RFP 20-27-CN Guardianship Representative Payee and Power of Attorney Services Final.pdf

COUNTY OF BERKS Request for Proposals #20-27-CN Guardianship, Representative Payee, and Power of Attorney Services for Berks County Area Agency on Aging Issued on Thursday, December 31, 2020 Pre-Proposal Conference Monday, January 11, 2021, 1:30 PM Refer to Section 1, paragraph 1.2 for details Submittal Deadline: Tuesday, February 16, 2021, 12:00 P.M., Local Prevailing Time Refer to Section 5, paragraph 5.1 for submittal instructions. County’s Point-of-Contact for this RFP Candace L. Noll, Contract Manager Tel: 610-478-6168 Fax: 610-898-7404 Email: cnoll@countyofberks.com Mailing Address: Berks County Services Center, 633 Court St. - 13th Floor, Reading, PA, 19601 Website: www.countyofberks.com This Request for Proposals (RFP) package consists of 79 pages including this cover page and the Table of Contents page. If the RFP package you received is

missing any pages, contact the County of Berks Purchasing Department by telephone at (610) 478-6168. TABLE OF CONTENTS SECTIONS One Introduction and Instructions Two Method of Vendor Selection Three Standard Contract Information Four Scope of Work Five Proposal Format and Content Six Evaluation Criteria and Process ATTACHMENTS Attachment A Proposed Form of Agreement and General Conditions Attachment B HIPPA Agreement Attachment C Non-Collusion Affidavit Form Attachment D Instructions for Participating in a Microsoft Teams Live Event 1 1. SECTION ONE - Introduction and Instruction 1.1. Purpose of this Request for Proposals (“RFP”) The County of Berks (hereinafter “County”), a municipal corporation with its principal office in Reading, Pennsylvania is soliciting competitive sealed proposals (a “Proposal”) from professional firms (each a “Proposer”) that are interested in and capable of providing Guardianship, Representative Payee, and Power of Attorney Services for Berks County Area Agency on Aging as further detailed in the Scope of Work of this RFP (inclusive of all tasks, deliverables and products required herein, “Services”). If the County elects to make an award to a Proposer in connection with the Services, the Proposed Form of Agreement and General Conditions included as Attachment A to this RFP as well as all documents incorporated therein shall form the entire agreement between the County and the successful Proposer (“Agreement”). 1.2. Pre-Proposal Conference A pre-proposal conference will be held through a live broadcast using Microsoft Teams on Monday, January 11, 2021, beginning promptly at 1:30 PM. The Proposers may participate in the pre-proposal conference of this Request for Proposal by emailing cnoll@countyofberks.com to request the phone number, link and access code for said meeting. The purpose of this meeting is to conduct a question and answer session regarding this RFP package to maximize the proposer’s understanding as to what is required. Should questions asked and answers given at the pre-proposal conference potentially alter the intent or scope of the RFP, the County will issue an addendum to the RFP to formally modify the RFP. This RFP cannot be modified by, and Proposers shall not rely on, comments made during the pre- proposal conference except as set forth in an addendum. All Proposers who have received the RFP package from the County will receive notification of the issuance of the addendum. 1.3. Due / Opening Dates The deadline for the County’s receipt of Proposals is 12:00 P.M., local prevailing time, Tuesday, February 16, 2021 (“Proposal Deadline”). The County Controller’s time clock shall be considered the official time. We would recommend that you submit your proposal via a courier services, however if you opt not to and elect to physically deliver it personally you will need to leave it with County of Berks Security personnel, which must be done at minimum one hour prior to the time in which the proposals are due to ensure they have the appropriate time and resources to deliver it to the County Controller’s Office. Proposals received after the Proposal Deadline will not be considered. Refer to Section 5, paragraph 5.1 for specific Proposal submittal instructions. Proposals will be opened publicly at 12:30 P.M., on Tuesday, February 16, 2021 in order to provide public access while also respecting the need for social distancing as a result of COVID 19 the only manner in which to attend the proposal opening will be through a live broadcast using Microsoft Teams. A summary of Proposals received (company name) will be posted on the Purchasing Department’s page of the County’s website (www.countyofberks.com) The public may participate in the opening of this request for proposals through the URL shown below: 2 https://teams.microsoft.com/l/meetup- join/19%3ameeting_YTk0YTlmZGEtN2RlNS00NTFjLWFlZGQtODEyNWZkNWU2OTJh %40thread.v2/0?context=%7b%22Tid%22%3a%22f5d90629-52f9-4673-b795- 45b53bad5ad3%22%2c%22Oid%22%3a%22ec8761e4-ee16-4b1c-8253- d79c7f20cb4e%22%2c%22IsBroadcastMeeting%22%3atrue%7d This Microsoft Teams URL may be subject to change, current Microsoft Teams URL for the opening can be located and on the following site under the listing for this specific RFP: https://www.co.berks.pa.us/Dept/Purchasing/Pages/InvitationstoBid(ITB)andRequestforProp osals(RFP).aspx Refer to Attachment D for detailed instruction on how to participate in the opening through a Microsoft Teams Live event. Only the name of each Proposer will be read publicly. All other information contained in each Proposal shall be treated as confidential so as to avoid disclosure of contents prejudicial to competing Proposers. 1.4. Amendments to Submitted, Unopened Proposals Amendments to or withdrawals of submitted, unopened Proposals will only be allowed, if requests are received by the County prior to the Proposal Deadline. No amendments or withdrawals will be accepted after the Proposal Deadline unless they are in response to the County’s request. 1.5. Required Review of RFP Package Proposers shall carefully review this RFP for defects, inconsistencies or ambiguities. Comments concerning defects, inconsistencies or ambiguities must be made in writing and received by the RFP’s point-of-contact (see cover page), at least ten (10) business days prior to the Proposal Deadline. This will allow for the issuance of any necessary addenda. All questions must be in writing and directed to the RFP’s point-of-contact. This RFP cannot be modified except by written addenda issued by the County. The decision on whether an addendum is required shall be made by the County in its sole discretion. If an addendum is issued, it will be provided to all parties who were provided a copy of the RFP by the County’s Purchasing Department. It shall ultimately be the responsibility of the Proposer to check and download Addenda from the County’s website. 1.6. Receipt of RFP Package The County’s Purchasing Department is the sole authority to provide the RFP package to interested companies or individuals. Proposers who are working from an RFP package obtained from any other source, may be working from an incomplete set of documents. The County assumes no responsibility for an error, omission, or misinterpretation resulting from a Proposer’s use of an incomplete RFP package. Proposers who have received the RFP package from a source other than the County Purchasing Department, are advised to contact the Purchasing Department to provide their company’s name, address, telephone number, fax number, and contact name. This will ensure that the Proposer will receive all communication regarding the RFP such as Addenda. 3 Proposers who have received the RFP package by downloading it from the County’s website, and have not provided their company’s information to the County’s Purchasing Department are responsible for checking the website to obtain any Addenda issued for the RFP. 1.7. Preparation Costs The County will not be responsible for any costs associated with the preparation, submittal, or presentation of any Proposal. If the County rejects a Proposal or does not award an Agreement to any particular Proposer, the Proposer agrees that it will not seek to recover lost or expected profits, Proposal preparation costs or claims for unjust enrichment. 1.8. Public Information All Proposals and other material submitted become the property of the County and may be returned only at the County’s option. Information contained in the Proposals will not be disclosed during the evaluation process. Under Pennsylvania’s “Right to Know” laws (65 P.S. §§ 67.101-67.3104), public records are required to be open to reasonable inspection. All Proposal information, including detailed price and cost information, will be held in confidence during the evaluation process and prior to the time the Agreement is executed by the County. Thereafter, the Proposals will become public information. Requests for photocopies of public records must be made to the Open Records Officer and will be provided to the requestor for a nominal per page fee. Trade secrets and other proprietary data contained in Proposals may be held confidential, if the Proposer requests, in writing, that the County does so, and if the County agrees, in writing, to do so. Material considered confidential by the Proposer must be clearly identified and the Proposer must include a brief statement that sets out the reasons for confidentiality. 1.9. Reservation of Rights 1.9.1. The County reserves and may, at its sole discretion, exercise the following rights with respect to this RFP and all Proposals submitted pursuant to this RFP: 1.9.1.1. To reject all Proposals and re-issue the RFP at any time prior to execution of the Agreement; to require, in any RFP for similar products and/or services that may be issued subsequent to this RFP, terms and conditions that are substantially different from the terms and conditions set forth in this RFP; or to cancel this RFP with or without issuing another RFP. 1.9.1.2. To reject any Proposal if, in the County’s sole discretion, the Proposal is incomplete, the Proposal is not responsive to the requirements of this RFP, the Proposer does not meet the qualification requirements set forth in Section 5 herein, or it is otherwise in the best interest of the County to reject the Proposal. 1.9.1.3. To supplement, amend, substitute, or otherwise modify this RFP at any time prior to the execution of the Agreement. 1.9.1.4. To accept or reject any or all of the items in any Proposal and award the Agreement for the whole or only a part of any Proposal if the County determines, in its sole discretion, that it is in the County’s best interest to do so. 4 1.9.1.5. To reject the Proposal of any Proposer that, in the County’s sole judgment, has been delinquent or unfaithful in the performance of any contract with the County, is financially or technically incapable, or is otherwise not a responsible Proposer. 1.9.1.6. To waive any informality, defect, non-responsiveness, and/or deviation from this RFP that is not, in the County’s sole judgment, material to the Proposal. 1.9.1.7. To permit or reject, at the County’s sole discretion, amendments (including information inadvertently omitted), modifications, alterations, and/or corrections to Proposals by one or more of the Proposers following Proposal submission. 1.9.1.8. To request that one or more of the Proposers modify their Proposals or provide additional information. 1.9.1.9. To request additional or clarifying information from any Proposer at any time, including information inadvertently omitted by a Proposer. 1.9.1.10. To require that Proposers appear for interviews and/or presentations of their Proposals at County offices. 1.9.1.11. To inspect programs similar in type and scope to the work sought in this RFP and/or to inspect the Proposer’s facilities to be used in furnishing goods or services required by the RFP. 1.9.1.12. To conduct such investigations as the County considers appropriate with respect to the qualifications of any Proposer and with respect to the information contained in any Proposal. 1.10. Any and all protests related to this solicitation are subject to the County of Berks Protest Policy which is located on the County of Berks Purchasing Department website: http://www.co.berks.pa.us/Dept/Purchasing/Pages/InvitationstoBid(ITB)andRequestforProposals(RFP) .aspx 1.11. RFP Timeline Following is the County’s estimated timeline for the RFP process: Issue RFP Thursday, December 31, 2020 Pre-Proposal Conference Monday, January 11, 2021, 1:30 PM Cutoff for Submission of Written Questions Monday, February 1, 2021 Deadline for Submission of Proposals Tuesday, February 16, 2021, 12:00 PM Opening of Submitted Proposals Tuesday, February 16, 2021, 12:30 PM County’s Review of Proposals February 16 – March 1, 2021 Notify Short List Firms Monday, March 8, 2021 Interview Short List Firms Thursday, March 8, 2021 Issue Notice of Contract Award Friday, April 9, 2021 Commencement of Work Monday, May 3, 2021 5 2. SECTION 2 – Method of Vendor Selection 2.1. Interviews with Short List Firms The County may, in its sole discretion, elect to conduct interviews with one or more Proposers. The purpose of an interview will be to clarify and assure the Proposer’s full understanding of, and responsiveness to, the solicitation requirements. Revisions to a Proposal may be permitted after submission and before the County’s execution of the Agreement for the purpose of obtaining best and final offers with the County’s approval. The individual identified in the Proposal as the Program Manager, must be in attendance at the interview. 2.2. Right to Negotiate After the County’s completion of the Proposal evaluation process, including any interviews held with Proposers during the evaluation process, the County may elect to initiate negotiations with one or more Proposers for modification of any component of the Agreement, including, without limitation, the scope of services, price or schedule for completion. The option of whether or not to initiate or terminate negotiations rests solely with the County, which may be exercised at any time. 2.3. Award of Contract 2.3.1. If the County elects to award the Agreement pursuant to this RFP, it intends to award the Agreement to two responsible and responsive Proposers whose Proposal is determined to provide the best overall value to the County. The intent is to split the services approximately 50/50 between the two vendors. The County intends to award a three-year Agreement term with the option of extending the term of the Agreement for two additional one-year periods upon the mutual agreement of the parties. The Vendor should be prepared to begin work on May 3, 2021. 2.3.2. At the option of the County and the agreement of the Proposer, the agreement may be extended for an additional twelve (12) months; at the option of the County and with the agreement of the Proposer, the agreement may be extended for a second additional twelve (12) months. The cost per unit of service for any additional twelve (12) month period shall be negotiated between the County and the Proposer and agreed to no later than ninety (90) days before the end of the prior agreement term. Any increase in the cost per unit of service for any additional twelve (12) month period is limited to the percentage increase provided in the County’s Regular Block Grant categorical allocation. Failure to agree on a guaranteed cost per unit of service provided for any additional twelve (12) months may require the County to re-solicit. 2.3.3. The County reserves the right, upon notice to the Proposer, to extend the term of the agreement for up to three (3) months upon the same terms and conditions. This will be utilized to prevent a lapse in agreement coverage and only for the time necessary, up to three (3) months, to enter into new Agreement and to ensure a smooth transition process for consumers. 2.3.4. This option provision shall be within the sole and exclusive discretion of the County to exercise and shall not obligate the County to extend the agreement. 6 2.3.5. Amounts of services to be purchased by County in any additional twelve (12) month period shall be dependent upon the availability of funds and participant demand. 3. SECTION 3 - Standard Contract Information 3.1. Standard Agreement Provisions The Agreement resulting from the award of this RFP will be governed by the terms and conditions set forth in the Proposed Form of Agreement and General Conditions set forth in Attachment A, attached hereto and incorporated herein. Proposers must detail in their Technical Proposal their reasons for objection to any part of RFP or Proposed Form of Agreement and General Conditions. Hindrance of the award process due to the extent of a Proposer’s objection to the form or substance of the RFP or Proposed Form of Agreement and General Conditions may have a negative impact on the County’s assessment of that Proposal. 3.2. Agreement Content The Agreement will incorporate this RFP, the Proposer’s Proposal, and any additional information deemed necessary as a result of the negotiations held with the Vendor. 3.3. Confidentiality of Protected Health Information: 3.3.1. To the extent applicable, the parties hereto agree to fully comply with the Health Insurance Portability and Accountability Act of 1996, P.L. 104-191, and all amendments thereto and regulations promulgated thereunder (collectively, “HIPAA”), as well as any other applicable laws or regulations concerning the privacy and security of health information. The successful Proposer agrees at all times to treat any protected health information (as defined by HIPAA), created by or disclosed or otherwise made available to the successful Proposer in connection with the Agreement, in accordance with all federal, state and local laws and regulations regarding the confidentiality of protected health information. Without limitation to other rights and remedies under the Agreement or afforded by law, County may immediately terminate the Agreement if it determines that there has been a material breach of this provision. 3.3.2. To the extent that County meets the definition of a “Covered Entity” or “Business Associate” (as such terms are defined under HIPAA) and the successful Proposer/Vendor is determined by County to meet the definition of a “Business Associate” or “Subcontractor” (as such terms are defined under HIPAA) of County, the successful Proposer and County shall enter into a HIPAA Business Associate Agreement in a form satisfactory to County as set forth in Attachment B, attached hereto and incorporated herein, which shall govern the treatment of any protected health information created, received, transmitted, or maintained by successful Proposer on behalf of the County. 4. SECTION 4 – Scope of Work 4.1. Definitions 4.1.1. Guardian: An individual or organization appointed by the court to act on behalf of an incapacitated person. The guardian has the legal obligation to act in the best interest of an incapacitated person. 7 4.1.2. Pennsylvania’s Guardianship Tracking System (GTS): A web-based system that allows guardians of adult-incapacitated persons to submit inventory and annual person and estate reports online. 4.1.3. Incapacitated person: An adult whose ability to receive and evaluate information effectively and communicate decisions in any way is impaired to such a significant extent that he is partially or totally unable to manage his/her financial resources or to meet essential requirements for his/her physical health and safety. 4.1.4. Agent under a Power of Attorney (POA): An individual or organization to act on behalf of a consumer. The POA has the legal obligation to act in the best interest of the person. 4.1.5. Representative Payee: A person who acts as the receiver of United States Social Security Disability or Supplemental Security Income for a person who is not fully capable of managing their own benefits, i.e. cannot be their own payee. The Representative Payee is expected to assist the person with money management, along with providing protection from financial abuse and victimization. 4.2. Aging Program Directive (APD)/Federal/State Regulatory References 4.2.1. Proposers providing services outlined in this Scope of Service shall comply with all Federal and state laws and directives, including those listed below: 4.2.1.1. Pennsylvania Consolidated Statutes, Title 20, Chapter 55 - Incapacitated Persons https://www.legis.state.pa.us/cfdocs/legis/LI/consCheck.cfm?txtType=HTM&ttl=20&div=0&chpt=55 4.2.1.2. Aging Policy and Procedures Manual http://www.aging.pa.gov/publications/policy-procedure- manual/Pages/default.aspx 4.2.1.3. Pennsylvania Code, Title 6, Chapter 15: Protective Services for Older Adults http://www.pacode.com/secure/data/006/chapter15/chap15toc.html 4.2.1.4. Pennsylvania Consolidated Statutes, Title 20, Chapter 56: Powers of Attorney https://www.legis.state.pa.us/WU01/LI/LI/CT/HTM/20/00.056..HTM 4.2.1.5. Social Security Administration Representative Payee Guidelines https://www.ssa.gov/pubs/EN-05-10076.pdf 4.2.1.6. The safety of consumers, employees, and volunteers is paramount; therefore, the provider(s) must follow Centers for Disease Control and Prevention (CDC) and Pennsylvania Department of Health (DOH) guidelines for mitigating the spread of the COVID-19 virus, as well as for any other virus or infectious diseases in which they provide guidelines. 4.2.2. The links provided above are for your reference and subject to change. It shall be the responsibility of the vendor to determine and utilize the appropriate site for said database. 8 4.3. Background 4.3.1. When an adult of any age is deemed incapacitated by a court, a family member, friend, or professional may be appointed as that adult’s guardian and is responsible for making certain decisions on their behalf. The nature of these decisions can include financial, medical and personal matters the incapacitated person has been determined unable to make for themselves. 4.3.2. It is the duty of the guardian of the person to assert the rights and best interests of the incapacitated person. Expressed wishes and preferences of the incapacitated person shall be respected to the greatest possible extent. 4.3.3. The need for Power of Attorney and Representative Payee services are necessary at times to address financial and medical risks. The Representative Payee services have oversight of a consumer’s Social Security benefits to ensure their income is used in the consumer’s best interest. The Power of Attorney services are similar in that once the Power of Attorney over a consumer’s estate is appointed, they have the obligation to oversee a consumer’s financial best interests. A Power of Attorney can also be appointed to have oversight and coordination of a consumer’s personal and medical needs. These are options used to address issues and risks in a less restrictive manner. 4.4. Service Description 4.4.1. The purpose of this contract is to obtain a qualified contractor(s) to provide Guardianship, POA, and Representative Payee services for the Berks County Area Agency on Aging (BCAAA). 4.4.1.1. Guardianship 4.4.1.1.1. The Vendor shall be available to serve as guardian of the estate or of the person, or both, of an incapacitated person when no less restrictive alternative will meet the needs of the consumer and when no other person is willing and qualified to become guardian. 4.4.1.1.2. The Vendor when appointed as guardian of person and/or estate shall assure and participate in the development of a plan of supportive services to best meet the person's needs and that explains how services will be obtained. The guardian shall also encourage the incapacitated person to participate to the maximum extent of his abilities in all decisions that affect him, to act on his own behalf whenever he is able to do so and to develop or regain, to the maximum extent possible, his capacity to manage his personal affairs. The appointment will be proposed by the BCAAA and subject to approval by the courts. The Vendor shall oversee services that include, but are not limited to: 4.4.1.1.2.1. Act as limited, full, or temporary guardian to make health and financial decisions for a consumer, when appropriate. 4.4.1.1.2.2. Manage transactions include banking, buying and selling property, purchasing life insurance, settling claims, buying, managing, or selling real estate, filing tax returns, handling matters related to government benefits. 9 4.4.1.1.2.3. Making health care decisions when appropriate. 4.4.1.2. Power of Attorney 4.4.1.2.1. The Vendor upon acceptance of POA referral shall assure and participate in the development of a plan of supportive services to meet the person's needs which explains how services will be obtained. POA services and supports may be for both that and finances. This appointment will be determined by the BCAAA prior to appointment of the Vendor. The Vendor shall oversee services that include, but are not limited to: 4.4.1.2.1.1. Act as POA to make health and financial decisions for a consumer when appropriate. 4.4.1.2.1.2. Assistance to consumers in securing and maintaining benefits and services. 4.4.1.2.1.3. Manage transactions include banking, buying and selling property, purchasing life insurance, settling claims, buying, managing, or selling real estate, filing tax returns, handling matters related to government benefits. 4.4.1.2.1.4. Assistance to consumers in securing and maintaining benefits and services. 4.4.1.3. Representative Payee 4.4.1.3.1. The BCAAA may utilize the Vendor to assist in these services on a limited basis. Contracted Vendor’s shall provide services which include, but are not limited to: 4.4.1.3.1.1. Assistance to consumers with financial management. 4.4.1.3.1.2. Assistance to consumers in securing and maintaining benefits and services. 4.4.1.3.1.3. Managing benefits for recipients of federal benefits who are unable to manage their benefits because of physical or mental difficulties. The benefits must be used for the sole purpose of paying for the recipient’s food, shelter, medical care, and other personal needs. 4.5. Consumer Eligibility Criteria 4.5.1. Consumers must meet the following criteria: 4.5.1.1. Age 60 or older; 4.5.1.2. Absence of responsible family, friends or other responsible party (e.g. bank, trust officer, etc.) that are willing to act in a Guardianship, Representative Payee, or POA; 10 4.5.1.3. Determined eligible and authorized for service in writing by BCAAA; and 4.5.1.4. Have exhausted all private or public payment sources other than the BCAAA, including the consumers own resources. Consumers for whom the Vendor can collect the full established cost of services provided from a non-BCAAA source, are not eligible to receive services under this agreement. Consumers with $8,000 or more in resources, as determined by BCAAA, are considered able to pay their own costs. 4.6. Amount of Service to be Provided 4.6.1. Service shall be provided on an as needed basis, as authorized by the BCAAA and agreed to by the Vendor. No minimum or maximum contract amount can be guaranteed. Historically, the BCAAA has 40 new Guardianship cases annually. The number of Guardianship cases are subject to change based on consumer need and at the discretion of the BCAAA. 4.7. Referrals 4.7.1. The Vendor shall, upon written referral from the BCAAA, review a consumer's situation to determine if the consumer can be appropriately served by the Vendor. 4.7.2. If the Vendor has concerns regarding their ability to appropriately serve the consumer or believes that there is a conflict of interest, the Vendor must, within twenty-four (24) hours of their receipt of a referral for services, submit their concerns to the BCAAA Executive Director and Deputy Director in writing. 4.7.2.1. The Vendor’s concerns shall be reviewed, and a determination will be made regarding the withdrawal of any referral for service within three (3) business days. If a referral is determined to be an emergency by BCAAA, a determination shall be made with twenty-four (24) hours. All decisions shall be final. 4.7.3. The Vendor shall accept 90% of referrals made by BCAAA. Failure to accept 90% of referrals over the course of any year of the contract term may result in the termination of the Agreement. 4.7.4. When a Guardianship, POA, and Representative Payee referral is accepted for any of these services, the Vendor shall develop an appropriate long-term plan of care to ensure personal and financial safety for the consumer and see the consumer within seventy- two (72) hours, where appropriate. 4.7.4.1. If a plan of care is not created timely, BCAAA reserves the right to transfer the referral to another Vendor and no payment for service will be rendered. 4.8. General Requirements 4.8.1. The Vendor shall execute and perform all services in a professional and ethical manner. The Vendor shall provide services in a manner which represent the best interest of the consumer they are serving. This includes strict accountability and supervision for all activities, financial and non-financial, completed under this agreement. 11 4.8.2. The Vendor shall communicate with the BCAAA regarding consumer issues and promptly respond to BCAAA’s questions regarding financial, medical or social concerns, where appropriate. 4.8.3. All Vendor staff and subcontracted personnel providing services under this contract are required to have had a criminal history background check completed indicating that no offense(s) exist that would prohibit employment. Documentation of background check shall be kept in each employee’s personnel file and shall be provided to the Berks County Solicitor’s Office for the purpose of initiating Guardianship proceedings, when applicable. 4.8.4. It is the responsibility of the Vendor to ensure adequate staffing to manage referrals and timely monitoring and coordination of services. 4.8.5. The Vendor must take all necessary steps to provide adequate safeguards against theft or other misappropriation of a consumer's resources when managing any aspect of the consumer’s finances. 4.8.5.1. Examples of appropriate safeguards may include but are not limited to the following: 4.8.5.1.1. Accounting procedures that provide a clear audit trail of a consumer's account. 4.8.5.1.2. Employee training and supervision. 4.8.5.1.3. Employee bonding – Named guardian in the court order. 4.8.5.1.4. Periodic internal and external audits. 4.8.6. The Vendor shall refer all consumers, age 60 and over and who may benefit from aging services, to the BCAAA. 4.8.7. Accurate and timely financial and case records will be maintained in real time by the Vendor during the course of managing the consumer’s case. 4.9. Guardianship Requirements 4.9.1. Guardianship of person and/or estate will be appointed by the courts. The Vendor will perform duties applicable to their appointment as listed below. 4.9.2. The Vendor shall be actively involved with the consumer's progress and care by: 4.9.2.1. Making medical and financial decisions on behalf of the consumer, when applicable. Decisions shall be based on medical information provided by consumer’s physician, information provided by consumer and/or consumer’s family when appropriate. 4.9.2.2. Coordinating necessary long-term placement. 4.9.2.3. The Vendor will be responsible for signing any medical and financial consents. 12 4.9.2.4. Performing the following duties on behalf of the consumer as needed, in a timely manner, including but not limited to: 4.9.2.4.1. Performing Guardianship duties as assigned by the court. 4.9.2.4.2. Processing admission to a long-term care facility when determined to be needed and least restrictive alternative to meet a consumer’s needs. 4.9.2.4.3. Application to Medical Assistance and Department of Human Services programs. 4.9.2.4.4. Consolidating and establishing bank accounts. 4.9.2.4.5. Establishing burial trusts. 4.9.2.4.6. Management and payment of consumer’s debts. 4.9.2.4.7. Revocation of Powers of Attorney. 4.9.2.4.8. Management of consumer’s personal property. 4.9.2.4.9. Petitioning the court for permission to utilize principal and sell real estate. 4.9.2.4.10. Selling and disbursing consumer’s home and personal effects, and any identified assets when needed to manage the consumer’s estate, The Vendor shall be responsible for the paying of liabilities of the estate, the sale of property and the investment of assets following Pennsylvania Statutes. 4.9.2.4.11. Assisting consumer in managing monthly bills, writing checks, making deposits, handling financial correspondence and making phone calls to organize and manage financial matters. 4.9.2.4.12. Paying bills of the consumer in a timely manner, with the intent to ensure late charges for consumer are not incurred or interest is not charged. 4.9.2.4.12.1. A justification must be provided to BCAAA for rare situations when bills are not be paid timely. 4.9.2.4.13. Expending and, if necessary, advancing costs necessary to administer Guardianship. 4.9.3. The Vendor shall adhere to all Guardianship requirements as dictated by statutes, regulations, rules and court orders. 4.9.4. All income received by a guardian of the estate of an incapacitated person, including, subject to the requirements of Federal law relating thereto, all funds received from the Veterans' Administration, Social Security Administration and other periodic retirement or disability payments under private or governmental plans, in the exercise of a reasonable discretion, may be expended in the care and maintenance of the incapacitated person, without the necessity of court approval. 13 4.9.5. If the Vendor becomes a guardian of an estate, they shall also apply to become the Representative Payee for the consumer. 4.9.6. In the event it is determined, after court appointment of Vendor as guardian, that consumer has sufficient assets to pay Vendor privately for their services, Vendor will inform BCAAA in writing that consumer’s services will be paid for with consumer’s assets and consumer will no longer require services under this Agreement. The vendor is not required to offer the same rates for private pay for services, such costs for services shall be established within the court order. 4.9.6.1. If it is discovered that a consumer had sufficient assets to pay privately for services and it was not reported, the Vendor shall repay all monthly fees that were assessed within thirty (30) days of discovery. 4.9.7. The Vendor shall attend in person, virtually or telephonically, the consumers' care planning sessions as requested by BCAAA, and at least twice per year if consumer is placed in a long-term care facility. 4.9.8. Visitation is required for all consumers the Vendor serves as limited or plenary guardian of the person. The Vendor will complete face to face visitation to consumers they are guardian for at minimum bi-monthly. The purpose is to ensure the consumer’s needs are being met and care is adequate and comprehensive. Guardians may need to visit more frequently to ensure the consumer is receiving quality care and supportive services. If a visitation is missed due to unforeseen circumstances beyond the control of the guardian, it shall be documented in the consumer’s file. 4.9.9. Visits and any relevant calls and follow through shall be documented and stored in the consumer’s case file. 4.9.10. The Vendor will have a twenty-four hour on call service to address consumer’s needs during non-regular business hours. 4.9.11. When a consumer has been admitted to a nursing home, is approved for Medical Assistance (MA), and has no other outstanding financial issues, the Vendor will seek payment through MA for Guardianship services to that consumer. In addition, Vendor will notify County in writing that consumer is being serviced through MA and will not be included on Vendor’s monthly invoice to the County. County will require repayment of County funds paid to Vendor retroactive to date consumer was determined eligible by the County Assistance Office for MA benefits. 4.9.12. Vendor is bound by the statutory provisions governing the appointment of guardians as contained in Chapter 55 of the Probate, Estates and Fiduciaries Code 20 Pa. C.S. §§ 5501-55. Vendor cannot consent to the following on behalf of County consumers: abortion, sterilization, electric shock treatment, medical experimentation, admission to inpatient psychiatric facility or state center for the mentally retarded or consent to the relinquishment of parental rights. Vendor may not block marriage of a County consumer or refuse consent to a divorce of a County consumer. 4.9.13. Vendor shall be responsible for making any court appearances on behalf of consumer, when applicable. 14 4.9.14. The Vendor shall notify BCAAA in writing if they need to resign as Guardian and BCAAA will review request and begin petitioning process for a substitute guardian. 4.10. Power of Attorney 4.10.1. The Vendor will complete necessary notifications to facilities, financial institutions and any other relevant notification within five (5) calendar days of being appointed POA. 4.10.2. The Vendor shall notify BCAAA in writing if they are removed or resign as POA for a consumer within seven (7) calendar days of the removal or resignation. 4.10.3. POA for health care services include but are not limited to: 4.10.3.1. Responsibility to make medical decisions on behalf of the consumer, when applicable. Decisions shall be based on medical information provided by consumer’s physician, information provided by consumer and/or consumer’s family when appropriate. 4.10.3.2. Responsibility to pursue eligible benefits for the consumer and coordination of services to meet the needs of the consumer. 4.10.3.3. Vendor will have a twenty-four hour on call service to address consumer’s needs during non-regular business hours. 4.10.3.4. Processing admission to a long-term care facility when determined to be needed and least restrictive alternative to meet a consumer’s needs. 4.10.3.5. Vendor shall make at minimum monthly contact with consumer to confirm their well-being and to be involved in care planning and implementation. 4.10.3.5.1. A face to face contact is required quarterly. 4.10.3.5.2. If the quarterly face to face contact is missed due to unforeseen circumstances beyond the control of the Vendor, it shall be documented in the consumer’s file and the BCAAA Deputy Director and Contract Manager shall be notified within three (3) business days. 4.10.3.6. Visits, phone calls and general interventions shall be documented and stored in the consumer’s case file. 4.10.4. POA for financial services include but are not limited to: 4.10.4.1. Assist consumer in managing monthly bills, writing checks, making deposits, handling financial correspondence and making phone calls to organize and manage financial matters. 4.10.4.2. Paying bills of the consumer in a timely manner, with the intent to ensure late charges for consumer are not incurred or interest is not charged. 4.10.4.3. A justification must be provided to BCAAA for rare situations when bills are not paid timely. 15 4.10.4.4. Provide funds and assist with purchasing needed personal items for a consumer’s personal needs. 4.10.4.5. Consolidating and establishing bank accounts. 4.10.4.6. Management and payment of consumer’s debts. 4.10.4.7. Management of consumer’s personal property. 4.10.4.8. Sale and disbursement of consumer’s home and personal effects, and management of any identified assets when needed to manage the consumer’s estate. 4.10.4.9. Establishing burial trusts. 4.10.4.10. Application to Medical Assistance Programs as needed. 4.10.4.11. Application for Representative Payee through Social Security when appropriate. 4.10.4.12. Making court appearances on behalf of consumer for issues related to estate or finances. 4.10.4.13. Acquiring, conserving and disbursing assets of the consumer. 4.10.4.14. Taking all necessary steps to provide adequate safeguards against theft or other misappropriation of a consumer's resources when managing any aspect of the consumer’s finances. 4.11. Representative Payee 4.11.1. Representative Payee services include but are not limited to: 4.11.1.1. Apply for Representative Payee within ten (10) calendar days of receiving the referral from BCAAA; 4.11.1.2. Determine the beneficiary’s needs and use his or her Social Security (SS) payments to meet those needs; 4.11.1.3. Save any money left after meeting the beneficiary’s current needs in an interest- bearing account or savings bonds for the beneficiary's future needs; 4.11.1.4. Provide funds and assist with purchasing needed personal items for a consumer’s personal needs; 4.11.1.5. Report any changes or events to the Social Security Administration (SSA) which could affect the beneficiary's eligibility for payments; 4.11.1.6. Keep records of all payments received, spending and ongoing balances for account related to SS; 4.11.1.7. Provide all records of how payments are spent or saved to SSA upon request; 16 4.11.1.8. Report to BCAAA and SSA any changes that would affect your performance or your continuing as payee; 4.11.1.9. Complete reports accounting for your use of payments, as required; 4.11.1.10. Return to SSA any payments to which the beneficiary is not entitled; and 4.11.1.11. Return to SSA any payments saved when you are no longer the Representative Payee for the beneficiary. 4.12. Consumer Records 4.12.1. Vendor will maintain separate case records for all guardian, Representative Payee, and POA consumers in a secure location at Vendor’s office. Case records shall include the following: referral information, intake information, consumer profile, progress notes and any other appropriate information/documentation related to consumer. 4.12.2. As required by Pennsylvania law, all consumer accounts shall be kept separate and in their own names. Documentation showing distributions to and disbursements on behalf of the consumer shall also be maintained by Vendor. 4.12.3. Guardianship, Representative Payee, and POA consumer records shall be available to BCAAA for review as requested. 4.13. Reporting 4.13.1. Vendor, as guardian, shall make all required reports to the courts in accordance with Pennsylvania Statutes. 4.13.2. Vendor, as guardian, shall comply with the court’s requirement that documentation must be entered in the Guardianship Tracking System (GTS). 4.13.3. Each guardian of an incapacitated person shall file with the court a report, at least once within the first 12 months of his appointment and at least annually thereafter, attesting to the following: 4.13.3.1. Guardian of the Estate 4.13.3.1.1. current principal and how it is invested; 4.13.3.1.2. current income; 4.13.3.1.3. expenditures of principal and income since the last report; and 4.13.3.1.4. needs of the incapacitated person for which the guardian has provided since the last report. 4.13.3.1.5. Must also submit an initial inventory within 90 days. 4.13.3.2. Guardian of the Person 4.13.3.2.1. current address and type of placement of the incapacitated person; 17 4.13.3.2.2. major medical or mental problems of the incapacitated person; 4.13.3.2.3. a brief description of the incapacitated person’s living arrangements and the social, medical, psychological and other support services he is receiving; 4.13.3.2.4. the opinion of the guardian as to whether the Guardianship should continue or be terminated or modified and the reasons therefor; and 4.13.3.2.5. number and length of times the guardian visited the incapacitated person in the past year. 4.13.4. A Representative Payee shall submit an annual account to the applicable federal agency. 4.13.5. The Vendor shall forward to the BCAAA copies of the annual report to the court for all Guardianship consumers being served under this agreement. Failure to do so may result in the withholding of payments to the Vendor until such reports are received by the BCAAA. 4.13.6. Provide the BCAAA Deputy Director and Contract Manager written notification within seven (7) calendar days regarding the death, long term care placement, or termination of services to any consumer served under this agreement. 4.13.7. Within sixty (60) days of the death of the incapacitated person or an adjudication of capacity and modification of existing orders, the guardian shall file a final report with the court. 4.14. Billing 4.14.1. In the event it is determined, after court appointment of Vendor as guardian and the consumer has been paying the Vendor privately, that consumer no longer has sufficient assets to pay Vendor privately for their services. Vendor will inform BCAAA in writing that consumer’s services can no longer be paid for with consumer’s assets and provide proof of the consumer’s assets within thirty (30) days of the determination. 4.14.2. The Vendor may invoice BCAAA for initial Guardianship fees as identified in Clause 4.14.4.1 regardless of the consumer’s ability to pay privately. 4.14.3. BCAAA reserves the right to bill the consumer’s estate for services leading up to the appointment of the Guardianship, POA, and Representative Payee. 4.14.4. Billable Service Units 4.14.4.1. Initial one-time fee for Guardianship of Estate and/or Person Services for one eligible consumer: $400.00 4.14.4.2. Monthly fee for Guardianship of Estate and/or Person Services for one eligible consumer. Estate: $175.00, Person: $150.00, Estate & Person Combined: $175.00 4.14.4.3. Monthly fee for Representative Payee Services for one eligible consumer in the community or a facility: $110.00 18 4.14.4.4. Monthly fee for POA Services for one eligible consumer in the community: $150.00 4.14.4.5. Monthly fee for POA Services for one eligible consumer in a facility: $100.00 4.14.4.6. Initial one-time fee for Emergency Guardianship of Estate and/or Person Services: $475.00 4.14.5. Vendor will not include charges on monthly invoice to County for the completion of record keeping. It is understood by Vendor that case documentation is a requirement of Court Order appointing Vendor as guardian of a consumer. In addition, it is understood by Vendor that case documentation is required to appropriately perform POA responsibilities. 4.15. Invoices 4.15.1. Invoices shall include the following information: 4.15.1.1. The initials and SAMS/Wellsky ID for each consumer served; 4.15.1.2. The SAMS/Wellsky ID shall be provided at the time of the referral; 4.15.1.3. The service provided for each consumer; 4.15.1.4. The total cost for each consumer; 4.15.1.5. A summary page that includes: 4.15.1.5.1. number of unduplicated consumers served for each billable service; 4.15.1.5.2. the total cost for each billable service; and 4.15.1.5.3. the total cost for all services. 4.16. Monitoring 4.16.1. The BCAAA shall monitor Vendor activities and performance for consumers served under this agreement. Activities may include but are not limited to the review of procedures, policies, insurance, consumer files and finances, etc., and must be sufficient for the BCAAA to gain a clear and accurate picture of the services being provided. 4.16.2. In cases of serious deficiencies affecting the health or safety of a consumer or in cases of continued uncorrected deficiencies, BCAAA will take one or more of the following actions: 4.16.2.1. Increase monitoring until the Vendor clears the deficiency; and/or 4.16.2.2. Suspend future referrals for Guardianship, Representative Payee and POA services to the Vendor 19 4.17. Qualifications / Experience 4.17.1. Proposing Firm 4.17.1.1. The proposing firm shall at minimum: 4.17.1.1.1. have three (3) years’ experience in Pennsylvania, providing guardianship, representative payee and power of attorney services; 4.17.1.1.2. have demonstrated past performance related to the ability to meet schedules and deadlines 4.17.1.1.3. have demonstrated past exceptional performance and provide references related to developing and implementing programming 4.17.1.2. It is important to note that “proposing firm” refers to the company that would enter into the Agreement with the County. To be considered, the proposing firm must meet or exceed the benchmarks set forth above on its own merit. The experience and qualifications of firms that the proposing firm will partner with in the performance of this Program, cannot be used to bring a proposing firm’s less than required experience and qualifications up to the benchmark. Also, important to note is that the County is not interested in a joint venture Program but prefers to enter into the Agreement with a single entity. 4.17.1.3. Each proposing firm shall certify that it is not currently under suspension or debarment by the Commonwealth of Pennsylvania or federal government. If the proposing firm cannot so certify, then it shall submit a written explanation of why such certification cannot be made. 4.17.2. Program Team 4.17.2.1. The program manager shall at minimum: 4.17.2.1.1. have three years’ experience in Pennsylvania, providing guardianship, representative payee and power of attorney services 4.17.2.1.2. on past projects have demonstrated skills, technical knowledge, and administrative capability to serve all the requirements of the proposed program 4.17.2.1.3. possess certifications, licenses and proficiency in the application of requirements and guidelines as applicable. 4.17.2.2. The Program team shall at minimum: 4.17.2.2.1. have three (3) years’ experience in providing guardianship, representative payee and power of attorney services 4.17.2.2.2. on past programs have demonstrated skills, technical knowledge, and administrative capability to serve all the requirements of the proposed program specifications. 20 4.18. Program Timeline The successful Proposer(s) will be required to begin the work by May 3, 2021 upon receipt of the County’s issuance of the notice to proceed. 5. SECTION 5 - Proposal Format and Content 5.1. Submission of Proposal 5.1.1. Proposals shall be submitted with one (1) original and four (4) copies printed on 8½” x 11” paper, and one (1) electronic copy of the Proposal and an electronic excel file of Price Proposal on a CD or thumb drive to: County of Berks, c/o County Controller, Berks County Services Center, 633 Court Street, 12th Floor, Reading, PA, 19601. The original Proposal shall be marked “original” and each copy of the Proposal must be a complete copy of the original including all attachments and appendixes. Proposals received after the Proposal Deadline will not be considered. As there have been mail delays in the past, Proposer shall mail any RFP response with sufficient lead time to allow for such delays in the delivery. 5.1.2. Proposals shall be submitted in two (2) parts – a “Technical Proposal” and “Price Proposal”. The Technical Proposal shall cover the technical aspects of the Services but shall not include any mention of proposed fees or out-of-pocket expenses. The Price Proposal shall include all details as required under Section, Clause 5.12. The Technical Proposal and the Price Proposal shall be submitted in separate sealed, opaque envelopes or containers with the words “Sealed Technical Proposal – RFP #20-27-CN” and “Sealed Price Proposal – RFP #20-27-CN” clearly printed on the outside of each package. Proposals received via facsimile will not be considered. 5.1.3. Each Proposal section enumerated in paragraph 5.3 – 5.12 must be clearly identified and tabbed in the submitted Proposal. 5.2. Proposal Format The County discourages overly lengthy and costly proposals; however, Proposers should follow the format set out herein and provide all of the information requested. For a Proposal to be considered, Proposers must follow the instructions outlined in this RFP. 5.3. Transmittal Letter Proposals shall include a brief letter which provides the company’s name; address of the main office and any branch offices; telephone and fax number for each office; name, title, telephone number, fax number, and email address of the company’s contact person for this program; a statement that the Proposal is in response to this RFP; and the signature, typed name, and title of an individual who has actual authority* to commit the Proposer to the Proposal. The transmittal letter shall also include an acknowledgement of each RFP addendum received (if applicable), and a statement that the Price Proposal is valid for at minimum ninety (90) days from the Proposal opening date. *Proposals by individuals must be signed personally, with name typed below signature, and witnessed. A complete address and trade name must be provided. Proposals by partnerships must include the typed names and business address of all partners and the trade name of the company. The Proposal must be signed by at least one general partner, whose signature must be witnessed. Proposals by corporations must include the typed name of the 21 corporation, the State of incorporation, and the principal officer of the corporation. The Proposal must be signed by the President or Vice-President (or by an officer or agent duly authorized to bind the corporation to a contract, proof of whose corporate authority shall be attached), and attested by the Secretary, Assistant Secretary, or Treasurer of the corporation. 5.4. Understanding of the Services Proposers must provide a comprehensive narrative statement that illustrates their understanding of the requirements of the Services, and illustrates how their methodology will serve to accomplish the work and meet the County’s schedule. Proposers must describe how they will approach the Services; describe the methods and frequency of interface between your program team members and the County’s program team members in performing the Services; and indicate how often the program manager and the program team members will be on site in the performance of Services. 5.5. Qualification Statement 5.5.1. Each Proposal shall include, at minimum, the following information about the company: 5.5.1.1. The number of years the company has been in business. 5.5.1.2. The number of years the company has facilitated Guardianship, Representative Payee, and Power of Attorney services. 5.5.1.3. The type of organization of the company. (i.e. Corporation, Partnership, Sole Proprietorship). 5.5.1.4. The names and titles of the company’s principals. 5.5.1.5. The company’s most recent annual report or the company’s most recent income statement, balance sheet, and statement of cash flow accompanied by an auditor’s report attesting to the accuracy of these financial statements. 5.5.2. The following questions should be answered thoroughly as part of the Proposal: 5.5.2.1. What is the company’s main business focus? 5.5.2.2. What are the strengths of the company and how will the County benefit from those strengths? 5.5.3. Each Proposal shall address the company’s qualifications for the development and completion of the Services based on the following: 5.5.3.1. List and describe the company’s experience with Guardianship, Representative, and Power of Attorney services. For each listed program include: name and location of program; reference contact name; and telephone number; email address; actual total program cost and number of consumers served; program start date and end date; and summary description of the program. Additionally, include one monitoring report that was supplied to each agency/government. 5.5.3.2. Identify the program manager and submit this individual’s credentials (work/program experience and education), evidencing the experience required in 22 Section 4, Clause 4.17.2.1 herein. List the names and titles of your planned program team members and describe their individual levels of experience and expertise with this type of program, evidencing the experience required in Section 4, Claude 4.17.2.2 herein. Include an organizational chart showing the reporting structure of the team members. 5.5.3.3. Describe the company’s capacity to execute the Services within the proposed term. Describe the company’s willingness and ability to commit personnel to meet the scope and schedule of the Services. (Include a list of current programs and the anticipated end dates of these programs.) 5.6. Conflict of Interest 5.6.1. Each Proposal shall include a conflict of interest statement indicating whether or not any principals in the company, their spouse, or their child is employed by the County of Berks, and whether or not the company or any individuals providing Services has a possible conflict of interest, and, if so, the nature of that conflict. Furthermore, Proposers shall complete the Non-Collusion Affidavit Form attached to this RFP as Attachment C and submit an executed copy with its Technical Proposal. 5.6.2. To preserve the integrity of County employees and elected officials and to maintain public confidence in the RFP process, the County prohibits the solicitation or acceptance of anything of value by a County employee or elected official from any person seeking to initiate or maintain a business relationship with County departments, boards, commissions, and agencies. 5.6.3. Proposers shall not pay any salaries, commissions, fees, or make any payments or rebates to any employee, elected official of the County or their designees. Nor shall any Proposer favor any employee, elected official of the County or their designees with gifts or entertainment of significant cost or value, or with services or goods sold at less than full market value. 5.6.4. The County reserves the right to disqualify a Proposer or cancel an award of the Agreement if any interest disclosed from any source could either give the appearance of a conflict or cause speculation as to the objectivity of the program to be performed by the Proposer. The County’s determination regarding any question of conflict of interest shall be final. 5.7. Subcontractors 5.7.1. Subcontractors may be used to perform portions of Services. If a Proposer intends to use subcontractors, the Proposer must identify in its Proposal the names of the subcontractors and the portions of Services the subcontractors will perform in its Proposal. Proposals must contain the following information concerning each prospective subcontractor: 5.7.1.1. Complete name of the subcontractor. 5.7.1.2. Complete address of the subcontractor. 5.7.1.3. Type of Services the subcontractor will be performing. 23 5.7.1.4. Percentage of Services the subcontractor will be performing. 5.7.1.5. Evidence that the subcontractor holds a valid Pennsylvania business license. 5.7.1.6. A written statement, signed by each proposed subcontractor, that clearly verifies that the subcontractor is committed to render the Services required. 5.7.2. A Proposer’s failure to provide this information in its Proposal may cause the County to consider the Proposal non-responsive and reject the Proposal. 5.8. Insurance Each Proposer must provide with its Proposal a sample certificate of insurance evidencing, at minimum, the insurance coverage types and levels set forth in the Proposed Form of Agreement and General Conditions. 5.9. Counter Terms The Proposer shall specify any exceptions or objections taken to this RFP or the Proposed Form of Agreement and General Conditions, attached hereto as Attachment A, for the County to consider when evaluating the Proposal. Each provision the Proposer takes exception to shall be specifically identified (including a citation to the paragraph such provision is found) with the Proposer’s suggested modification. It is understood that the Proposer takes no exception to the provisions of the RFP and form of Agreement not specifically identified as an exception or objection in this section of its Proposal. 5.10. Program Schedule Proposals shall include the Proposer’s planned program schedule during the term of the Agreement. 5.11. Alternative Proposals Proposers are encouraged to review the scope of Services created by the County and the various task requirements called for within the scope of the Scope of Work. If the Proposer believes that there are alternate methods for meeting any of the RFP requirements different than those envisioned by the County, the Proposer should detail these and submit them as a separate section within the Proposal. 5.12. Price Proposal (the paper and electronic Price Proposal shall be submitted in a separate sealed envelope) 5.12.1. Vendor shall utilize the rates from Section 4.14.4 for the services performed and alternative rates will not be accepted. 5.12.2. Capitalized fixed assets Vendor shall include depreciation expense. 5.12.3. Proposers are to take into account the project funding available from the services outlined herein as identified in Section 4, Scope of Work. Refer to Attachment A, Proposed Form of Agreement and General Conditions, Clause 11, 40, and 41 for further details pertaining to finding and allocation. 24 6. SECTION 6 - Evaluation Criteria and Process 6.1. A committee of County personnel representing the functions of the Berks County Area Agency on Aging will review and evaluate Proposals submitted in response to this RFP (“Evaluation Committee”). The proceedings of the Evaluation Committee are confidential. Members of the Evaluation Committee are not to be contacted by the Proposers. All communication between a Proposer and the County shall be through Candace L. Noll, Contract Manager. 6.2. Proposals will be evaluated against the following criteria using a pass/fail determination. 6.2.1. Financial stability of the Proposer (based on our examination of the required financial statements). 6.2.2. Compliance with the essential minimum experience and qualifications of the Proposer. 6.2.3. Compliance with the essential minimum experience and qualifications of the program team members. 6.2.4. Evidence of sufficient levels of insurance coverage. 6.3. Proposals must pass this first tier evaluation to move on to the second-tier evaluation described below. 6.3.1. Proposals will be evaluated against the following criteria using point-rated scoring. 6.3.1.1. Price 6.3.1.2. Ability (Resource Commitment) – The Proposer’s ability to perform the required service expeditiously. The Proposer must have the resources to be capable of meeting the required program completion schedule. 6.3.1.3. Competence (Qualifications of Personnel) – The Proposer’s competence in performing the required service as indicated by the training, education and experience of the personnel assigned to the program team. The Proposer must have in their possession all appropriate and required certifications, permits, and licenses. 6.3.1.4. Past Performance – The Proposer’s past performance on similar programs. If the County cannot verify references based on the information provided in the Proposal, the scoring for this criteria factor may be affected. 6.3.1.5. Quality and Feasibility (Technical & Organizational Approach) – The quality and feasibility of the Technical Proposal and the Proposer’s understanding of the program’s requirements and the overall goals and objectives of the program. 6.3.1.6. Proposal Content/Format – The Proposal’s compliance with the content and format requirements of the RFP. ATTACHMENT A – PROPOSED FORM OF AGREEMENT AND GENERAL CONDITIONS 1 AGREEMENT # THIS AGREEMENT (“Agreement”) is entered into by and between the County of Berks with offices at Berks County Services Center, 633 Court Street, Reading, Pennsylvania, 19601 (hereinafter “County”) and Vendor with offices at [ ] (hereinafter “Vendor”). Background The County desires to engage the Vendor for the provision of Guardian, Representative Payee, and Power of Attorney Services for the Berks County Area Agency on Aging in accordance with the requirements set forth in the County’s Request for Proposal #20-27-CN inclusive of all addendums (“RFP”), and Vendor’s Proposal thereto dated Month Day, Year, both of which are incorporated in this Agreement by reference. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and intending to be legally bound hereby, the parties agree as follows: 1. Definitions Capitalized terms not defined herein shall have the meaning set forth in the RFP. 2. Engagement Subject to the terms and conditions set forth in this Agreement, the County hereby engages the Vendor to perform the Services set forth in the RFP on behalf of the County consistent with the terms of this Agreement. 3. Term of Agreement This Agreement shall be effective May 1, 2021 through June 30, 2024 unless terminated in accordance with the terms and conditions of this Agreement. 4. Scope of Work 4.1. The Services shall include, without limitation, Guardian, Representative Payee, and Power of Attorney Services for the Berks County Area Agency on Aging as per RFP #20-27-CN. 4.2. The following County employee(s) are hereby authorized to place orders under this Agreement: 4.2.1. Jessica Jones 4.2.2. Todd Reinert 5. Time is of the Essence Time is of the essence in the performance of this Agreement. The schedule for the performance of Services is identified in RFP #20-27-CN. If the completion of Services is delayed, the County reserves the right, without liability, and in addition to its other rights and remedies, to terminate this Agreement by notice, and to procure substitute Services from another vendor. The Vendor shall reimburse the County for the costs to procure substitute Services. ATTACHMENT A – PROPOSED FORM OF AGREEMENT AND GENERAL CONDITIONS 2 6. Fees As set forth in Vendor’s Price Proposal dated , including the Best & Final Offer dated . The Agreement resulting from the award of this RFP will be for a set fee amount and shall not exceed $ for Guardianship, Representative Payee, and Power of Attorney Services for Year 1 through 3. Additional years will be determined at a later date. 7. Notices and Program Manager All necessary coordination and communication required to carry out this Agreement, including meetings between the parties, as well as all written notices, shall be done through the individuals indicated below. Written notices shall be effective when delivered by hand, or if sent by registered or certified mail, or verified facsimile, or by confirmed courier to the address of each party indicated below. County: Vendor: Attention County of Berks Contract Manager, Berks County Area Agency on Aging Address 633 Court Street 8th Floor, Services Center Reading, PA 19601 Telephone 610-478-6500 Fax 610-478-6886 Email tareinert@countyofberks.com Written notices shall be copied to: County of Berks, Attn: Kelly A. Laubach, Berks County Services Center, 633 Court Street, 13th Floor, Reading, PA, 19601. Fax: 610-898-7404. 8. Invoicing / Payment 8.1. Invoices must reference the above noted Agreement number. Original invoices shall be submitted to: County of Berks, Attn: Fiscal Manager, Berks County Area Agency on Aging, 8th Floor, Services Center, Reading, PA 19601. 8.2. Vendor must submit the invoice within ten (10) days of the close of the month in which services were rendered. 8.3. Vendor may submit invoices no more than once per month for Services properly performed under this Agreement. No advance payments or billings are allowed. Payment by the County shall require the submittal of an itemized invoice, which shall include, but not be limited to, a description of the Services performed, the associated fee for each task, and the date(s) of performance for each task. The County shall render payment within forty-five (45) days of the County’s receipt of a properly prepared invoice. Payment shall be considered made when the County mails the check. Undisputed amounts unpaid after thirty (30) days of the County’s receipt of a properly prepared invoice shall bear interest at a rate of three percent (3%) per annum. ATTACHMENT A – PROPOSED FORM OF AGREEMENT AND GENERAL CONDITIONS 3 9. Insurance 9.1. The Vendor, at its sole expense, shall carry and maintain, in full force at all times during the term of this Agreement, the following insurance coverages: 9.1.1. Comprehensive General Liability insurance covering bodily injury and property damage with limits of not less than $1,000,000 per occurrence and $2,000,000 aggregate; 9.1.2. Commercial Automobile Liability insurance with a combined single limit of not less than $1,000,000; 9.1.3. Professional Liability insurance with limits of not less than $1,000,000 per occurrence and $2,000,000 aggregate; 9.1.4. Umbrella/Excess Liability insurance with limits of not less than $2,000,000 per occurrence and $2,000,000 aggregate; and 9.1.5. Worker’s Compensation insurance in statutory limits; and Employer’s Liability insurance with limits of not less than $100,000 each accident, $500,000 disease-policy limit, and $100,000 disease-each employee. 9.2. Prior to the commencement of the performance of Services, Vendor shall furnish to the County a certificate of insurance evidencing all required coverage with at least the limits required herein, naming the County of Berks, its elected officials, agents, and employees as Additional Insured for “ongoing operations” and “products and completed operations” for a period of three (3) years after final payment under the Commercial General Liability Coverage. Coverage should be provided by ISO Endorsements CG20 10 07 04 and CG2037 07 04 or their equivalent. Vendor’s Commercial General Liability and Umbrella/Excess Policy shall be Primary to and will not require contribution from any other insurance under which the Additional Insured is a Named Insured. To the fullest extent permitted by applicable state law, all policies shall contain a Waiver of Subrogation Clause. The County of Berks reserves the right to waive the waiver of subrogation for any and all worker’s compensation policies that are provided under the State Worker’s Insurance Fund (SWIF). The Certificate shall note the program and provide that no policies may be cancelled without thirty (30) days advance notice to the County. Such certificate shall be issued to: County of Berks, Attn: Contract Coordinator, 633 Court Street, 13th Floor Services Center, Reading, PA 19601. All insurance policies shall be in effect with companies holding an A.M. Best rating of “A-” or better or financial rating of IX or better with the A.M. Best’s Company Key Rating, Guide Latest Edition and shall be licensed or authorized to do business in the Commonwealth of Pennsylvania. Such companies shall also be acceptable to the County. Said policies shall remain in full force and effect until the expiration of the terms of the Agreement or until completion of all duties to be performed hereunder by the Vendor, whichever shall occur later. ATTACHMENT A – PROPOSED FORM OF AGREEMENT AND GENERAL CONDITIONS 4 10. Precedence Where a conflict exists between the RFP and the Vendor’s Proposal, the Vendor shall provide the higher quality or quantity of Services except as specifically addressed in this Agreement. Where a conflict exists between these General Conditions and RFP or the Vendor’s Proposal, the terms of these General Conditions shall prevail. 11. Availability of Appropriated Funds The parties agree that any and all payments due from the County, as required under the terms of the Agreement, are contingent upon the availability of appropriated funds. 12. Taxes The County is exempt from all Federal excise and transportation taxes, and Pennsylvania sales and use tax. The County’s registration number with the Internal Revenue Service is 23-6003049. No exemption certificates are required, and none will be issued. Nothing in this paragraph is meant to exempt the Vendor from the payment of any applicable sales tax or use tax required to be paid with respect to its purchase or use of tangible personal property used or transferred in connection with its performance of Service. Only the County is required by law to pay any excise tax and then seek a refund or credit, the Vendor may separately charge the County the amount of the tax as a reimbursable expense. 13. Ownership of Work Product The County, its departments, employees, agents or assigns shall have the unrestricted right and authority to reproduce, distribute and use in whole or in part any submitted report or written materials generated by the Vendor in the performance of this Agreement. The ownership and right of control of all reports, records, and supporting documents prepared in connection with the services contemplated herein shall vest exclusively with the BCAAA and shall remain, at all times, at the Vendor’s Office, with a copy sent to the BCAAA, however, that Vendor shall have such right of access to such reports, records, and supporting documentation as necessary for the provision of professional services hereunder. The Vendor shall notify the Executive Director and Deputy Director of the BCAAA, who then shall notify other affected County Officials, anytime the Vendor receives a request for Aging Records. In addition, for Protective Services cases, an in-camera review shall be completed before a record is disclosed. Vendor shall notify the County if a motion is filed, so that the County can respond to said motion. 14. Patents, Copyrights, Trademarks Vendor warrants, represents and covenants that the Goods and the sale and use thereof do not infringe directly or indirectly any valid patent, copyright, property right or trademark and Vendor agrees, at its cost and expense, to indemnify and hold the County free and harmless from and against any and all costs, expense, liabilities or damages, including attorneys’ fees, arising out of alleged or actual patent, copyright, property right, trademark or trade secret infringement resulting from the sale or use of deliverables provided in the performance of Services. 15. Records, Audit and Inspection 15.1. Vendor shall maintain such records as may be necessary to adequately reflect the accuracy of Vendor’s charges and invoices for reimbursement under this Agreement and such other additional records as the County may reasonably require in connection with this Agreement. Vendor shall preserve such records in accordance with statutory requirements, but in no case for less than three (3) years after the date of final payment, without additional reimbursement or compensation therefor. The County and its duly authorized representatives shall have the ATTACHMENT A – PROPOSED FORM OF AGREEMENT AND GENERAL CONDITIONS 5 right, from time to time, and upon reasonable notice, to audit, inspect and verify the records kept by Vendor in connection with this Agreement. The County and its duly authorized representatives shall have the right to visit, observe, audit, and inspect, during the Vendor’s normal business hours, Vendor’s production and related facilities utilized to perform its obligations under this Agreement. 15.2. Monitoring 15.2.1. Vendor shall make available to BCAAA during the term of the contract all pertinent financial, program, administrative and personnel records, reports, documents and files related directly or indirectly to Vendor’s activities under and compliance with the contract. 15.2.2. BCAAA programmatic monitoring shall occur on a day-to-day basis as well as through site visits to be scheduled throughout the contract term. Site monitoring visits shall be conducted at a minimum of once per year. 15.2.3. Areas to be monitored may include but are not limited to: invoice submission/accuracy, incident reports, time sheets, staffing, staff retention, training, supervision, employee records, and consumer satisfaction. Unsatisfactory performance shall jeopardize contract continuation or renewal. 15.2.4. Monitoring tools outlining acceptable evidence are used in evaluating compliance with regulatory requirements, service standards, documentation and reporting requirements. 15.2.5. Discrepancies during the monitoring visit will be documented by the County and forwarded to the Vendor’s Director for review and correction. A follow-up visit may occur to determine the disposition of outstanding improvement recommendations. 16. Warranty Vendor warrants to the County that all Services shall be done in a skilled manner and shall comply with industry standards. Vendor shall promptly re-perform Services, after receiving notification from the County of defects or nonconformance. 17. Indemnity Vendor agrees to indemnify and hold harmless the County, its elected officials, employees and agents from and against any and all liability, damages, claims, suits, liens, and judgments (including reasonable attorney’s fees), of whatever nature, for injuries to or death of any person or persons, or loss of or damage to property, to the extent attributable to the negligent acts or omissions or willful misconduct of Vendor or its subcontractors or any of their respective agents, servants, or employees or Vendors’ failure to perform in accordance with the provisions of this Agreement. 18. Force Majeure Neither party shall be liable for any failure or delay in its performance resulting from any reasonably foreseeable cause beyond its reasonable control including, but not limited to, acts of God; acts or omissions of civil or military authority; fires, floods; unusually severe weather; strikes or other labor disputes; embargoes; wars; political strife; riots; delays in transportation; sabotage; or fuel, power, ATTACHMENT A – PROPOSED FORM OF AGREEMENT AND GENERAL CONDITIONS 6 material or labor shortages, provided that the affected party notifies the other party, in writing, within forty-eight (48) hours subsequent to the commencement of an occurrence of force majeure. 19. Additional Services In the event the Vendor determines that any alteration, modification or addition to the Services is necessary (“Additional Services”), the Vendor shall submit a proposal to the County setting forth in reasonable detail the scope of such Additional Services, the estimated time and price of performing the Additional Services and any potential impact on the then-existing Services and any fees related thereto. The Vendor shall obtain the prior written approval from the County before performing any Additional Services. The Vendor shall not be entitled to additional compensation for any work or materials associated with Additional Services unless it received such approval. If approved by the County, the Vendor shall perform or cause to be performed such Additional Services in accordance with the terms of this Agreement. 20. Termination for Convenience The County reserves the right, at any time and for its convenience, to terminate this Agreement in whole or in any separable part by written notice to Vendor. Such notice shall be provided at least thirty (30) days prior to the intended termination date. Vendor shall be compensated for Services performed in accordance with the provisions of this Agreement up to the effective date of termination, less any payments previously made by the County for such Services, but in no event shall Vendor be entitled to recover lost or expected profit or termination expenses. 21. Termination for Cause 21.1. In the event that either the Vendor or the County defaults in the performance of any obligation specified herein, the non-defaulting party shall notify the other party in writing and may suspend the Agreement, in whole or in part, pending remedy of the default. If such default is not remedied within fifteen (15) days from the date of receipt of such notice, or if the other party is diligently attempting to cure such default but is unable to cure such default within thirty (30) days from the date of receipt of such notice, then the non-defaulting party shall have the right to terminate the Agreement immediately by providing written notice of termination to the other party. 21.2. In the event of such notice of breach, and a failure to cure same, all finished or unfinished documents, dates of studies and reports prepared by Vendor shall at the option of the County become its property and Vendor shall be entitled to receive just and equitable compensation for any satisfactory work completed on such documents through the date of termination. 21.3. Notwithstanding the above, Vendor shall not be relieved of any liability to the County for damages sustained by the County by virtue of any breach of the Agreement by Vendor. The County may withhold any payments to Vendor for the purpose of set off until such time as the exact amount of damage due the County from Vendor is determined. 21.4. In the event that a Vendor's agreement is terminated, whether for cause or through nonrenewal, and a new Vendor is awarded the agreement, the existing Vendor must participate in a plan of transition as developed by County. This plan may include a gradual transfer of consumers to the new agency prior to the end of the existing Vendor's agreement period. ATTACHMENT A – PROPOSED FORM OF AGREEMENT AND GENERAL CONDITIONS 7 21.5. Existing Vendors are prohibited from communicating with consumers regarding changes in Vendor agencies. County will notify all consumers in writing regarding the change in service Vendor. 21.6. If this Agreement is only terminated by County in part, Vendor shall continue performance of this Agreement to the extent not terminated, provided, however, that said continuation by Vendor shall take place only after County's evaluation of any and all surrounding circumstances. 21.7. After the effective date of any termination by County and except as otherwise stated by County, Vendor shall: 21.7.1. Stop work under this Agreement to the extent specified in such termination notice. 21.7.2. Place no further orders and/or agreements for materials, services and/or facilities except as may be necessary for completion of any such portion of work under this Agreement that is not subject to termination. 21.7.3. Terminate any and all orders and/or contracted work to the extent that relates to the performance of any work terminated. 21.7.4. Settle any and all outstanding liabilities and any and all claims arising out of any such termination of orders and/or agreements, to the extent County may require, and/or upon County's written approval of any such settlement. 21.7.5. Return to County any and all funds received not expended for any services and/or materials pursuant to this Agreement. 21.8. The remedies set forth above shall be cumulative and shall be in addition to any and all other rights and remedies otherwise available to the County at law or in equity. 21.9. If, during the term of this Agreement, Vendor shall be adjudged bankrupt, make a general assignment for the benefit of its creditors, or become insolvent, Vendor shall give the County written notice of such occurrence as soon as is legally permissible. If such occurrence or proposed occurrence is unacceptable to the County, the County may terminate this Agreement immediately upon written notice thereof to Vendor. 21.10. If the County terminates this Agreement for cause, in whole or in part, the County may acquire, correct, or replace Services similar to those terminated, by contract or otherwise, and the Vendor shall reimburse the County for any costs incurred by the County thereby, or an equitable reduction to the Vendor’s compensation shall be made. 22. Claims for Consequential and/or Incidental Damages The Vendor waives claims against the County for lost or expected profits, consequential damages and/or incidental damages arising out of or relating to this Agreement. ATTACHMENT A – PROPOSED FORM OF AGREEMENT AND GENERAL CONDITIONS 8 23. Release of Liens Before any payment hereunder shall become due, the County, at its option, may require Vendor to furnish reasonable evidence of the payment of all subcontractor accounts for labor and materials pertaining to Vendor’s performance hereunder. Prior to payment, the County reserves the right to require Vendor to furnish the County with a full and complete release of liens from all persons furnishing labor and materials toward the performance hereof, and in any event, Vendor agrees to indemnify and hold harmless the County, its officials, employees and agents from and against any and all liens and encumbrances arising out of Vendor’s performance of this Agreement. 24. Assignment Vendor shall not assign this Agreement in whole or in part nor delegate any duties, without the prior written consent of the County. Such consent shall not be unreasonably withheld. Any assignment consented to by the County shall be evidenced by a written assignment agreement executed by the Vendor and its assignee in which the assignee agrees to be legally bound by all of the terms and conditions of the original Agreement and to assume the duties, obligations, and responsibilities being assigned. 25. Publicity Neither Vendor nor any tier subcontractor shall use the name of the County of Berks or quote the opinion of any County employee in any advertising, publicity, endorsement or testimonial, without the prior written approval of the County. 26. Compliance with Laws In the performance of this Agreement, Vendor shall comply with all applicable laws, ordinances, rules and regulations of governmental authorities. Vendor shall minimize pollution and shall strictly comply with all applicable environmental laws and regulations. Vendor shall give required notices, and secure and pay for any permits, licenses, and easements required for performance of services. The Vendor shall give any and all necessary formal notices required in conjunction with the lawful prosecution of the Services. 27. Health and Safety The Vendor shall, at all times, control the health, safety and welfare of its employees and subcontractors. Vendor shall: 27.1. comply with all federal, state and local regulations, as well as all safety information and instructions as may be set forth in writing or otherwise provided by the County; 27.2. promptly report to the County all incidents with potentially adverse safety, health or environmental implications, including slips, falls, equipment malfunctions, fume releases and any situation requiring first-aid or medical observations or treatment; 27.3. promptly report to the County all cases Vendor determines to be recordable on the OSHA 300 log or its equivalent and upon request, provide the County with a copy of the OSHA 300 log and all supporting forms; 27.4. properly maintain, inspect and supervise its designated work area and roadways to keep them in reasonably safe condition; ATTACHMENT A – PROPOSED FORM OF AGREEMENT AND GENERAL CONDITIONS 9 27.5. supply the applicable Material Safety Data Sheet (MSDS) on all products supplied to the County or used on County property; 27.6. use, handle, store and dispose of any hazardous materials or waste while on the County’s property in strict compliance with applicable laws and as instructed in the Material Safety Data Sheet(s); and 27.7. keep the County’s property free of waste as the work progresses and, on completion of such activities, leave the site “broom clean” and tools, equipment and materials furnished shall be so placed and maintained as to permit unobstructed access to the work and to minimize exposure to personal injury or fire loss in a location approved by the County. The County may remove waste or store Vendor’s tools, equipment and materials if Vendor fails to properly do so and the Vendor shall reimburse the County for any costs incurred, including charges for employee time, within seven (7) days of demand. 28. Equal Employment Opportunity 28.1. In accordance with (2 CFR § 200.326), Appendix II, the Vendor shall comply to the applicable provision in accordance with Executive Order 11246, “Equal Employment Opportunity” (30 FR 12319, 12935, 3 CFR Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and implementing regulations at 41 CFR part 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.” 28.2. During the performance of the Agreement, the Vendor shall not discriminate against any employees or applicant for employment because of race, color, religion, sex, or national origin. The Vendor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to race, color, religion, sex or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer, recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Vendor agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this paragraph. 28.3. Vendor shall, in advertisements or requests for employment placed by it or on its behalf, state that all qualified applicants will receive consideration for employment without regard to race, color, religious creed, handicap, ancestry, national origin, age, or sex. 28.4. Vendor shall send each labor union or workers’ representative with which it has a collective bargaining agreement or other Contracts or understanding, a notice advising said labor union or workers’ representative of its commitment to this non-discrimination clause. Similar notice shall be sent to every other source of recruitment regularly utilized by Vendor. 28.5. It shall be no defense to a finding of noncompliance with this non-discrimination clause that Vendor had delegated some to its employment practices to any union, training program, or other source of recruitment that prevents it from meeting its obligations. However, if the evidence indicates that the Vendor was not on notice of the third-party discrimination or ATTACHMENT A – PROPOSED FORM OF AGREEMENT AND GENERAL CONDITIONS 10 made a good faith effort to correct it, such factor shall be considered in mitigation in determining appropriate sanctions. 28.6. Where the practices of a union or any training program or other source of recruitment will result in the exclusion of minority group persons, so that Vendor will be unable to meet its obligations under this non-discrimination clause, Vendor shall then employ and fill vacancies through other non-discriminatory employment procedures. 28.7. Vendor shall comply with all state and federal laws prohibiting discrimination in hiring or employment opportunities. In the event of Vendor’s noncompliance with the non- discrimination clause of this Agreement or with any such laws, this Agreement may be terminated or suspended, in whole or in part, and Vendor may be declared temporarily ineligible for further Agreements, and other sanctions may be imposed and remedies invoked. 28.8. Vendor shall furnish all necessary employment documents and records to, and permit access to its books, records, and accounts by, the contracting agency for purposes of investigation to ascertain compliance with the provisions of this clause. If Vendor does not possess documents or records reflecting the necessary information requested, it shall furnish such information on reporting forms supplied by the contracting agency. 28.9. Vendor shall include the provisions of this non-discrimination clause in every Agreement, so that such provisions will be binding upon each subcontractor. 28.10. Vendor obligations under this clause are limited to the Vendor’s facilities within Pennsylvania or, where the Agreement is for purchase of goods manufactured outside of Pennsylvania, the facilities at which such goods are actually produced. 29. Independent Contractor The employees, subcontractors, methods, facilities, and equipment used by Vendor shall be at all times under Vendor’s direction and control. Vendor’s relationship to the County under this Agreement shall be that of an independent contractor, and nothing in this Agreement shall be construed to constitute Vendor, its subcontractors or any of their employees as an employee, agent, associate, joint venturer, or partner of the County. 30. Employees of Vendor 30.1. Vendor agrees that each of its employees will be properly qualified and will use reasonable care in the performance of services while on County property. If the County, in the County’s sole opinion, determines, for any reason, that the qualifications, actions or conduct of any particular Vendor employee is inconsistent with Vendor’s obligations under this Agreement by performing unsatisfactory services, interfering with the operation of the County’s facilities, bothering or annoying any occupants, visitors, or other vendors then at facility, or that such actions or conduct is otherwise detrimental to the County, then upon the County’s written notice, Vendor shall immediately provide a qualified replacement. 30.2. Vendor shall advise its employees and the employees of its subcontractors and agents that: ATTACHMENT A – PROPOSED FORM OF AGREEMENT AND GENERAL CONDITIONS 11 30.2.1. It is the policy of the County of Berks to provide a drug-free work environment. To that end the County prohibits the consumption of alcohol or illegal use, possession, sale, manufacture, dispensing, and distribution of drugs or other controlled substances while performing Services or on County property on the work site, and prohibits in the workplace the presence of an individual with such substances in the body for non- medical reasons. 30.2.2. Any employee of Vendor who is found in violation of the policy may be removed or barred from the work site at the discretion of the County. 31. Governing Law and Jurisdiction This Agreement shall be interpreted under the substantive law of the Commonwealth of Pennsylvania, without giving effect to its principles of conflicts of law. EACH PARTY IRREVOCABLY CONSENTS TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE COURT OF COMMON PLEAS OF BERKS COUNTY, COMMONWEALTH OF PENNSYLVANIA, AND IRREVOCABLY AGREES THAT ALL ACTIONS OR PROCEEDINGS BETWEEN THE PARTIES, INCLUDING, BUT NOT LIMITED TO, THOSE ACTIONS OR PROCEEDINGS RELATING TO THIS AGREEMENT, SHALL BE LITIGATED IN SUCH COURT. 32. Subcontractors 32.1. If subcontractors are permitted by the RFP, the Vendor shall only use such subcontractors identified in its Proposal. The substitution of one subcontractor for another may be made only with the prior written approval of the County. Such approval shall not be unreasonably withheld. 32.2. Notwithstanding the foregoing, the Vendor shall not subcontract with or employ any entity or individual who is currently suspended or debarred by the Commonwealth of Pennsylvania or federal government during the term of this Agreement or any extensions or renewals thereof. The County shall have the right to require the Vendor to terminate such subcontracts or employment at no cost to the County. The Vendor agrees to reimburse the County for costs and expenses incurred due to the Vendor’s noncompliance with the terms of this certification requirement. For further details regarding debarment refer to Clause 46. 33. Severability The provisions of this Agreement shall be deemed to be severable. Consequently, in the event that any provision of this Agreement is found to be void or unenforceable, such findings shall not be construed to render any other provision of this Agreement either void or unenforceable, and all other provisions shall remain in full force and effect unless the provisions which are void or unenforceable shall substantially affect the rights or obligations granted to or undertaken by either party. 34. Reservation of Rights Either party’s waiver of any of its remedies afforded hereunder or by law is without prejudice and shall not operate to waive any other remedies which such party shall have available to it, nor shall such waiver operate to waive such party’s rights to any remedies for future breach, whether of a like or different character. Furthermore, any termination or assignment of this Agreement shall not relieve or release either party hereto from any rights, liabilities, or obligations which it has accrued under law or under the terms of this Agreement prior to the date of such termination or assignment. ATTACHMENT A – PROPOSED FORM OF AGREEMENT AND GENERAL CONDITIONS 12 35. Funds from Private Sources Vendor agrees that funds under this Agreement shall not be used to replace funds from non-Federal and non-State sources. Vendor further agrees to continue or initiate efforts to obtain support from private sources or other public organizations for services funded under this Agreement. 36. Special Efforts in Employment Subject to the requirements of merit employment systems, and in accordance with state and federal laws and regulations, the Vendor shall make every possible effort to recruit and hire persons aged 60 and over for staff positions (full-time and part-time) paid under this contract. For positions paid under this contract the Vendor shall not have a policy of mandatory retirement or deny employment to any person on account of age or have a policy of mandatory retirement applicable to positions paid under subcontract with the Vendor. 37. Regulations This Agreement is subject to the provisions set forth in the following regulations: 28 Code of Federal Regulations Part 38, 45 Code of Federal Regulations Part 75 and 2 CFR 200 “Uniform Administrative Requirements, Cost principles and Audit Requirements for Federal Awards”; 45 Code of Federal Regulations Part 81 – Practice and Procedure for Hearings under Part 80 of this Title; and 45 Code of Federal Regulations Part 90 – Nondiscrimination of the Basis of Age. 37.1. In carrying out this Agreement, the Vendor and any subcontractors shall minimize pollution and shall strictly comply with all applicable environmental laws and regulations. (Clean Streams Law, Act of June 22, 1937, P.L. 1987, as amended, the Pennsylvania Solid Waste Management Act, Act of July 7, 1980, P.L. 380, as amended and the Water Obstructions Act, Act of June 25, 1913, P.L. 555, as amended.) 37.2. Services shall be provided in compliance with 25 Pa. Code_151 et seq., relating to Environmental Health and Safety regulations for food protection, and 34 Pa. Code_50.1 et seq., relating to Fire and Panic regulations. 37.3. The Vendor agrees to comply with the provisions of the Uniform Relocation Assistance and Real Property Acquisition Act, the Flood Disaster Protection Act and the Commonwealth Motor Vehicle Procurement Act. When applicable, the Vendor agrees to comply with the provisions of the National Historic Preservation Act, Executive Order 11593 and the Archaeological and His