accounting consultant RFP - 8 31 26 - 2.pdf

REQUEST FOR PROPOSALS

TO PROVIDE

ACCOUNTING CONSULTING SERVICES

TO THE

NASSAU COUNTY INTERIM FINANCE AUTHORITY

DUE DATE IS SEPTEMBER 23, 2026 BY 4:00 P.M.

NASSAU COUNTY INTERIM FINANCE AUTHORITY

1305 FRANKLIN AVENUE, SUITE 302

GARDEN CITY, NY 11530

Proposed Timetable

a. Release of Request for Proposals (“RFP”): September 1, 2026

b. Final date for submission of questions: September 16, 2026

c. Final date for submission of proposals: September 23, 2026

d. Oral presentations (selected proposers only, if required): October 13, 2026

e. Approximate date for selection of vendor: November 3, 2026

Dates indicated above are subject to change at the sole discretion of the Authority.

Table of Contents

I. Statement of Purpose

II. Background

III. Scope of Work

IV. Methods and Programs

V. Proposal Requirements

VI. Administrative Information and Conditions

VII. Other Conditions and Limitations

VIII. Disclosure of Proposal Contents/State Finance Law

Appendix I Non-Collusive Bidding Certification Required by Section 139-d of the State

Finance Law

Appendix II Non-Discrimination in Employment in Northern Ireland MacBride Fair

Employment Principles certification

Appendix III Standard Clauses for NIFA Contracts and additional certifications and forms

I. Statement of Purpose

The Nassau County Interim Finance Authority (hereafter referred to as the “Authority” or “NIFA”) is soliciting proposals from firms qualified to do business in New York State (the

“State”) to provide accounting and financial consulting services to assist the Authority in (i)

(x) preparing templates for the Authority’s annual audited financial statements in accordance with the most recent pronouncements and formats required by the Governmental Accounting

Standards Board by the Authority’s calendar year-end and (y) performing formal reviews before submitting the completed financial statements to the Authority’s management and independent auditors at least two weeks before the Authority’s targeted Directors meeting

(which will be communicated well in advance) and (ii) providing an internal control function by reviewing transactions executed by the Authority’s Treasurer.

II. Background

The Authority is a corporate governmental agency and instrumentality of the State, constituting a public benefit corporation. It is a State authority empowered to monitor and oversee the finances of Nassau County, New York (the “County”) and certain covered organizations, and within certain statutory limits previously had the power to issue bonds and notes for various County purposes. The Authority, however, retains the ability to refund its debt. The Authority will continue in existence until its oversight, control or other responsibilities and its liabilities (including the payment in full of Authority bonds and notes) have been met or discharged.

For more information concerning NIFA, see the NIFA website at https://nifa.ny.gov/.

III. Scope of Work

The scope of work to be furnished by the selected vendor pursuant to this RFP is to perform the services, provide the deliverables and meet the requirements listed below and discussed in detail in the following sections.

IV. Methods and Programs

The nature and extent of the services to be performed will be agreed upon between the selected firm and the Authority. Appropriate techniques must be used to provide the required services.

V. Proposal Requirements

Proposals shall be limited to a maximum of ten (10) pages (12-point type), excluding resumes, cost proposal and certifications/forms, including any comments to the Standard

Clauses for NIFA Contracts (see the information in Section VII under Required Submissions herein). All submitted proposals will be reviewed for completeness. Failure to submit a complete proposal can result in disqualification at the discretion of the Authority. The following information must be included with the proposal, in separate parts, as indicated:

https://nifa.ny.gov/

A. Technical

▪ The names and resumes, including educational background and professional experience, of staff to be assigned to the engagement and an indication of their experience and familiarity with State public authorities and municipalities and the accounting and auditing principles, practices, procedures and methods of the State.

Experience in capital markets would also be helpful because of the Authority’s outstanding bonds payable. Of particular interest will be your experience with governmental agencies and authorities that are primarily financing entities. Please specify the name of the individual accountable for the project.

▪ Equal Employment Opportunity reports on the composition of the firm’s workforce and of the staff to be assigned to the engagement.

▪ At least three references. Please include, if possible, at least one from a municipality, public authority or State entity with which individuals to be assigned to the services have worked (and the name and contact information for the primary contact within each entity). By providing this information you are permitting NIFA to contact those entities or individuals. If your firm’s work product for a reference is available, please provide the RFP Contact (defined in Section VI of this RFP) with a link to the information.

▪ Identify and discuss fully the nature of any conflict, actual or potential, your firm or any individual may have in providing services to the Authority.

▪ List all material investigations or judgments against your firm or its principals for the past five years.

▪ A proposed schedule, work plan and allocation of hours for each of the five years of the proposed engagement, including critical dates, time estimates and project management and supervision structure.

B. Cost

▪ Proposers must submit their respective cost proposals which contain all pricing and staffing information relative to fulfilling the scope of services described in this RFP.

The proposal must state the normal governmental rates charged by the firm and the discounted or preferred rate for each title/position expected to perform such services, as well as the estimated number of hours for each position used to calculate the fee.

▪ Please indicate whether all the rates or fees are the lowest charged to your firm’s municipal clients; and, if not, please explain why.

▪ Out-of-pocket expenses must be separately categorized and supported by receipts and copies of invoices and shall only be reimbursed in accordance with the lower of the

Authority’s standard schedule, if any, or the U.S. General Services Administration’s per diem rates applicable to the County. Such expenses will be reviewed for reasonableness on a continuing basis.

▪ Proposals must include a statement that the price and/or rates quoted are an irrevocable offer for 120 days from the date of submission.

▪ Regardless of the method of compensation, each firm assigned to this engagement shall be required to provide NIFA with a written statement showing the name and title of each individual who worked on the engagement and the date and hours devoted by such individual to the engagement, together with a brief description of the services provided by the individual on such date. Firms selected for this engagement will also be required to sign an engagement letter or other contract.

VI. Administrative Information and Conditions

All proposals submitted must include a cover letter signed by a member of the proposing firm duly authorized to execute contracts on behalf of the firm. All responses to this

RFP should be in writing and sent by email addressed to:

Carl Dreyer

Treasurer

Nassau County Interim Finance Authority

1305 Franklin Avenue, Suite 302

Garden City, NY 11530 carl.dreyer@nifa.ny.gov

(hereinafter, the “RFP Contact”).

This RFP is a solicitation and not an offer of contract.

Addenda to this RFP may be issued prior to the proposal submission date and will be posted on NIFA’s website at https://nifa.ny.gov/request-proposals-and-qualifications.

Addenda will be furnished by email to prospective proposers only if they have specifically informed the RFP Contact, in writing, of their interest in receiving addenda. Prospective proposers who have not informed the RFP Contact of their interest are responsible for checking

NIFA’s website frequently for addenda.

1. Inquiries

All questions about the RFP must be submitted via email to the RFP Contact

(carl.dreyer@nifa.ny.gov) by 4:00 P.M. on September 16, 2026. Any other contact with NIFA regarding this RFP is prohibited. Violation of this requirement may be grounds for eliminating a proposal from consideration. See also Section VIII of this RFP (regarding State law governing permissible communications during the procurement restricted period).

Answers to all substantive questions will be posted on the NIFA website at https://nifa.ny.gov/request-proposals-and-qualifications and furnished by email to prospective proposers who have specifically informed the RFP Contact via email of their interest in receiving same.

2. Submissions of Proposals mailto:carl.dreyer@nifa.ny.gov https://nifa.ny.gov/request-proposals-and-qualifications mailto:carl.dreyer@nifa.ny.gov https://nifa.ny.gov/request-proposals-and-qualifications

All proposals must be received by the RFP Contact by email in pdf format no later than

4:00 P.M. on September 23, 2026. NIFA also may request that proposers provide proposals in other electronic format(s) by email to the RFP Contact.

3. Vendor Selection

Proposals will be evaluated by the Authority. An award will be made by the Authority as quickly as possible but shall not be a binding agreement until definitive documentation has been signed by both parties.

4. Evaluation Criteria

Each proposal will be evaluated based upon the following criteria:

▪ demonstrated understanding of the Authority’s needs and operations;

▪ overall quality of the proposal, including, but not limited to, thoroughness and thoughtfulness of the proposed approach, including work schedules, task sequences, allocation of staff, and project organization and management;

▪ experience and qualifications of the proposing firm and the staff (including managerial) to be assigned to the engagement, evidence of satisfactory, timely performance on similar assignments, and references and interviews, if conducted; and

▪ cost proposed (please make the cost proposal a separate section).

5. Notification of Award and Contract

All proposers will be notified in writing of the contract award, if any. The successful proposer will be advised by the Authority, which will furnish the engagement letter or other contract.

VII. Other Conditions and Limitations

It is the intention of the Authority to fully execute the mandate of Article 15-A of the

State Executive Law so as to provide minority and women-owned business enterprises with an equal opportunity to participate in NIFA contracts.

The proposer, by submitting a proposal, acknowledges an understanding of this policy and pledges to cooperate with NIFA in implementing this policy, and further pledges to exert his, her or its best efforts in soliciting and obtaining the participation of minority and women-owned trade persons and subcontractors and suppliers on this contract where possible. The directory of certified businesses is available at https://www.mwbe.esd.ny.gov/business-directory, and the regulations regarding equal employment opportunities for minority group members and women and opportunities for minority and women-owned business enterprises are available at https://govt.westlaw.com/nycrr/Browse/Home/NewYork/UnofficialNewYorkCodesRulesand

Regulations?guid=I850b0fa0ba4411dd9542e0ba6da0bcf0&originationContext=documenttoc

&transitionType=Default&contextData=(sc.Default).

https://www.mwbe.esd.ny.gov/business-directory https://www.mwbe.esd.ny.gov/business-directory https://govt.westlaw.com/nycrr/Browse/Home/NewYork/UnofficialNewYorkCodesRulesandRegulations?guid=I850b0fa0ba4411dd9542e0ba6da0bcf0&originationContext=documenttoc&transitionType=Default&contextData=(sc.Default) https://govt.westlaw.com/nycrr/Browse/Home/NewYork/UnofficialNewYorkCodesRulesandRegulations?guid=I850b0fa0ba4411dd9542e0ba6da0bcf0&originationContext=documenttoc&transitionType=Default&contextData=(sc.Default) https://govt.westlaw.com/nycrr/Browse/Home/NewYork/UnofficialNewYorkCodesRulesandRegulations?guid=I850b0fa0ba4411dd9542e0ba6da0bcf0&originationContext=documenttoc&transitionType=Default&contextData=(sc.Default)

Article 3 of the State Veterans' Services Law provides for more meaningful participation in public procurement by certified service-disabled veteran-owned businesses

(“SDVOB’s”), thereby further integrating such businesses into the State’s economy. NIFA recognizes the need to promote the employment of service-disabled veterans and to ensure that certified service-disabled veteran-owned businesses have opportunities for maximum feasible participation in the performance of NIFA contracts.

In recognition of the service and sacrifices made by service-disabled veterans and in recognition of their economic activity in doing business in the State, proposers are strongly encouraged and expected to consider SDVOB’s in the fulfillment of the requirements of the contract. Such participation may be as subcontractors or suppliers, as protégés, or in other partnering or supporting roles.

Proposers are encouraged to make good faith efforts to promote and assist in the participation of SDVOB’s on the contract for the provision of services and materials. The directory of State-certified SDVOB’s can be viewed at: https://sdves.ogs.ny.gov/business-search.

Proposers are encouraged to contact the State Office of General Services’ Division of

Service-Disabled Veterans’ Business Development at 518-474-2015 or

VeteransDevelopment@ogs.ny.gov to discuss methods of maximizing participation by

SDVOB’s on the contract.

Proposers may be requested to clarify the contents of their proposal. Other than to provide such information as may be requested by the Authority, no proposer will be allowed to alter its proposal or add any new information after the proposal due date.

The Authority shall not be responsible for expenses incurred in connection with the preparation of submission of any proposal.

Required Submissions

Upon submission of a proposal, proposers must fully execute and submit the following certifications or forms:

1. Non-Collusive Bidding Certification Required by Section 139-d of the State

Finance Law (Appendix I);

2. Non-Discrimination in Employment in Northern Ireland MacBride Fair

Employment Principles certification (Appendix II);

3. Certification Pursuant to State Finance Law Section 139 (regarding State law governing permissible communications during the procurement restricted period)

(attached in Appendix III);

https://sdves.ogs.ny.gov/business-search https://sdves.ogs.ny.gov/business-search mailto:VeteransDevelopment@ogs.ny.gov

4. Diversity Practices Questionnaire for Bidders (only required for best value procurements of $250,000 or greater) (attached in Appendix III);

5. Form A - STAFFING PLAN (attached in Appendix III); and

6. Attachment E - M/WBE UTILIZATION PLAN/REPORTS (attached in Appendix

III).

Other certifications and forms attached in Appendix III must be submitted following the award of a contract, if any. Also, prior to the engagement, the successful firm(s) must submit the following, in form(s) acceptable to NIFA:

1. Certificates of Insurance naming NIFA as an additional insured including evidence of professional liability, commercial general liability, cybersecurity, workers compensation and State disability insurance coverage; and

2. A completed W-9 form.

In addition, proposers are urged to review the Standard Clauses for NIFA Contracts

(attached in Appendix III) as these will only be modified under the most compelling of circumstances.

Only those proposers who furnish complete information will be considered for evaluation. No partial proposals will be considered. Further, the Authority reserves the right to exercise the following rights and prerogatives:

1. To accept or reject any or all proposals and upon notice, amend, modify or withdraw this RFP.

2. To request some or all respondents to provide an oral presentation of their proposals.

3. To correct any arithmetic errors in the proposals.

4. To accept or reject any of a firm’s employees assigned to an engagement and to require their replacement at any time.

5. To waive any technical irregularity in a proposal that is corrected by the proposer in response to a notification from NIFA of such irregularity. This will in no way modify the RFP documents or excuse the proposer from full compliance with its requirements.

6. To request a revised fee schedule from a firm or firms selected as finalist(s).

7. To accept other than the lowest fee proposals.

VIII. Disclosure of Proposal Contents/State Finance Law

Information submitted to NIFA, including the information contained in proposals submitted in response to this RFP, may be subject to disclosure under the State Freedom of

Information Law ("FOIL") and other laws. If a vendor is submitting information that it believes is protected from disclosure under FOIL or similar laws, it should clearly identify, at the time of submission, the information at issue and the basis for non-disclosure. If NIFA receives a request for disclosure of the identified information and NIFA determines that the identified information is required by FOIL or any other law to be disclosed, NIFA will use reasonable efforts to notify the vendor prior to disclosing the information to enable the vendor to take such action as the vendor deems appropriate. Copies of executed contracts are not exempt from disclosure under FOIL and similar laws.

State Finance Law Sections 139-j and 139-k (collectively, the “Procurement

Requirements”) apply to this RFP. These Procurement Requirements (1) govern permissible communications between potential respondents and NIFA or other involved governmental entities with respect to this RFP; (2) provide for increased disclosure in the public procurement process through identification of persons or organizations whose function is to influence procurement contracts, public works agreements and real property transactions; and (3) establish sanctions for knowing and willful violations of the provisions of the Procurement

Requirements, including disqualification from eligibility for an award of any contract pursuant to this RFP.

Compliance with the Procurement Requirements requires that (x) all communications regarding this RFP, from the time of its issuance through final award and execution of any resulting contract (the “Restricted Period”), be conducted only with the designated contact person listed below; (y) the completion by respondents of the Certification Pursuant to State

Finance Law Section 139 (see Required Submissions in Section VII of this RFP) as part of their proposal; and (z) periodic updating of such forms during the term of any contract resulting from this RFP.

The Procurement Requirements also require NIFA staff to obtain and report certain information when contacted by prospective bidders during the Restricted Period, make a determination of the responsibility of bidders and make all such information publicly available in accordance with applicable law. NIFA staff shall review and investigate allegations of impermissible contact during a procurement. If a prospective bidder is found to have knowingly and willfully violated the State Finance Law provisions, that prospective bidder and its subsidiaries, related or successor entities will be determined to be a non-responsible bidder and will not be awarded any contract issued pursuant to this solicitation. In addition, two such findings of non-responsibility within a four-year period can result in debarment from obtaining any State governmental procurement contract. For the purpose of compliance with State

Finance Law Section 139-j, contacts with Carl Dreyer at NIFA are considered permissible.

APPENDIX I

NON-COLLUSIVE BIDDING CERTIFICATION REQUIRED BY SECTION 139-D OF THE STATE

FINANCE LAW

By submission of this bid, bidder and each person signing on behalf of bidder certifies, and in the case of joint bid, each party thereto certifies as to its own organization, under penalty of perjury, that to the best of his/her knowledge and belief:

[1] The prices of this bid have been arrived at independently, without collusion, consultation, communication, or agreement, for the purposes of restricting competition, as to any matter relating to such prices with any other

Bidder or with any competitor;

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

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

A BID SHALL NOT BE CONSIDERED FOR AWARD NOR SHALL ANY AWARD BE MADE WHERE

[1], [2], [3] ABOVE HAVE NOT BEEN COMPLIED WITH; PROVIDED HOWEVER, THAT IF IN ANY

CASE THE BIDDER(S) CANNOT MAKE THE FORGOING CERTIFICATION, THE BIDDER SHALL

SO STATE AND SHALL FURNISH BELOW A SIGNED STATEMENT WHICH SETS FORTH IN

DETAIL THE REASONS THEREFORE:

[AFFIX ADDENDUM TO THIS PAGE IF SPACE IS REQUIRED FOR STATEMENT.]

Subscribed to under penalty of perjury under the laws of the State of New York, this _______ day of

__________, 2026 as the act and deed of said corporation or partnership.

IF BIDDER(S) (ARE) A PARTNERSHIP, COMPLETE THE FOLLOWING FOR THE PARTNERS OR

PRINCIPALS THAT WOULD PARTICIPATE ON THIS ENGAGEMENT:

NAMES OF PARTNERS OR PRINCIPALS LEGAL RESIDENCE

IF BIDDER(S) (ARE) A CORPORATION, COMPLETE THE FOLLOWING:

NAMES LEGAL RESIDENCE

President

Secretary

Treasurer

President

Secretary

Treasurer

Identifying Data:

Potential Contractor: _______________________________________________________

Street Address: ___________________________________________________________

City, Town, etc. ___________________________________________________________

Telephone: ________________ Title: __________________________________________

If applicable, Responsible Corporate Officer Name

Title

Signature

Joint or combined bids by companies or firms must be certified on behalf of each participant:

Legal name of person, firm or corporation Legal name of person, firm or corporation

By _________________________________ By _______________________________

(Name) (Name)

Title Title

Street Address Street Address

City and State City and State

APPENDIX II

NON-DISCRIMINATION IN EMPLOYMENT IN NORTHERN IRELAND

MACBRIDE FAIR EMPLOYMENT PRINCIPLES

In accordance with section 165 of the State Finance Law, the bidder, by submission of this bid certifies that it or any individual or legal entity in which the bidder holds a 10% or greater ownership interest, or any individual or legal entity that holds a 10% or greater ownership in the bidder, either:

(answer yes or no to one or both of the following, as applicable),

(1) has business operations in Northern Ireland;

Yes ____ or No ____, and if yes;

(2) shall take lawful steps in good faith to conduct any business operations that it has in Northern Ireland in accordance with the MacBride Fair Employment Principles relating to nondiscrimination in employment and freedom of workplace opportunity regarding such operations in Northern Ireland, and shall permit independent monitoring of their compliance with such Principles.

Yes ____ or No ____

Signature Date

APPENDIX III

Proposers are urged to review the Standard Clauses for NIFA Contracts in this Appendix III as these will only be modified under the most compelling of circumstances.

SCHEDULE A

STANDARD CLAUSES FOR NIFA CONTRACTS

For the purposes of this Schedule A, the Nassau County Interim Finance Authority is hereinafter referred to as “NIFA.”

The parties to the attached contract, license, lease, amendment or other agreement of any kind (hereinafter, 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” or “Consultant” herein refers to any party other than NIFA, whether a contractor, consultant, licensor, licensee, lessor, lessee or other party).

SUPERVISION BY NIFA. The services to be performed by Consultant under this contract shall be subject to the general supervision and direction of NIFA provided that neither NIFA's exercise nor failure to exercise such supervision and direction shall relieve the Consultant of any of its obligations or responsibilities for its acts or failure to act pursuant to this contract.

CONSULTANT'S PERSONNEL. The Consultant shall designate in writing to NIFA one individual, satisfactory to NIFA, who shall be responsible for coordinating all of the services to be rendered by the

Consultant and who shall be NIFA's normal point of contact with the Consultant on matters relating to such services. Such individual shall be replaced upon NIFA's written request.

APPROVAL OF SUBCONSULTANTS. The Consultant shall not employ, contract with or use the services of any consultant, special contractors, or other third parties (collectively "Subconsultant") in connection with the performance of its obligations under this contract without the prior written consent of

NIFA. The Consultant shall inform NIFA in writing of the name, proposed service to be rendered, and compensation of the Subconsultant, and of any interest it may have in the proposed Subconsultant.

CONSULTANT AS INDEPENDENT CONTRACTOR. Notwithstanding any other provisions of this contract, the Consultant's status (and that of any Subconsultant) shall be that of an independent contractor and not that of an agent or employee of NIFA. Accordingly, neither the Consultant nor any Subconsultant shall hold itself out as, or claim to be acting in the capacity of an employee, or agent of NIFA.

CONFLICT-OF-INTEREST. The Consultant represents that:

(a) The Consultant has not now, and will not acquire, any interest, direct or indirect, present or prospective, in the project to which the Consultant's work relates or the real estate which is the subject of the contract, or in the immediate vicinity thereof and has not employed and will not knowingly employ in connection with work to be performed hereunder, any person or entity having any such interest during the term of this contract.

(b) No officer, employee, agent or director of NIFA, or any of its subsidiaries shall be admitted to any share or part hereof or to any benefit to arise here from.

(c) No officer, employee, agent or director of NIFA, or any of its subsidiaries shall participate in any decision relating to this contract which affects his personal interest or the interests of any corporation, partnership, or association in which he is directly or indirectly interested; nor shall any officer, agent, director or employee of NIFA, or any of its subsidiaries have any interest, direct or indirect, in this contract or the proceedings thereof.

CONSULTANT TO COMPLY WITH LEGAL REQUIREMENTS. The Consultant in performing its obligations and in preparing all documents required under this contract shall comply with all material applicable laws and regulations. All provisions required by such laws and regulations to be included in this contract shall be deemed to be included in this contract with the same effect as if set forth in full.

NO ASSIGNMENT WITHOUT CONSENT. The Consultant agrees that:

(a) It is prohibited from assigning, transferring or otherwise disposing of this contract, or of its rights or interests therein, or its power to execute such agreement to any person, company, partnership, or corporation, without the previous written consent of NIFA;

(b) If the prohibition of this Section be violated, NIFA may revoke and annul this contract and NIFA shall be relieved from any and all liability and obligations hereunder to the Consultant and to the person, company, partnership or corporation to whom such assignment, transfer or other disposal shall have been made and the Consultant and such assignee or transferee shall forfeit and lose all the money theretofore earned under this contract.

ENTIRE AGREEMENT/AMENDMENT. This contract constitutes the entire agreement between the parties hereto and no statement, promise, condition, understanding, inducement, or representation, oral or written, expressed or implied, which is not contained herein shall be binding or valid and this contract shall not be changed, modified or altered in any manner except by an instrument in writing executed by the parties hereto.

CONFIDENTIALITY. Consultant hereby agrees that all data, recommendations, reports and other materials developed in the course of this study are strictly confidential between Consultant and NIFA and

Consultant may not at any time reveal or disclose such data, recommendations or reports in whole or in part to any third party without first obtaining permission from NIFA, other than as required by law.

Notwithstanding the preceding sentence, Consultant shall cooperate fully with such third parties as NIFA may designate by written request. Such cooperation shall include making available to such parties, data, information and reports used or developed by Consultant in connection with this study.

INDEMNIFICATION. Notwithstanding anything to the contrary contained herein, Consultant shall be responsible for all injuries to persons, including death, or damage to property sustained while performing or resulting from the work under this contract, if and to the extent the same results from any act, omission, negligence, fault or default of Consultant or Subconsultants, or their employees, agents, servants, independent contractors or subcontractors retained by Consultant pursuant to this contract. Consultant agrees to defend, indemnify and hold the indemnities (the State of New York (the “State”) and NIFA) harmless from any and all claims, judgments and liabilities, including but not limited to, claims, judgments and liabilities for injuries to persons (including death) and damage to property, if and to the extent the same results from any act, omission, negligence, fault or default of Consultant or its Subconsultants, or their agents, employees, servants, independent contractors and subcontractors and from any claims against, or liability incurred by the indemnities by reason of claims against Consultant or its

Subconsultants, or their employees, agents, servants, independent contractors and subcontracts for any matter whatsoever in connection with the services performed under this contract, including, but not limited to, claims for compensation, injury or death, and agree to reimburse the indemnities for reasonable attorneys' fees incurred in connection with the above. Consultant shall be solely responsible for the safety and protection of all its Subconsultants, or the employees, agents, servants, independent contractors, or subcontractors of Consultant or its Subconsultants, and shall assume all liability for injuries, including death, that may occur to said persons due to the negligence, fault or default of Consultant, its

Subconsultants, or their respective agents, employees, servants, independent contractors or subcontractors.

This indemnification provision shall survive the expiration or earlier termination of this contract.

WORKER’S COMPENSATION BENEFITS. In accordance with Section 142 of the State Finance

Law, this contract shall be void and of no force and effect unless Contractor provides and maintains coverage during the life of this contract for the benefit of such employees as are required to be covered by the provisions of the State Workers’ Compensation Law.

NON-DISCRIMINATION REQUIREMENTS. To the extent required by Article 15 of the State

Executive Law (also known as the Human Rights Law) and all other State and federal statutory and constitutional non-discrimination provisions, the Contractor will not discriminate against any employee or applicant for employment, nor subject any individual to harassment, because of age, race, creed, color, national origin, citizenship or immigration status, sexual orientation, gender identity or expression, military status, sex, disability, predisposing genetic characteristics, familial status, marital status, or domestic violence victim status or because the individual has opposed any practices forbidden under the

Human Rights Law or has filed a complaint, testified, or assisted in any proceeding under the Human

Rights Law. 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 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..

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 and shall comply with all requirements set forth in Article 8 or Article 9 of the Labor

Law whichever Article applies. Additionally, effective April 28, 2008, if this is a public work contract covered by Article 8 of the Labor Law, the Contractor understands and agrees that the filing of payrolls in a manner consistent with Subdivision 3-a of Section 220 of the Labor Law shall be a condition precedent to payment of any approved sums due and owing for work done upon the project.

NON-COLLUSIVE BIDDING CERTIFICATION. In accordance with Section 2878 of the State

Public Authorities Law, if this contract was awarded based upon the submission of bids, Contractor affirms, under the penalties of perjury:

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

(1) The prices in this bid 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 bidder or with any competitor;

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

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

Contractor further warrants that, at the time Contractor submitted its bid, an authorized and responsible person executed and delivered to NIFA a non-collusive bidding certification on Contractor's behalf.

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, Contractor agrees, as a material condition of the contract, that neither 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.

Contractor shall so notify NIFA and the State Comptroller within five (5) business days of such conviction, determination or disposition of appeal (2 NYCRR § 105.4).

SET-OFF RIGHTS. NIFA shall have all of its common law, equitable and statutory rights of set-off.

These rights shall include, but not be limited to, NIFA’s option to withhold for the purposes of set-off any moneys due to Contractor under this contract up to any amounts due and owing to NIFA with regard to this contract, any other contract with NIFA, including any contract for a term commencing prior to the term of this contract, plus any amounts due and owing to NIFA for any other reason including, without limitation, tax delinquencies, fee delinquencies or monetary penalties relative thereto. NIFA 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 NIFA, its representatives, or the State Comptroller.

RECORDS. 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 six (6) years following the expiration or earlier termination of the contract. 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 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. NIFA 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) Contractor shall timely inform NIFA 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, NIFA's right to discovery in any pending or future litigation.

DISCLOSURE OF NIFA RECORDS OR INFORMATION. If any third party requests that Contractor disclose NIFA records or information, as defined in subdivision 4 of section 86 of the Public Officers

Law, Contractor shall notify NIFA of such request and NIFA shall determine, in accordance with Section

2853 to the Public Authorities Law or other applicable law, whether such NIFA records or information may be disclosed.

CONFLICTING TERMS. In the event of a conflict between the terms of the contract (including any and all attachments thereto and amendments thereof) and the terms of this Schedule A, the terms of this

Schedule A shall control.

GOVERNING LAW. This contract shall be governed by the laws of the State of New York except where the federal supremacy clause requires otherwise.

LATE PAYMENT. Timeliness of payment and any interest to be paid to Contractor for late payment shall be governed by Section 2880 of the Public Authorities Law and the guidelines adopted by NIFA thereto.

SERVICE OF PROCESS. In addition to the methods of service allowed by the State Civil Practice Law

& Rules ("CPLR"), Contractor hereby consents to service of process upon it by registered or certified mail, return receipt requested. Service hereunder shall be complete upon Contractor's actual receipt of process or upon NIFA's receipt of the return thereof by the United States Postal Service as refused or undeliverable. Contractor must promptly notify NIFA, in writing, of each and every change of address to which service of process can be made. Service by NIFA to the last known address shall be sufficient.

Contractor will have thirty (30) calendar days after service hereunder is complete in which to respond.

PROHIBITION ON PURCHASE OF TROPICAL HARDWOODS. Contractor certifies and warrants that all wood products to be used under this contract award will be in accordance with, but not limited to, the specifications and provisions of State Finance Law §165 (Use of Tropical Hardwoods) which prohibits purchase and use of tropical hardwoods, unless specifically exempted, by the State or any governmental agency or political subdivision or public benefit corporation. Qualification for an exemption under this law will be the responsibility of Contractor to establish to meet with the approval of the State.

In addition, when any portion of this contract involving the use of woods, whether supply or installation, is to be performed by any subcontractor, Contractor will indicate and certify in the submitted bid proposal that the subcontractor has been informed and is in compliance with specifications and provisions regarding use of tropical hardwoods as detailed in §165 State Finance Law. Any such use must meet with the approval of NIFA; otherwise, the bid may not be considered responsive. Under bidder certifications, proof of qualification for exemption will be the responsibility of Contractor to meet with the approval of NIFA.

MACBRIDE FAIR EMPLOYMENT PRINCIPLES. In accordance with the MacBride Fair

Employment Principles (Chapter 807 of the New York Laws of 1992), Contractor hereby stipulates that

Contractor either (i) has no business operations in Northern Ireland, or (ii) shall take lawful steps in good faith to conduct any business operations in Northern Ireland in accordance with the MacBride Fair

Employment Principles (as described in Article 165 of the New York State Finance Law), and shall permit independent monitoring of compliance with such principles.

OMNIBUS PROCUREMENT ACT OF 1992. It is the policy of New York State to maximize opportunities for the participation of New York State business enterprises, including minority and women-owned business enterprises as bidders, subcontractors and suppliers on its procurement contracts.

Information on the availability of New York State subcontractors and suppliers is available from:

NYS Department of Economic Development

Division for Small Business and Technology Development

625 Broadway

Albany, New York 12245

Telephone: 518-292-5100

A directory of certified minority and women–owned business enterprises is available from:

NYS Department of Economic Development

Division of Minority and Women’s Business Development

633 Third Avenue 33rd Floor

New York, NY 10017

646-846-7364 email: mwbebusinessdev@esd.ny.gov https://ny.newnycontracts.com/FrontEnd/searchcertifieddirectory.asp https://ny.newnycontracts.com/FrontEnd/searchcertifieddirectory.asp

The Omnibus Procurement Act of 1992 (Chapter 844 of the Laws of 1992, codified in State Finance Law

§ 139-i and Public Authorities Law § 2879 (3)(n)–(p)) requires that by signing this contract, Contractor certifies that whenever the contract amount is greater than $1 million:

(a) Contractor has made commercially reasonable efforts to encourage the participation of New York

State Business Enterprises as suppliers and subcontractors, including certified minority and woman– owned business enterprises, on this contract, and has retained the documentation of these efforts to be provided upon request to NIFA;

(b) Contractor has complied with the Federal Equal Opportunity Act of 1972 (P.L. 92–261), as amended;

(c) Contractor agrees to make commercially reasonable efforts to provide notification to New York State residents of employment opportunities on this contract through listing any such positions with the Job

Service Division of the New York State Department of Labor, or providing such notification in such manner as is consistent with existing collective bargaining contracts or agreements. Contractor agrees to document these efforts and to provide said documentation to NIFA upon request; and

(d) Contractor acknowledges that the State may seek to obtain offset credits from foreign countries as a result of this contract and agrees to cooperate with the State in these efforts.

RECIPROCITY AND SANCTIONS PROVISIONS. Contractor is hereby notified that if its principal place of business is located in a country, nation, province, state or political subdivision that penalizes New

York State vendors, and if the goods or services it offers will be substantially produced or performed outside New York State, the Omnibus Procurement Act 1994 and 2000 amendments (Chapter 684 and

383, respectively, codified in State Finance Law § 165(6) and Public Authorities Law § 2879(5)) require that Contractor be denied contracts which it would otherwise obtain. NOTE: As of May 2023, the list of discriminatory jurisdictions subject to this provision includes the states of South Carolina, Alaska, West

Virginia, Wyoming, Louisiana and Hawaii. Contact the NYS Department of Economic Development for a current list of jurisdictions subject to this provision.

PROCUREMENT LOBBYING. To the extent this agreement is a “procurement contract” as defined by State Finance Law Sections 139-j and 139-k, by signing this agreement the Contractor certifies and affirms that all disclosures made in accordance with State Finance Law §§ 139-j and 139-k are complete, true and accurate. In the event such certification is found to be intentionally false or intentionally incomplete, NIFA may terminate the agreement by providing written notification to the Contractor in accordance with the terms of the agreement. See Attachment A hereto.

CERTIFICATION OF REGISTRATION TO COLLECT SALES AND COMPENSATING USE

TAX BY CERTAIN CONTRACTORS, AFFILIATES AND SUBCONTRACTORS. To the extent this agreement is a contract as defined by Tax Law § 5-a, if the Contractor fails to make the certification required by Tax Law § 5-a or if during the term of the contract, the State Department of Taxation and

Finance or the covered agency, as defined by Tax Law § 5-a, discovers that the certification, made under penalty of perjury, is false, then such failure to file or false certification shall be a material breach of this contract and this contract may be terminated, by providing written notification to the Contractor in accordance with the terms of the contract, if the covered agency determines that such action is in the best interest of the State.

IRAN DIVESTMENT ACT. In accordance with State Public Authorities Law § 2879-c, by signing this contract, each person and each person signing on behalf of any other party certifies, and in the case of a joint bid or partnership each party thereto certifies as to its own organization, under penalty of perjury, that to the best of its knowledge and belief that each person is not on the list created pursuant to paragraph

(b) of subdivision 3 of Section 165-a of the State Finance Law. See “Entities Determined to be Non-

Responsive Bidders/Offerers pursuant to the New York State Iran Divestment Act of 2012” (“Prohibited

Entities List”) posted at: https://ogs.ny.gov/iran-divestment-act-2012.

NIFA reserves the right to reject any bid, request for assignment, renewal or extension for an entity that appears on the Prohibited Entities List prior to the award, assignment, renewal or extension of a contract, and to pursue a responsibility review with respect to any entity that is awarded a contract and appears on the Prohibited Entities list after contract award.

CONTINGENT FEES. Contractor hereby certifies and agrees that (a) Contractor has not employed or retained and will not employ or retain any individual or entity for the purpose of soliciting or securing any

NIFA contract or any amendment or modification thereto pursuant to any agreement or understanding for receipt of any form of compensation which in whole or in part is contingent or dependent upon the award of any such contract or any amendment or modification thereto; and (b) Contractor will not seek or be paid an additional fee that is contingent or dependent upon the completion of a transaction by NIFA.

COMPLIANCE WITH BREACH NOTIFICATION AND DATA SECURITY LAWS. Contractor shall comply with the provisions of the New York State Information Security Breach and Notification Act

(General Business Law §§ 899-aa and 899-bb; State Technology Law § 208). Contractor shall be liable for the costs associated with such breach if caused by Contractor’s negligent or willful acts or omissions, or the negligent or willful acts or omissions of the Contractor’s agents, officers, employees or subcontractors.

ADMISSIBILITY OF…