OTSEGO COUNTY. REQUEST FOR PROPOSALS For MOBILITY MANAGEMENT PLAN For OTSEGO COUNTY. Date: March 4, 2011

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1 3/1/2011 OTSEGO COUNTY REQUEST FOR PROPOSALS For MOBILITY MANAGEMENT PLAN For OTSEGO COUNTY Date: March 4, 2011 Otsego County Planning Department 197 Main Street Cooperstown, NY Submittal Date: March 29, 2011

2 Enclose all proposals in a securely sealed envelope with the notation Mobility Management Plan. Proposals will be accepted at the Purchasing Department, c/o Jennifer Pajerski, Purchasing Agent, 197 Main Street, Cooperstown, NY until, 2:00 p.m., Tuesday March 29, All proposers must comply with the provisions of the General Municipal Law and all other applicable laws including the funding source Section 5316 Job Access Reverse Commute (JARC) Federal Transit Administration Formula NYS Department of Transportation. The County reserves the right to reject any or all proposals. The Request for Proposal may be examined at the County Purchasing Office, located at 183 Main Street, Cooperstown, NY 13326, during regular business hours, or on the county website at Proposers are advised not to rely on next day mail services. Proposals must be in the office of the Purchasing Agent before the above specified date and time. Faxes and electronic transmissions are not accepted. The contact person for obtaining the above documentation and to answer questions is: JENNIFER PAJERSKI PURCHASING AGENT OTSEGO COUNTY NEW YORK Fax Date: 3/1/201 pajerskij@otsegocounty.com

3 FORM A CHECKLIST Answer Yes or No 1. I have read ALL of the instructions and specifications. 2. I have filled in ALL blank spaces and supplied one original and six (6)) copies plus one CD or one original and eight (8) of the proposal. 3. I have furnished all required information. a. Form A Checklist b. Form B Proposal Form c. Form C Proposal Form d. Form D Non-Collusion Certification e. Form E Receipt 4. I have signed the Non-Collusion Statement, Form D 5. I am an officer of the company. 6. I have the express authority to obligate my company under the laws of the State of New York. 7. I am returning the original Proposal sheet. 8. I have made copies for my record. 9. I have received all addendums to the request for proposal as Identified in Exhibit E. 10. References (Name) (Address) (Contact Number) (Name) (Address) (Contact Number)

4 11. Exceptions/substitutions: (attach sheets as necessary) 13. If successful, the Insurance Requirements Certificate, from an insurance company licensed to do business by New York State, will be provided within ten (10) working days after notification of the award. (If applicable) SIGNATURE: DATE: NAME: (TYPE OR PRINT) TITLE: TELEPHONE NO: FAX NO: ADDRESS: END OF SECTION-FORM A

5 FORM B PROPOSAL FORM TO: OTSEGO COUNTY PURCHASING DEPARTMENT COUNTY OFFICE BUILDING 197 MAIN STREET COOPERSTOWN, NY The undersigned, having a principal place of business as indicated below, and being responsible for the same, agrees to furnish to the County of Otsego the services listed at the price(s) herein stated, in accordance with the specifications annexed to the proposal. - Please sign and attach the Non-collusion Statement to the proposal. - All proposals must be firm for 120 (One-hundred twenty) days - Delivery to be within the time specified herein, after receipt of notification of award. - The County reserves the right to reject all proposals. Proposer: Address: Tel. No.: address By: Name Title: Signature END OF SECTION-FORM B

6 FORM C PROPOSAL FORM I,, DOING BUSINESS AS,, (Owner s name) (Business Name) AND LOCATED AT, in the of and (Business street address) (City, Town, Village) STATE OF N.Y., DO HEREBY SUBMIT THIS PROPOSAL IN THE AMOUNT OF $ IN RESPONSE TO AN INVITATION TO A REQUEST FOR PROPOSAL FOR MOBILITY MANAGEMENT, AND IN AGREEMENT WITH THE SCOPE OF WORK AS DESCRIBED IN THE REQUEST FOR PROPOSAL. I HERBY UNDERSTAND THE COUNTY OF OTSEGO RESERVES THE RIGHT TO REJECT ALL PROPOSALS. END OF SECTION-FORM C

7 FORM D NON-COLLUSION CERTIFICATION (a) By submission of this proposal, each proposer and each person signing on behalf of any proposer certifies, and in the case of a joint proposal, each party thereto certifies as to its own organization, under penalty of perjury, that to the best of their knowledge and belief: 1. The prices in this proposal have been arrived at independently without collusion, consultation, communication, or agreement, for the purpose of restricting competition as to any matter relating to such prices with any other proposer or with any competitor; 2. Unless otherwise required by law, the prices which have been quoted in this proposal have not been knowingly disclosed by the proposer and will not knowingly be disclosed by the proposer prior to opening, directly or indirectly, to any other proposer or to any competitor; and 3. No attempt has been made or will be made by the proposer to induce any other person, partnership, or corporation to submit or not to submit a proposal for the purpose of restricting competition. Proposer: By: Title: END OF SECTION-FORM D

8 FORM E Receipt of Addenda RFP Form 1: Acknowledgement of Receipt of Addenda By signing the following statement, the Proposer acknowledges receipt of addenda concerning this RFP. Any addenda issued by Otsego County will be transmitted to all Proposers on the County's List of Proposers receiving this RFP and any other party requesting a copy of the RFP. Failure to receive addenda does not relieve the Proposer from responsibility of complying with all terms and conditions set forth in this RFP and subsequent addenda. Addenda #1 Date: Signed: Addenda #2 Dates: Signed: Addenda #3 Dates: Signed: END OF SECTION-FORM E

9 FORM F QUESTIONS OTSEGO COUNTY, NEW YORK REQUEST FOR PROPOSAL FOR A MOBILITY MANAGEMENT PLAN FOR OTSEGO COUNTY. ALL QUESTIONS PERTAINING TO THIS SOLICITATION MUST BE SUBMITTED IN WRITING. PLEASE USE THIS FORM AND TELEFAX TO (607) TO THE ATTENTION OF JENNIFER PAJERSKI, PURCHASING AGENT. WE WILL RESPOND AS SOON AS POSSIBLE. REQUESTS FOR INFORMATION WILL BE HONORED UP TO ONE WEEK BEFORE CLOSING DATE. DATE: Vendor Name: Address: Street City Zip Contact Person: Title Telephone Number: Cell Fax Question: END OF SECTION FORM F

10 I. Introduction The Otsego County Planning Department, Cooperstown, New York, herein referred to as Otsego County, hereby request proposals from qualified entities (including private companies, corporate entities, and individuals) for Mobility Management Services. Send all questions in writing using Form F, by regular mail, faxed or to the Purchasing Agent at the following address: Request for information shall be received no later than March 23, 1:00 P.M. and submitted to: Jennifer Pajerski PURCHASING AGENT OTSEGO COUNTY NEW YORK FAX II. Background and overview of project request Known as Otsego Express, the County s public transit system was started in late 1994 with eight fixed routes operating five days a week and demand response service available upon request with 24 hours advanced notice. In 1995, the County received a waiver for Non-Emergency Medicaid transportation (NEMT) and included this provision for services under one contract. A cost share approach, based on ridership, for the NEMT services was developed between the Planning Department and the Department of Social Services. The system has expanded to include a total of eleven routes from the original eight. Otsego County serves as the municipal sponsor for the NYS Transit Operating Assistance Program (STOA) and NYS 5311 operating and capital grants. The County Planning Department serves as the program administrator for the purpose of administering the transportation contracts and grants. The planning department works closely with the Board of Representatives, public, private and not-for profit agencies to determine the best approach to meeting the County s transportation needs. The County is also the recipient of the County s allotment for Medicaid transportation funds and oversees its distribution to the vendor. Otsego County was recently awarded funding under the Federal Transit Administration (FTA) Section 5316 Job Access and Reverse Commute (JARC) program. The amount of $70,612 was apportioned from the Federal Fiscal Year (FFY) 2010 and is available during this application cycle. The JARC program supports transportation services to jobs and employment-related activities for welfare recipients and eligible low-income individuals in addition to providing funding for support of programs for commuting from Request for Proposals Mobility Management Page 1 of 45

11 urban, rural or other suburban areas to suburban workplaces (reverse commute). The County will use the JARC funding to hire a consultant to inventory, evaluate and recommend other cost share coordinated opportunities the County can incorporate into their existing system in order to show an increase savings with continued and/ or improved service. III. Submittal and Review Process The RFP constitutes only an invitation to make a proposal to Otsego County. The County wishes to contract with a consultant who will address the specific scope of work as prepared and presented in this document in the most efficient, cost affective manner with an outcome that will improve the current transportation processes and reduce cost for the county. All respondents to the RFP shall accept and agree to the following conditions: A. Eligible Applicants: Private companies, corporate entities and individuals with, at the minimum, a diploma from a regionally accredited or New York State registered college or university and one (1) year of experience in transportation planning or coordination; and Private companies, corporate entities and individuals those are familiar with rural transportation and NYS DOT JARC funding. Private companies, corporate entities that are familiar with Otsego County s public transportation program and understand NYS public transportation funding sources and programs for rural communities, including, but not limited to the State Operating Assistance Program (STOA), 5311 Operating and Capital programs and New Freedom program. B. Submittal Process All submittals shall be in accordance with the guidelines of this request for proposals. Proof of certificates of insurance will be required prior to award The evaluation committee will review the submittals within a designated timeframe with the understanding the proposals are considered confidential until an award has been made and will not be released for public viewing during the review process. C. Evaluation committee The evaluation committee shall consist of the following individuals or their designee: Request for Proposals Mobility Management Page 2 of 45

12 County Representatives Betty Anne Schwerd James P. Johnson Intergovernmental Affairs Chair IGA District 10 District Betty Annes Rd. 434 Bedbug Hill Rd Hartwick, NY Fly Creek, NY schwerdba@aol.com jvj@flycreekstables.com County Attorney County Purchasing Agent Ellen Coccoma Jennifer Pajerski 197 Main Street 197 Main Street Cooperstown, NY Cooperstown, NY coccomae@otsegocounty.com pajerskij@otsegocounty.com Planning Director Commissioner of Social Services Terry Bliss Joyce Boyd 197 Main Street 197 Main Street Cooperstown, NY Cooperstown, Ny blisst@otsegocounty.com boydj@otsegocounty.com D. All costs in relationship to the preparation of the RFP, (evaluation, selection, negotiations etc.) are the responsibility of the Proposer. E. The County has the right to select the Proposer who best satisfies the interests of the County, and most responsive to the RFP, and not necessarily based on price, or any other single factor. F. The Otsego County Board of Representatives reserves the right to reject any or all proposals. The RFP does not obligate the County to procure or contract with any services whatsoever. G. All proposals become the property of the County, and will not be returned. H. The County may reject and return unopened, any proposals not received by the deadline date and time or may extend the deadline date for submission of proposals and modify schedule dates. I. All contracts shall be considered null and void if county appropriations to fund the implementation or continuance of a contract are not approved by the Otsego County Board of Representatives. Request for Proposals Mobility Management Page 3 of 45

13 IV. Scope of Services Otsego County by resolution agreed to accept funding in the amount of $ 70,612 from the JARC 5613 NYS Department of transportation grant program and to match the award with 20% ($14,122.40) from 2010 STOA funding. The County has agreed to sign a contract with NYSDOT in order to acquire services through a procurement process for work to assist the County with the evaluation, restructuring and implementation of cost saving measures to its current transportation services with a focus on improving transportation services for persons with disabilities, older Americans, individuals with lower incomes and work related transportation. The awarded contractor will work with other public transportation providers operating within the county and surrounding regions to improve mobility of potential and current system users. The management plan will identify cost effective measures through consolidation of existing services with the intention of developing additional coordinated and cost sharing approaches to public transportation services. TASK 1: Formulate the previous Transportation Working Committee to oversee the administration, progress, management and implementation of findings presented from the consultant. - clearly identify the committee s purpose and objectives possibly with a mission statement - schedule regular working meetings amongst members with a minimum of 1 per month during the contract period. - facilitate and document each meeting - prepare progress reports for each meeting - present to the committee on a regular basis expenses accrued and work completed during the contract period TASK 2: Assess current mobility services provided in Otsego County and surrounding municipalities providing public transportation. Otsego County currently is in the fourth year of a five year- 2 month contract with Birnie Bus Inc. to operate the County s fixed route/on-demand public transportation system servicing twelve (12) routes throughout the county. The current contract with Birnie Bus includes a fixed route and Medicaid transportation component. Information on each route can be accessed by the following link: Inventory - Summarize the existing system and funding sources to date for Otsego Express. - Research and document all agencies and public transportation providers that are currently operating in Otsego and surrounding counties. Identify agencies Request for Proposals Mobility Management Page 4 of 45

14 that are coordinating their transportation services with other agencies and those that are operating independently. - Collect existing transportation services data through interviews and discussion with department heads, transportation providers and all agencies that provide some form of public transportation in and surrounding Otsego County. - Identify the following for each inventoried transportation provided: 1. The number of clients served per year. 2. The fleet size, age, mileage and other vehicle resources available to each provider. 3. The service provided, mileage, route schedules, identified provider (if any) and transportation budget. 4. Level of interest in coordination with other agencies. - Review Non-emergency cost savings (NEMT) for those providing NEMT service - Identify existing duplication of services. - Analyze unmet needs and redundancies in system and prepare a needs assessment. - Identify existing funding and potential funding relevant to existing and potential transportation services. TASK 3: Formulate the previous Transportation Working Committee to oversee the administration, progress, management and implementation of findings presented from the consultant. - clearly identify the committee s purpose and objectives possibly with a mission statement - schedule regular working meetings amongst members with a minimum of 1 per month during the contract period. - facilitate and document each meeting - prepare progress reports for each meeting - present to the committee on a regular basis expenses accrued and work completed during the contract period TASK 4: Formulate a Transportation Policy Committee which would prepare policy recommendation to the County legislators. - work closely with committee, county representatives, NYSDOT and the Co. Attorney to formulate policies - schedule regular meetings to formulate policies Request for Proposals Mobility Management Page 5 of 45

15 TASK 5: Work to identify potential partnerships and stakeholders. Develop a standard memorandum of understanding with minimum requirements for stakeholders committed to the goals and objectives of the coordinated transportation plan. - educate potential stakeholders of the potential cost savings through coordination of services. - identify potential stakeholders who are willing to consider coordination of services and cost sharing as an approach to restructuring their transportation services. - establish a template MOU s for shared services, outlining the necessary process of review by NYSDOT before implementation. - clearly identify the cost savings through cost sharing with each potential consolidation or coordination recommendation TASK 6: Identify funding sources that exist and are being utilized by the various providers and those funding sources that are available but not being utilized by the providers. Identify potential partnerships that do not currently exist with a cost analysis if coordination were to be established. - ascertain the level of funding currently in the system - Identify other sources of funding that is available with clearly defined contact information and application cycles. - show the potential cost savings from acquiring funding sources TASK 7: Prepare a clear and concise plan for the county to follow in order to implement the findings from this management plan and formulate new coordination agreements with other agencies and transportation providers in order to continue services, improve services and reduce cost to providers. TASK 8: Update the County Public Transit Human Service Coordination Plan - incorporate the achievements and completed tasks into the County s transportation coordination plan as an amendment - include benchmarks, milestones and performance standards for future tasks. - identify the cost savings of each improvement Additional proposal requirements Each proposal will provide a project schedule with estimated completion times for each task and associated cost. The County anticipates the completion date of all eight task to be estimated at months from the signing of a contract agreement with the County. All project work will be completed no less than 3 months prior to the end of the JARC funding award. Specific dates are contingent upon contract signings and no work initiated prior to a contract award notice and signature will be compensated for by the County. Request for Proposals Mobility Management Page 6 of 45

16 Schedule of Services: The County s goal is to complete the outline task 1-8 within a reasonable time frame. The County anticipates the project timeframe to be at a minimum one year and no greater than 20 months from the signing of a contract. It is the County s intentions to implement the identified action items into the transportation system and maintain JARC funding in order to transition into the on-going task of Mobility Management. Any renewal or extension of a contract agreement could be negotiated with re-defined tasks. Any commitment by the County for an extension of a contract is contingent upon the funding source and further negotiations. V. Statement of Qualifications and Submittal Requirements The statement of qualifications shall include the following: The statement of qualifications and services shall include the following: A. Information, which demonstrates the proposers experience with this type of project but not limited to: - Years in service - Similar projects - Type of ownership of the proposer (private, corporate, individual) - Service area and number of customers served by the proposer over years of service B. Identification of project manager and involved personnel, including their qualifications and experience and years of service for this proposal. C. A clear and concise statement, regarding the proposed delivery of services to the County. D. Information demonstrating the Consultant understands of and approach to the project. E. Information which demonstrates the Consultant s experience in preparing a Mobility Management Plan with counties and/or municipalities similar in size and population to Otsego County. Include a list of references, with contact persons and phone numbers for these projects. F. Identification of the project manager and involved personnel, including their qualifications and experience with similar projects, which will be working on this plan, when applicable. G. A clear and concise statement, regarding the proposed delivery of services and products by task. Request for Proposals Mobility Management Page 7 of 45

17 H. A detailed project schedule for the project including milestones and deliverables. Consultant must demonstrate project completion within 24 months of the effective date of the JARC grant award and contract signing. I. A detailed proposal identifying costs by project task. Costs shall include hours and staff assignments for each task. Budget should include cost for all administrative and material costs. Please describe all assumptions and appropriate contingencies. V. Submission of Proposals and Selection Process A. General All proposers must provide all required information as outlined on the Checklist Form A and Section V as outlined in the request. The County reserves the right to add or delete specific items from the final award or to negotiate modifications to specific items prior to such award. Submit one original and six (6) copies plus one CD or one original and eight (8) copies of the proposal. 1. All proposals shall be sealed and clearly marked and identified as: Request for Proposals for Mobility Management. Proposals shall will be accepted at the Purchasing Department, c/o Jennifer Pajerski, Purchasing Agent, 197 Main Street, (lower level) Cooperstown, NY until 2:00 pm on Tuestday March 29, Proposers are advised not to rely on next day mail services. ALL Proposals must be in the office of the Purchasing Agent no later than the above specified date and time. Faxes and electronic mail will not be accepted. 3. The proposer is responsible for any and all expenses if the County request an interview of the proposer. 4. After, an award has been made. Proposals shall be valid for a period of 120 days from the time of opening. 5. Work will commence immediately upon signing of the contract. 6. All proposers must comply with the provisions of the General Municipal Law and all other applicable laws. The County reserves the right to reject all proposals. 7. All proposers must comply with the standard clauses for NYS Contracts as attached to this document. 8. All proposers will provide a project time-line in a format similar to the template attached to this document. Request for Proposals Mobility Management Page 8 of 45

18 Selection Process Proposals will be evaluated by the evaluation committee as defined under Section II B. General Information. The selection will be based upon: - the proposers conformance to the request for proposals - the proposers ability to complete this plan in the allocated time - the proposers ability to demonstrate their understanding of the project - the qualifications and resources of the firm and staff, including experience with similar projects - preliminary cost information - record of performance and references. - Proposal Scoring Proposals will be evaluated on a weighed scale with the following breakdown: 1. Project Cost: (10 % or a maximum of 10 pts) 2. Understanding of the project: (40 % or a maximum of 40 pts) 3. Qualifications. (Including education, (20 % or a maximum of 20 pts) performance record and references) 4. Timeliness: (expected project (30 % or a maximum of 30 pts) completion) Proposals will include a project schedule with each identified task, start and end date, duration, cost estimate and time period. A sample of such chart is attached and may be used for submittal. Proposers may be asked to make a presentation before this sub-committee as part of the final selection. A final proposal will be selected for recommendation to the full Board of Representatives. The Board will then vote to award a contract. The County retains the right to reject any or all proposals and to negotiate final contract terms with any selected consultant. Final award of a contract is at the discretion of the County Board of Representatives. The following is the time frame for the selection process. RFP Distributed March 4, 2011 Pre-Proposal Meeting (at Co. s Discretion) March 11, 2011 (to be confirmed) Last date to request information March 23, 2011 Proposals due March 29,, 2011 Possible Interview April 11-15, 2011 Final Selection & Signed Contract May -June 2011 Request for Proposals Mobility Management Page 9 of 45

19 SAMPLE TIME-LINE TEMPLATE Task Resource Start Date End Date Estimated Cost Jan Feb Mar Apr May June July Aug Sept Oct Nov Dec Jan Feb Mar 1 $ 2 $ 3 $ 4 $ 5 $ 6 $ 7 $ 8 $ Request for Proposals Mobility Management Page 10 of 45

20 STANDARD FORM OF AGREEMENT THIS AGREEMENT made this day of,, by and between the COUNTY OF OTSEGO, a municipal corporation, having its office and principal place of business located at 197 Main Street, Cooperstown, New York, hereinafter referred to as COUNTY, and, hereinafter referred to as CONTRACTOR. WITNESSETH: WHEREAS, ; and WHEREAS, has expressed a willingness to provide ; and WHEREAS, by Resolution No. of, duly adopted by the Otsego County Board of Representatives on the day of,, a copy of which is attached hereto and made a part hereof, the Chairman of the Board of Representatives was authorized to enter into a contract with. NOW, THEREFORE, in consideration of the mutual promises, terms and obligations hereinafter made, as well as other good and valuable consideration, the COUNTY and the CONTRACTOR mutually agree and obligate themselves as follows: 1. PURPOSE. The enter into a written contract setting forth the terms and obligations of each of the parties in. Request for Proposals Mobility Management Page 11 of 45

21 2. GOODS AND/OR SERVICES TO BE PERFORMED. The COUNTY shall acquire, from the CONTRACTOR, certain goods and/or services, the same to be in accordance with the terms and conditions of Exhibit "A", attached hereto and made a part hereof. 3. TERM. (Strike out one) (FOR SERVICES). The term of this contract shall commence and shall continue until. 4. PRICE. See Exhibit B attached. 5. STANDARD PROVISIONS. Exhibit "C" (Standard Provisions) is attached hereto and made a part of this contract. IN WITNESS WHEREOF, each of the parties hereto has caused this agreement to be executed as of the day and year first above written. by: Floyd S. Dubben, Chairman Otsego County Board of Representatives by: Contractor COUNTY OF OTSEGO STATE OF NEW YORK) COUNTY OF OTSEGO) : ss.: On this day of, in the year, before me, the undersigned, a Notary Public in and for said State, personally appeared JAMES P. POWERS, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument. STATE OF NEW YORK) Notary Public Qual. in Otsego Co. My Comm. expires. Request for Proposals Mobility Management Page 12 of 45

22 COUNTY OF OTSEGO) :ss.: On this day of, in the year, 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 individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument. Notary Public Qual. in Otsego Co. My Comm. expires. Request for Proposals Mobility Management Page 13 of 45

23 EXHIBIT A SERVICES RENDERED The CONTRACTOR agrees to provide service to the COUNTY in accordance with the proposal specifications and terms attached to this contract and incorporated and designated as Exhibit A-1. This exhibit will be the entire bid document. EXHIBIT A-1 Request for Proposals Mobility Management Page 14 of 45

24 EXHIBIT B SCHEDULE OF PAYMENTS The COUNTY shall pay to the CONTRACTOR and the CONTRACTOR agrees to accept as payment under the terms of this Agreement the sums as more specifically described in Exhibit A-1 annexed hereto and made a part hereof. Payment to be made within 30 days of receipt of said invoice. All invoices shall include an itemized statement showing the services rendered and the date on which the services were rendered. Request for Proposals Mobility Management Page 15 of 45

25 EXHIBIT C STANDARD PROVISIONS 1. AGENCY. This agreement in no way establishes an agency relationship between the CONTRACTOR and COUNTY. Each party shall maintain its independence and its separate identity. Each party shall have exclusive control of its management, employee, staff, policies and assets. Neither party assumes any liability for the acts of the other party. 2. ASSIGNMENT. This contract may not be assigned by the CONTRACTOR without prior express written approval by the COUNTY. The terms of this contract shall be binding upon the successors, heirs and assigns of the parties hereto, in the event of approved assignment. 3. MODIFICATION. There shall be no oral modifications of this contract and any modification or amendment of the terms of this contract shall not be binding unless executed in writing by the parties hereto. The terms of this written agreement contain the entire understanding between the parties and supersede any oral representations previously made. 4. GOVERNING LAW. The terms of this contract shall be governed pursuant to the laws of the State of New York. The goods and/or services provided shall comply with all Federal, State and local statutes, rules and regulations. 5. RENEWAL. (If applicable) This contract may not be renewed without the prior approval, by resolution, of the Board of Representatives of the COUNTY OF OTSEGO, unless specifically provided for herein by authorizing resolution. 6. HOLD HARMLESS. The CONTRACTOR and the COUNTY shall hold harmless and indemnify the other party from and against liability, loss, damage, cost and expense which such other party may suffer from any claim, demand, suit or cause of action which may be made or had against it by reason of the negligence or malpractice on the part of the indemnifying party, including its agents, servants or employees. 7. EXECUTORY CLAUSE. This Agreement shall be deemed executory only to the extent of the monies appropriated and available for the purpose of this Agreement, and no liability on account thereof shall be incurred by the COUNTY beyond the amount of such monies. It is understood that neither this agreement nor any representation by any public employee or officer create any legal or moral obligation to request, appropriate or make available monies for the purpose of this Agreement. 8. INSURANCE. The CONTRACTOR shall maintain for the term of this contract, general and auto liability insurance with a minimum limit of $500,000/$1,000,000. The CONTRACTOR shall provide the COUNTY, at the time of signing this contract, a Certificate of Insurance, naming OTSEGO COUNTY as an additional insured; which insurance shall further state that the coverage may not be changed or canceled without thirty (30) days prior notice to the COUNTY OF OTSEGO as an additional insured. The CONTRACTOR shall also provide the COUNTY, at the time of signing this Agreement, proof of Workers' Compensation coverage. Request for Proposals Mobility Management Page 16 of 45

26 9. BINDING EFFECT. This Agreement shall be binding upon the parties, their successors and assigns. 10. TERMINATION. (For Service Contracts Only) This Agreement may be terminated by the COUNTY upon 60 days notice at any time, and on 30 days notice in the event of default in performance by the CONTRACTOR. 11. INDEMNIFICATION. The party seeking indemnification hereunder shall promptly notify the indemnifying party in writing of receipt of notice of commencement of any action with respect to which a claim for indemnification is to be made hereunder. The indemnifying party will be entitled to assume the defense of such action with counsel reasonably acceptable to the indemnified party and after notice from the indemnified party to the indemnified party of its election to assume the defense thereof. The indemnifying party will not be liable to the indemnified party for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof. 12. COOPERATION BETWEEN PARTIES. Each of the parties hereto agree to cooperate with each other to expeditiously complete the terms of this contract and to conduct their operations in a relationship of trust and confidence, one with the other. 13. NON-DISCRIMINATION. The CONTRACTOR expressly agrees: (a) that in the hiring of employees for the performance of work under this Agreement or any subcontract hereunder, no contractor, subcontractor, nor any person acting on behalf of such contractor or subcontractor, shall by reason of race, creed, color, sex, age, physical disability or national origin discriminate against any citizen of the State of New York who is qualified and available to perform the work to which the employment relates; and (b) that no contractor, subcontractor, nor any person on his/her behalf shall, in any manner, discriminate against or intimidate any employee hired for the performance of work under this Agreement on account of race, creed, color, sex, age, physical disability or national origin; and (c) that there may be deducted from the amount payable to the CONTRACTOR by the COUNTY under this Agreement a penalty of fifty dollars for each person for each calendar day during which such person was discriminated against or intimated in violation of the provisions of this Agreement; and (d) that this Agreement may be canceled or terminated by the COUNTY and all moneys due or to become due hereunder may be forfeited, for a second or any subsequent violation of this section of the Agreement. CONTRACTOR shall comply with all rules and regulations of the Americans with Disabilities Act (ADA). 14. CONTRACT DOCUMENTS. The Contract Documents shall consist of the following (including their attachments and exhibits): This Agreement Request for Proposals Mobility Management Page 17 of 45

27 Exhibit A Exhibit B Exhibit C Certificate(s) of Insurance Certified copy of Resolution This Agreement, together with the above-named documents, which said other Documents are as fully a part of the contract as if hereto attached or herein repeated, forms the Contract between the parties hereto. In the event that any provision of any attachment or other component made a part hereof is inconsistent with Exhibit C, Items 1-16, then Exhibit C, Items 1-16 shall govern except as otherwise specifically stated. The COUNTY will be provided a reasonable number of copies of such of the documents prepared by the CONTRACTOR as the COUNTY deems appropriate. The cost of such copies shall be borne by the CONTRACTOR. 15. PROGRESS REPORTS (for service contracts only). The CONTRACTOR shall issue progress reports to the COUNTY as the COUNTY may direct and shall immediately inform the COUNTY in writing of any cause for delay in the performance of its obligations under this Agreement. 16. CONFLICTS OF INTEREST. The CONTRACTOR agrees that it has no interest and will not acquire any interest, direct or indirect, that would conflict in any manner or degree with the performance of the services and duties hereunder. The CONTRACTOR further agrees that, in the performance of this Agreement, no person having any such interest shall be employed by it. The CONTRACTOR 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 CONTRACTOR to solicit or secure this Agreement, 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 he CONTRACTOR) any fee, commission, percentage, gift or other consideration, contingent upon or resulting from the award or making of this Agreement. 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 the contract price, or otherwise to recover, the full amount of such fee, commission, percentage, gift or consideration. The CONTRACTOR hereby stipulates and certifies that there is no member of the OTSEGO COUNTY legislature or other OTSEGO COUNTY officer or employee forbidden by law to be interested in the Agreement directly or indirectly, who will benefit there from or who is a party thereto. Request for Proposals Mobility Management Page 18 of 45

28 NSY Part A- Standard Clauses for NYS Contract The parties to the attached contract, license, lease, amendment or other agreement of any kind (herein after, "the contract" or "this contract") agree to be bound by the following clauses which are hereby made a part of the contract (the word "Contractor" herein refers to any party other than the State, whether a contractor, licenser, licensee, lessor, lessee or any other party): 1. EXECUTORY CLAUSE. In accordance with Section 41 of the State Finance Law, the State shall have no liability under this contract to the Contractor or to anyone else beyond funds appropriated and available for this contract. 2. NON-ASSIGNMENT CLAUSE. In accordance with Section 138 of the State Finance Law, this contract may not be assigned by the Contractor or its right, title or interest therein assigned, transferred, conveyed, sublet or otherwise disposed of without the previous consent, in writing, of the State and any attempts to assign the contract without the State's written consent are null and void. The Contractor may, however, assign its right to receive payment without the State's prior written consent unless this contract concerns Certificates of Participation pursuant to Article 5-A of the State Finance Law. 3. COMPTROLLER'S APPROVAL. In accordance with Section 112 of the State Finance Law (or, if this contract is with the State University or City University of New York, Section 355 or Section 6218 of the Education Law), if this contract exceeds $15,000 (or the minimum thresholds agreed to by the Office of the State Comptroller for certain S.U.N.Y. and C.U.N.Y. contracts), or if this is an amendment for any amount to a contract which, as so amended, exceeds said statutory amount, or if, by this contract, the State agrees to give something other than money when the value or reasonably estimated value of such consideration exceeds $10,000, it shall not be valid, effective or binding upon the State until it has been approved by the State Comptroller and filed in his office. Comptroller's approval of contracts let by the Office of General Services is required when such contracts exceed $30,000 (State Finance Law Section a). 4. WORKERS' COMPENSATION BENEFITS. In accordance with Section 142 of the State Finance Law, this contract shall be void and of no force and effect unless the Contractor shall provide and maintain coverage during the life of this contract for the benefit of such employees as are required to be covered by the provisions of the Workers' Compensation Law. 5. NON-DISCRIMINATION REQUIREMENTS. To the extent required by Article 15 of the Executive Law (also known as the Human Rights Law) and all other State and Federal statutory and constitutional nondiscrimination provisions, the Contractor will not discriminate against any employee or applicant for employment because of race, creed, color, sex, national origin, sexual orientation, age, disability, genetic predisposition or carrier status, or marital status. Furthermore, in accordance with Section 220-e of the Labor Law, if this is a contract for the construction, alteration or repair of any public building or public work or for the manufacture, sale or distribution of materials, equipment or supplies, and to the extent that this contract shall be performed within the State of New York, Contractor agrees that neither it nor its subcontractors shall, by reason of race, creed, color, disability, sex, or national origin: (a) discriminate in hiring against any New York State citizen who is qualified and available to perform the work; or (b) discriminate against or intimidate any employee hired for the performance of work under this contract. If this is a building service contract as defined in Section 230 of the Labor Law, then, in accordance with Section 239 thereof, Contractor agrees that neither it nor its subcontractors shall by reason of race, creed, color, national origin, age, sex or disability: (a) discriminate in hiring against any New York State citizen who is qualified and available to perform the work; or (b) discriminate against or intimidate any employee hired for the performance of work under this contract. Contractor is subject to fines of $50.00 per person per day for any violation of Section 220-e or Section 239 as well as possible termination of this contract and forfeiture of all moneys due hereunder for a second or subsequent violation. 6. WAGE AND HOURS PROVISIONS. If this is a public work contract covered by Article 8 of the Labor Law or a building service contract covered by Article 9 thereof, neither Contractor's employees nor the employees of its subcontractors may be required or permitted to work more than the number of hours or days stated in said statutes, except as otherwise provided in the Labor Law and as set forth in prevailing wage and supplement schedules issued by the State Labor Department. Furthermore, Contractor and its subcontractors must pay at least the prevailing wage rate and pay or provide the prevailing supplements, including the premium rates for overtime pay, as determined by the State Labor Department in accordance with the Labor Law. 7. NON-COLLUSIVE BIDDING CERTIFICATION. In accordance with Section 139-d of the State Finance Law, if this contract was awarded based upon the submission of bids, Contractor affirms, under penalty of perjury, that its bid was arrived at independently and without collusion aimed at restricting competition. Contractor further affirms that, at the time Contractor submitted its bid, an authorized and responsible person executed and delivered to the State a non-collusive bidding certification on Contractor's behalf. 8. INTERNATIONAL BOYCOTT PROHIBITION. In accordance with Section 220-f of the Labor Law and Section 139-h of the State Finance Law, if this contract exceeds $5,000, the Contractor agrees, as a material condition of the contract, that neither the Contractor nor any substantially owned or affiliated person, firm, partnership or corporation has participated, is participating, or shall participate in an international boycott in violation of the federal Export Administration Act of 1979 (50 USC App. Sections 2401 et seq.) or regulations thereunder. If such Contractor, or any of the aforesaid affiliates of Contractor, is convicted or is otherwise found to have violated said laws or regulations upon the final determination of the United States Commerce Department or any other appropriate agency of the United States subsequent to the contract's execution, such contract, amendment or modification thereto shall be rendered forfeit and void. The Contractor shall so notify the State Comptroller within five (5) business days of such conviction, determination or disposition of appeal (2NYCRR 105.4). Request for Proposals Mobility Management Page 19 of 45

29 9. SET-OFF RIGHTS. The State shall have all of its common law, equitable and statutory rights of set-off. These rights shall include, but not be limited to, the State's option to withhold for the purposes of set-off any moneys due to the Contractor under this contract up to any amounts due and owing to the State with regard to this contract, any other contract with any State department or agency, including any contract for a term commencing prior to the term of this contract, plus any amounts due and owing to the State for any other reason including, without limitation, tax delinquencies, fee delinquencies or monetary penalties relative thereto. The State shall exercise its set-off rights in accordance with normal State practices including, in cases of set-off pursuant to an audit, the finalization of such audit by the State agency, its representatives, or the State Comptroller. 10. RECORDS. The Contractor shall establish and maintain complete and accurate books, records, documents, accounts and other evidence directly pertinent to performance under this contract (hereinafter, collectively, "the Records"). The Records must be kept for the balance of the calendar year in which they were made and for six (6) additional years thereafter or three (3) years after final payment, whichever is later. The State Comptroller, the Attorney General and any other person or entity authorized to conduct an examination, as well as the agency or agencies involved in this contract, shall have access to the Records during normal business hours at an office of the Contractor within the State of New York or, if no such office is available, at a mutually agreeable and reasonable venue within the State, for the term specified above for the purposes of inspection, auditing and copying. The State shall take reasonable steps to protect from public disclosure any of the Records which are exempt from disclosure under Section 87 of the Public Officers Law (the "Statute") provided that: (i) the Contractor shall timely inform an appropriate State official, in writing, that said records should not be disclosed; and (ii) said records shall be sufficiently identified; and (iii) designation of said records as exempt under the Statute is reasonable. Nothing contained herein shall diminish, or in any way adversely affect, the State's right to discovery in any pending or future litigation. 11. IDENTIFYING INFORMATION AND PRIVACY NOTIFICATION. (a) FEDERAL EMPLOYER IDENTIFICATION NUMBER and/or FEDERAL SOCIAL SECURITY NUMBER. All invoices or New York State standard vouchers submitted for payment for the sale of goods or services or the lease of real or personal property to a New York State agency must include the payee's identification number, i.e., the seller's or lessor's identification number. The number is either the payee's Federal employer identification number or Federal social security number, or both such numbers when the payee has both such numbers. Failure to include this number or numbers may delay payment. Where the payee does not have such number or numbers, the payee, on its invoice or New York State standard voucher, must give the reason or reasons why the payee does not have such number or numbers. (b) PRIVACY NOTIFICATION. (1) The authority to request the above personal information from a seller of goods or services or a lessor of real or personal property, and the authority to maintain such information, is found in Page 3 October 2006 Section 5 of the State Tax Law. Disclosure of this information by the seller or lessor to the State is mandatory. The principal purpose for which the information is collected is to enable the State to identify individuals, businesses and others who have been delinquent in filing tax returns or may have understated their tax liabilities and to generally identify persons affected by the taxes administered by the Commissioner of Taxation and Finance. The information will be used for tax administration purposes and for any other purpose authorized by law. (2) The personal information is requested by the purchasing unit of the agency contracting to purchase the goods or services or lease the real or personal property covered by this contract or lease. The information is maintained in New York State's Central Accounting System by the Director of Accounting Operations, Office of the State Comptroller, 110 State Street, Albany, New York EQUAL EMPLOYMENT OPPORTUNITIES FOR MINORITIES AND WOMEN. In accordance with Section 312 of the Executive Law, if this contract is: (i) a written agreement or purchase order instrument, providing for a total expenditure in excess of $25,000.00, whereby a contracting agency is committed to expend or does expend funds in return for labor, services, supplies, equipment, materials or any combination of the foregoing, to be performed for, or rendered or furnished to the contracting agency; or (ii) a written agreement in excess of $100, whereby a contracting agency is committed to expend or does expend funds for the acquisition, construction, demolition, replacement, major repair or renovation of real property and improvements thereon; or (iii) a written agreement in excess of $100, whereby the owner of a State assisted housing project is committed to expend or does expend funds for the acquisition, construction, demolition, replacement, major repair or renovation of real property and improvements thereon for such project, then: (a) The Contractor will not discriminate against employees or applicants for employment because of race, creed, color, national origin, sex, age, disability or marital status, and will undertake or continue existing programs of affirmative action to ensure that minority group members and women are afforded equal employment opportunities without discrimination. Affirmative action shall mean recruitment, employment, job assignment, promotion, upgradings, demotion, transfer, layoff, or termination and rates of pay or other forms of compensation; (b) at the request of the contracting agency, the Contractor shall request each employment agency, labor union, or authorized representative of workers with which it has a collective bargaining or other agreement or understanding, to furnish a written statement that such employment agency, labor union or representative will not discriminate on the basis of race, creed, color, national origin, sex, age, disability or marital status and that such union or representative will affirmatively cooperate in the implementation of the contractor's obligations herein; and (c) the Contractor shall state, in all solicitations or advertisements for employees, that, in the performance of the State contract, all qualified applicants will be afforded equal employment opportunities without discrimination because of race, creed, color, national origin, sex, age, disability or marital status. Contractor will include the provisions of "a", "b", and "c" above, in every subcontract over $25, for the construction, demolition, replacement, major repair, renovation, planning or design of real property and improvements thereon (the "Work") except where the Work is for the beneficial use of the Contractor. Section 312 does not apply to: (i) work, goods or services unrelated to this contract; or (ii) employment outside New York State; or (iii) banking services, insurance policies or the sale of securities. The State shall consider compliance by a contractor or subcontractor with the requirements of any federal law concerning equal employment opportunity which effectuates the purpose of this section. The contracting agency shall determine whether the imposition of the requirements of the provisions hereof duplicate or conflict with any such federal law and if such duplication or conflict exists, the contracting agency shall waive the applicability of Section 312 to the extent of such duplication Request for Proposals Mobility Management Page 20 of 45