RFP_Commercial Drivers License_34 mo term 2025-2028_2nd Draft.docx

INVITATION TO SUBMIT PROPOSALS

TO PROVIDE DRIVER EDUCATION TRAINING FOR STUDENTS ENROLLED AT THE WESTCHESTER EDUCATIONAL OPPORTUNITY CENTER (WEOC)

FOR

WESTCHESTER COMMUNITY COLLEGE

75 GRASSLANDS ROAD

VALHALLA, NEW YORK 10595

PROPOSAL DUE DATE: Friday May 30, 2025 @ 3pm EST

Contact:

Westchester Educational Opportunity Center 26 South Broadway Yonkers, NY 10701 Phone: 914-606-7618 Email: Stacy.Larson@sunywcc.edu

Please be advised that all matters concerning this RFP, from the date of issuance until the contract awards are made, are to be directed in writing to the above-named contact person.

One original of the proposal MUST be received no later than Friday May 30, 2025 at 3pm EST at the following address:

Westchester Educational Opportunity Center Academic Affairs – ATTN: Stacy Larson, Esq.

26 South Broadway, Rm 709 Yonkers, NY 10701

Proposal Packages should be marked:

REQUEST FOR PROPOSALS

TO PROVIDE NYS DRIVER’S LICENSE, NYS COMMERCIAL DRIVER’S LICENSE-CLASS B, and NYS COMMERCIAL DRIVER’S LICENSE-CLASS B with P-S ENDORSEMENT TRAINING

FOR

WESTCHESTER EDUCATIONAL OPPORTUNITY CENTER

26 SOUTH BROADWAY

YONKERS, NEW YORK 10701

With another copy of the proposal emailed to: weoc.businessoffice@sunywcc.edu

REQUEST FOR PROPOSALS

The County of Westchester (the “County”), acting by and through the Westchester Educational Opportunity Center of Westchester Community College (“WEOC”), invites proposals from qualified instructors to provide driver education training as required by NYS Dept of Motor Vehicles to obtain a NYS Driver’s License or a NYS Commercial Driver’s License and/or Commercial Driver’s License with endorsements for referred students enrolled at the WEOC.

I. SCOPE OF WORK:

The selected proposer will be required to provide WEOC with the driver education training in all requested services: driver’s license, commercial driver’s license and commercial driver’s license with endorsements as necessary and required by federal and state regulation to obtain NYS Driver’s License and or NYS Commercial Driver’s license for referred students enrolled at WEOC as more fully described below:

The Westchester Educational Opportunity Center (WEOC) offers Workforce Training Programs such as Commercial Driver’s License Program which prepares students to meet the requirements to take the state certifications to obtain work in the related field of study. Students referred for driver’s education must receive appropriate classroom instruction and practical behind the wheel experience and administration of practice written tests to assure success in obtaining licensing per federal and state regulations for NYS Driver’s License (DL), NYS Commercial Driver’s License-Class B (CDL-B) and/or CDL-Class B with P-S endorsements.

The successful proposer selected to provide the driver's education will deliver training in all requested services, DL, CDL-B, and CDL-B-P-S endorsements specified. Prior to training, the vendor will meet with the WEOC Academic Affairs Assistant Dean to review lecture schedules and classroom policies. The vendor will hold the 6-hour lecture class training at the WEOC facility during which time they will introduce themselves to students, explain how the training will take place, provide instructional materials to each student, and make arrangements, in coordination with WEOC’s Academic Affairs Assistant Dean (or designee) to determine dates by which students must complete & obtain endorsement permits to schedule student road test with the NYS DMV; behind the wheel driver training lessons, and provide support to the student to assure success in passing the road test. The WEOC CDL tracking sheet must be used to maintain accurate hourly lesson records for each student which must be signed by the student acknowledging that the instruction was received. The signed referral forms are required to be submitted to WEOC’s Academic Affairs office, as documentation in support of invoices. Inclusive in the driver education training, the vendor will administer a written practice exam and a practice vehicle safety inspection as applicable to CDL to assure student success in obtaining licensing. The vendor will provide requested services as designated by the time schedule created by WEOC. Services will need to be accessible to the southwest Yonkers area, which is where the majority of the WEOC student population derives. This includes the vendor’s practical instruction being accessible and convenient for the students. The vendor is also responsible for submission of signed attendance sheets from the 6-hour lecture and regular bi-weekly updates on the status of students completing the training at the driver’s education facility or site.

Invoicing is to be on original sequentially numbered invoices submitted after a cohort completes its first road test accompanied by WCC Payment Voucher (which will be provided with the return of an executed contract) and documentation of services provided; such documentation is satisfied by returning each WEOC Student tracking sheet containing the original signatures of the student acknowledging that services were received by student, and instructor(s) certifying that services were rendered providing the requested services. Subsequent invoices may be submitted for any 2nd & 3rd road tests.

For each Category of Service Requested in SCOPE of SERVICES, a student driver should meet a NYS DMV specified minimum number of hours of behind the wheel training. Please indicate the estimated number of hours of behind the wheel training per student, up to 25 hours.

II. TERM:

The term of the agreement will be for a period of thirty-three (34) months commencing on or about September 1, 2025 and expiring on or about June 30, 2028.

III. FEES:

The successful bidder will be paid on a fee for service basis for the service provided upon proper invoicing. Proposers shall submit on the form attached hereto in Section V “Proposal Requirements” on a cost per student basis for each of the categories set forth on the Schedule.

IV. EVALUATION CRITERIA:

The College shall apply the following evaluation criteria in selecting a proposer with whom to commence contract negotiations. Such criteria are not necessarily listed in order of importance. The College reserves the right to weigh its evaluation criteria in any manner it deems appropriate:

· Ability to deliver all requested driver’s license, commercial driver’s license – CLASS B and commercial driver’s license -CLASS B with P-S endorsements training.

· Cost per student.

· Ability to accommodate up to15-20 students per cohort within 4-6 weeks once behind the wheel driving commences. Anticipate approximately 45 students per academic year.

· Geographic proximity of WEOC so that referred students are not at a hardship of getting to the driving school or site via public transportation.

V. PROPOSAL REQUIREMENTS

Packages should be marked:

REQUEST FOR PROPOSALS

TO PROVIDE NYS DRIVER’S LICENSE, NYS COMMERCIAL DRIVER’S LICENSE-CLASS B, and NYS COMMERCIAL DRIVER’S LICENSE-CLASS B with P-S ENDORSEMENT TRAINING

FOR

WESTCHESTER EDUCATIONAL OPPORTUNITY CENTER

26 SOUTH BROADWAY

YONKERS, NEW YORK 10701

1) The proposal must include the following information:

a. Scope of work to be performed. Provide a detailed narrative of how the WEOC’s scope would be performed.

b. Identification of Key Personnel. Identify and provide background information on the key personnel who would provide services to the WEOC. The proposal must include the professional qualifications and experience of these individuals.

c. Timetable. Provide a timetable for completion of obtaining a driver’s license or commercial driver’s license-class B or commercial driver’s license-class B with P-S endorsements per a given individual.

d. Information about firm. Provide a brief history of the firm including its size, location of office(s) and Principal’s names.

e. Experience: The Proposal should list the proposer’s:

· Applicable Licenses to provide the listed services

· Experience providing the services requested by this RFP

· Membership in appropriate professional organizations.

· Certifications.

· Expertise of individuals who Proposer has identified as the individuals who will provide the services to the WEOC.

· Any other relevant information or experience that will assist the College in evaluating your experience and ability to provide the required services.

· Proposer must complete and submit with their proposal pricing information (See: Price Proposal Page, which must be Completed & Submitted with Proposal):

2) Proposals must be submitted on the proposer’s letterhead or standard proposal form and signed by an authorized representative of the proposer.

3) The proposal cover letter signed by a person authorized by the proposer to make a binding proposal must set forth that “this proposal constitutes a valid, binding and continuing offer at the prices set forth in the proposal for a period of sixty (60) days from the deadline for acceptance of proposals as set forth herein.”

4) Proposal must be typed or printed in black ink. All corrections made by the proposer prior to the opening must be initialed and dated by the proposer. No changes will be allowed after proposals are opened.

5) Proposals delivered prior to the deadline shall be secured unopened so long as the package is properly marked as set forth above. Late proposals will not be accepted.

6) Proposals MUST be signed. Unsigned proposals will be rejected.

7) Proposers may be required to give an oral presentation to the WEOC to clarify or elaborate on the written proposal.

8) The Proposer shall provide at a minimum the following information:

9) The Proposer MUST submit the PROPOSER CERTIFICATION AND NON-COLLUSION CERTIFICATION

10) 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.

11) WRITTEN REQUESTS FOR CLARIFICATION: The Submission of Questions or Requests for clarification of this RFP MUST be written and submitted by email to:

Stacy.Larson@sunywcc.edu and weoc.businessoffice@sunywcc.edu

NO later than Tuesday, May 13, 2025 at 11:59 p.m. EST

Answers will be provided on or about Wednesday, May 21, 2025 on the County website.

PRICE PROPOSAL

Category A: For Student Drivers without Driver’s License Cost Per Student

6 hours defensive driving course lecture including 5-hour

Cost for an Extra Road Test to include:

1 hour instruction and use of vehicle during road test (automobile) $____

TOTAL for CATEGORY A $__________

Category B: Commercial Driver’s License-Class B for Students with Driver’s License: Cost Per Student

1 hour of behind the wheel instruction in a commercial van, bus, or truck

Schedule written and road test including all DMV fees, medical physicals,

Cost for an Extra Road Test to include:

1 hour instruction and use of van during road test (commercial) $____

TOTAL FOR CATEGORY B $__________

Category C: Air Brake Endorsement (BPS license) Cost Per Student

Suggested number of hours for behind the wheel instruction in a commercial van/truck/bus. ____ Schedule written and road test including all DMV fees, medical physicals,

Cost for an Extra Road Test:

1 hour instruction and use of vehicle during road test (air brake for air brake endorsement) $____

TOTAL FOR CATEGORY C $__________

VI. LEGAL UNDERSTANDINGS

Please take notice, by submission of a proposal in response to this RFP, proposing entity 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 College for the required services;

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

· That any and all counter-proposals, negotiations or any communications received by a proposing entity, its officers, employees or agents from the College, 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 College 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 evaluation criteria;

· To reject all proposals;

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

· To waive any irregularities in proposals received after notification to all proposers;

· 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 an agreement for only portions (or not to enter into an agreement for any) of the services contemplated by the proposals with one or more of the proposers;

· To select the proposal that best satisfies the interests of the College and not necessarily on the basis of price or any other single factor in the evaluation criteria;

While this is an RFP and not a bid, the College 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 College assumes no responsibility or liability of any kind for costs incurred in the preparation or submission of any proposal;

The College 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.

VII. 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 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.

The successful proposer will be asked to sign a contract substantially in the form attached hereto as EXHIBIT “A”.

The successful proposer shall be required to procure and maintain insurance as provided and described in Schedule “C” to the Sample Contract which is attached hereto as Exhibit “A”.

VIII. CONFLICT OF INTEREST

The award of a contract is subject to provisions of all Federal, State and County laws. 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.

IX. PROPOSALS SUBJECT TO 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.

X. MACBRIDE PRINCIPLES:

Pursuant to Act No. 56-1999, no County procuring officer may award or recommend for award any contract not subject to competitive bidding to a party that does not execute a certification in substantially the form attached hereto in the attached Sample Contract.

XI. PROPOSER CERTIFICATION AND NON-COLLUSION CERTIFICATION

This document must be submitted before a Proposal can be considered:

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.

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

Proposer Name

By:

Name and Title

This page intentionally blank

EXHIBIT “A”

[SAMPLE CONTRACT]

THIS AGREEMENT made the _____ day of _________________, 20___ by and between

THE COUNTY OF WESTCHESTER, a municipal corporation of the State of New York, having an office and place of business in the Michaelian Office Building, 148 Martine Avenue, White Plains, New York 10601, acting by and through WESTCHESTER COMMUNITY COLLEGE, (hereinafter the “County” or the “College” ), and

(hereinafter the “Consultant”).

W I T N E S S E T H :

FIRST: The Consultant shall provide _______________________ services for Westchester Community College all as more particularly described (the “Work”) in the Consultant’s proposal, which is attached hereto and made a part hereof as Schedule “A-1”. The Work shall be carried out by the Consultant in accordance with current industry standards and trade practices.

If there is a conflict among the terms of this Agreement, the Request for Proposals and Consultant’s proposal, the following order or precedence shall apply:

1. This Agreement;

2. The Request for Proposals; and

3. The Consultant’s Proposal.

SECOND: The term of this Agreement shall commence on __________ and shall continue through __________, unless terminated earlier pursuant to the provisions of this Agreement.

The Consultant shall report to the County on its progress toward completing the Work, as the President of the College or his duly authorized designee (the “President”) may request, and shall immediately inform the President in writing of any cause for delay in the performance of its obligations under this Agreement.

THIRD: For the Work to be performed pursuant to Paragraph “FIRST”, the Consultant shall be paid an amount not to exceed _______________ Dollars ($xxxxx.xx), payable in accordance with the rates contained in Schedule “A-2”.

Except as otherwise expressly stated in this Agreement, no payment shall be made by the County to the Consultant for out-of-pocket expenses or disbursements made in connection with the services rendered or the work to be performed hereunder.

Any and all requests for payment to be made, including any request for partial payment, shall be submitted by the Consultant on properly executed payment vouchers of the County and paid only after approval by the President. All payment vouchers must be accompanied by a numbered invoice and must contain the invoice number where indicated. All invoices submitted during each calendar year shall utilize consecutive numbering and be non-repeating. In no event shall final payment be made to the Consultant prior to completion of all Work and the approval of same by the President.

FOURTH: The Consultant shall, at no additional charge, furnish all labor, services, materials, goods, equipment and any other things necessary to complete the Work, unless specific additional charges are expressly permitted under this Agreement. It is recognized and understood that even if specific additional charges are expressly permitted under this Agreement, in no event shall total payment to the Consultant exceed the not-to-exceed amount set forth above.

FIFTH: Prior to the making of any payments hereunder, the County may, at its option, audit such books and records of the Consultant as are reasonably pertinent to this Agreement to substantiate the basis for payment. The County will not withhold payment pursuant to this paragraph for more than thirty (30) days after payment would otherwise be due pursuant to the provisions of this Agreement, unless the County shall find cause to withhold payment in the course of such audit or the Consultant fails to cooperate with such audit. The County shall, in addition, have the right to audit such books and records subsequent to payment, if such audit is commenced within one year following termination of this Agreement.

In addition to any general audit rights to which the County may be entitled hereunder, the County also reserves the right to audit the Consultant’s performance under this Agreement. Such audit may include requests for documentation or other information which the President may, in his discretion, deem necessary and appropriate to verify the information provided by the Consultant as required by Paragraph “SECOND”. The County may also make site visits to the location/s where the services to be provided under this Agreement are performed in order to review Consultant’s records, observe the performance of services and/or to conduct interviews of staff and patrons, where appropriate and not otherwise prohibited by law.

SIXTH: The parties 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 Consultant, then the Consultant 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 Consultant, then the Consultant shall have the right to terminate this Agreement upon reasonable prior written notice.

SEVENTH: (a) The County, upon ten (10) days' notice to the Consultant, may terminate this Agreement in whole or in part when the County deems it to be in its best interest. In such event, the Consultant shall be compensated, and the County shall be liable only for payment for services already rendered under this Agreement prior to the effective date of termination, at the rates specified in Schedule “A-2”. Upon receipt of notice that the County is terminating this Agreement in its best interests, the Consultant shall stop work immediately and incur no further costs in furtherance of this Agreement without the express approval of the President, and the Consultant shall direct any approved subcontractors to do the same.

In the event of a dispute as to the value of the Work rendered by the Consultant prior to the date of termination, it is understood and agreed that the President shall determine the value of such Work rendered by the Consultant. The Consultant 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 Consultant of any of the terms of the Agreement and such breach remains uncured for forty-eight (48) hours after service on the Consultant of written notice thereof, 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 Consultant. Without limiting the foregoing, upon written notice to the Consultant, repeated breaches by the Consultant 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.

EIGHTH: The Consultant agrees to procure and maintain insurance as provided and described in Schedule “B”, 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 “B”, the Consultant agrees:

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

(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.

NINTH: The Consultant represents and warrants that all prices quoted herein for the work to be performed hereunder have been arrived at by the Consultant independently and have been submitted without collusion with any other vendor of similar materials, supplies, equipment or services.

TENTH: The Consultant expressly agrees that neither it nor any contractor, consultant, subcontractor, subconsultant, 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 Consultant 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.

ELEVENTH: The Consultant shall comply, at its own expense, with the provisions of all applicable local, state and federal laws, rules and regulations, including, but not limited to, those applicable to the Consultant as an employer of labor. The Consultant shall further comply, at its own expense, with all applicable rules, regulations and licensing requirements pertaining to its professional status and that of its employees, partners, associates, subcontractors and others employed to render the Work hereunder.

It is the intent and understanding of the County and Consultant that each and every provision required by law, contract, or other proper authority to be included in this agreement shall, for all intents and purposes, be considered and deemed included herein. The Consultant understands and acknowledges that for each and every such provision that has, through mistake or otherwise, either not been inserted in writing or been inserted in writing in an incorrect form, the Consultant hereby consents to amending this agreement in writing, upon receipt of notice from the County, for the purpose of inserting or correcting the provision in question.

TWELFTH: 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 owned and controlled by women or persons of color in contracts and projects funded by all departments of the County. Attached hereto and forming a part hereof as Schedule “C” is a Questionnaire entitled Business Enterprises Owned and Controlled by Women or Persons of Color. The Consultant agrees to complete the questionnaire attached hereto as Schedule “C”, as part of this Agreement.

THIRTEENTH: All records or recorded data of any kind compiled by the Consultant 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 Consultant may retain copies of such records for its own use and shall not disclose any such information without the express written consent of the President. 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 deliverables created under this Agreement by the Consultant are to be considered “works made for hire.” If any of the deliverables do not qualify as “works made for hire,” the Consultant hereby assigns to the County all right, title and interest (including ownership of copyright) in such deliverables and such assignment allows the County to obtain in its name copyrights, registrations and similar protections which may be available. The Consultant agrees to assist the County, if required, in perfecting these rights. The Consultant shall provide the County with at least one copy of each deliverable.

The Consultant 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 Consultant 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.

FOURTEENTH: The Consultant shall not delegate any duties or assign any of its rights under this Agreement without the prior express written consent of the County. The Consultant shall not subcontract any part of the Work without the written consent of the County, subject to any necessary legal approvals. Any purported delegation of duties, assignment of rights or subcontracting of Work under this Agreement without the prior express written consent of the County is void. All subcontracts that have received such prior written consent shall provide that subcontractors are subject to all terms and conditions set forth in this Agreement. It is recognized and understood by the Consultant that for the purposes of this Agreement, all Work performed by a County-approved subcontractor shall be deemed Work performed by the Consultant and the Consultant shall insure that such subcontracted work is subject to the material terms and conditions of this Agreement.

All subcontracts 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 the County’s contract with the Consultant. The Consultant shall obtain a written acknowledgement from the owner and/or chief executive of subcontractor or his/her duly authorized representative that the subcontractor has received a copy of the County’s contract, read it and is familiar with the material terms and conditions thereof. The Consultant shall include provisions in its subcontracts designed to ensure that the Consultant and/or its auditor has the right to examine all relevant books, records, documents or electronic data of the subcontractor necessary to review the subcontractor’s compliance with the material terms and conditions of this Agreement. For each and every year for which this Agreement continues, the Consultant shall submit to the President a letter signed by the owner and/or chief executive officer of the Consultant or his/her duly authorized representative certifying that each and every approved subcontractor is in compliance with the material terms and conditions of the Agreement.

FIFTEENTH: The Consultant and the County agree that the Consultant and its officers, employees, agents, consultants, contractors, subconsultants and/or subcontractors are independent contractors and not employees of the County or any department, agency or unit thereof. In accordance with their status as independent contractors, the Consultant covenants and agrees that neither the Consultant nor any of its officers, employees, agents, consultants, contractors, subconsultants, and/or subcontractors will hold themselves out as, or claim to be, officers or employees of the County or any department, agency or unit thereof.

SIXTEENTH: Failure of the County to insist, in any one or more instances, upon strict performance of any term or condition herein contained shall not be deemed a waiver or relinquishment of such term or condition, but the same shall remain in full force and effect. Acceptance by the County of any Work or the payment of any fee or reimbursement due hereunder with knowledge of a breach of any term or condition hereof, shall not be deemed a waiver of any such breach and no waiver by the County of any provision hereof shall be implied.

SEVENTEENTH: All notices of any nature referred to in this Agreement shall be in writing and either sent by registered or certified mail postage pre-paid, or delivered by hand or overnight courier, or sent by facsimile (with acknowledgment received and a copy of the notice sent by registered or certified mail postage pre-paid), to the addresses as set forth below or to such other addresses as the respective parties hereto may designate in writing. Notice shall be effective on the date of receipt. Notices shall be sent to the following:

To the County:

with a copy to:

To the Consultant:

EIGHTEENTH: This Agreement and its attachments constitute the entire Agreement between the parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments and writings. It shall not be released, discharged, changed or modified except by an instrument in writing signed by a duly authorized representative of each of the parties.

NINETEENTH: Nothing herein is intended or shall be construed to confer upon or give to any third party or its successors and assigns any rights, remedies or basis for reliance upon, under or by reason of this Agreement, except in the event that specific third party rights are expressly granted herein.

TWENTIETH: The Consultant recognizes that this Agreement does not grant the Consultant the exclusive right to perform the Work for the County and that the County may enter into similar agreements with other contractors on an “as needed” basis.

TWENTY-FIRST: The Consultant represents that, as a material element of this agreement, and prior to the rendering of any services to the County, it has filed with the Westchester County Clerk an instrument in the form attached hereto as Schedule "D". In addition, the Consultant hereby represents that, if operating under an assumed name, it has filed the necessary certificate pursuant to New York State General Business Law Section 130.

TWENTY-SECOND: The Consultant shall use all reasonable means to avoid any conflict of interest with the County and shall immediately notify the County in the event of a conflict of interest. The Consultant shall also use all reasonable means to avoid any appearance of impropriety.

Attached hereto and forming a part hereof as Schedule “E” is a questionnaire entitled “Required Disclosure of Relationships to County.” The Consultant agrees to complete said questionnaire as part of this Agreement. In the event that any information provided in the completed questionnaire changes during the term of this Agreement, Consultant agrees to notify County in writing within ten (10) business days of such event.

The Consultant shall also have each approved subcontractor complete this questionnaire and shall advise the subcontractor of the duty to report any changes to the information contained therein to the Consultant within ten (10) business days of such event and such information shall be forwarded by the Consultant to the County.

TWENTY-THIRD: The Consultant represents and warrants that it has not employed or retained any person, other than a bona fide full-time salaried employee working solely for the Consultant to solicit or secure a contract with the County of Westchester for the goods or services specified herein, and that it has not paid or agreed to pay any person, other than payments of fixed salary to a bona fide full-time salaried employee working solely for the Consultant, any fee, commission, percentage, gift or other consideration, contingent upon, or resulting from, the award or making of such contract. For the breach or violation of this provision, without limiting any other rights or remedies to which the County may be entitled, or any civil or criminal penalty to which any violator may be liable, the County shall have the right, in its discretion, to terminate this Agreement without liability, and to deduct from the contract price, or otherwise to recover, the full amount of such fee, commission, percentage, gift or consideration.

TWENTY-FOURTH: Pursuant to Act No. 56-1999, no County procuring officer may award or recommend for award any contract not subject to competitive bidding to a party that does not execute a certification in substantially the form attached hereto and forming a part hereof as Schedule “F”. Therefore, the Consultant agrees, as part of this Agreement, to complete the form attached hereto as Schedule “F”.

TWENTY-FIFTH: The Consultant agrees to complete the Criminal Background Disclosure as required by Executive Order No. 1-2008 and attached hereto as Schedule “G” which is hereby incorporated by reference.

TWENTY-SIXTH: This Agreement may be executed simultaneously in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. This Agreement shall be construed and enforced in accordance with the laws of the State of New York. In addition, the parties hereby agree that any cause of action arising out of this Agreement shall be brought in the County of Westchester.

If any term or provision of this Agreement is held by a court of competent jurisdiction to be invalid or void or unenforceable, the remainder of the terms and provisions of this Agreement shall in no way be affected, impaired, or invalidated, and to the extent permitted by applicable law, any such term, or provision shall be restricted in applicability or reformed to the minimum extent required for such to be enforceable. This provision shall be interpreted and enforced to give effect to the original written intent of the parties prior to the determination of such invalidity or unenforceability.

TWENTY-SEVENTH: This Agreement shall not be enforceable until signed by both parties and approved by the Office of the County Attorney.

IN WITNESS WHEREOF, the County of Westchester and the Consultant have caused this Agreement to be executed.

THE COUNTY OF WESTCHESTER

[CONSULTANT]

Approved as to form and manner of execution

Assistant County Attorney County of Westchester p/JPI/Forms.Consultant.Form.10.10.17

ACKNOWLEDGMENT

STATE OF NEW YORK )

) 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.

RPL § 309-a; NY CPLR § 4538

CERTIFICATE OF AUTHORITY

(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 agreement; that _______________________________________ (Person executing agreement) who signed said agreement on behalf of the ____________________________________ (Name of Corporation) was, at the time of execution ________________________________________________ (Title of such person) of the Corporation and that said agreement 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.

COUNTY OF )

Date: _________

SCHEDULE “A-1”

SCOPE OF WORK

The Westchester Educational Opportunity Center (WEOC) offers Workforce Training Programs such as Commercial Driver’s License Program which prepares students to meet the requirements to take the state certifications to obtain work in the related field of study. Students referred for driver’s education must receive appropriate classroom instruction and practical behind the wheel experience and administration of practice written tests to assure success in obtaining licensing per federal and state regulations for NYS Driver’s License (DL), NYS Commercial Driver’s License-Class B (CDL-B) and/or CDL-Class B with P - S endorsements.

The successful proposer selected to provide the driver's education will deliver training in all requested services, DL, CDL-B, and CDL-B-P-S endorsements specified. Prior to training, the vendor will meet with the WEOC Academic Affairs Assistant Dean to review lecture schedules and classroom policies.