3-04-Exhibit-C Professional-Services-Agreement.docx
DOCX document 37 KB Posted
- Solicitation number
- Not on record
- Issued by
- Bucks County, Pennsylvania
About this file
This is a Professional Services Agreement template issued by the County of Bucks, Pennsylvania, for use in contracting with independent vendors for various professional services. The agreement establishes a framework for procurement wherein the County issues a Request for Proposal (RFP), vendors submit proposals in response, and upon approval by the RFP Committee and Board of Commissioners, a selected vendor enters into a professional services contract with the County. The agreement commences on a start date specified by the parties and continues until an end date or upon completion and payment for services, whichever occurs last. The agreement permits extension for up to two additional one-year periods by mutual written consent. The vendor must perform services in a timely, competent, and professional manner consistent with generally accepted standards and applicable laws. The County reserves the right to terminate the agreement with thirty days' prior written notice with or without cause, though the vendor must provide ninety days' prior written notice if terminating. The County may also terminate for cause, including default under specified conditions such as failure to perform work on schedule, failure to perform with adequate resources, unsatisfactory work quality, insolvency, or breach of agreement provisions.
Compensation is paid based on a cost proposal not to exceed a specified amount, with invoices rendered as work progresses based on percentage of work completed and payment due within thirty days of invoice receipt. The vendor must maintain comprehensive insurance coverage including Commercial General Liability ($1,000,000 per occurrence/$2,000,000 aggregate), Automobile Liability ($1,000,000 combined single limit), Excess Umbrella Liability ($1,000,000 each occurrence), Workers' Compensation (statutory), and Professional Liability ($1,000,000 per jobsite). The agreement incorporates the County's nondiscrimination and sexual harassment policies, Information Technology terms and conditions, and Right-to-Know Law compliance requirements. The vendor operates as an independent contractor responsible for all applicable taxes and employee benefits withholding, and must indemnify and hold harmless the County from claims arising from the vendor's performance. All documents, records, equipment, and data created or obtained during performance become sole property of the County and must be returned upon termination. The agreement is governed by Pennsylvania law and enforced through the Court of Common Pleas of Bucks County.
View the file
Other files
Show 40 more
50 files listed here. See the rest on GovTribe.
On GovTribe
Work with this file
- Download the original file
- Contacts named in this file
- Similar government files
- Ask GovTribe AI about this file
Text version
PROFESSIONAL SERVICES AGREEMENT
| THIS PROFESSIONAL SERVICES AGREEMENT (“Agreement”), made this ______________________, between the COUNTY OF BUCKS, with an address of 55 E. Court Street, Doylestown, Pennsylvania 18901, on behalf of the General Services Department, hereinafter referred to as “County,” and VENDOR NAME, with an address at ADDRESS, hereinafter referred to as “Vendor” or “Contractor”. |
| WHEREAS, on DATE, the County issued a Request for Proposal (“RFP”), spec no ##-mm/yy, for TITLE OF RFP; and |
| WHEREAS, on or before DUE DATE, the Vendor submitted a proposal in response to the above-named RFP (the “Proposal”), and |
| WHEREAS, upon review of all responses received by the County, the appointed RFP Committee presented their finding to the Chairman of Board of Commissioners, who agrees that the Vendor’s Proposal best meets the need of the County as described in the RFP. |
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the County and Vendor, intending to be legally bound, agree as follows:
1. Order of Precedence. The County’s initial RFP for TITLE OF RFP, identified as spec no. ##-mm/yy, any addenda thereto, the Proposal from the Vendor, and any additional related responses submitted to the County by the Vendor are incorporated into and made part of this Agreement by reference. In interpreting this Agreement and resolving any inconsistencies and ambiguities among the documents, this Agreement shall take precedence, followed by the RFP as modified by the Addenda, and then the Proposal.
2. Term of Agreement. This Agreement shall commence on START DATE (''Effective Date") and shall remain in effect until END DATE, or completion of and payment in full for the services described in Section 2, whichever occurs last. By mutual written agreement of the Parties, the Agreement may be extended for up to two additional one-year periods.
3. Scope of Services. Vendor shall perform the services detailed in the Proposal (the “Service” or “Services”), which is included in its entirety as Exhibit A, attached, and incorporated by reference as if fully set forth herein. Vendor agrees to perform the Services in a timely, competent, complete, and professional manner, consistent with generally accepted standards for such services and shall make reasonable professional efforts to comply with all applicable laws and the then-existing policies and procedures of the County. Vendor agrees to devote such time necessary to perform the duties under this Agreement. Should the County require additional services not included in this Agreement, the County agrees to notify Vendor of any additional services to be completed, and the Vendor shall make reasonable efforts to perform these additional services without decreasing the effectiveness of the performance of the duties required by this Agreement.
4. Fees. Subject to the terms and conditions of this Agreement, the County agrees to pay Vendor compensation in the amount not to exceed AMOUNT for the Services in accordance with the Vendor’s Cost Proposal, included as Exhibit B, attached, and incorporated by reference as if fully set forth herein. Vendor will render to the County invoices as work progresses, based on the percentage of work completed, and payable within thirty (30) days after the invoice receipt date. Any change to fee schedule is required to be agreed to by both parties and executed in a signed amendment.
5. Termination for Convenience. 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 Service, 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 pursuant to the fee as described in Section 4. 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.
6. Termination for Cause. The County shall have the right to terminate this agreement for default under Section 7, Default, upon written notice to the Vendor. The County shall also have the right, upon written notice to the Vendor, to terminate the Agreement for other cause as specified in the Agreement or by law. If it is later determined that the County erred in terminating the Agreement for cause, then, at the County’s discretion, the Agreement shall be deemed to have been terminated for convenience under Section 5. 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.
7. Default.
A. The County may declare the Vendor in default by written notice thereof to the Vendor, and terminate (as provided in Section 6, Termination for Cause) the whole or any part of this agreement for any of the following reasons:
(1) Failure to perform work within the time specified herein or any extension thereof;
(2) Failure to perform the work with sufficient labor, equipment, or materials to ensure the completion of the specified work in accord with the terms of this Agreement;
(3) Failure to perform any provision of this Agreement, or failure to make progress so as to endanger its terms, and in either of these circumstances failure to cure within a period of ten (10) days (or such longer period as the County may authorize in writing) after receipt of notice from the County receiving such failure;
(4) Unsatisfactory performance of the work;
(5) Failure to deliver the awarded item(s) or service(s) as specified;
(6) Improper delivery;
(7) Failure to provide an item(s) which is in conformance with the specifications referenced in the Agreement;
(8) Delivery of a defective item;
(9) Failure or refusal to remove material, or remove and replace any work rejected as unsatisfactory;
(10) Discontinuance of work without approval;
(11) Failure to resume work, which has been discontinued, within a reasonable time after notice to do so;
(12) Insolvency or bankruptcy;
(13) Assignment made for the benefit or creditors;
(14) Failure or refusal within ten (10) days after written notice, to make payment or show cause why payment should not be made, of any amounts due for materials furnished, labor supplied or performed, for equipment rentals, or for utility services rendered;
(15) Failure to protect, to repair, or to make good any damage or injury to property; or
(16) Breach of any provision of the Agreement.
B. In the event that the County terminates this Agreement as provided in Subsection A above, the County may procure, upon such terms and in such manner as it determines, items or services similar or identical to those so terminated, and the Vendor shall be liable to the County for any reasonable excess costs for such similar or identical items or services included with the terminated part of the Agreement.
C. If the Agreement is terminated as provided in Subsection (a) above, the County, in addition to any other rights provided in this section, may require the Vendor to transfer title and deliver immediately to the County in the manner and to the extend directed, such partially completed items, including, where applicable, reports, working papers, and other documentation, as the Vendor has specifically produced or specifically acquired for the performance of such part of the Agreement as has been terminated. The County may withhold from amounts otherwise due to the Vendor for such completed or partially completed works, such sum as the County determines to protect the County against loss or to avoid noncompliance with applicable laws, regulations, or guidelines.
D. The rights and remedies of the County provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Agreement.
E. The County’s failure to exercise any rights or remedies provided in this section 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.
8. Nondiscrimination/Sexual Harassment Clause. During the term of the Agreement, the Vendor agrees as follows:
A. In the hiring of any employee(s) for the manufacture of supplies, performance of work, or any other activity required under the grant agreement or any subgrant agreement, contract, or subcontract, the Vendor or any subcontractor or any person acting on behalf of the Vendor shall not discriminate by reason of race, gender, creed, color, sexual orientation, gender identity or expression, or in violation of the Pennsylvania Human Relations Act (“PHRA”) and applicable federal laws, against any citizen of this Commonwealth who is qualified and available to perform the work to which the employment relates.
B. The Vendor or any subcontractor or any person on their behalf shall not in any manner discriminate by reason of race, gender, creed, color, sexual orientation, gender identity or expression, or in violation of the PHRA and applicable federal laws, against or intimidate any of its employees.
C. Neither the Vendor nor any subcontractor nor any person on their behalf shall in any manner discriminate by reason of race, gender, creed, color, sexual orientation, gender identity or expression, or in violation of the PHRA and applicable federal laws, in the provision of services under the grant agreement, subgrant agreement, contract or subcontract.
D. Neither the Vendor nor any subcontractor nor any person on their behalf shall in any manner discriminate against employees by reason of participation in or decision to refrain from participating in labor activities protected under the Public Employee Relations Act, Pennsylvania Labor Relations Act or National Labor Relations Act, as applicable and to the extent determined by entities charged with such Acts’ enforcement, and shall comply with any provision of law establishing organizations as employees’ exclusive representatives.
E. The Vendor or any subcontractor shall establish and maintain a written nondiscrimination and sexual harassment policy and shall inform their employees in writing of the policy. The policy must contain a provision that sexual harassment will not be tolerated and employees who practice it will be disciplined. Posting this Nondiscrimination/Sexual Harassment Clause conspicuously in easily accessible and well-lighted places customarily frequented by employees and at or near where the grant services are performed shall satisfy this requirement for employees with an established work site.
F. The Vendor or any subcontractor shall not discriminate by reason of race, gender, creed, color, sexual orientation, gender identity or expression, or in violation of the PHRA and applicable federal laws, against any subgrantee, contractor, subcontractor or supplier who is qualified to perform the work to which the grant relates.
G. The Vendor and each subcontractor represent that it is presently in compliance with and will maintain compliance with all applicable federal, state, and local laws and regulations relating to nondiscrimination and sexual harassment. The Contractor and each subcontractor further represents that it has filed a Standard Form 100 Employer Information Report (“EEO-1”) with the U.S. Equal Employment Opportunity Commission (“EEOC”) and shall file an annual EEO-1 report with the EEOC as required for employers’ subject to Title VII of the Civil Rights Act of 1964, as amended, that have 100 or more employees and employers that have federal government contracts or first-tier subcontracts and have 50 or more employees. The Vendor or any subcontractor shall, upon request and within the time periods requested by the Commonwealth, furnish all necessary employment documents and records, including EEO-1 reports, and permit access to their books, records, and accounts by the granting agency and the Bureau of Diversity, Inclusion and Small Business Opportunities for the purpose of ascertaining compliance with the provisions of this Nondiscrimination/Sexual Harassment Clause.
H. The Vendor or any subcontractor shall include the provisions of this Nondiscrimination/Sexual Harassment Clause in every subgrant agreement, contract or subcontract so that those provisions applicable to subgrantees, contractors or subcontractors will be binding upon each subgrantee, contractor or subcontractor.
I. The Vendor’s and each subcontractor’s obligations pursuant to these provisions are ongoing from and after the effective date of the grant agreement through the termination date thereof. Accordingly, the Vendor and each subcontractor shall have an obligation to inform the Commonwealth if, at any time during the term of the grant agreement, it becomes aware of any actions or occurrences that would result in violation of these provisions.
J. The County may cancel or terminate the Agreement and all money due or to become due under the Agreement may be forfeited for a violation of the terms and conditions of this Nondiscrimination/Sexual Harassment Clause. In addition, the County or the Commonwealth of Pennsylvania may proceed with debarment or suspension.
9. Insurance.
A. The Vendor shall maintain the required insurance coverage and limits as specified in Exhibit C of this Agreement, proof of insurance is required upon execution of this Agreement, and must include the required language in Exhibit C. It shall be Vendor’s responsibility to notify the County should the insurance be cancelled for any reason, including non-payment of premium.
B. Without affecting any other rights or remedies, the Vendor agrees to waive its right to recover damages against the County, for loss of or damage to its property arising out of or incident to the Vendor’s Commercial General Liability Insurance, Automobile Liability Insurance, Umbrella Insurance, Worker’s Compensation Liability Insurance, Professional Liability Insurance, and any other lines of insurance coverage Vendor may maintain from time to time in connection with this Contract. The effect of such releases and waivers is not limited by the amount of insurance carried or required, or by any deductibles applicable hereto. Vendor agrees to have its respective property damage insurance carriers waive any right to subrogation that such companies may have against the County.
10. 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.
11. 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.
12. 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.
13. Notices. Any notice of default, or insurance cancellation under Section 9 of this Agreement, shall be delivered by certified mail or overnight courier, along with electronic mail. Any other notices, bills, invoices, or reports required by this Agreement shall be sufficient if sent by the parties via email or in the United States mail, postage paid, to the address noted below:
To County:
County of Bucks Attn: David Bria, Purchasing Director 55 E Court Street Doylestown, PA 18901 purchasing@buckscounty.org
With copy to:
Law Department 5th Floor, Administration Building 55 E Court Street Doylestown, PA 18901 solicitor@buckscounty.org
To Vendor:
ENTER VENDOR INFORMATION
If not otherwise stated in this agreement, such notice shall be deemed delivered same day if sent via email or 5 days after deposit in the U.S. mailbox.
14. Assigns. Neither the County nor the Vendor may assign, sublet, subcontract, or transfer any interest or duty set forth within this Agreement without the prior written consent of the other.
15. 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.
16. 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.
17. 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.
18. 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.
19. 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.
20. 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.
21. IT Terms and Conditions. Vendor agrees to comply with the Information Technology terms as set out in Exhibit D which is incorporated by reference as if fully set forth herein.
22. Right-to-Know Law.
A. 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.
B. 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.
C. 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:
(1) 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
(2) 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.
D. 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.
E. 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.
F. 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.
G. 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.
H. 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.
I. 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.
[Remainder of page left intentionally blank]
IN WITNESS WHEREOF, intending to be legally bound, the parties have set their hands and seal the date first above written.
NAME OF VENDOR
BY:
Signature
NAME:
TITLE:
DATE:
COUNTY OF BUCKS, PENNSYLVANIA
ATTEST:
BY:
Gail Humphrey
Diane M. Ellis-Marseglia, LCSW
Chief Clerk
Commissioner, Chair
DATE:
BY:
Robert J. Harvie, Jr.
Commissioner, Vice Chair
BY:
Gene DiGirolamo
Commissioner, Secretary
EXHIBIT A
VENDOR RESPONSE TO RFP
EXHIBIT B
VENDOR’S COST PROPOSAL
EXHIBIT C
INSURANCE REQUIREMENTS
Vendor is required to provide a Certificate of Insurance that contains a minimum of the following coverage and limits. Coverage must include the asbestos abatement work performed under this contract.
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.
| Each Occurrence Limit | $1,000,000 | ||
| General Aggregate Limit | $2,000,000 | ||
| Products and Completed Operations Limit | $2,000,000 |
2. Automobile Liability. To include owned, non-owned, and hired vehicles:
Combined Single Limit $1,000,000
3. Excess (Umbrella) 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 and Employer’s Liability. | Statutory | |||
| Bodily Injury by Each Accident | $100,000 | |||
| Bodily Injury by Disease – Each Employee | $100,000 | |||
| Bodily Injury by Disease – Policy Limit | $500,000 |
5. Professional Liability
| Each Jobsite Limit | $1,000,000 | |
| General Aggregate Limit | $2,000,000 |
6. A Waiver of Subrogation is granted in favor of the County of Bucks, its Board of Commissioners, employees, directors, officers, departments, and divisions in accordance with the policy provisions of the General Liability, Automobile Liability, Excess (Umbrella) Liability, Workers’ Compensation, and Professional Liability policies were allowed by law.
7. Additional Insured statement 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: Spec No ______.
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 D
COUNTY OF BUCKS INFORMATION TECHNOLOGY TERMS AND 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 all data in a mutually agreeable form without additional cost to the County.
2. Audits: Vendor agrees to provide County with information related to data access as requested by County and warrants that its systems will track system activity by user and will produce reports indicating which users accessed participant records and/or changed data, including date and time of access/change.
3. 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.
4. 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. At County’s request, Vendor shall furnish County a description of its safeguards and notice of any material revision thereto. To the extent Vendor furnishes professional services to County, Vendor represents that it shall not request or access more than the minimum amount of County data necessary for the performance of its professional services
5. 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.
6. Security Breaches: Vendor agrees to take appropriate measures to prevent security breaches, as defined in 73 Pa. Stat. § 2301 (“Security Breach”). In the event of an actual Security Breach at the fault of Vendor, Vendor shall comply with the notification and notice requirements of the Pennsylvania Breach of Personal Information Notification Act, 73 Pa. Stat. § 2301. Vendor shall maintain appropriate records of its investigations of actual Security Breaches.
7. Reporting Inadvertent Disclosures: Vendor agrees to report promptly, and in writing, to County any use or disclosure of County data not provided for by this Agreement and any security breach within the meaning of 73 Pa. Stat. § 2301 of which it becomes aware.
8. Bucks County Privacy Policy: Vendor will comply with County’s Privacy Policy and will use its best efforts to ensure, through written agreement, that any agent to whom it provides County data also agrees to adhere to the Bucks County Privacy Policy and the same restrictions and conditions that apply through the underlying SOW. Vendor warrants that its Privacy Policy will allow compliance with, at a minimum, the Health Insurance Portability and Accountability Act (HIPAA) Privacy Rule; The Health Information Technology for Economic and Clinical Health (HITECH) Act; Pennsylvania Breach of Personal information Notification Act as amended by the Pennsylvania Act 151 of 2022; the Pennsylvania Social Security Number Privacy Act; and 42 Code of Federal Regulations (CFR) part 2, where applicable.
9. Modification of County Data: County will have access to modify County data at any time during the term of the Agreement.
10. 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.
11. Authority to Act: Vendor may act pursuant to a request of County only if such request is made by an individual who is, or who is in a position or class, authorized to act on behalf of County in such regard, as specified in the Contact Sheet filled out by County or otherwise provided via written notice from County to Vendor.
12. SOC-2 Reports: Vendor agrees to attach, for any systems that are hosted by Vendor, a currently valid SOC-2 report, from an accredited auditing firm to the Agreement. Vendor agrees to maintain such certification throughout the term of the respective SOW. SOC-2 reports shall be provided for all systems in use by Vendor to perform under this Agreement that has County Data stored, transmitted, or otherwise processed by and/or through.
13. Encryption: All County data will be encrypted in storage and in transit at all times.
14. Secondary Site: Vendor agrees, for systems hosted by Vendor, to provide for a secondary site (backup site) in the case of primary site unavailability. Vendor shall ensure that all County data is backed up and stored in a manner that safeguards against unintentional modification, destruction, or cyber-criminal activity.
15. 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.
16. ADA Accessibility: Vendor certifies that all content, including, but not limited to, forms, pages, fields, information windows, etc., with special detail and content that is viewable and/or editable by the public, shall be in compliance with the American with Disabilities Act. If the successful offeror will, for public use, create web content, offer services through a web browser, or mobile applications for the County, the offeror must comply with 28 CFR 35 Subpart H (Web and Mobile Accessibility) by ensuring accessibility at WCAG 2.1, Level AA specifications at a minimum. Offeror will defend, at their own expense, any action taken that challenges the accessibility of the unaltered content provided by the offeror.
17. Any documents provided by the offeror that will be made available via the County's websites or mobile applications must also meet ADA accessibility requirements. This includes, but is not limited to, ensuring compliance with Section 508 standards for electronic documents, providing text alternatives for images, using structured headings for readability, and ensuring compatibility with screen readers.
18. The offeror must also provide editable source documents (e.g., Word files, Excel files, HTML formats) alongside final published versions to facilitate future accessibility updates and ongoing compliance.
19. Secure Networks Act. Vendor agrees that it shall not introduce onto the County network any technology covered under section 2 of the Secure Networks Act. Such prohibited technologies can be found at https://www.fcc.gov/supplychain/coveredlist.
20. Bucks County staff or other authorized users defined by Bucks County: Vendor agrees to offer Single-Sign-On authentication with Bucks County’s Active Directory (AD) controller. Any login that is not SSO-enabled, shall have multi-factor authentication enabled.
Software-as-a-service systems are excluded from the following policies. The following only applied for systems maintained on county network:
21. System Logins: Vendor agrees to use multi-factor authentication for all County system logins.
22. Network Connectivity: County will utilize best efforts to resolve connectivity issues between County and Vendor. Vendor is wholly responsible for the maintenance and support of the network connectivity, including 5G (or other technology) router supplied by Vendor to connect to County systems.
23. System Access: Vendor agrees to notify County IT Help Desk of all system access requirements in advance, when possible. Vendor agrees to work with County towards a mutually agreeable system maintenance schedule.
File details come from the government source that posted it. Updated .