1-RFP 36-1025 - HealthChoices Account Consulting Services.pdf

COUNTY OF BUCKS

PURCHASING DEPARTMENT

55 East Court Street, Doylestown, PA 18901

Phone: 215-348-6372 | Email: purchasing@buckscounty.org

County Commissioners Robert J. Harvie, Jr., Chair Diane M. Ellis-Marseglia, LCSW, Chair Gene DiGirolamo, Secretary

Purchasing Director

David M. Bria

REQUEST FOR PROPOSAL

Accounting and Consulting Services to the PA HealthChoices Behavioral Health Managed Care Program

(Rebid)

Spec No: 36-10/25

Proposals Due: 11:30 AM Eastern October 27, 2025

Table of Contents

1.0 Introduction

2.0 Background

3.0 Scope of Work

4.0 Projected Timetable

5.0 Contractor Responsibilities

6.0 County Responsibilities

7.0 County Rights and Authority

8.0 Proposal Procedures

9.0 Selection Criteria – Criteria for Evaluation

10.0 Method of Award

11.0 Interview/Presentation

12.0 Agreement

13.0 Term of Agreement

14.0 Required Format and Contents of Proposal

15.0 General Terms and Conditions

Exhibit A Insurance Requirements Exhibit B Information Technology Terms and Conditions Exhibit C Terms & Conditions for Contracts Under Federal Assistance

Attachment 1 Suspension and Debarment Form Attachment 2 Byrd Anti-Lobbying Amendment Certification

1.0 Introduction.

The County of Bucks, Doylestown Pennsylvania (the County) is soliciting proposals for Accounting and Consulting services to the PA HealthChoices Behavioral Health Managed Care Program from an independent contractor. Companies submitting proposals must have demonstrated experience in said services.

Throughout this document, the singular use of the words Company, Vendor, Contractor, Proposer or Offeror shall apply to the responders of this request for each service or all services proposed.

This solicitation is was previously issued as spec no. 15-07/25. Due to an insufficient number of vendor responses, the County decided to re-solicit this project as spec no. 36-10/25.

2.0 Background.

On behalf of the County of Bucks Commissioners, the Behavioral Health Developmental Programs BH/DP, Managed Care Unit (MCU) is responsible for the execution and oversight of the HealthChoices Behavioral Health Agreement between the Commonwealth of Pennsylvania, through the Department of Human Services (DHS), and the County of Bucks. The HealthChoices Medicaid Behavioral Health Agreement is a Capitation arrangement for which a per member per month (PMPM) amount is paid for covered service costs. If the program has remaining funds from this capitation agreement, at the end of the calendar year, these funds can be reinvested into behavioral health system services and support. This County-DHS HealthChoices agreement, including all of its appendices and exhibits (specifically, the HealthChoices Behavioral Health Program Standards and Requirements (PSR), outline the responsibilities of the County in the execution and oversight of Behavioral Health services (Mental health and Drug and Alcohol services) provided to Bucks County Medicaid members.

To assist with these responsibilities, the County of Bucks has executed a subcontract agreement with Magellan Behavioral Health of Pennsylvania, that is a state of Pennsylvania Licensed Behavioral Health Managed Care Organization (BHMCO). The MCU is required to assume responsibility for all services offered in the agreement, whether it is directly provided or contracted for the provision of the services. Some responsibilities of the MCU include but are not limited to:

Guiding and overseeing the activities and performance of the BHMCO in relation to contract requirements. Activities related to:

Provider Network Quality Management Complaint and Grievance reporting Fiscal and service trending reporting Member and provider satisfaction surveys

Receiving data from BHMCO, reviewing, consolidating financial schedules, and reporting to DHS as required under the terms of the Agreement.

Assessing the needs of the County’s residents in relation to behavioral health services.

Given the complexity of the States regulatory requirements and reporting and the County of Bucks’ GAAP requirements, the MCU is in need of accounting and consulting services to assist with these complexities and resource support during high deliverable timeframes.

Bucks County has an audit contract where the contractor performs the annual independent audit. This auditor provides an independent review of the program’s financial statements to ensure accuracy and compliance with regulations, acting as a “financial check-up" to verify past performance. An accounting consultant is a problem solver who offers expert advice and solutions for specific financial issues or goals, often working on short-term projects to improve operations and strategy. A Consultant would also help ensure that our HealthChoices regulatory accounting and our County accounting appropriately comply with what is required for each standard. The Accounting and Auditing Consultant that we select is expected to have this experience and can provide support as needed.

3.0 Scope of Work.

3.1. As directed by the Senior Director of Managed Care Operations (MCU) ("the Director"), attend meetings with the Bucks County Managed Care Unit including its Solicitor, the County's outside counsel, representatives of Magellan Behavioral Health of PA, their outside counsel, their outside auditors, or representatives of the PA Department of Human Services, to discuss issues of importance to the County's contracts, and proposed amendments to the contracts.

3.2. Assist the County in monthly, quarterly, and annual review of Magellan's Incurred But Not Reported (IBNR) and Reported But Unpaid Claims ("RBUC") lag methodology and regulatory reporting as needed. This would include interfacing with our contracted Actuary, who produces the IBNR analysis.

3.3. Assist the County in monitoring the compliance of Magellan as it relates to the Equity requirements of the Department of Human Services (DHS) contract, as well as evaluating Magellan’s position in meeting general Insurance industry standards

3.4. Support the Managed Care Unit (MCU) related to the financial operations and reporting of the HealthChoices program.

3.5. Work with PA DHS to reduce the administrative burden of detailed monthly filings. If doing work on behalf of multiple counties with the PA DHS, only the time spent reviewing and/or actively working on Bucks County matters shall be billed to the County.

3.6. Review of the MBH's quarterly PA Department of Insurance filings. Advise the Managed Care Unit in terms of any potential concerns or relevant activity (i.e. Cash Reserves, Dividends processed etc).

3.7. Review proposed changes to reporting requirements mandated by the PA DHS. If doing work on behalf of multiple counties with the PA DHS, only the time spent reviewing and/or actively working on Bucks County matters shall be billed to the County.

3.8. Attend technical sessions on reporting requirements sponsored by DHS. If doing work on behalf of multiple counties with the PA DHS, only the time spent reviewing and/or actively working on Bucks County matters shall be billed to the County.

3.9. Risk Analysis & Medical Loss Ratio (“MLR”) reporting assistance/auditing. Provide consulting as to other HealthChoices and Insurance Industry Performance standards.

3.10. Assistance with developing journal entry protocols as requested by the Controller's office.

3.11. Assist MCU with developing procedures to prevent and/or adjust for variances between amounts reported to the State and amounts reported in the County’s ERP system.

3.12. Assist MCU in determining the necessary steps to fully utilize information from the County’s ERP system. This will include meetings and review of MCU fiscal reporting and information generated to meet state reporting and audit requirements. It will also include development of "workarounds" if the Lawson ERP System reporting cannot be modified to meet MCU needs.

The County currently utilizes Lawson version 10 as its ERP system. In late 2026, the County anticipates transition to Infor CloudSuite Public Sector ERP system.

3.13. At the direction and supervision of the Director or their designee, assist the County with alternative models for the Managed Care Program as needed.

3.14. Consult with the County Leadership in understanding federal regulations particularly as it relates to the allocation of County costs to the HealthChoices program.

3.15. Provide fiscal backup to the MCU in the event of staff turnover or Family Medical Leave Act.

3.16. Provide miscellaneous MCU Staff education related to topics the bidder sees appropriate related to the scope of work

3.17. Miscellaneous assistance as requested by the County department management.

4.0 Projected Timetable.

The projected timetable for this RFP is as follows, the County reserves the right to change or extend any of these dates as needed:

Issue Request for Proposal 09/19/2025 Optional Pre-Proposal Conference 10/01/2025 Deadline to Submit Questions 10/14/2025 Issue Final Addendum to RFP 10/17/2025 Proposals Due 10/27/2025

5.0 Contracted Company’s Responsibilities.

5.1. The Company shall perform Accounting and Consulting services as specified in the RFP, Contract, any addenda thereto, and agreed upon information provided in the Proposal.

5.2. The Company shall provide and assign only individuals who have experience with Accounting and Consulting services to be provided. Company must also ensure individuals do not have a criminal record.

5.3. The Company shall perform all services in strict compliance with all Federal, State and Local laws, regulations, ordinances, and directives as they may pertain to said services.

5.4. Contractor shall not be excluded from Medicare or Medicaid programs.

5.5. Contractor must ensure individuals performing work under this contract do not have a criminal record.

6.0 County Responsibilities.

6.1. Provide a designee to be the point of contact for all questions and/or requests by the

Contractor.

7.0 County Rights and Authority.

7.1. The County shall retain the right to inspect and review the Contractor's performance under this contract and to initiate action, within the terms of the contract that it deems necessary to assure Contractor compliance.

7.2. The County will review and approve, prior to any implementation, all recommend changes proposed by the Contractor.

8.0 Proposal Procedures.

8.1. Pre-proposal Meeting.

A optional pre-proposal conference will be held to review the RFP and allow for questions to be asked. The mandatory pre-proposal conference will be held virtually on Wednesday, October 1, 2025, at 2:00PM eastern time. Vendors must register for the pre-proposal meeting using the link below:

https://buckscounty.webex.com/weblink/register/r1d3139cdbd110dffe17cbafa7709c89c

8.2. Questions.

Questions regarding this RFP must be submitted to the solicitation on the PennBid website no later than 12:00 Noon Eastern Standard Time, October 14, 2025.

8.3. Proposal Submission.

8.3.1. Proposals must be submitted electronically via the PennBid portal no later than

11:30 AM on October 27, 2025

8.3.2. Proposals received after the time and date above will not be considered.

8.3.3. Proposals shall be submitted at no cost to the County and any proposal received shall remain the property of the County.

8.3.4. Proposers are encouraged to reply "comply", "comply with exceptions", "cannot comply" or "our alternative is..." to every requirement in this RFP.

8.3.5. The County reserves the sole right to waive technicalities contained in proposals.

8.3.6. The County reserves the right to reject any and all proposals.

8.3.7. Proposals submitted in response to this RFP must remain valid for a period of 365 days from the proposal submission date.

8.4. Disclosure of Proposal Contents.

8.4.1. All proposals/bids and other material submitted becomes the property of the

County and may be returned only at the County's option. Information contained in the proposals/bids will not be disclosed during the evaluation process. Under Pennsylvania's "Right to Know" laws public records are required to be open to reasonable inspection and reproduction. All proposal/bid information, including detailed price and cost information, will be held in confidence during the evaluation process and prior to the time a Notice of Intent to Award is issued.

Thereafter all proposals/bids will become public information; subject to inspection and reproduction in accordance with the PA Right to Know Law (Act 3 of 2008), unless otherwise exempt under the Act. Copies of said public records may be made in the Purchasing Department at a cost to the requesting party of $0.25 per page.

8.4.2. Notwithstanding any terms or conditions contained herein, Consultant/Vendor agrees to comply with all Local, State and Federal laws and regulation.

Consultant/Vendor specifically agrees to produce all documents that may be subject to public disclosure pursuant to the Pennsylvania Open Records Law.

8.4.3. Material considered confidential by the proposer must be clearly identified and the proposer must include a brief statement justifying the basis for confidentiality and how this information meets the criteria of Section 102 of the PA Right to Know Law. It is the Vendor / Consultant’s duty and obligation to provide the County with a redacted copy of the proposal documents at the time of proposal submission, which it deems to be confidential and proprietary.

Failure to do so shall be deemed the Vendor / Consultant’s explicit consent for the County to provide an unredacted copy of the proposal in response to an applicable Right to Know request. The County reserves the right to request further information from the proposer regarding the basis for confidentiality and further reserves the right to make its own confidentiality determinations in compliance with the Right to Know Law.

8.4.4. Trade secrets and other proprietary data contained in a proposal may be held confidential if such data meets the definitions of confidential proprietary information and/or trade secrets under Section 102 of the Right to Know Law.

Material considered confidential by the proposer must be clearly identified and the proposer must include a brief statement that sets out the reasons for the confidentiality and how this information meets the criteria of Section 102 of the law.

8.5. Ambiguity, Conflict, or Other Errors in the RFP.

Any ambiguity, conflict, discrepancy, omission or other error discovered in this RFP must be reported immediately in writing to the County of Bucks Purchasing Director, submitted to the solicitation on the PennBid website and a request made for specific modifications or clarifications.

8.6. Requests for Clarification.

Requests for Clarification- Any requests by the County for clarification of proposals shall be answered in writing and such requests should not alter the proposer's pricing information contained in its cost proposal.

9.0 Selection Criteria - Criteria for Evaluation

9.1. Mandatory requirements include:

9.1.1. Compliance with the RFP instructions.

9.1.2. At least five (5) years’ experience providing accounting, auditing, and consulting services to clients in the governmental sector.

9.1.3. At least five (5) years’ experience providing accounting, auditing, and consulting services related to the insurance industry.

9.1.4. Vendor cannot be excluded from Medicare and Medicaid programs.

9.1.5. Vendor must ensure that staff assigned to this contract do not have a criminal record.

9.2. The proposer will be selected based on their written proposal and any requested presentations. The County will assemble a committee for the purpose of evaluations. The Selection Committee will review all proposals and make their recommendations for selection. The primary criteria used in making a selection will be as follows:

9.2.1. Proposal’s response provides narrative, evidence, and examples or reporting as outlined in section 3.0, Scope of Work, that demonstrates Vendor’s experience with the following:

(a) Providing services to the governmental sector.

(b) Providing governmental audit and consulting services. It is our understanding that utilizing audit personnel to perform consulting services can result in challenges managing priorities between audit deadlines and consulting engagements. How would you approach this given the time required for services for this engagement would be sporadic with no set blocks of time or task that are performed with any regularity. What consulting (verses audit) experience do any of the assigned personnel have?

(c) Providing insurance industry audit services and specifically having experience in the insurance industry and risk transfer arrangements.

(d) Consulting with other Pennsylvania Counties with respect to audit and regulatory reporting of the HealthChoices program to the state.

(e) Reporting the difference between the State (regulatory basis reporting) and the County’s GASB reporting requirements.

(f) The unique tracking and segregation of funds within in the PA Behavioral Health program (i.e. Medical, Third-Party Administration (TPA), County Administrative funds, Risk & Contingency, Reserves, Community Base Care Management (CBCM), and Reinvestment funds.

(g) Financial consulting, cost allocation, fraud, and current laws and regulation and accounting standard changes.

(h) The Commonwealth of PA Department Behavioral Health Managed Care audit.

9.2.2. Proposal’s thoroughness in demonstrating the contractor’s understanding of and ability to deliver the workload described in Section 3.0, scope of work.

9.2.3. Overall completeness and clarity of the proposal.

9.2.4. Results of reference calls.

9.2.5. Costs.

(a) Cost proposals should indicate the hourly rate(s) for each staff level that may perform work under this contract, e.g., Principle, Senior Accountant, etc.

(b) For the purpose of creating cost proposals, the County’s historical hours utilization under prior contracts are as follows:

FY 20-21 – 125.50 hours FY 21-22 – 161.50 hours FY 22-23 – 148.25 hours

(c) Cost proposals should also disclose other billable rates or markups, such as those for travel and on-site visits.

9.3. Procedure.

Submitted proposals will be reviewed by the Selection Committee. Proposers who are deemed, based on the selection criteria, fully qualified and best suited among those submitting proposals may be requested to participate in discussions regarding their proposals. Discussion will cover cost, methods of operation, and all other relevant factors.

9.4. At the conclusion of discussions, evaluation results will be submitted to the County Commissioners for consideration.

9.5. The Commissioners may request proposers participate in additional discussions regarding their proposals in order to make a decision on which proposer is offered a contract.

9.6. Contract negotiations will be conducted with the proposer chosen by the Commissioners.

If a satisfactory agreement can be reached, the contract shall be awarded to the proposer;

otherwise, negotiations will be conducted with a subsequent proposer until a satisfactory contract can be established or until the Commissioners determine that rejection of all proposals is the best interest of the County.

10.0 Method of Award.

10.1. The award will be made to the proposer whose proposal is determined to be professionally and technically complete. The selection process may, however, include a request for additional information or an oral presentation to support the written proposal.

10.2. The County reserves the right to award this contract not necessarily to the proposer with the lowest price, but to the proposer that demonstrates the best ability to fulfill the requirements of the RFP. The successful proposer will be chosen based on the qualifications and selection criteria discussed in the proposal.

10.3. The successful proposer shall commence work only after the transmittal of a fully executed contract and after receiving written notification to proceed from the County. The successful proposer will perform all services indicated in the proposal in compliance with the negotiated contract.

10.4. The County reserves the right to reject any or all proposals for any reason, in whole or in part, received in response to this RFP. The County will not pay for any information herein requested, nor is it liable for any costs incurred by the proposer. Proposers whose proposals do not meet the mandatory requirements will be considered non-compliant.

After the evaluation of the proposals and selection of the successful proposer, all proposers will be notified in writing of the selected firm.

11.0 Interviews or Presentations.

The County reserves the sole right, in the best interest of the County, upon review of proposals to request and obtain additional information and/or clarification from prospective proposers, and/or request and schedule proposer(s) for an interview or presentation at County offices.

12.0 Agreement.

12.1. The County reserves the sole right to offer and enter into an agreement with the successful proposer.

12.2. The successful proposer agrees to sign a written Agreement including terms and conditions as specified in this RFP. The County reserves the right to change, add and/or delete terms as determined to be in its best interest.

12.3. Contractor agrees to comply with the terms and conditions set forth in its proposal dated (date of proposal), as well as all requirements of the RFP and any addenda thereto;

pertinent portions of the proposal submitted by the successful proposer; and any negotiated additions or changes to the received proposal all of which are incorporated herein by reference as though fully set forth at length.

12.4. The parties hereto do hereby agree that they shall comply with all conditions and provisions of the specifications whenever such specifications are not inconsistent with the terms and provisions of this Agreement, and do hereby agree to execute all documents, agreements, and other papers related hereto and in form satisfactory to the County.

12.5. The agreement must be signed by authorized representatives of the Contractor and the Bucks County Board of Commissioners.

12.6. The Agreement must incorporate, in order of precedence, the following:

12.6.1. The Agreement.

12.6.2. The County Request for Proposal (RFP) and any addenda thereto.

12.6.3. Pertinent portions of the proposal submitted by the successful proposer.

13.0 Term of Agreement.

13.1. The term of agreement shall be for three (3) years, with the option to extend for two (2) additional one-year period. The County reserves the right to negotiate and change terms and conditions as necessary in the best interest of the County.

14.0 Required Format and Contents of Proposal.

All proposals submitted must contain, at a minimum, the following information in the format and order set forth below:

Please Note: The County reserves the sole right to reject any proposal received that is not in the format required. All respondents must respond to the following items in the order listed below.

Responses should be well thought out, thorough and concise. Clarity and brevity will be viewed favorably.

14.1. Cover Letter.

A cover letter transmitting the proposal to the County on company letterhead, signed by an official authorized to contract for the firm. The letter must contain the following:

Name, title, address, telephone number, and email address of the company's contact person for the proposal; a statement that the proposer understands and agrees with the scope of services and accepts all other requirements, terms, and conditions of the RFP;

and identify all materials and enclosures being forwarded in response to the RFP.

14.2. Table of Contents.

Provide a listing of all major topics, their associated section number, and starting page number.

14.3. Firm Description.

Provide an overview of your firm. Include the location of your firm's headquarters and the location of the office that will serve the County.

14.4. Key Personnel.

List the key personnel in your firm who will assume day-to-day responsibilities for managing this contract. Indicate the specific responsibilities of individuals to be assigned to this project and include brief resumes for those individuals. All individuals assigned to the County must have at least demonstrated experience in disciplines as outlined above.

No changes to assigned personnel during the term of the appointment will be permitted without the prior consent and written approval of the County.

14.5. General Disclosure.

14.5.1. Over the past five years, what other Accounting and Consulting Services contracts have any principal members of your firm who will be assigned to the County account been involved with managing? Please describe the relationship.

14.5.2. Have any principal members of your firm, over the past five years been engaged in any business activities, which could be construed as a conflict of interest as respect to their involvement with this contract?

14.5.3. Have any principal members of your firm, over the past three years, been named in any legal action(s), investigations or other actions which could materially affect your firm's ability to perform the duties listed in the Scope of Services?

14.6. Description of Services.

Provide a detailed description of the specific services to be provided, including whether County employees are needed to participate and if so the extent at which their participation is needed, and the timing and length of this process.

14.7. Relevant Experience.

All respondents are expected to be qualified with specific and/or relevant experience in Accounting and Consulting Services. As such, all proposals must include the qualifications and relevant experience of the respondent's personnel including, but not limited to, industry experience. The offeror must have a minimum of 5 years’ experience providing said services.

14.8. Subcontractors.

The respondent is to provide the names and addresses of all subcontractors that will be involved in this contract.

14.9. References.

List at least three current references for which services were provided that are similar in size and scope to this Request for Proposal. For each reference, provide the client's name, address and contact person and telephone number.

14.10. Current Contracts.

Provide a list of contracts you have engaged within the last three years.

14.11. Financial Statement.

Describe your firm's current financial condition and submit your most recent audited financial statement. This is a requirement of the RFP. All financial statements are considered Confidential Information under the PA Right to Know Law and are not public information that can be turned over to anyone making an Open Records Request to the County. RFP Responses submitted without your firm's most recent audited financial statement may not be considered for award.

14.12. Cost.

In a separate electronic document, provide your cost proposal detailing your fee structure. Please include whether you will accept a credit card to pay the invoices issued for this contract.

14.13. Additional Items/Services Offered.

Please provide with your proposal, any additional item(s) or services that your organization can provide at no additional cost to the County.

15.0 General Terms and Conditions.

15.1. Termination.

The County reserves the right to terminate this agreement with thirty (30) days’ prior written notice of termination with or without cause. In order to provide for the efficient administration of the services, the Vendor agrees to provide the County with no fewer than ninety (90) days’ prior written notice of termination. In the event of such termination, the Vendor shall be entitled to receive payment for actual services rendered.

In no event will the Vendor be entitled to receive payment beyond the date of notice of termination unless services were rendered and unpaid prior to the date of the written notice of termination.

15.2. Governing Jurisdiction.

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

15.3. Third Party Beneficiaries.

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

15.4. Changes.

The terms and conditions of this Agreement, including all attached and incorporated Exhibits, may be changed only by written agreement signed by both parties.

15.5. Independent Contractor.

It is mutually understood and agreed that the Vendor will be an independent contractor, for all purposes, and not an employee of the County. The Vendor shall be solely responsible for the payment of unemployment compensation, worker’s compensation and any income, occupational, F.I.C.A. or other taxes, assessments, interest or penalty of any kind whatsoever assessed by any governmental agency or entity which may pertain to any monies earned, collected, paid or charged by or to the Vendor pursuant to this Agreement. The County has no obligation to pay or withhold any sums for those taxes.

In addition, the Vendor shall have no claim under this Agreement or otherwise against the County for any employee benefits of any kind. No relationship, other than independent contractor, is created between the parties. Neither party has any rights as agent, employee, joint venture or partner in the business of the other. Accordingly, the Vendor has the sole right to control and direct the means, details, manner, and method by which the services will be performed, and the right to perform the services at any time, place, or location.

15.6. Assigns.

Neither the County nor the Vendor may assign, sublet, subcontract, or transfer any interest or duty set forth within the Agreement without the prior written consent of the other.

15.7. Indemnification.

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

15.8. Return of Property.

All documents, records, apparatus, equipment, physical property, or data which is furnished to or obtained by Vendor while performing this agreement with the County shall be and remain the sole property of the County. Vendor agrees that, upon the termination of this agreement, all documents, records, apparatus, equipment, physical property, or data shall be returned to the County within 30 days. Upon termination of this agreement, Vender further agrees not to retain copies, reproductions, or summaries of any such property. Vendor further agrees that any property situated on the premises of, and owned by, the County, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by County’s personnel at any time with or without notice.

15.9. False Claims Ordinance.

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

15.10. Survivability.

In the event that any provision of this Agreement shall be determined to be unenforceable, the remainder of this Agreement shall survive as though that unenforceable provision(s) were not contained herein.

15.11. Headings.

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

15.12. Right-to-Know-Law.

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

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

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

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

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

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

15.12.5. The County will rely upon the written statement from the Vendor in denying a RTKL request for the Requested Information unless the County determines that the Requested Information is clearly not protected from disclosure under the RTKL. Should the County determine that the Requested Information is clearly not exempt from disclosure, the Vendor shall provide the Requested Information within five (5) business days of receipt of written notification of the County’s determination.

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

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

15.12.8. The Vendor may file a legal challenge to any County decision to release a record to the public with the Office of Open Records, or in the Pennsylvania Courts, however, the Vendor shall indemnify the County for any legal expenses incurred by the County as a result of such a challenge and shall hold the County harmless for any damages, penalties, costs, detriment or harm that the County may incur as a result of the Vendor’s failure, including any statutory damages assessed against the County, regardless of the outcome of such legal challenge. As between the parties, the Vendor agrees to waive all rights or remedies that may be available to it as a result of the County’s disclosure of Requested Information pursuant to the RTKL.

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

15.13. Insurance.

The Vendor shall maintain the required insurance coverage and limits as specified in Exhibit A of this RFP which is incorporated by reference as if fully set forth herein.

Proof of insurance is required upon execution of this Agreement and must include the required language in Attachment 1. It shall be Vendor’s responsibility to notify the County should the insurance be cancelled for any reason, including non-payment of premium.

15.14. IT Terms and Conditions.

Vendor agrees to comply with the Information Technology terms as set out in Exhibit B of this RFP which is incorporated by reference as if fully set forth herein.

15.15. Confidential Information.

15.15.1. All Information contained in the files of County of Bucks and all departments thereof is considered "Confidential Information". "Confidential Information" means any and all information, data, documents, files and records disclosed to the Contractor by the County either directly or indirectly in writing or orally.

Confidential Information does not include any of the foregoing items which (i) is known to Proposer at the time of disclosure to Proposer by the County as evidenced by written records of the Proposer, (ii) has become publicly known and made generally available through no wrongful act of Proposer or (iii) has been rightfully received by Proposer from a third party who is authorized to make such disclosure.

15.15.2. Proposer agrees not to use any Confidential Information disclosed to it by the County for its use or for any purpose except to carry out discussions concerning, and the undertaking of, any business relationship between Proposer and the County to third parties or to employees of Proposer except employees who are required to have the information in order to carry out the discussions or intentions of the aforementioned relationship. Proposer will have or has had employees who have access to Confidential Information of the County sign a nondisclosure agreement in content substantially similar to this Agreement and will promptly notify the County in writing of the names of each such employee upon the request of the County at any time. Proposer agrees that it will take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of the County in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized hereunder to have any such information, which measures shall include the highest degree of care that Proposer utilizes to protect its own Confidential Information of a similar nature. Proposer agrees to notify the County promptly in writing of any misuse or misappropriation of Confidential Information of the County which may come to Proposer's attention. Proposer also agrees that, without the County's prior written approval, Proposer shall not directly or indirectly disclose to anyone the existence of this Agreement or the fact that Proposer has this arrangement with the County.

15.16. Surety. Does not apply.

15.17. Familiarity with Proposed Work.

Contractor certifies that he has carefully considered the work proposed and the RFP to determine for himself the difficulties and requirements incidental to the prosecution of the work, and that the submission of a proposal is considered conclusive evidence of such examination.

15.18. Sole Contractor. The Contractor agrees that he and only he shall be the County's sole contractor under this Agreement.

15.19. Non-Discrimination.

15.19.1. The Contractor agrees to comply with all applicable State and Federal laws, regulations, procedures, and orders, which protect the civil rights of employees, job applicants, and recipients of services.

15.19.2. The Contractor expressly agrees to comply with Title VI of the Civil Rights Act of 1964, as amended, the Americans with Disabilities Act of 1990, and all other applicable Federal, State, and/or Local Laws, ordinances, rules and regulations and orders prohibiting discrimination in hiring or employment opportunities. It shall not be an excuse for non- compliance that the Contractor has or intends to delegate any of its responsibilities to any union, training program, other source of recruitment or other entity, but Contractor shall remain primarily responsible for compliance hereunder.

15.20. Certification Regarding Impartiality and Conflict of Interest.

15.20.1. The Contractor certifies that he is a totally independent contractor and that to the best of his knowledge, no County official or employee has a vested interest, financial or otherwise, in this Agreement.

15.20.2. The Contractor will inform the County in writing immediately if any potential conflict of interest arises during the performance of this Agreement. Conflict of interest may constitute grounds for termination of this Agreement following notification by County to Contractor (allowing Contractor a reasonable opportunity to respond) where same is not corrected by Contractor within a reasonable time period after notice.

15.20.3. The Contractor shall not discriminate against any person because of race, color, religious creed, ancestry, national origin, age, sex, gender identity, sexual orientation, or handicap.

15.21. Immigration Reform and Control Act of 1986.

Contractor recognizes its responsibilities to assure identity and employment eligibility of its own employees under the Immigration Reform and Control Act of 1986 and any record acquisition and retention requirements under the Act.

15.22. Americans with Disabilities Act.

15.22.1. Pursuant to federal regulations promulgated under the authority of The

Americans with Disabilities Act, 28 C.F.R. § 35.101 eq seq., the Vendor understands and agrees that it shall not cause any individual with a disability to be excluded from participation in this Agreement or from activities provided for under this Agreement on the basis of the disability. As a condition of accepting this contract, the Vendor 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 of Bucks through contracts with outside contractors.

15.22.2. The Vendor shall be responsible for and agrees to indemnify and hold harmless the County of Bucks from all losses, damages, expenses, claims, demands, suits, and actions brought by any party against the County of Bucks as a result of the Vendor’s failure to comply with the provisions of paragraph a., above.

15.23. Statutes Applicable to this Agreement.

Contractor is responsible for familiarity and compliance with all statutes that apply to their performance under their agreement.

15.24. No Arbitration Clause.

The Contractor agrees that no bid documents prepared for the County will include Arbitration Clauses.

15.25. Terms & Conditions for Contract Made Using Federal Assistance.

The additional terms & conditions in Exhibit C apply to this contract.

EXHIBIT A

INSURANCE REQUIREMENTS

The vendor awarded this contract is required to provide a Certificate of Insurance that contains a minimum of the following coverage and limits:

1. Commercial General Liability - (policy to include premises and operations, products/completed operations and blanket contractual liability- the contractual section of the coverage must cover this agreement) Limits apply on a per project / per location basis.

General Aggregate Limit $2,000,000.

Products and Completed Operations Aggregate Limit $2,000,000.

Each Occurrence Limit $1,000,000.

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

Combined Single Limit $1,000,000

3. Excess Liability coverage is to be in an umbrella form, Any restrictions or limitations in coverage should be specified on the certificate of insurance.

Each Occurrence $1,000,000.

Aggregate limit $1,000,000.

4. Workers Compensation Statutory and Employer's Liability:

Bodily Injury by Accident $ 100,000. each accident Bodily Injury by Disease $ 100,000. each employee Bodily Injury by Disease $ 500,000. policy limit

5. Professional Liability, Errors and Omissions

Each Jobsite Limit $1,000,000.

General Aggregate Limit $2,000,000.

6. A waiver of subrogation applies to all Liability policies where allowed by law.

7. Additional Insured applies in the County’s favor and shall read:

The County of Bucks, its Board of Commissioners, employees, directors, officers, departments and divisions shall be included as additional insured on all Liability Policies on a primary and non-contributory basis with respect to the work performed for this contract.

8. Cancellation Clause- must read:

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

9. Certificate Holder:

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

EXHIBIT B

INFORMATION TECHNOGOLY TERMS & CONDITIONS

1. Data Ownership: Vendor and County agree that all data created as a result of this Agreement, amendments thereto, and related Statements of Work (“SOW”) shall be owned by County.

Vendor will provide to County, at termination of this agreement, a copy of requested data in a mutually agreeable form without additional cost to the County.

2. Confidentiality: Vendor will not use or disclose any County data other than as permitted or required by the underlying SOW or as required by law.

3. Safeguards: Vendor agrees to maintain commercially reasonable administrative, physical, and technical safeguards designed to protect security and confidentiality of and prevent use or disclosure of County data.

4. Effects of Disclosure: Vendor agrees to mitigate, to the extent practicable, any harmful effect that is known to Vendor of a use or disclosure of County’s data by Vendor or its agents, subcontractors in violation of the requirements of the underlying SOW.

5. Provider Data Use: Except as otherwise limited in the underlying SOW, Vendor may use or disclose County data to perform functions, activities, or services for, or on behalf of the County, as specified herein.

6. County Logo: Vendor agrees not to use County logo or otherwise publicize its relationship with the County in any of its marketing material without County’s written consent.

EXHIBIT C

TERMS & CONDITIONS FOR

CONTRACTS USING FEDERAL ASSISTANCE

1. Compliance with Law. This is an acknowledgement that Federal financial assistance will be used to fund all or a portion of the contract. The Vendor shall comply with all applicable federal laws, regulations, executive orders, policies, procedures, and directives. Vendor shall also comply with state laws and regulations, and local ordinances in the performance of the Agreement. It shall be Vendor’s duty to be knowledgeable about all relevant and prevailing laws.

2. Program Fraud and False or Fraudulent Statements or Related Acts. The Vendor acknowledges that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements) applies to the Vendor’s actions pertaining to this contract.

3. Remedies. The County reserves all rights and privileges under the applicable laws and regulations with respect to this Agreement in the event of breach of contract or default by the vendor.

4. No Obligation by Federal Government. The Federal Government is not a party to this contract and is not subject to any obligations or liabilities to the non-Federal entity, Vendor, or any other party pertaining to any matter resulting from the contract.

5. Record Retention Requirements. All records kept pursuant to Commonwealth and Federal requirements shall be preserved and made available for a period of seven (7) years from the date of final payment under this Agreement unless applicable requirements dictate a longer retention period.

6. Federal and State Audit Requirements. Contractor must comply with all federal and state audit requirements including: the Single Audit Act, as amended, 31 U.S.C. 7501 et seq; 2 CFR Part 200 “Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards”, as amended; and any other applicable law or regulation and any amendment to such other applicable law or regulation which may be enacted or promulgated by the state or federal government.

a. If the Contractor is a local government or non-profit organization and expends total federal awards of $1,000,000 or more during its fiscal year, received either directly from the federal government or indirectly from a recipient of federal funds, Contractor is required to have an audit made in accordance with the provisions of 2 CFR Part 200 “Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards”.

b. If the Contractor is a for-profit organization and expends total federal awards of $1,000,000 or more during its fiscal year, received either directly from the federal government or indirectly from a recipient of federal funds, Contractor is required to have a program-specific audit made in accordance with the provisions of 2 CFR Part 200 “Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards” and in accordance with the laws and regulations governing the programs in which it participates.

c. If the Contractor expends total federal awards of less than $1,000,000 during its fiscal year, it is exempt from these audit requirements but is required to maintain auditable records of federal and any…