shall be consistent with one or more of the recognized systems throughout the workplace. Examples are:
(1) NFPA 704, identification of the Fire Hazards of Materials.
(2) National Paint and Coatings Association Hazardous Materials Identification System.
(3) American Society for Testing and Materials Safety Alert Pictorial Chart.
(4) American National Standard Institute, Inc., for the Precautionary Labeling of Hazardous Industrial Chemicals.
Labels must be legible and prominently affixed to and displayed on the product and the carton, container or package so that employees can easily identify the substance or mixture present therein.
C. Material Safety Data Sheet. The contractor shall provide Material Safety Data Sheets (MSDS) with the information required by the Act and the regulations for each hazardous substance or hazardous mixture. The County must be provided an appropriate MSDS with the initial shipment and with the first shipment after an MSDS is updated or product changed. For any other chemical, the contractor shall provide m appropriate MSDS, if the manufacturer, importer or supplier produces or possesses the MSDS. The contractor shall also notify the County when a substance or mixture is subject to the provisions of the Act. Material Safety Data Sheets may be attached to the carton, container or package mailed to the County at the time of shipment.
23. APPLICABLE LAW. This Contract shall be governed by and interpreted and enforced in accordance with the laws of the Commonwealth of Pennsylvania (without regard to any conflict of laws provisions) and the decisions of the Pennsylvania courts. The Contractor consents to the sole and exclusive jurisdiction of the Court of Common Pleas of Warren County and any Pennsylvania state appellate court, waiving any claim or defense that such forum is not convenient or proper. The Contractor agrees that any such court shall have in personam jurisdiction over it, and consents to service of process in any manner authorized by Pennsylvania law.
24. INTEGRATION. The Contract, including all referenced documents, constitutes the entire agreement between the parties. No agent representative, employee or officer of either the County or the Contractor has authority to make, or has made, any statement, agreement or representation, oral or written, in connection with the Contract, which in any way can be deemed to modify, add to or detract from, or otherwise change or alter its terms and conditions. No negotiations between the parties, nor any custom or usage, shall be permitted to modify or contradict any of the terms and conditions of the Contract. No modifications, alterations, changes or waiver to the Contract or any of its terms shall be valid or binding unless accomplished by a written amendment signed by both parties.
25. CHANGE ORDERS. The County reserves the right to issue change orders at any time during the term of the Contract or any renewals or extensions thereof: (1) to increase or decrease the quantities resulting from variations between any estimated quantities in the Contract and actual quantities; (2) to make changes to the services within the scope of the Contract; (3) to notify the Contractor that the County is exercising any Contract renewal or extension option; or (4) to modify the time of performance that does not alter the scope of the Contract to extend the completion date beyond the Expiration Date of the Contract or any
renewals or extensions thereof. Any such change order shall be in writing signed by the County. The change order shall be effective as of the date appearing on the change order unless the change order specifies a later effective date. Such increases, decreases, changes or modifications will not invalidate the Contract, nor, if performance security is being furnished in conjunction with the Contract, release the security obligation. The Contractor agrees to provide the service in accordance with the change order. Any dispute by the Contractor in regard to the performance required under any change order shall be handled through Paragraph 16, Contract Controversies.
For purposes of this Contract, “change order” is defined as a written order signed by the County directing the Contractor to make changes authorized under this clause.
26. INSURANCE REQUIREMENTS. During the term of the Contract and unless otherwise provided in the Contract, Contractor shall provide and maintain with an insurance company licensed to do business in the State of Pennsylvania, general comprehensive liability insurance and motor vehicle insurance sufficient to satisfy any and all claims arising under this contract. Such coverage shall be no less than $1,000,000 per occurrence and $3,000,000 aggregate and Workers’ Compensation insurance as required by law, for any injury or damage arising out of the provisions of service pursuant to the terms of this agreement. The Contractor shall accept full responsibility for the payment of premiums for Worker’ Compensation and Social Security as well as income tax deductions and any other taxes or payroll deductions required by law for employees who are performing services specified by this agreement. Contractor shall immediately provide notice to the County of cancellation of insurance.
27. RIGHT TO KNOW LAW. The Pennsylvania RighttoKnow Law, 65 P.S. § 67.101, et seq., applies to this Contract. In the event the County receives a righttoknow request related to this Contract and the requested document(s) is/are in the Provider’s possession, the County will notify the Provider that it requires the Provider’s assistance in providing the document(s) or otherwise responding to the request. Within fourteen (14) calendar days after notice from the County, the Provider shall provide the County access to, and copies of, any document or information in the Provider’s possession which properly respond to the request (“Requested Information”) and provide such other assistance as the County may request in order to comply with the RTKL. If the Provider fails to provide the Requested Information within fourteen (14) calendar days after receipt of such notice, the Provider shall indemnify and hold the County harmless for any damages, penalties, detriment or harm that the County may incur as a result of the Provider’s failure, including any statutory damages assessed against the County.
The County’s determination as to whether the Requested Information is a public record is dispositive of the question as between the parties. Provider agrees not to challenge the County’s decision to deem the Requested Information a Public Record. If the Provider considers the Requested Information to include a request for a Trade Secret or Confidential Proprietary Information, as those terms are defined by the RTKL, the Provider will immediately notify the County, and will provide, within seven calendar days of receiving the notice, a written statement signed by a representative of the Provider explaining why the requested material is exempt from public disclosure under the RTKL. If, upon review of the Provider’s written statement, the County still decides to provide the Requested Information, Provider will not challenge or in any way hold the County liable for such a decision.
The County will reimburse the Provider for any costs associated with complying with this provision only to the extent allowed under the County’s fee schedule and as authorized by law. Provider agrees to abide by any decision to release a record to the public made by the Office of Open Records, or by the Pennsylvania Courts. The Provider agrees to waive all rights or remedies that may be available to it as a result of the County’s disclosure of Requested Information pursuant to the RTKL. Provider’s duties relating to the RTKL are continuing duties that survive the expiration of this Contract and shall continue as long as the Provider has Requested Information in its possession.