13-L-Attachment L- Sample County Transit Operations Contract.pdf

Federal ID.:

AGREEMENT

THIS AGREEMENT made as of the ____ day of ____________, 2026 between the COUNTY

OF ROCKLAND, a municipal corporation of the State of New York, with offices at

Allison-Parris County Office Building, 11 New Hempstead Road, New City, New York 10956

(hereinafter referred to as “COUNTY”) through its Department of Public Transportation, and

_________ (hereinafter referred to as “CONTRACTOR”).

RECITALS:

WHEREAS, COUNTY desires to contract for certain mass transportation services to be rendered to the public by privately owned and operated mass transportation facilities pursuant to the authority granted to it in Section 119-r of the General Municipal Law and Local Law No. 9 of

1974; and

WHEREAS, CONTRACTOR represents that it is such a privately owned and operated mass transportation facility described in Section 119-r of the General Municipal Law and holds or shall hold prior to the commencement of the term of this Agreement certificates of public convenience and necessity issued by the Department of Transportation of the State of New York; and

WHEREAS, the Rockland County Charter, Article III, Section 3.02(u) and Resolution No. ___ of

2026 authorized the County Executive to execute this Agreement; and

WHEREAS, the CONTRACTOR represents and agrees that it has the skills, experience, expertise and independence necessary to provide the COUNTY with the services contracted for and described herein; and

WHEREAS, COUNTY and CONTRACTOR recognize that the cost of providing the described services will, in addition to any fare box receipts, have to be derived from funds secured from the

Federal Transit Administration (“FTA”) and/or the Department of Transportation of the State of

New York and from COUNTY.

NOW, THEREFORE, in consideration of the mutual promises and covenants hereinafter set forth, the parties hereto agree as follows:

1. PURPOSE: The purpose of this Agreement is for COUNTY to be able to provide by contract, in accordance with Section 119-r of the General Municipal Law, certain mass transportation services at reasonable cost to the public by utilizing certain equipment, facilities and personnel of CONTRACTOR and vehicles and equipment provided by the COUNTY.

CONTRACTOR agrees to and shall provide and perform all fixed route bus services to the public and bus operation, maintenance and repair services, provide all equipment, facilities, materials, and other services, and perform all acts and tasks (collectively, the “SERVICES”), for and to the

Attachment "L"

COUNTY, necessary and/or requested to properly and timely manage, operate and maintain the

Transport of Rockland (“TOR”) public transit service (the “PROJECT”), and necessary to comply with all obligations, set forth in, required by, described in, and in accordance with, the requirements of RFP-RC-2026-011, including Addenda______, and Attachments thereto, which is incorporated herein and made a part hereof by this reference; this Agreement, including Exhibits _______ annexed hereto and incorporated herein; the current version, as agreed upon by CONTRACTOR and COUNTY of the “Additional Procedural Documents”, hereinafter referred to as

CONTRACTOR’s “Operation Plan”, submitted to COUNTY by CONTRACTOR as required by section 2.1.7 of RFP-RC-2026-011, which is incorporated herein and made a part hereof, by this reference; and all applicable COUNTY, FTA and/or the Department of Transportation of the State of New York laws, regulations and requirements. CONTRACTOR represents and warrants to

COUNTY that it and its employees, agents, subcontractors, suppliers and servants possess all the skills experience and independence necessary to properly and timely render these SERVICES to

COUNTY.

2. TERM: Unless modified or sooner terminated as provided herein, the term of this

Agreement shall commence on August 1, 2026 through July 31, 2031, with one (1) additional five

(5) year option term. The CONTRACTOR shall commence the performance of the Services within ten (10) business days after receiving the Notice to Proceed and shall thereafter diligently and properly perform the Services.

COUNTY shall not be obligated, or have any responsibility whatsoever, to make any payments to, or make any reimbursement to, the CONTRACTOR for the performance of any Services or otherwise until after the issuance of the Notice to Proceed and the performance of the SERVICES commences. The CONTRACTOR assumes the sole risk and liability for any expenses, costs or fees incurred by it prior to the receipt of the Notice to Proceed and shall not commence the performance of the Services until receipt of the Notice to Proceed.

In the event the CONTRACTOR is unable to fulfill all requirements set forth in RFP-RC-2026-

011 and this Agreement for issuance of the Notice to Proceed, this Agreement shall terminate and become null and void, with no payment whatsoever due to CONTRACTOR.

3. SERVICES: The CONTRACTOR shall furnish all equipment, facilities, materials, transportation, labor and supervision and perform all labor and work necessary and incidental for the proper, timely and satisfactory performance of the SERVICES.

In the performance of the SERVICES and the PROJECT, the CONTRACTOR shall have established a drug free workplace in accordance with the requirements of the Drug-free Workplace

Act. The CONTRACTOR shall comply with the requirements of 49 CFR, Part 655 and 49 CFR, Part 40. The CONTRACTOR shall perform post-accident drug and alcohol tests in accordance with 49 CFR, Part 655 and report the results to the COUNTY, with the accident report, within 48 hours of the accident.

The CONTRACTOR shall provide qualified personnel for the performance, management, operation and maintenance of the SERVICES and the PROJECT and have a personnel plan and process to maintain staffing levels to perform, manage, operate and maintain the SERVICES and the PROJECT as described in, in accordance with, and as required by, RFP-RC-2026-011 and this

Agreement. The CONTRACTOR shall have complete control over the employment of all personnel required to properly and timely perform, manage, operate and maintain the SERVICES and the PROJECT and shall fully comply with all applicable State and Federal laws and regulations relating thereto, including, but not limited to those set forth in Exhibit ____ entitled “Federal

Transit Administration Required Contract Clauses”; 49 U.S.C. § 5333(b); the July 23, 1975

“National Agreement” or “Model Agreement”, as amended; and the “Unified Protective

Arrangement”.

The CONTRACTOR shall certify that its vehicle operators are in compliance with the Federal

Motor Carrier Safety Regulations for Operators and all other applicable State and Federal regulations as of the start of this Agreement including but not limited to, all applicable New York State

Department of Transportation (“NYSDOT”) Safety Regulations. Every vehicle operator shall have a valid Commercial Driver’s License Class B with P endorsement. The CONTRACTOR shall ensure that its operators maintain their compliance and shall permit the vehicles and equipment to be only operated by qualified employees. Back-up operators shall meet the same standards as the primary operators.

The CONTRACTOR shall also be responsible for providing back-up operators in the event of primary operators’ absence and shall develop a contingency plan, which shall be subject to the COUNTY’s review and approval, in the event of a labor strike or other unanticipated interruption to the provision of the SERVICES.

In implementing and performing the SERVICES and the PROJECT, the CONTRACTOR and its employees, agents, subcontractors, supplies and servants shall comply with all applicable requirements, rules and regulations of the Occupational Safety and Health Administration (“OSHA”), and all other Federal, State and local safety laws, regulations, permits, codes and ordinances with respect to the operations and performance under this Agreement.

The CONTRACTOR shall be fully responsible for its own and its subcontractors’ compliance with all applicable FTA rules, orders, regulations and directives. Additionally, the Contractor agrees it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized in writing by the COUNTY.

The CONTRACTOR further agrees that it will include the clause “Certification Regarding

Debarment, Suspension, Ineligibility and Voluntary Exclusion-Lower Tier Covered Transaction”, without modification, in all lower tier covered transactions.

The CONTRACTOR shall ensure that all media contact regarding the SERVICES and the

PROJECT is through the COUNTY and/or the COUNTY’s Department of Public Transportation.

The COUNTY may at any time, at its sole discretion, have work or maintenance performed to the vehicles or equipment utilized for the PROJECT by other contractors that may relate to work performed under this Agreement. The CONTRACTOR shall fully cooperate with such other contractors and shall conduct its operations in such a manner as not to cause any unnecessary or unreasonable delay, impact or hindrance to the other contractor’s work. The CONTRACTOR shall provide suitable workspace and make all such vehicles and equipment available as required upon request by the COUNTY so as to permit the proper and timely completion of all work.

4. INSURANCE REQUIREMENTS: CONTRACTOR shall procure and maintain, at its own expense, insurance of the kinds and in the amounts hereinafter provided, with insurance companies authorized and admitted to do business in the State of New York, covering all

CONTRACTOR’S operations under this Agreement and the SERVICES. Said insurance company shall have an A.M. rating of ‘A’ or better in the most recent issuance of Best Reports. Before providing any SERVICES, CONTRACTOR shall furnish to COUNTY a certificate or certificates, in form satisfactory to COUNTY, showing that it has complied with this requirement. The certificate or certificates shall provide that:

A. The policies shall not be changed or cancelled without thirty (30) days prior written notice being given to COUNTY.

B. Underwriters will have no right of recovery or subrogation against the COUNTY, it being the intention of the parties that the insurance policies so effected shall protect both parties and be primary coverage for any and all losses covered by the insurance.

C. The clause “other insurance provisions” in a policy in which the COUNTY is named as an additional named insured, shall not apply to the COUNTY.

D. The insurance companies issuing the policy or policies shall have no recourse against the COUNTY, including, but not limited to, for payment of any premiums or for assessments under any form of policy.

E. Any and all deductibles and self-insured retentions in the insurance policies shall be assumed by, be for the sole account and responsibility of, and at the sole risk of, CONTRACTOR and CONTRACTOR shall provide COUNTY with insurance coverage for all deductibles and self-insured retentions.

The kinds and amount of insurance required to be provided by CONTRACTOR are as follows:

{ x } Commercial General Liability Insurance not less than $1,000,000 (One

Million) for each occurrence and a general aggregate not less than

$2,000,000 (Two Million)

{ x } Automobile Liability Insurance not less than $1,000,000 (One Million)

Combined Single Limit for each accident. This insurance shall cover owned, leased, hired and non-owned vehicles.

{ x } Excess Umbrella Liability Insurance not less than $10,000,000 (Ten

Million) over General Liability, Auto Liability and Professional Liability if required, for each occurrence and a general aggregate not less than

$10,000,000 (Ten Million)

{ x } Garage Keepers Liability not less than $10,000,000 (Ten Million)

{ x } Workers Compensation and Employers Liability Insurance in accordance with statutory requirements of the NYS Workers Compensation Law

{ x } Disability Insurance in accordance with provisions and requirements of the NYS Disability Law

{ } Professional Liability Insurance (or Errors and Omissions or Malpractice) not less than $1,000,000 (One Million) for each occurrence

{ x } All other insurance as required by law

{ x } A check mark in the box indicates that the type of insurance specified IS

REQUIRED.

This insurance shall cover both bodily injury and property damage.

If any of the property and casualty insurance requirements are not complied with at the applicable policy’s renewal date, payments to CONTRACTOR shall be withheld until these requirements have been properly met, or at the option of COUNTY, COUNTY may pay renewal premiums and withhold such payments from any monies due CONTRACTOR.

When CONTRACTOR signs and returns this Agreement, CONTRACTOR shall provide the

COUNTY’s Department of Public Transportation with a certificate of insurance for all the required insurance. COUNTY must be named as an additional named insured on all insurance policies, and the insurance certificate must provide that the insurance shall not be cancelled or terminated without thirty (30) days prior written notice to the COUNTY, the Rockland County Department of Public Transportation and the COUNTY Attorney. Unless and until CONTRACTOR obtains such insurance and so provides a certificate of insurance to the Rockland County Department of

Public Transportation, this Agreement shall be of no effect, and no payments shall be paid or due to CONTRACTOR.

CONTRACTOR acknowledges and agrees that the provisions of Section 57 of the Worker’s

Compensation Law and Section 220 of the Disability Benefits Law prohibits COUNTY from entering into this Agreement unless proof of compliance with the Worker’s Compensation Law and Disability Benefits Law has been obtained. Failure by CONTRACTOR to provide satisfactory proof of compliance with the Worker’s Compensation Law and the Disability Benefits Law shall preclude payment of any fees or compensation to the CONTRACTOR.

Other reasonable coverages may be required by COUNTY to be provided by CONTRACTOR. If at any time, any of CONTRACTOR’s policies shall be or become unsatisfactory to COUNTY, as to form or substance, or if a company issuing any such policy shall be or become unsatisfactory to

COUNTY, CONTRACTOR shall promptly obtain a new policy, submit the same to the

Department of Law of the COUNTY for approval and submit a certificate thereof as hereinabove provided to the Rockland County Department of Public Transportation. Failure of

CONTRACTOR to acquire and/or to maintain, or the acquisition and/or maintenance of, any required insurance shall not relieve CONTRACTOR, in any way, from any liability under this

Agreement or for the SERVICES, nor shall the insurance requirements be construed to conflict with the obligations of CONTRACTOR concerning indemnification.

5. LIABILITY, HOLD HARMLESS/INDEMNIFICATION: CONTRACTOR, on behalf of itself and its employees, servants, subcontractors, suppliers and agents, shall protect, defend, indemnify and hold COUNTY and its officers, employees and agents free and harmless from and against any and all losses, claims, liens, debts, demands, actions, and causes of action of every kind and character including, but not limited to, the amount of judgments, penalties, interest, court costs, legal fees incurred by COUNTY, personal injuries (including to employees of COUNTY), death, or damage to property (including property of COUNTY), and without limitation by enumeration, all other claims, demands or suits of any kind, whether at law or in equity, whether in contract, tort, fraud or otherwise, whether statutory or common law, occurring or in any way incident to, in connection with, or arising directly or indirectly out, of this, Agreement or the

SERVICES. CONTRACTOR agrees to promptly investigate, handle, respond to, provide defense for and defend any such claims, demand, or suit at its sole expense and agrees to bear all other costs and expenses related thereto, even if groundless, false or fraudulent unless such action is solely the result of willful misconduct on the part of COUNTY or its employees.

This indemnification provision is for the protection of COUNTY and its officers, employees and agents only and shall not establish any liability or benefits to third parties. The provisions of this section shall survive the termination of this Agreement.

6. INDEPENDENT CONTRACTOR: CONTRACTOR, as an independent contractor, covenants and agrees that it and its employees, servants, subcontractors, suppliers, and/or agents shall neither hold itself/themselves out as, nor claim to be, an employee, servant or agent of

COUNTY, and that it and its employees, servants and/or agents shall not make a claim, demand or application to or for any right or privilege applicable to an officer or employee of COUNTY, including, but not limited to, Workers’ Compensation coverage, unemployment insurance benefits, Social Security coverage or retirement membership or credit.

7. COMPENSATION: For the proper, timely and satisfactory performance of the

SERVICES, CONTRACTOR will be paid on a monthly basis in accordance with the schedules contained in and attachments to RFP-RC-2026-011. Said total compensation to be paid to

CONTRACTOR shall in no event exceed _____________ for the entire five (5) year term of the

Agreement and as full payment for the proper, timely and satisfactory performance of the

SERVICES as set forth in, unless adjusted pursuant to section 2.4.4.10 (Fueling and Servicing) of RFP-RC-2026-011. Further, the total compensation may be subject to adjustment by section

1.5 (County – Provided Vehicles: Supplemental Contractor-Furnished Vehicles) and/or 2.2

(Performance Requirements) and/or section 2.3.2 (Adjustment to Service) and/or section

2.5.8 (Facility Costs) of RFP-RC-2026-011.

Payment of compensation to CONTRACTOR, provided the CONTRACTOR is in compliance with the Agreement, shall be made only upon presentation by the CONTRACTOR of a complete and duly executed voucher through the COUNTY’s Department of Public Transportation to the

COUNTY’s Department of Finance immediately following the end of each calendar month of operation. Simultaneously with the transmittal of request for a payment for the month claimed, CONTRACTOR shall remit to COUNTY a check for the fare box revenues received and collected during the month for which compensation payment is claimed and all other reports as required by the Agreement.

The COUNTY may withhold from any payment otherwise due the CONTRACTOR sums equal to any claims of the COUNTY against the CONTRACTOR, for indemnification or otherwise, pending settlement or other disposition of such claim. The COUNTY may withhold from any such payment otherwise due the CONTRACTOR as much as may be necessary to protect the COUNTY and if it so elects, may also withhold any amounts due from the CONTRACTOR to any subcontractors or suppliers for work performed or material furnished by them. The foregoing provisions shall be construed solely for the benefit of the COUNTY and will not require the

COUNTY to settle, determine or adjust any claims or disputes between the CONTRACTOR and its subcontractors or suppliers, or to withhold any moneys for their protection unless the COUNTY elects to do so. The failure or refusal of the COUNTY to withhold any moneys from the

CONTRACTOR shall in no way impair the obligations of any surety or sureties under any bond or bonds furnished under this Agreement.

8. FINANCIAL RECORDS/AUDIT: CONTRACTOR shall maintain records of all of its financial transactions, including all fare box revenues, and all expenses and disbursements, which relate to this Agreement. Such records shall be kept in accordance with GAAP (Generally

Accepted Accounting Practices) and/or COUNTY and/or FTA record-keeping requirements, and each transaction shall be properly documented. Such records shall be made promptly available to COUNTY and/or FTA for inspection or audit upon request. No compensation or fee for services will be due CONTRACTOR unless or until financial statements have been filed with the

COUNTY’s Department of Finance, if and when required by the Department of Finance.

9. FUNDING/RESERVATION OF RIGHTS: COUNTY monies provided to

CONTRACTOR pursuant to this Agreement may be based upon and/or subject to funding statements or actual funds provided to COUNTY from New York State or the Federal

Government, either directly or by reimbursement. In such case, COUNTY retains the right and discretion to adjust payments of COUNTY funds to CONTRACTOR, based on the actual amounts COUNTY receives or is to receive from New York State or the Federal Government.

In recognition of the fact that fare box revenue may not provide adequate funds to cover the contractual payment amount set forth above, COUNTY will make applications which may be required by the Department of Transportation of the State of New York and the FTA to seek to secure for COUNTY such funds as are available to COUNTY for the described mass transportation services. In connection with said applications, CONTRACTOR agrees to, and shall, cooperate fully with COUNTY in the making, filing and execution of said applications and to provide

COUNTY with any and all information which may be required by COUNTY or the Department of Transportation of the State of New York and/or the FTA for the purposes of securing said funds.

With regard to the Department of Transportation and FTA funding, CONTRACTOR agrees to, and shall, maintain and produce its books and records as may be required by said agencies with regard to this Agreement and the SERVICES and to otherwise comply and be in accord with the accounting procedures or other requirements which may otherwise apply to the funding of the

PROJECT. CONTRACTOR agrees to comply with the requirements of the FTA and the

Department of Transportation of the State of New York, including with regard to environmental standards and impact, so as to permit COUNTY to qualify for said funding. Such funding is separate and apart from and independent of the operating assistance contracts in existence under

Section 18-b of the Transportation Law of the State of New York.

10. AGREEMENT EXECUTORY: This Agreement shall be deemed executory to the extent of the monies appropriated in a COUNTY budget for the purposes of this Agreement and no liability shall be incurred by COUNTY, or its employees or political subdivisions, beyond the monies budgeted and available for this purpose. The Agreement is not a general obligation of

COUNTY. Neither the full faith and credit nor the taxing power of COUNTY are pledged to the payment of any amount due or to become due under this Agreement. It is understood that neither this Agreement nor any representation by any COUNTY employee or officer creates any obligation to appropriate or make monies available for the purpose of the Agreement. This

Agreement shall be null and void and of no effect unless the monies to be paid hereunder by

COUNTY are appropriated in a COUNTY budget.

11. APPROVAL OF FEDERAL, STATE AND LOCAL AGENCY: Notwithstanding any other provisions of this Agreement, COUNTY shall not be liable for any payment or compensation to CONTRACTOR until the SERVICES rendered by CONTRACTOR under this

Agreement meet the approval and standards of any Federal, State or local agency, authority, commission or body, which has jurisdiction over the SERVICES to be rendered under this

Agreement and which provides funding in whole or in part for the SERVICES provided under this Agreement.

12. PRINTED SCHEDULES: Throughout the term of this Agreement, CONTRACTOR shall have available on each bus printed schedules of operation of the routes for distribution on demand.

Such schedules shall be in a form prescribed and supplied by, and subject to the approval of, the

COUNTY’s Commissioner of Public Transportation or designee.

13. CHARGES FEES AND EXPENSES: Except as otherwise expressly set forth herein, the

CONTRACTOR shall be responsible for payment of any and all charges, license fees, taxes, inspection fees, and other costs, including gross receipts for taxes, highway use tax, and vehicle excise taxes, whether such taxes, charges, fees or other costs are levied against the

CONTRACTOR or the COUNTY, which relate, or arise from, this Agreement or the

SERVICES. The COUNTY will pay all expenses, fees, and taxes in connection with the titling and registration of its buses, but all other expenses in connection with the use and operation of the buses, including but not limited to violations issued during the use of the vehicles, tolls, fuel, oil, grease, tires, repairs, maintenance, or other expenses thereof, shall be the responsibility of the

CONTRACTOR.

14. NOTICES: Any notice given by CONTRACTOR to COUNTY under this Agreement shall be in writing and sent certified mail to: The Rockland County Department of Public

Transportation, County Health Complex, Building T, Pomona, New York, 10970 to the attention of the County Commissioner of Public Transportation. Any notice given by COUNTY to

CONTRACTOR shall be in writing and sent certified mail to:

15. EMERGENCY AND NON-SCHEDULED USE OF VEHICLES: All requested vehicles shall be made immediately available to the COUNTY in the event of emergencies. The existence of an emergency requiring the use of vehicles shall be determined solely by the

COUNTY and shall include, but not be limited to, riots, floods, evacuations, etc. The

CONTRACTOR shall be required to participate in and support any and all emergency situations as declared by the COUNTY.

Additionally, the COUNTY may request and be permitted the use of vehicles for limited periods of time for COUNTY-sponsored purposes. Such requests will be provided in writing upon reasonable notice to CONTRACTOR and shall not cause interruption to regularly scheduled service.

16. SENIOR CITIZENS AND PERSONS WITH DISABILITIES: COUNTY, in connection with defined senior citizens and disabled persons, will make available to said persons identification cards so as to entitle said persons to reduced fare transportation, which shall be honored by

CONTRACTOR. CONTRACTOR shall also accept medicaid identification cards as proof of entitlement to reduced fare transportation.

CONTRACTOR shall comply with the provisions of the Americans with Disabilities Act of 1990, as amended, prohibiting discrimination on the basis of disability with regard to employment policies and procedures, structural and program accessibility, transportation and telecommunications. CONTRACTOR shall maintain written records for each accessible trip provided by route number, time and date.

17. STOP FOR PASSENGERS: The vehicles used by CONTRACTOR for the SERVICES shall stop for a passenger when “waved down” at a safe place and shall stop at a safe place where the passenger wishes to disembark.

18. IRAN DIVESTMENT ACT: CONTRACTOR and its employees, agents, servants, subcontractors, suppliers and/or assignees agree to comply with the Iran Divestment Act of 2012

(the “Act”), as set forth in N.Y. State Finance Law § 165-a and N.Y. General Municipal Law §

103-g, both effective April 12, 2012, which requires bidders to certify that they do not invest in the Iranian energy sector when they bid on state or local government contracts. As set forth in the

Act, a person engages in investment activities in Iran if: (a) the person provides goods or services of twenty million dollars or more in the energy sector of Iran including, but not limited to, providing oil or liquefied natural gas tankers or products used to construct or maintain pipelines used to transport oil or liquefied natural gas for the energy sector of Iran or (b) the person is a financial institution that extends twenty million dollars or more in credit to another person for forty-five days or more for the purposes of providing goods or services in the energy sector in Iran.

19. CONFIDENTIALITY: For the purposes of this article:

A. The term “Confidential Information” as used herein means all material and information, whether written or oral, received by CONTRACTOR from or through

COUNTY or any other person connected with COUNTY, or developed, produced, or obtained by CONTRACTOR in connection with the performance of Services under this Agreement. Confidential Information shall include, but not be limited to, samples, substances and other materials, conversations, correspondence, records, notes, reports, plans, drawings, specifications and other documents in draft or final form, including any documentation or data relating to the results of any investigation, testing, sampling in laboratory or other analysis, and all conclusions, interpretations, recommendations and/or comments relating thereto.

B. The term “CONTRACTOR” as used in paragraphs 19 and 20 includes all officers, directors, employees, agents, subcontractors, successors, assignees or representatives of CONTRACTOR.

CONTRACTOR shall keep all Confidential Information in a secure location within

CONTRACTOR’S offices. COUNTY shall have the right, but not the obligation, to enter

CONTRACTOR’S offices to view and confirm that CONTRACTOR has made arrangements to keep Confidential Information secure. No inspection or failure to inspect by COUNTY shall relieve CONTRACTOR of the responsibility for the performance of its obligations hereunder.

CONTRACTOR shall hold Confidential Information in trust and confidence, shall not disclose

Confidential Information or any portion thereof to anyone other than COUNTY without the prior written consent of COUNTY and shall not use Confidential Information or any portion thereof for any purpose whatsoever except in connection with the performance of the Services under this

Agreement.

CONTRACTOR shall notify COUNTY immediately upon receipt by CONTRACTOR of any request by anyone other than COUNTY for, or any inquiry related to, Confidential Information.

CONTRACTOR is not prohibited from disclosing portions of Confidential Information if, and to the extent that, (i) such portions have become generally available to the public other than by an act or omission of CONTRACTOR, or (ii) disclosure of such portions is required by subpoena, warrant or Court order; PROVIDED, however, that in the event anyone other than COUNTY requests all or a portion of Confidential Information, CONTRACTOR shall oppose such request and cooperate with COUNTY in obtaining a protective order or other appropriate remedy unless and until COUNTY in writing waives compliance with the provisions of paragraphs 19 and 20 or determines that disclosure is legally required. In the event that such protective order or other remedy is not obtained, or COUNTY waives compliance with paragraphs 19 and 20 or determines disclosure is legally required, CONTRACTOR shall disclose only such portions of Confidential

Information that, in the opinion of COUNTY, CONTRACTOR is legally required to disclose, and

CONTRACTOR shall use its best effort to obtain from the party to whom Confidential Information is disclosed written assurance that confidential treatment will be given to such portions of

Confidential Information as are disclosed, to the extent permitted by law.

CONTRACTOR shall obtain from each subcontractor of CONTRACTOR, and if requested by

COUNTY from the directors, employees, agents, successors, assignees or representatives of any such subcontractor, a Confidentiality Agreement running to the benefit of COUNTY, substantively identical to paragraphs 19 and 20, prior to the performance of any of the Services in connection with this Agreement. CONTRACTOR’S obligations under paragraphs 19 and 20 shall survive the completion of Services under or the expiration or termination of this Agreement.

20. OWNERSHIP OF CONFIDENTIAL INFORMATION: Notwithstanding any other provision herein to the contrary:

A. All Confidential Information as defined in the preceding paragraph, including all copies thereof, is the exclusive property of COUNTY regardless of whether it is delivered to COUNTY. CONTRACTOR shall deliver Confidential Information and all copies thereof to COUNTY upon request.

B. To the extent that copies of Confidential Information are authorized by COUNTY to be retained by CONTRACTOR, they shall be retained in a secure location in

CONTRACTOR’S office for a period of seven (7) years after completion of the

Services under or the termination of this Agreement, whichever occurs later, and thereafter disposed of at COUNTY’S direction.

21. LABOR LAW AND EXECUTIVE LAW: CONTRACTOR shall comply with all of the provisions of the Labor Law of the State of New York including, but not limited to, prevailing wage provisions, if required by law, and with Article 15 of the Executive Law of the State of New

York relating to unlawful discriminatory practices insofar as the provisions are applicable to the

SERVICES and shall fully comply with all applicable Federal laws and regulations relating to the aforementioned, including, but not limited to those set forth in Exhibit ___ entitled “Federal

Transit Administration Required Contract Clauses”; 49 U.S.C. § 5333(b); the July 23, 1975

“National Agreement” or “Model Agreement”, as amended; and the “Unified Protective

Arrangement”.

22. LOCAL LAWS AND RESOLUTIONS: CONTRACTOR shall comply with all local laws and resolutions of the Legislature of Rockland County, including, but not limited to, the filing of Disclosure Statements and Affirmative Action Plans, if required by law or resolution.

23. NO ASSIGNMENT: CONTRACTOR shall not assign, sublet or transfer or otherwise dispose of its interest in this Agreement without the prior written consent of COUNTY, which consent may be withheld for any reason whatsoever.

24. LAWS OF THE STATE OF NEW YORK AND VENUE: This Agreement and any action thereunder shall be governed by the Laws of the State of New York, and the venue of any litigation shall be either, as applicable, Rockland County or the United States District Court for the Southern

District of New York located in White Plains, County of Westchester, New York.

25. RECITALS: The recitals for this Agreement are and shall be considered to be part of the terms and conditions of this Agreement.

26. TERMINATION OF AGREEMENT: This Agreement shall be effective for a period of five

(5) years from the issuance of the Notice to Proceed, unless otherwise modified, amended, or terminated as provided in Exhibit ___ entitled “Federal Transit Administration Required Contract

Clauses”.

Upon the termination or expiration of this Agreement, any COUNTY-owned vehicles and equipment provided to the CONTRACTOR shall be promptly returned to the COUNTY in a state of good repair and compliant in all respects with FTA requirements and the requirements of

NYSDOT Bus and Passenger Vehicle Regulations. The vehicles will be inspected for overall condition by the COUNTY, or its representative, after notice of termination. If the vehicles require repairs for unperformed maintenance or repairs, or for scheduled maintenance, the

CONTRACTOR may promptly and properly make the identified repairs to the vehicles prior to final payment that may be otherwise due and owing to the CONTRACTOR or otherwise, the required repair cost will be withheld by the COUNTY up to the cost of the estimated repairs.

The COUNTY will retain from the final payment, and CONTRACTOR will not be due such payment, all finalized costs of repairs as required in this section.

27. WAIVERS: No failure or delay by either party in enforcing any right or remedy under this Agreement shall be construed as a waiver of any future or other exercise of such right or remedy by that party.

28. SEVERABILITY: If any provision of this Agreement shall be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions hereof shall not in any way be affected or impaired thereby.

29. ENTIRE AGREEMENT/NO MODIFICATION: This Agreement, including RFP-RC-

2026-011 and all Addenda and Attachments thereto, and Exhibits ___ through ___ annexed hereto, and the current version of the CONTRACTOR’s Operation Plan constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior negotiations, representations or agreements either oral or written. This Agreement may not be modified except if such modification is in a writing signed by the parties.

INTENTIONALLY LEFT BLANK

IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first written.

DEPARTMENT OF GENERAL SERVICES CONTRACTOR

DIVISION OF PURCHASING

(Approved for signature of

County Executive)

By: _____________________________ By: _______________________

Director of Purchasing

Dated: __________________________ Dated: ____________________

DEPARTMENT OF PUBLIC

TRANSPORTATION

By: _____________________________

Commissioner

Dated: __________________________

DEPARTMENT OF LAW COUNTY OF ROCKLAND

By: _____________________________ By: _______________________

Principal Assistant County Attorney County Executive

Dated: __________________________ Dated: ____________________

STATE OF NEW YORK )

) ss.:

COUNTY OF ROCKLAND )

On the ____ day of ___________, before me came ________, to me known, being duly sworn by me, did depose and say that he is the County Executive of Rockland County, a municipal corporation; his office address is 11 New Hempstead Road, New City, New York, and he executed the foregoing instrument on behalf of the County of Rockland.

Notary Public

A T T E S T A T I O N:

As Clerk to the Legislature, I hereby attest that I know the seal of the Legislature of Rockland

County, and that the seal affixed to this instrument is such seal.

LAURENCE O. TOOLE

Clerk to the Legislature

STATE OF NEW YORK )

) ss.:

COUNTY OF )

On the ____ day of ____________, before me, the undersigned, personally appeared _______, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

Notary Public