REQUEST FOR PROPOSALS

FOR

WESTCHESTER COUNTY BEE-LINE TRANSPORTATION

OPERATIONS & MAINTENANCE CONSULTING SERVICES

ISSUE DATE: August 5, 2026 DUE DATE: October 2, 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

WESTCHESTER COUNTY BEE-LINE TRANSPORTATION OPERATIONS &

MAINTENANCE CONSULTING SERVICES

REQUEST FOR PROPOSALS (RFP)

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 a range of on-call subject-matter expertise for the County’s Bee-Line Bus Service (the “Bee-Line”) fixed-route and paratransit operations.

Copies of this Request for Proposals (“RFP”) may be downloaded from the County’s website for RFPs under “Westchester County Bee-Line Transportation Operations & Maintenance Consulting Services” at:

https://rfp.westchestergov.com/rfp/rfps The County reserves the right to modify the RFP process or timelines at any point.

A.) PROCUREMENT SCHEDULE

Issue Date: August 5, 2026 Requests for Clarification Due: September 2, 2026 at 12:00 pm Written Responses to Requests for Clarification Posted: On or before September 9, 2026 Due Date: October 2, 2026 by 4:00 pm

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

B.) REQUESTS FOR CLARIFICATION

All requests for clarification must be submitted, as set forth below, no later than 12:00 pm on September 2, 2026. All requests for clarification must be emailed to Mr. Nick Tomizawa at:

nqt1@westchestercountyny.gov The subject line of the email message must read “Request for Clarification – Westchester County Bee-Line Transportation Operations & Maintenance Consulting Services” and, where technologically available, the email message must have an indicator marked for ‘urgent’, ‘high importance’, or an equivalent.

Proposer will have one opportunity to submit requests for clarifications as per the schedule above. Formal written responses will be distributed by the County on or before September 9, 2026 by being posted on the County website for RFPs:

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

C.) PROPOSAL SUBMISSION

Each proposer must submit:

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

2. One (1) original hard-copy of only the price proposal portion of its proposal;

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

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

5. One (1) electronic copy of its full proposal, in Adobe Acrobat (PDF) format, on a USB drive, split into two 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 its proposal.

The above-specified materials must be submitted to the following contact:

Mr. Nick Tomizawa Transportation Program Coordinator, DPW&T

148 Martine Avenue, Room 530 White Plains, New York 10601

The proposal packet must be in a sealed envelope clearly marked: “Proposal – Westchester County Bee-Line Transportation Operations & Maintenance Consulting Services”. The original and all copies of each 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 above 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, a 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.

D.) 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 IV), 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. Cost proposal, consisting of the proposer’s completed version of Schedule “B.” Proposers shall comply with directions on Schedule B to provide personnel rate information.

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.

2. The proposal must contain a 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 and eighty (180) days from the date of submission of this proposal.” 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. 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.

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 preferred means to describe a proposer’s intent to address the Section II scope requirements. The County is not seeking proposals that are expensive to prepare or unnecessarily elaborate and/or lengthy.

A proposer may be required to give an oral presentation to the County to clarify or elaborate on a submitted proposal. Please be advised that the County may, in its discretion, elect to conduct any such oral presentation(s) 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.

E.) 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:

https://rfp.westchestergov.com/rfp/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. BACKGROUND, SCOPE OF WORK, AND ANTICIPATED TERM

A.) BACKGROUND

Westchester County is located immediately north of New York City encompassing approximately 450 square miles. The County’s Bee-Line System (the “Bee-Line System” or the “Bee-Line”) operates nearly 60 Bee-Line fixed-route bus lines with a fleet of 325 buses and a paratransit fleet that includes cutaways, SUVs, sedans and vans (see Schedule “I” for fleet characteristics). DPW&T oversees contractors that provide Bee-Line fixed-route and paratransit services.

DPW&T will from time to time have the need to solicit transit program expertise for its Bee-Line fixed-route and paratransit operations. As such, DPW&T is seeking one or more consultants with applicable and demonstrated transit program consulting experience to provide on-call transit program consulting services as described in the “Task Order” scopes of work described below.

As needs arise, DPW&T shall solicit work scope and budget proposals for a given project pursuant to a Task from a chosen vendor/vendors and will award such work, after deliberation and discussion, to a chosen vendor/vendors. Please note that a consultant may be selected to be on-call for work in one or both Tasks.

Please be advised that the County may use Federal, New York State, and/or County funds for any agreement that results from this RFP. Proposers must comply with all relevant existing or future federal, state, and local laws, regulations and standards as necessary.

B.) SCOPE OF WORK

Task Order 1: Transit Procurement Services

The Consultant shall assist DPW&T personnel to manage its capital program including the procurement of buses, paratransit vehicles and associated infrastructure such as alternative fuels infrastructure. The Consultant will assist the County in all aspects of the procurement of rolling stock and related services/infrastructure by providing study and review services and developing technical specifications. Activities include, but are not limited, to the following items:

• Rolling Stock Procurement. The Consultant shall seek to obtain best value for the County in compliance with local, state and federal requirements as needed and with input from key personnel from the County and bus operators. The Consultant shall, among other tasks – o Provide Purchase Guidance. The Consultant shall provide expert guidance and assistance in evaluating rolling stock and related asset purchase options in relation to County, state and federal goals and objectives.

o Outline and Monitor Federal, State and Local Procurement Requirements. The Consultant shall outline and monitor procurement process requirements for transit bus solicitations, bids and purchases, and assist DPW&T, County Purchasing and Legal departments where necessary to comply with such requirements.

o Develop an Independent Cost Estimate. The Consultant will prepare an Independent Cost Estimate for each bus/vehicle procurement as needed and, ultimately, a review of the ICE relative to bids received as per Federal regulations.

o Manage the Bid Process. The Consultant will attend pre-bid meetings and maintain a formal record of all meetings and responses to technical questions proposed by potential bidders. Services to be provided include – Subsequent to receipt of bids, analyze bids for compliance with the

Technical Specifications, ‘Approved Equals’ responses, and T3 Technical Data Sheets.

Spending such time and commit such efforts as may be required to work through ‘Approved Equals’ requests in consultation with both County personnel and bus operator personnel. The Consultant will act as the team lead, with input from the County and bus operators, in analyzing ‘Approved Equals’ requests and T3 Technical Data Sheets as submitted.

Multiple rounds of ‘Approved Equals’ requests are possible. The Consultant will be responsible for providing the County with recommended full and complete responses to those requests, in a Microsoft Excel spreadsheet format.

In the event any changes to Technical Specifications are determined by the County to be needed, for any reason, prepare the necessary amendments.

Maintain comprehensive, accurate, and up-to-date versions of the full bid documents, including, without limitation, all amendments to the Technical Specifications, ‘Approved Equals’ responses, and T3 Technical Data Sheets, throughout the bid process.

Provide full support for all matters requiring compliance with FTA regulations, including preparation of a vehicle cost/price analysis or single bid justification, following receipt of bids, as necessary.

• Pre-Award and Post-Award ‘Buy America’ Compliance. The Consultant shall be responsible for the Pre- and Post-Award ‘Buy America’ compliance documentation process as needed.

• Post-Award Process – Vehicle Manufacturing. Upon award of bids for bus/vehicle procurements by the County, the Consultant will participate in and provide technical support at kick-off pre-production meetings at the manufacturer’s facility. The Consultant shall:

o Ensure that staff is on-site at the bus manufacturer’s facility/ies for one hundred percent (100%) of the production time of buses for bus/vehicle procurements.

o Provide engineering services during the construction phase of the regular production runs to evaluate the bus manufacturer’s proposed engineering changes and requested emergency use of non-conforming components and materials.

o Provide monitoring/surveillance of the manufacturing process and inspection of production as required by the County. The Consultant shall also, at a minimum, provide such monitoring/surveillance during In-Process and Final Inspection before the vehicles are released for shipment to assure compliance with the Technical Specifications.

o Be charged with the responsibility of preparing follow-up ‘Change Orders’ as required.

o Without limiting the foregoing, the Consultant will have all of the following responsibilities – Provide support for changes made during production, part changes and upgrades, fleet campaigns, and Instructions To Service (ITS) implementation.

Assist in the development of the Master Resolution List (MRL), which is driven by the audit of the pilot bus(es).

Meet with the bus manufacturer’s project manager on a weekly basis, via conference call, to discuss weekly production issues.

Review the bus manufacturer’s weekly generated Activity Log.

Review the bus manufacturer’s weekly generated Project Issues Log (PIL).

Review the bus manufacturer’s weekly generated Line Load report.

Review the changes to the DPW&T production schedule adjustments as issued by the bus manufacturer.

Discuss daily build issues and discrepancies with DPW&T staff to develop resolution recommendations and assist the bus manufacturer in the implementation of recommended bus design changes.

Meet with the bus manufacturer and/or DPW&T staff on site at the bus manufacturer’s facility as needed during production.

• Quality Control, Quality Assurance, Inspection, Testing, and Related Reports. The

Consultant shall be responsible for acceptance testing and inspection of vehicles prior to delivery to the County and shall submit to the County written recommendations as to the acceptability of each vehicle. Regular written reports and recommendations shall be forwarded to the Commissioner or his/her designated Project Manager on an on-going basis (weekly or on some other agreed upon schedule) throughout this phase of the program. In addition, daily project updates, digital photos and notes are to be e-mailed to DPW&T’s identified project manager.

o The Consultant shall assess the final condition of all vehicles prior to delivery. The

Consultant shall provide a project manager to supervise the inspection team, guide production line inspection duties, and assume ultimate responsibility for written reports until the Bus Procurement is satisfactorily concluded.

o As necessary, the Consultant shall initiate verbal communications with the County when necessary to discuss and resolve production line issues. A final report shall be submitted by the Consultant for each vehicle. The final report for each vehicle and for the overall project shall be in sufficient detail to enable the County to determine that the maximum level of quality is built into each vehicle. The final report package for each vehicle shall, at a minimum, include in-plant QC/QA forms; inspection records; and general information specific to each bus. At least a draft copy of this report package for each bus shall be included with delivery of each bus. The final report package for each bus shall be delivered within six (6) weeks of delivery, with said final version including a three (3) copies of a separate official Post-Production Buy America Audit.

o The Consultant will produce and provide to Westchester County oral and written reports during the vehicle manufacturing process, and written reports of the final condition, including ‘Buy America’ compliance, of all vehicles prior to delivery.

o The Consultant shall provide for and ensure DPW&T’s compliance with any and all applicable local, state and federal laws, rules, regulations, policies, and the like applicable to the Bus Procurement, including, but not necessarily limited to, the following (as they may be amended from time to time) –

49 CFR Part 661 (“Buy America Requirements”) 49 CFR Part 663 (“Pre-Award and Post-Delivery Audits of Rolling Stock

Purchases”) 49 CFR Part 665 (“Bus Testing”) All required certifications, which shall be completed by the Consultant and shall be provided to DPW&T for the FTA on-file requirements and for any other necessary purposes. All required certifications that are not required to be provided sooner shall be delivered to DPW&T concurrently with the delivery of each bus to the County.

o The Consultant shall provide for each procurement as needed – All FTA Required Audits and Documentation, including documentation of change orders, and preparation of independent cost estimates and cost/price analyses as necessary

Technical Specification Configuration Certification and Reports Manufacturing Production Process Quality Assurance and Reports Pre-Delivery Inspection and Testing Reports Conditional Acceptance Testing at the OEM and Reports Review of manufacturer’s proposed maintenance manuals and a report on any deficiencies Post-Delivery Reports and post production Buy America reports o The Consultant shall provide for each procurement as needed – Comparison of desk audit of specifications versus production plans prior to start of production;

Configuration audit;

Review of pre-award ‘Buy America’ statement and production ‘Buy America’ component compliance, including, without limitation, certification of installation of designated parts;

Pre-delivery visual and measured inspection;

Pre-delivery total vehicle operation test(s) based on the Technical

Specifications, including, without limitation, a test of HVAC conditioning systems, wheelchair lift, on-board announcement system, sign systems, and all other standard and optional items as deemed necessary by the County.

Task Order 2: Transit Compliance Services

The Consultant shall assist DPW&T to comply with Federal and state legal and regulatory requirements with a primary focus on, but not limited to, Federal Transit Administration (FTA) Triennial Reviews (codified in 49 U.S.C. §5307(f)(2)). Among other tasks, the Consultant shall provide technical assistance to DPW&T and related stakeholders to:

• Provide technical and subject-matter advice on Federal, state or local regulations or associated guidance, and ensure that DPW&T is kept apprised any new and pertinent laws, regulations and guidance.

• Prepare for a Triennial Review including the organization, collection, preparation, presentation and delivery of documentation and other information for the FTA.

• Respond to any findings of a Triennial Review.

• Provide guidance and/or develop responses required by the state or FTA in requests delivered via General Directives, Safety Advisories, safety inspections or other means.

• Provide technical assistance to update DPW&T’s Public Transportation Agency Safety

Plan (PTASP) and its Transit Asset Management (TAM) Plan including the development and review of proposed performance measure targets.

• As needed, conduct assessments of Bee-Line operations and maintenance practices, provide DPW&T with operational best practices and other recommendations to improve County transit services.

C.) ANTICIPATED TERM

The term of any agreement resulting from this RFP is anticipated to be five (5) years, with the County having the option to renew and extend the term for an additional five (5) year term or a portion thereof, commencing upon execution, but is subject to change, based upon the particular terms and intended timing of the work plan proposed by the successful proposer(s).

III. 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 this 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 an agreement for all or only portions of the services solicited by this RFP, or to not to enter into an agreement for any of the services solicited by this RFP;

• 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.) EVALUATION CRITERIA

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 & 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.) Ability, qualifications, and experience of the proposing firm, both in general and in providing transit-related services similar to those solicited by this RFP. Proposers may identify sub-contractor firms that can provide supplemental support services. Proposers shall provide up to 10 work experience abstracts to illustrate subject-matter competency. — 20 points out of 100.

2.) Ability, qualifications, a contract organizational chart and experience of the proposer’s key staff. Proposer shall identify key subject-matter experts and their applicable transit experience relevant to the services solicited by this RFP. Proposer should indicate where staff are based out of (i.e., city and state). Key subject-matter experts should have at minimum of five years of experience with applicable subject matter. Proposers may identify sub-contractor staffing who can provide supplemental support services. — 40 points out of 100.

3.) Proposed work plan and approach for providing the services solicited by this RFP.

Proposer should describe its approach to overall contract, project and task management including client coordination and communication.— 15 points out of 100.

4.) Cost proposal. Proposers must provide fully-loaded hourly rates for staff classifications in Schedule B. — 25 points out of 100.

Proposals should be complete, straightforward, and concise. Proposers should avoid submitting scope responses that solely and essentially recite RFP language back to the County.

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.

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 contract containing the following, or language in substantially the following form:

1.) INSURANCE, INDEMNIFICATION, AND DEFENSE

“The Contractor agrees to procure and maintain insurance naming the County as additional insured, as provided and described in Schedule “C”, 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 “C”, the Contractor 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 Contractor 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 Contractor or third parties under the direction or control of the Contractor;

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; and

(c) in the event the Contractor 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 Contractor 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 Contractor 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 Contractor 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 Contractor 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 Contractor as an employer of labor.

The Contractor 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.”

4.) RECORDS

“All records or recorded data of any kind compiled by the Contractor 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 Contractor 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 Contractor under this Agreement by the Contractor are to be considered “works made for hire.”

If any of the work performed does not qualify as “works made for hire,” the Contractor 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 Contractor agrees to assist the County, if required, in perfecting these rights. The Contractor shall provide the County with at least one copy of each deliverable.

The Contractor 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 Contractor 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.) FUNDING AND APPROPRIATIONS

“The Contractor 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 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 Contractor 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 Contractor 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 Contractor, in the discretion of the County. The County shall give prompt notice of any such termination or reduction to the Contractor. If the County subsequently offers to pay a reduced amount to the Contractor, then the Contractor 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 Contractor, then the Contractor 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 Contractor, then the Contractor shall have the right to terminate this Agreement upon reasonable prior written notice.”

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.

E.) 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.

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 Act No. 56-1999, 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 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 QUESTIONNAIRE

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. This schedule is required 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’ Service Law. All proposers are required to submit the Service-Disabled Veterans Questionnaire attached to this RFP as Schedule “H”.

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IV. 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

) 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 Officer) 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

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

) 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) _________________________________________________________, 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 _____________________________________________ (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 at ___________________________________________________, 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 for and on behalf of said LLC and as the act of said LLC for the purposes therein mentioned.

(Signature)

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 member/manager described in and who executed the above certificate, who being by me duly sworn did depose and say that he/she resides at ______________________________________, and he/she is a member/manager of said LLC; that he/she is duly authorized to execute said certificate on behalf of said LLC, and that he/she signed his/her name thereto pursuant to such authority.

(PARTNERSHIP)

I, _________________________________________________________, (Partner other than Partner signing the document for the partnership) certify that I am a General Partner of ________________________________________, (Name of Partnership a partnership duly organized under __________________________________________, (Law under which partnership is organized) and named in the foregoing document; that___________________________________, (Partner signing the document) who signed said document on behalf of the Partnership was, at the time of signing, a General Partner of said Partnership; that said document was duly signed for and in behalf of said Partnership and as the act and deed of said proposer for the purposes therein mentioned.

COUNTY OF ______________ )

On this _______ 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

General Partner described in and who executed the above certificate, who being by me duly sworn did depose and say that he/she resides at ______________________________________, and he/she is a general partner of said Partnership; that he/she is duly authorized to execute said certificate on behalf of said Partnership, and that he/she signed his/her name thereto pursuant to such authority.

(LIMITED LIABILITY PARTNERSHIP)

I, _______________________________________________ certify that I am a (Partner other than Partner signing the document for the LLP)

Partner of _______________________________________________________________ (Name of Limited Liability Partnership)

(the "LLP"), a partnership duly organized under…