REQUEST FOR PROPOSALS

FOR

WESTCHESTER COUNTY BEE-LINE BUS AND PARATRANSIT

VEHICLE ADVERTISING SERVICES

ISSUE DATE: August 3, 2026 DUE DATE: September 18, 2026 at 4:00 pm

Issued By:

Hugh J. Greechan, PE Commissioner

Westchester County

Department of Public Works and Transportation 148 Martine Avenue, 5th Floor

White Plains, N.Y. 10601

I. PROPOSAL INFORMATION

The County of Westchester (the “County”), acting by and through its Department of Public Works and Transportation (“DPW&T”), is requesting proposals from qualified vendors to provide the County with transit bus and paratransit vehicle advertising services, as specified in this Request for Proposals (the “RFP” or “Request for Proposals”) for the Westchester County Bee-Line Bus (“Bee-Line”) system. The chosen vendor, in return, will have the exclusive right to solicit, sell, and place advertisements on County fixed-route buses, pursuant to the terms of this RFP.

Copies of this Request for Proposals may be obtained online by downloading the RFP from the County’s website for RFPs: https://rfp.westchestergov.com/rfp/rfps under “Westchester County Bee-Line Bus and Paratransit Vehicle Advertising Services.”

A.) PROCUREMENT SCHEDULE

Issue Date: August 3, 2026 Requests for Clarification Due: August 21, 2026 at 12:00 pm Written Responses to Requests for Clarification Posted: On or before September 4, 2026 Due Date: September 25, 2026 by 4:00 pm

All times specified above and elsewhere in this RFP shall be understood to be Eastern Standard Time.

B.) REQUESTS FOR CLARIFICATION

All requests for clarification must be submitted, as set forth below, no later than 12:00 pm on August 21, 2026. All requests for clarification must be emailed to Mr. Nick Tomizawa, Transportation Program Coordinator, at:

nqt1@westchestercountyny.gov.

The subject line of the email message must read “Request for Clarification – Westchester County Bee-Line Bus and Paratransit Vehicle Advertising Services” and, where technologically available, the email message must have an indicator marked for ‘urgent’, ‘high importance’, or an equivalent.

Proposers will have one opportunity to submit requests for clarifications as per the procurement schedule above. Formal written responses will be distributed by the County on or before September 4, 2026 by being posted on the County website for RFPs:

https://rfp.westchestergov.com/rfp/rfps

NO COMMUNICATIONS OF ANY KIND WILL BE BINDING AGAINST THE COUNTY, EXCEPT FOR

THE FORMAL WRITTEN RESPONSES TO ANY REQUESTS FOR CLARIFICATION.

https://rfp.westchestergov.com/rfp/rfps mailto:nqt1@westchestercountyny.gov

C.) RFP AMENDMENTS OR ADDENDA

Should the County find it necessary to amend this RFP and/or issue any addenda, such documents will be posted to the County’s website for RFPs:

Each prospective proposer shall have an affirmative obligation to monitor the County’s website for RFPs in order to ensure that it is aware of each amendment and/or addendum that is issued.

II. PROPOSAL REQUIREMENTS

A.) PROPOSAL CONTENT

Each proposal must include the listed items below. Any proposal that does not contain everything specified below and/or does not conform to the below-described guidelines for proposals will not be reviewed or considered. Please be sure to include all information requested.

1. Cover letter, conforming to the guidelines specified below.

2. Proposer Certification (Section VI), including the applicable acknowledgement and certificate of authority document(s).

3. Schedule “D”: Questionnaire Regarding Business Enterprises Owned and Controlled by

Persons of Color or Women

4. Schedule “E”: Certification Regarding Business Dealings with Northern Ireland

5. Schedule “F”: Disclosure of Relationships to County

6. Schedule “G”: Criminal Background Disclosure

7. Schedule “H”: Questionnaire Regarding Business Enterprises Owned and Controlled by

Service-Disabled Veterans.

8. The proposer’s responses to the questions outlined in Schedule “A”

9. Revenue proposal, consisting of the proposer’s completed version of Schedule “B.”

Please provide a revenue proposal as outlined in Schedule B. Any additional information related to a revenue proposal that is provided external to Schedule B will NOT be considered by the County.

Please be advised that each proposal must conform to the following guidelines:

1. Each proposal MUST be signed with ORIGINAL SIGNATURES on ALL DOCUMENTS that require signatures. Unsigned proposals will be rejected.

2. The proposal must be submitted on cover letter, written on the proposer’s letterhead, which states the date of submission of the proposal and states the following: “This proposal constitutes a valid, binding, and continuing offer at the prices set forth in this proposal for a period of one hundred eighty (180) days from the date of submission of this proposal.” Telephone or facsimile proposals will not be accepted.

The cover letter must be signed by a person authorized by the proposer to make a binding proposal. Any proposal that lacks the required statement or has an unsigned cover letter will be rejected.

3. Proposal must be typed or printed in black or blue ink.

4. Late proposals will not be accepted.

5. All corrections made by the proposer must be made prior to the due date for proposals, and must be initialed and dated by the proposer. No changes will be allowed after the due date for proposals.

6. Proposers may be required to give an oral presentation to the County to clarify or elaborate on the written proposal.

7. No proposal will be accepted from, nor any agreement awarded to, any proposer that is in arrears upon any debt or in default of any obligation owed to the County. Additionally, no agreement will be awarded to any proposer that has failed to satisfactorily perform pursuant to any prior agreement with the County.

B.) PROPOSAL SUBMISSION

Each proposer must submit:

• One (1) original hard-copy of its proposal, excluding the price proposal portion;

• One (1) original hard-copy of only the price proposal portion of the proposal;

• Four (4) hard-copies of its proposal, excluding the price proposal portion;

• Four (4) hard-copies of only the price proposal portion of its proposal; and

• One (1) electronic copy of its full proposal, in Adobe Acrobat (PDF) format, on a USB drive, split into two (2) separate PDF files: one (1) file containing the proposal, excluding the price proposal portion, and one (1) file containing only the price proposal portion of the proposal, to:

Mr. Nick Tomizawa Transportation Program Coordinator

Westchester County Department of Public Works and Transportation 148 Martine Avenue, Room 530 White Plains, New York 10601

The original and hard-copies of the proposal and the USB drive containing the electronic copy of the full proposal must be in a sealed envelope clearly marked: “PROPOSAL – WESTCHESTER

COUNTY BEE-LINE BUS AND PARATRANSIT VEHICLE ADVERTISING SERVICES.”

The original and all hard copies of each proposer’s proposal must be received by the County by the stated due date and time. To be considered, a proposal MUST arrive at the address specified herein prior to the deadline. The County is not responsible for any internal or external delivery delays that may cause a proposal to arrive beyond the deadline. The County will not accept proposals submitted in any manner other than what is specified above (e.g., e-mailed or faxed proposals will not be accepted).

By submitting a proposal in response to this RFP, the proposer is representing and warranting to the County that the proposer is not in arrears upon any debt or in default of any obligation owed to the County, or to the State of New York or the United States or any instrumentality thereof.

No proposal will be accepted from, nor any agreement awarded to, any proposer that is in arrears upon any debt or in default of any obligation owed to the County or to the State of New York or the United States or any instrumentality thereof. Additionally, no agreement will be awarded to any proposer that has failed to satisfactorily perform pursuant to any prior agreement with the County.

III. BACKGROUND, SCOPE OF WORK, AND ANTICIPATED TERM

A.) BACKGROUND

The County, located immediately north of New York City and encompassing approximately 450 square miles, operates nearly 60 Bee-Line fixed-route bus lines seven days a week and holidays with a fleet of 325 buses that is a mix of 35-foot, 40-foot and 60-foot vehicles (See Exhibit 1).

DPW&T administers a contractor, Liberty Lines, Inc., that provides daily Bee-Line fixed-route bus services. In 2022, the Bee-Line served about 21 million passengers and approximately 75,000 on an average weekday. In 2023, it served about 22 million passengers and approximately 80,000 on an average weekday. Pre-pandemic annual ridership in 2019 was about 26 million, or approximately 95,000 weekday passengers.

The County also operates its Bee-Line curb-to-curb paratransit service county-wide with a mix of sedans, SUVs, and passenger and cutaway vans (See Exhibit 1). The Westchester County’s ParaTransit program, known as the Bee-Line ParaTransit System, has been in operation since 1983. Under the Americans with Disabilities Act (ADA), transit agencies like DPW&T are required to provide origin-to-destination, curb-to-curb, demand-responsive paratransit programs that "mirrors" their fixed-route service in terms of service times and areas to serve individuals who do not have the functional capability/capabilities to ride fixed-route Bee-Line buses. Bee-Line ParaTransit is a seven day a week, demand-responsive, advance-reservation, curb-to-curb service for individuals traveling within Westchester County, and to or from limited areas of bordering entities such as Bronx County, Putnam County and the state of Connecticut, whom do not have the functional capabilities to ride fixed-route buses due to a disability/disabilities. Bee-Line Para Transit is a shared ride service for which reservations must be made from one to seven days in advance. Bee-Line Paratransit carries over 400,000 passengers a year equating to 7,500 vehicle trips annually.

B.) SCOPE OF WORK

DPW&T is seeking innovative proposals that will guarantee substantial advertising base revenue while allowing DPW&T to participate in revenue growth as the program becomes successful.

DPW&T is soliciting proposals to enter into a license agreement with a qualified firm, for an initial term of five years, commencing on January 1, 2027 through December 31, 2031, with the County having an option to renew the term of such license agreement for an additional five-year period, in order to market and manage advertising on the County Bee-Line system, using existing interior and exterior space.

1. Bee-Line Fixed-Route Transit Bus Advertising Services

DPW&T desires to install and maintain advertisements on its fleet of 325 fixed-route buses. The successful proposer shall have the exclusive right to install and maintain advertisements on such fixed-route buses. The exterior advertising materials shall be limited to rectangular displays located on the sides (one on each side of standard and smaller buses, two on each side of articulated buses), front and rear of each bus below the bottom of the window line. Ten (10) percent of the fleet shall be available for the application of King Kong and full bus wraps. An additional ten (10) percent of the fleet shall be available for “full back” treatment. For rolling stock not using King Kong or full wraps, no advertising shall be permitted to obscure any part of any window, interfere with the operation of the Transit Vehicle or any safety or convenience equipment or obscure any lights or information displays.

The successful proposer shall also have the exclusive right to install and maintain eight (8) Car Cards per bus. The remaining space shall be reserved by the County for passenger information displays and Westchester County Government messages of a public benefit nature to be installed without cost to the County. The County shall not compete with the proposer in the sale of this space and shall be responsible for all production costs for these public-benefits advertisements.

2. Bee-Line ParaTransit Vehicle Advertising Services

Bee-Line ParaTransit has a mix of body-on-chassis, mini vans, SUVs and autos serving Westchester. In consultation with DPW&T the proposer shall have the exclusive right to install advertisements on any of these vehicles so long as any windows are not substantially obstructed.

3. Controversial, Obscene or Distasteful Advertising

Proposers shall provide a sample policy covering the review and criteria for accepting or rejecting advertising considered controversial, obscene or distasteful by community standards. All advertising shall be for the marketing of goods and services normally available for purchase by the public. See sub-section 4 below.

4. Advertising

A copy of each proposed advertisement shall be submitted to the DPW&T’s Commissioner or his duly authorized designee (“Commissioner”) for final approval or disapproval as to the form and content of the advertisement no less than seven (7) business days before the scheduled posting of the advertisement. The Commissioner shall have five (5) business days from the receipt of the proposed advertising in which to approve or disapprove the advertising. The successful proposer agrees that the decision of the Commissioner is final. If the Commissioner or his designated representative does not inform the successful proposer either in writing or by telephone within five (5) business days of receipt that the advertising is disapproved then approval shall be deemed granted and the successful proposer shall have the right to post the advertising. However, the Commissioner reserves the right to later object to and have removed any advertising that is posted.

The successful proposer shall not pursue advertisements, announcements, exhibit material, or any other display for goods or services for placement on buses, vans, shuttles or other authorized vehicles which, to the knowledge of the successful proposer or in the opinion of the Commissioner, are any of the following:

• False, misleading, or deceptive.

• Clearly defamatory or likely to hold up to scorn or ridicule a person or group of persons. Libelous, obscene, or pornographic.

• In advocacy of imminent lawlessness or violent action. Promoting tobacco products or violence.

• Infringement of copyright, trade dress, service mark, title, or slogan. Piracy.

• Advertisements of a political public issue, editorial, or election nature, either for a specific candidate or an issue, shall not be allowed.

• Advertisements of a religious nature shall not be allowed.

The successful proposer, at its sole cost and expense, shall remove from any buses, vans, shuttles or other authorized vehicles upon written demand of the Commissioner, advertisements that do not comply with the guidelines established in this RFP. In the event that such a matter is not removed within forty-eight (48) hours of receipt of the written demand, the Commissioner or his authorized designee may remove said material or display, and the successful proposer shall pay any costs to DPW&T from the incurring such action. The Commissioner or its authorized designee shall not in any way be held responsible or liable for any damage to the bus or materials removed.

Equal access shall be provided to all qualified advertisers at reasonable rates to any and all advertising spaces to be sold on the transit shelters as part of the Westchester County Bee-Line Transit Advertising Program. The successful proposer shall provide to DPW&T a fee schedule (rate card) for all advertising spaces offered as part of the program. This fee schedule shall be made available for informational purposes to any and all interested individuals, corporations or associations and the successful proposer shall notify the Commissioner in writing of any changes in the fee schedule within ten days of such changes.

The successful proposer shall be responsible for the billing and collection of the receipts in such a manner as proposed by the successful proposer and agreed to by the Commissioner.

C.) ANTICIPATED TERM

The term of any agreement resulting from this RFP is anticipated to be five (5) years, commencing on January 1, 2027, with the County having the option, in its sole discretion, to extend the term by one (1) additional five (5)-year period.

DPW&T reserves the right to terminate any license agreement resulting from this RFP in the event of any default to the terms of the agreement by the selected proposer or in the event it determines to be in the County’s best interest.

IV. LEGAL

A.) UNDERSTANDINGS

Please take notice, by submission of a proposal in response to this RFP, the proposer agrees to and understands that:

• any proposal, attachments, additional information, etc. submitted pursuant to this RFP constitute merely a suggestion to negotiate with the County of Westchester and is not a bid under Section 103 of the New York State General Municipal Law;

• submission of a proposal, attachments, and additional information shall not entitle the proposing entity to enter into a service agreement with the County of Westchester for the required services;

• by submitting a proposal, the proposing entity agrees and understands that the County of Westchester is not obligated to respond to the proposal, nor is it legally bound in any manner whatsoever by submission of same;

• any and all counter-proposals, negotiations, or any communications received by a proposing entity, its officers, employees, or agents from the County, its elected officials, officers, employees, or agents, shall not be binding against the County of Westchester, its elected officials, officers, employees, or agents unless and until a formal written agreement for the services sought by this RFP is duly executed by both parties and approved by the Westchester County Board of Acquisition & Contract and the Office of the Westchester County Attorney.

In addition to the foregoing, by submitting a proposal, the proposing entity also understands and agrees that the County of Westchester reserves the right, and may at its sole discretion exercise, the following rights and options with respect to this RFP, except to the extent restricted by applicable law, including, but not limited to, the Westchester County Procurement Policy, as amended:

• To reject proposals that do not conform in all material respects to the RFP or meet the minimum requirements;

• To reject all proposals;

• To issue additional solicitations for proposals and/or amendments to this RFP;

• To waive any irregularities in proposals received;

• To negotiate for amendments or other modifications to proposals;

• To conduct investigations with respect to the qualifications of each proposer;

• To exercise its discretion and apply its judgment with respect to any aspect of this RFP, the evaluation of proposals, and the negotiations and award of any contract;

• To enter into one or more agreements, for all or only portions of the services solicited by this RFP, with one or more of the proposers, or to not to enter into an agreement for any of the services solicited by this RFP; and

• To select the proposal from a responsible proposer that is most advantageous to the County and not necessarily on the basis of price or any other single factor or criterion.

While this is an RFP and not a bid, the County reserves the right to apply the case law under General Municipal Law §103 regarding bidder responsibility in determining whether a proposer is a responsible vendor for the purpose of this RFP process;

The County assumes no responsibility or liability of any kind for costs incurred in the preparation or submission of any proposal.

The County is not responsible for any internal or external delivery delays which may cause any proposal to arrive beyond the stated deadline. To be considered, proposals MUST arrive at the place specified herein and be time stamped prior to the deadline.

B.) PROPOSAL EVALUATION

In selecting a proposer with whom to commence contract negotiations, and in ultimately awarding this RFP, the County will choose the proposal from a responsible proposer that is most advantageous to the County, and otherwise in accordance with the County’s Procurement Policy and Procedures.

In order to determine what proposal is most advantageous, the County will evaluate all proposals on the basis of the criteria specified below, and weigh those criteria in the manner specified below. As indicated below, while the costs associated with the services will be one of the criteria, it is not the sole criterion.

1.) 20 points out of 100: Ability, qualifications, and experience of the proposer (and any proposed subcontractor(s), both in general and in providing services similar to those solicited by this RFP. Proposers will provide, at minimum, descriptions of relevant experience for the following:

• A minimum of five years of relevant experience within the tri-state area.

• Knowledge of relevant bus shelter equipment, operations, and maintenance.

• Transit advertising within Westchester County and/or any other county, municipality, authority, agency, or public benefit corporation, preferably in the State of New York.

• General project management, including – o Financial capacity to execute the project;

o Maintaining adequately-experienced and trained personnel for the duration of the project;

o Experience delivering tasks on-schedule and within budget, and to the satisfaction of clients;

o Success with timely communication with clients on project progress and issues; and o A history of profitability, positive net worth sufficient to cover default and sufficient current assets to demonstrate positive cash flow.

2.) 25 points out of 100: Ability, qualifications, and experience of the proposer’s staff (and the staff of any proposed subcontractor(s), both in general and in providing services similar to those solicited by this RFP. Proposers will provide, at minimum, descriptions of relevant experience of key project personnel (including any key subcontractors) for the following:

• A minimum of five years of relevant experience within the tri-state area.

• Knowledge of relevant bus shelter equipment, operations, and maintenance.

• Transit advertising within Westchester County and/or any other county, municipality, authority, agency, or public benefit corporation, preferably in the State of New York.

• General project management, including – o Financial capacity to execute the project;

o Maintaining adequately-experienced and trained personnel for the duration of the project;

o Experience delivering tasks on-schedule and within budget, and to the satisfaction of clients;

o Success with timely communication with clients on project progress and issues; and o A history of profitability, positive net worth sufficient to cover default and sufficient current assets to demonstrate positive cash flow.

3.) 25 points out of 100: Project methodology and approach, including the proposed work plan and approach for services solicited by this RFP. This includes, but is not limited to, consideration of whether the proposer’s work plan and approach demonstrates a thorough understanding of the solicited work and the activities and steps that will have to be taken to sufficiently and efficiently implement the necessary services required by the County.

4.) 30 points out of 100: The Revenue Proposal (Schedule “B”), including, but not necessarily limited to, consideration of the reasonableness of proposed costs and the proposed costs being consistent with what is needed to provide the services solicited by this RFP. .

Proposals should be complete, straightforward, and concise. Proposers should avoid submitting scope responses that solely and essentially recite RFP language back to the County. More thorough explanations and examples of proposed work processes are among the preferred means to describe a proposer’s intent to address the Section III(B) scope requirements.

A proposer may be required to give an oral presentation to the County to clarify or elaborate on elements of a submitted proposal. Please be advised that the County may, in its discretion, elect to conduct any such oral presentation in-person or via a video conferencing platform such as WebEx.

The County reserves the right to request clarifications or additional information from proposers during the evaluation process.

C. CONTRACT

After selection of the successful proposer, and following contract negotiations, a formal written contract will be prepared by the County of Westchester and will not be binding until signed by both parties and approved by the Westchester County Board of Acquisition & Contract and the Office of the County Attorney. NO RIGHTS SHALL ACCRUE TO ANY PROPOSER BY THE FACT THAT

A PROPOSAL HAS BEEN SELECTED BY THE COUNTY FOR SUBMISSION TO THE BOARD OF

ACQUISITION & CONTRACT FOR CONTRACT APPROVAL. SAID BOARD HAS THE RIGHT TO REJECT

ANY RECOMMENDATION AND THE APPROVAL OF SAID BOARD IS NECESSARY BEFORE A VALID

AND BINDING CONTRACT MAY BE EXECUTED BY THE COUNTY.

Each proposer accepts and agrees that, if selected by the County, it will be asked to sign a license agreement containing the following, or language in substantially the following form:

1.) INSURANCE, INDEMNIFICATION, AND DEFENSE

“The Licensee agrees to procure and maintain in continuous effect policies of insurance naming the County as additional insured, as provided and described in Schedule “__”, entitled “Standard Insurance Provisions”, which is attached hereto and made a part hereof. In addition to, and not in limitation of the insurance provisions contained in Schedule “__”, the Licensee agrees:

(a) that except for the amount, if any, of damage contributed to by, caused by, or resulting from the sole negligence of the County, the Licensee shall indemnify and hold harmless the County, its officers, employees, agents, and elected officials from and against any and all liability, damage, claims, demands, costs, judgments, fees, attorneys' fees or loss arising directly or indirectly out of the performance or failure to perform hereunder by the Licensee or third parties under the direction or control of the Licensee;

(b) to provide defense for and defend, at its sole expense, any and all claims, demands or causes of action directly or indirectly arising out of this Agreement and to bear all other costs and expenses related thereto; and

(c) in the event the Licensee does not provide the above defense and indemnification to the County, and such refusal or denial to provide the above defense and indemnification is found to be in breach of this provision, then the Licensee shall reimburse the County’s reasonable attorney’s fees incurred in connection with the defense of any action, and in connection with enforcing this provision of the Agreement.”

See: Schedule “C” to this RFP for the “Standard Insurance Provisions”.

2.) NON-DISCRIMINATION

“The Licensee expressly agrees that neither it nor any contractor, subcontractor, employee, or any other person acting on its behalf shall discriminate against or intimidate any employee or other individual on the basis of race, creed, religion, color, gender, age, national origin, ethnicity, alienage or citizenship status, disability, marital status, sexual orientation, familial status, genetic predisposition or carrier status during the term of or in connection with this Agreement, as those terms may be defined in Chapter 700 of the Laws of Westchester County. The Licensee acknowledges and understands that the County maintains a zero tolerance policy prohibiting all forms of harassment or discrimination against its employees by co-workers, supervisors, vendors, contractors, or others.”

3.) COMPLIANCE WITH LAWS

“The Licensee shall comply, at its own expense, with the provisions of all applicable federal, state and local laws, rules, regulations, orders or ordinances and requirements of every kind and nature, which now exist or are hereinafter be enacted or promulgated (“Laws”) applicable to this Agreement or the Work to be performed hereunder. Without limiting the generality of the foregoing, the Licensee further agrees to comply, at its own expense, with all Laws applicable to it as an employer of labor, and all Laws and licensing requirements pertaining to its professional status and that of its employees, partners, associates, subcontractors and others employed to render the Work hereunder.”

4.) RECORDS

“All records or recorded data of any kind compiled by the Licensee in completing the Work described in this Agreement, including but not limited to written reports, studies, drawings, blueprints, computer printouts, graphs, charts, plans, specifications and all other similar recorded data, shall become and remain the property of the County. The Licensee may retain copies of such records for its own use and shall not disclose any such information without the express written consent of the Commissioner. The County shall have the right to reproduce and publish such records, if it so desires, at no additional cost to the County.

Notwithstanding the foregoing, all work performed by Licensee under this Agreement by the Licensee are to be considered “works made for hire.” If any of the work performed does not qualify as “works made for hire,” the Licensee hereby assigns to the County all right, title and interest (including ownership of copyright) in such work and such assignment allows the County to obtain in its name copyrights, registrations and similar protections which may be available. The Licensee agrees to assist the County, if required, in perfecting these rights. The Licensee shall provide the County with at least one copy of each deliverable.

The Licensee agrees to defend, indemnify and hold harmless the County for all damages, liabilities, losses and expenses arising out of any claim that a deliverable infringes upon an intellectual property right of a third party. If such a claim is made, or appears likely to be made, the Licensee agrees to enable the County’s continued use of the deliverable, or to modify or replace it. If the County determines that none of these alternatives is reasonably available, the deliverable may be returned.”

5.) TERMINATION

“(a) The County, upon ten (10) days’ notice to the Licensee, may terminate this Agreement in whole or in part when the County deems it to be in its best interest. In such event, the Licensee shall be liable only for its pro-rata share of License fees payable pursuant to this Agreement prior to the effective date of termination. Upon receipt of notice that the County is terminating this Agreement in its best interests, the Licensee shall stop work immediately and incur no further costs in furtherance of this Agreement without the express approval of the Commissioner, and the Licensee shall direct any approved subcontractors and/or subconsultants to do the same.

In the event of a dispute as to the value of the Work rendered by the Licensee prior to the date of termination, it is understood and agreed that the Commissioner shall determine the value of such Work rendered by the Licensee. The Licensee shall accept such reasonable and good faith determination as final.

(b) In the event the County determines that there has been a material breach by the Licensee of any of the terms of the Agreement and such breach either,

(i) remains uncured for forty-eight (48) hours after service on the Licensee of written notice thereof, or (ii) is not capable of being cured, the County, in addition to any other right or remedy it might have, may terminate this Agreement and the County shall have the right, power, and authority to complete the Work provided for in this Agreement, or contract for its completion, and any additional expense or cost of such completion shall be charged to and paid by the Licensee. Without limiting the foregoing, upon written notice to the Licensee, repeated breaches by the Licensee of duties or obligations under this Agreement shall be deemed a material breach of this Agreement justifying termination for cause hereunder without requirement for further opportunity to cure.

6.) FUNDING AND APPROPRIATIONS

“The Licensee recognizes and acknowledges that the obligations of the County under this Agreement are subject to the County’s receipt of funds (the “Funds”) from the United States and/or New York State, and that no liability shall be incurred by the County beyond the Funds made available to the County for this Agreement. The Licensee agrees that the County shall not be liable for any of the payments hereunder unless and until the County Commissioner of Finance has received said Funds or the Funds have been made available to said commissioner. Without limiting the foregoing, in the event the County makes any payment(s) hereunder in advance of receiving all or part of the Funds, if the Funds for such payment(s) is not subsequently received by the Commissioner of Finance, the Licensee shall repay to the County such payment(s).

If, for any reason, the full amount of the Funds is not paid over or made available to the County, the County may terminate this Agreement immediately or reduce the amount payable to the Licensee, in the discretion of the County. The County shall give prompt notice of any such termination or reduction to the Licensee. If the County subsequently offers to pay a reduced amount to the Licensee, then the Licensee shall have the right to terminate this Agreement upon reasonable prior written notice.

The parties also recognize and acknowledge that the obligations of the County under this Agreement are subject to annual appropriations by its Board of Legislators pursuant to the Laws of Westchester County. Therefore, this Agreement shall be deemed executory only to the extent of the monies appropriated and available. The County shall have no liability under this Agreement beyond funds appropriated and available for payment pursuant to this Agreement. The parties understand and intend that the obligation of the County hereunder shall constitute a current expense of the County and shall not in any way be construed to be a debt of the County in contravention of any applicable constitutional or statutory limitations or requirements concerning the creation of indebtedness by the County, nor shall anything contained in this Agreement constitute a pledge of the general tax revenues, funds or moneys of the County. The County shall pay amounts due under this Agreement exclusively from legally available funds appropriated for this purpose. The County shall retain the right, upon the occurrence of the adoption of any County Budget by its Board of Legislators during the term of this Agreement or any amendments thereto, and for a reasonable period of time after such adoption(s), to conduct an analysis of the impacts of any such County Budget on County finances. After such analysis, the County shall retain the right to either terminate this Agreement or to renegotiate the amounts and rates set forth herein. If the County subsequently offers to pay a reduced amount to the Licensee, then the Licensee shall have the right to terminate this Agreement upon reasonable prior written notice.

This Agreement is also subject to further financial analysis of the impact of any New York State Budget (the “State Budget”) proposed and adopted during the term of this Agreement. The County shall retain the right, upon the occurrence of any release by the Governor of a proposed State Budget and/or the adoption of a State Budget or any amendments thereto, and for a reasonable period of time after such release(s) or adoption(s), to conduct an analysis of the impacts of any such State Budget on County finances. After such analysis, the County shall retain the right to either terminate this Agreement or to renegotiate the amounts and rates approved herein. If the County subsequently offers to pay a reduced amount to the Licensee, then the Licensee shall have the right to terminate this Agreement upon reasonable prior written notice.”

6.) DELEGATIONS, ASSIGNMENTS, AND SUBCONTRACTING

“The Licensee shall not make any delegation or assignment of, or otherwise transfer or dispose of, all or any part of this Agreement, including any duties or rights hereunder, without the prior express written consent of the County, subject to any necessary legal approvals. The Licensee shall not subcontract any part of the Work without the written consent of the County, subject to any necessary legal approvals. Any purported delegation, assignment, subcontracting, or other such action by the Licensee regarding this Agreement without the prior express written consent of the County is void.

All sublicenses or sublicensees that have received such prior written consent shall provide that sublicensees are subject to all terms and conditions set forth in this Agreement. It is recognized and understood by the Licensee that for the purposes of this Agreement, all portions of the Work performed by a County-approved sublicensee shall be deemed work performed by the Licensee and the Licensee shall insure that such sublicensed work is subject to the material terms and conditions of this Agreement.

All sublicenses for the Work shall expressly reference the subcontractor’s duty to comply with the material terms and conditions of this Agreement and shall attach a copy of this Agreement.”

D.) NON-COLLUSION

The proposer, by signing the proposal, does hereby warrant and represent that any ensuing agreement has not been solicited, secured, or prepared directly or indirectly, in a manner contrary to the laws of the State of New York and the County of Westchester, and that said laws have not been violated and shall not be violated as they relate to the procurement or the performance of the agreement by any conduct, including the paying or the giving of any fee, commission, compensation, gift, gratuity, or consideration of any kind, directly or indirectly, to any County employee, officer, or official.

By submission of this proposal, the proposer and each person signing on behalf of the proposer certifies, and in the case of a joint proposal each party thereto certifies as to its own organization, under penalty of perjury, that to the best of knowledge and belief:

1. The prices in this proposal have been arrived at independently without collusion, consultation, communication, or agreement, for the purpose of restricting competition, as to any matter relating to such prices with any other proposer or with any competitor;

2. Unless otherwise required by law, the prices which have been quoted in this proposal have not been knowingly disclosed by the proposer and will not knowingly be disclosed by the proposer prior to opening, directly or indirectly, to any other proposer or to any competitor; and

3. No attempt has been made or will be made by the proposer to induce any other person, partnership, or corporation to submit or not to submit a proposal for the purpose of restricting competition.

If the proposer cannot make the above certification, the proposer shall include in its cover letter a statement saying that the proposer cannot make the above certification and setting forth in detail the reasons why it cannot do so.

E.) CONFLICT OF INTEREST

All proposers must disclose with their proposals the name of any officer, director, or agent who is also an employee of the County of Westchester. Further, all proposers must disclose the name of any County officer, employee, or elected official who owns, directly or indirectly, an interest of ten percent or more in the proposer or any of its subsidiaries or affiliates.

F.) CONTENTS OF PROPOSAL AND FREEDOM OF INFORMATION LAW

The New York State Freedom of Information Law as set forth in Public Officers Law, Article 6, Sections 84-90, mandates public access to government records. However, proposals submitted in response to this RFP may contain technical, financial background, or other data, public disclosure of which could cause substantial injury to the proposer’s competitive position or constitute a trade secret. Proposers who have a good faith belief that information submitted in their proposals is protected from disclosure under the New York Freedom of Information Law shall:

a) Insert the following notice in the front of its proposal:

“NOTICE

The data on pages ___ of this proposal identified by an asterisk (*) contains technical or financial information constituting trade secrets or information the disclosure of which would result in substantial injury to the proposer’s competitive position.

The proposer requests that such information be used only for the evaluation of the proposal, but understands that any disclosure will be limited to the extent that the County considers proper under the law. If the County enters into an agreement with this proposer, the County shall have the right to use or disclose such information as provided in the agreement, unless otherwise obligated by law.”

and

b) Clearly identify the pages of the proposals containing such information by typing in bold face on the top of each page: “ * THE PROPOSER BELIEVES THAT THIS INFORMATION

IS PROTECTED FROM DISCLOSURE UNDER THE STATE FREEDOM OF INFORMATION

LAW.”

The County assumes no liability for disclosure of information so identified, provided that the County has made a good faith legal determination that the information is not protected from disclosure under applicable law or where disclosure is required to comply with an order or judgment of a court of competent jurisdiction.

The contents of the proposal which is accepted by the County, except portions "Protected from Disclosure", may become part of any agreement resulting from this RFP.

G.) MBE/WBE

Pursuant to Section 308.01 of the Laws of Westchester County, it is the goal of the County to use its best efforts to encourage, promote and increase the participation of business enterprises which are owned and controlled by persons of color or women in contracts and projects funded by the County. Therefore, all proposers are required to complete the questionnaire attached to this RFP as Schedule “D”.

H.) MACBRIDE PRINCIPLES

Pursuant to Section 310.01 of the Laws of Westchester County, no County procuring officer may award or recommend for award any contract not subject to competitive bidding to a proposer that does not execute a certification substantially in the form attached hereto as Schedule “E”.

Therefore, all proposers are required to submit with their proposal the Certification Form attached to this RFP as Schedule “E”.

I.) REQUIRED DISCLOSURE OF RELATIONSHIPS TO THE COUNTY

All proposers are required to submit with their proposal the Disclosure Form attached to this RFP as Schedule “F”.

J.) CRIMINAL BACKGROUND DISCLOSURE

All proposers are required to submit the Criminal Background Disclosure form attached to this RFP as Schedule “G”.

K.) SERVICE-DISABLED VETERANS

The County believes it is a laudable goal to provide business opportunities to veterans who were disabled while serving our country, and wants to encourage the participation in County contracts of certified business enterprises owned and controlled by service-disabled veterans. As part of the County’s program to encourage the participation of such business enterprises in County contracts, and in furtherance of Article 3 of the New York State Veterans’ Services Law, all proposers are required to complete the questionnaire attached to this RFP as Schedule “H”.

[NO FURTHER TEXT/PROPOSER CERTIFICATION FOLLOWS]

VI. PROPOSER CERTIFICATION

The undersigned agrees and understands that this proposal and all attachments, additional information, etc. submitted herewith constitute merely an offer to negotiate with the County of Westchester and is NOT A BID. Submission of this proposal, attachments, and additional information shall not obligate or entitle the proposing entity to enter into a service agreement with the County of Westchester for the required services. The undersigned agrees and understands that the County of Westchester is not obligated to respond to this proposal nor is it legally bound in any manner whatsoever by the submission of same. Further, the undersigned agrees and understands that any and all proposals and negotiations shall not be binding or valid against the County of Westchester, its directors, officers, employees, or agents unless an agreement is signed by a duly authorized officer of the County of Westchester and approved by the Westchester County Board of Acquisition & Contract and by the Office of the County Attorney.

It is understood and agreed that the County of Westchester reserves the right to reject consideration of any and all proposals including, but not limited to, proposals which are conditional or incomplete. It is further understood and agreed that the County of Westchester reserves all rights specified in the Request for Proposals.

It is represented and warranted by those submitting this proposal that except as disclosed in the proposal, no officer or employee of the County of Westchester is directly or indirectly a party to or in any other manner interested in this proposal or any subsequent service agreement that may be entered into.

Proposer Name

By:

Name:

Title:

You Must Complete the Applicable Acknowledgement and Certificate of Authority Document(s), Which Are on the Pages Following This Page

ACKNOWLEDGMENT

STATE OF ____________________ )

) ss.:

COUNTY OF __________________ )

On the __________ day of ________________ in the year 20__, before me, the undersigned, personally appeared _____________________________, personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is

(are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument.

Date: _____________ ___________________________________ Notary Public

SOLE CORPORATE OFFICER ACKNOWLEDGMENT

STATE OF ____________________ )

) ss.:

COUNTY OF __________________ )

On this ________ day of ________________, 20__, before me, the undersigned, personally appeared _________________________________, personally known to me or (Name of Sole Officer) proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity as President and sole officer and director of ___________________________, (Name of Corporation) the corporation described in and which executed the within instrument, and acknowledged that he/she owns all the issued and outstanding capital stock of said corporation, and that by he/she signed the within instrument on behalf of said corporation.

SOLE LLC MEMBER ACKNOWLEDGMENT

STATE OF ____________________ )

) ss.:

COUNTY OF __________________ )

On this _________ day of ___________________, 20___, before me, the undersigned, personally appeared ___________________________, personally known to me or proved to me (Name of Sole Member) on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her capacity as Managing Member and sole member of ____________________________________________, (Name of LLC) the LLC described in and which executed the within instrument, and acknowledged that he/she owns the entire ownership interest in the LLC, and that by he/she signed the within instrument on behalf of said LLC.

CERTIFICATE OF AUTHORITY

(CORPORATION)

I, _____________________________________________________, (Officer other than officer signing document for the corporation) certify that I am the ___________________________________________________ of (Title) the _________________________________________________________ a corporation duly (Name of Corporation) organized and in good standing under the

(Law under which organized, e.g., the New York Business Corporation Law) named in the foregoing document; that _____________________________________________ (Person signing the document for the corporation) who signed said document on behalf of the ____________________________________ (Name of Corporation) was, at the time of signing ______________________________________________ (Title of such person) of the Corporation and that said document was duly signed for and on behalf of said Corporation by authority of its Board of Directors, thereunto duly authorized and that such authority is in full force and effect at the date hereof.

(Signature)

STATE OF ____________________ )

) ss.:

COUNTY OF __________________ )

On the ______ day of ___________ in the year 20__, before me, the undersigned, a Notary Public in and for said State, _______________________________ personally appeared, personally known to me or proved to me on the basis of satisfactory evidence to be the officer described in and who executed the above certificate, who being by me duly sworn did depose and say that he/she resides___________________________________________________, and he/she is an officer of said corporation; that he/she is duly authorized to execute said certificate on behalf of said corporation, and that he/she signed his/her name thereto pursuant to such authority.

(LIMITED LIABILITY COMPANY)

I, ____________________________________________________________, (member or manager other than person signing the document for the LLC) certify that I am a ____________________ of ______________________________________ (member/manager) (Name of Limited Liability Company)

(the “LLC”) duly organized under the Laws of the State of ________________________; that (Name of State)

___________________________________ who signed said the document on behalf of the LLC (Person signing the document) was, at the time of signing, a manager of the LLC; that said document was duly signed…