Professional Architectural and Engineering Services- YAMAN- RFP.docx

CITY OF CORTLAND

NOTICE TO BIDDERS

Professional Architectural and Engineering Services Yaman Park Improvements – NY SWIMS Grant Program

The City of Cortland (the “City”) is soliciting proposals from qualified and experienced professional architectural and engineering (A/E) firms to provide comprehensive design, engineering, bidding, and construction-phase services for improvements at Yaman Park, funded through the New York State Water Infrastructure Improvement Act – Swimming Facilities Program (NY SWIMS).

An electronic copy of the complete RFP document, support reference documents, and any potential issued RFP addenda can be obtained via download from the City of Cortland ’s website: https://cortlandny.gov/Bids.aspx Yaman Park is open to the public 7 days a week from 11:00 am to 7:00 pm. Respective bidders are encouraged to visit the site to verify site conditions for the project.

Questions regarding the RFP must be submitted in writing via e-mail to Andrea Piedigrossi, Youth Bureau Director, at andrea@cortlandny.gov. All written requests for RFP clarifications must be received no later than Friday, July 21, 2026, at 12:00pm.

All proposals should be clearly marked “RFP Design Services for Yaman Park NY Swims Grant” on the outside. The proposal must be submitted in a sealed envelope and include two hard copies. Submissions should be sent to:

Proposals must be received at the Youth Bureau office no later than: 12:00pm on Monday, August 3, 2026.

The City reserves the right to award the contract to other than the Proposer presenting the lowest price. The City may negotiate with one or more Proposers. No Proposer shall have any rights against the City arising from such invitation or negotiations. The City of Cortland reserves the right to reject any or all proposals submitted.

The City reserves the right to reject any and all proposals. The contract resulting from this solicitation will be awarded to the qualified Proposer whose proposal the City believes will be most advantageous to the City. Discretion to award a contract rests with the City of Cortland Common Council.

The City is an equal opportunity employer. The successful Proposer must be in compliance with the provisions of Section 312 of the New York Executive Law which requires New York State Contractors to ensure equal employment opportunity to all persons without regard to race, color, religion, sex, national origin, age, disability or marital status, and to promote full realization of equal opportunity through a positive and continuing program.

1. Introduction and Background The City of Cortland (the “City”) is soliciting proposals from qualified and experienced professional architectural and engineering (A/E) firms to provide comprehensive design, engineering, bidding, and construction-phase services for improvements at Yaman Park, funded through the New York State Water Infrastructure Improvement Act – Swimming Facilities Program (NY SWIMS).

Yaman Park is a major recreational asset for the community, featuring beach and waterfront amenities that serve residents of all ages and abilities. The scope of services is intended to address deteriorating conditions in the bath house, improve water access and safety, enhance accessibility, and ensure continued compliance with New York State Department of Health (NYSDOH) and NY SWIMS program requirements. The project will extend the useful life of the facility and support safe, equitable access to natural swimming opportunities.

Yaman Park, a public park owned and maintained by the City of Cortland and is centrally located in Cortland County. The park sits along the Tioughnioga River and serves as a key community recreation hub, easily accessible from surrounding neighborhoods, schools, and major roadways such as Route 13 and Interstate 81. Yaman Park contains a playground, skate park, 3 pavilions, 11 cabanas, and a 4.5 acre man-made swimming area with a beach.

2. Project Goals and Objectives The City of Cortland proposes a full renovation of the seasonal use outdoor swimming facilities at Yaman Park, originally constructed more than 70 years ago. The goal is to transform an aging and inaccessible site into a safe, inclusive, and modern waterfront recreation area. The swimming facility is a 4.5 acre man-made pond/lake with all the amenities that typically accommodate a public swimming facility of this type, including a bathhouse with restrooms and showers, lifeguard area, pavilions, and a beach.

The project includes the demolition of the deteriorated, inaccessible bathhouse, restrooms, and three pavilions, and reconstruction of each that are fully ADA accessible. The installation of an accessible ramp to the beach and Mobi-Mat will ensure that members of the community, regardless of age or ability, can safely enjoy swimming, recreation, and social opportunities.

The primary goals of the Yaman Park NY SWIMS project include:

· Enhancing public safety and user experience at the beach and swimming facilities

· Improving ADA accessibility to ensure equitable access for all users

· Modernizing aging infrastructure in compliance with current codes and NYS standards

· Supporting long-term durability, maintainability, and operational efficiency

· Meeting all NY SWIMS, DASNY, and NYS funding, reporting, and procurement requirements

3. Scope of Services The selected firm will be expected to provide full professional services, including but not limited to the following phases. Proposers may recommend refinements to the scope based on their professional judgment.

A. Project Initiation and Existing Conditions Analysis

· Review NY SWIMS grant award documents, project budget, and program requirements

· Coordinate with City staff and relevant agencies (DASNY, NYSDOH, NYS Parks, etc.)

· Conduct site visits and assess existing conditions including hazardous materials surveys

· Identify code, permitting, environmental, and regulatory requirements B. Design and Engineering Services

· Prepare conceptual and schematic designs

· Advance designs through design development and final construction documents

· Provide architectural, civil, structural, mechanical, electrical, plumbing, and accessibility design services, as applicable

· Incorporate ADA-compliant features such as accessible paths, mobi-mats, and support facilities

· Ensure compliance with NYS Uniform Fire Prevention and Building Code and all applicable standards

· Develop detailed cost estimates at key milestones C. Permitting and Agency Coordination

· Prepare and submit materials required for permits and agency approvals

· Coordinate with NYS and local regulatory agencies as needed

· Assist the City in responding to agency comments D. Bidding and Procurement Support

· Prepare bid-ready plans and specifications

· Assist with bid advertisement, contractor questions, and addenda

· Participate in pre-bid meetings

· Review bids and provide recommendations for award E. Construction Administration and Observation

· Provide construction-phase services in accordance with NY SWIMS and DASNY requirements

· Review shop drawings and submittals

· Conduct site visits and progress meetings

· Review payment applications and change orders

· Assist with substantial and final completion documentation

4. Project Schedule The City anticipates the project will follow the NY SWIMS grant schedule and DASNY requirements. Proposers should include a preliminary project schedule outlining key milestones, including design, bidding, and construction phases.

5. Proposal Submission Requirements Proposals should be concise yet sufficiently detailed and must include the following:

Cover Letter – Signed by an authorized representative Firm Qualifications and Experience – Including experience with similar waterfront, swimming facility, or NYS-funded projects Project Team – Identification of key personnel and their roles Relevant Project Experience – Examples of comparable projects, preferably NY SWIMS or DASNY-funded Proposed Approach and Methodology – Including understanding of project goals and regulatory requirements Preliminary Project Schedule Cost Proposal – Fee structure and estimated costs by project phase MWBE / SDVOB Participation – Description of proposed participation or good faith efforts References – At least three (3) professional references

6. Evaluation Criteria Proposals will be evaluated based on the following criteria:

Demonstrated experience with similar projects Qualifications of the firm and project team Understanding of NY SWIMS and NYS grant requirements Quality and feasibility of the proposed approach Cost effectiveness and value MWBE and SDVOB participation The City reserves the right to conduct interviews with selected firms.

7. Procurement and Contract Terms The selected firm will be required to enter into a professional services agreement acceptable to the City of Cortland, DASNY, and New York State.

All services and deliverables must comply with the requirements of the NY SWIMS Grant Program, the Dormitory Authority of the State of New York (DASNY), and all applicable federal, state, and local laws, rules, and regulations.

Specific mandatory provisions include, but are not limited to, the following:

A. DASNY and NY SWIMS Compliance The consultant must comply with all DASNY procedures, forms, reporting, and approval processes All design, bidding, and construction documents are subject to DASNY review and approval The consultant shall coordinate directly with DASNY staff as required throughout the project lifecycle The consultant must adhere to NY SWIMS grant schedules, funding conditions, and reimbursement requirements B. Procurement and Contracting Requirements This procurement is subject to New York State procurement guidelines applicable to grant-funded professional services Any sub consultants must be disclosed in the proposal and approved by the City and DASNY The City reserves the right to negotiate scope and fees prior to contract execution C. MWBE and SDVOB Requirements The project is subject to New York State Minority and Women-Owned Business Enterprise (MWBE) and Service-Disabled Veteran-Owned Business (SDVOB) participation goals, as established by DASNY and/or the grant agreement The selected firm will be required to submit all required utilization plans, good faith effort documentation, and periodic compliance reports Failure to meet participation goals without documented good faith efforts may be grounds for rejection or termination D. Equal Employment Opportunity (EEO) The consultant shall comply with all applicable federal and New York State Equal Employment Opportunity requirements The consultant shall not discriminate based on race, color, creed, religion, sex, national origin, age, disability, sexual orientation, gender identity, or veteran status E. Insurance Requirements The Contractor shall name the City of Cortland as an unrestricted additional insured and shall indemnify and save harmless the City of and from any and all claims, actions, damages, and charges of every name and nature whatsoever arising from the negligence or want of care of the Contractor, his agents or employees in the execution of the work contemplated before commencing operations. The Contractor shall secure comprehensive automobile liability coverage for all vehicles. Said policy shall protect both injury and property damage in at least the sum of $1,000,000.00 single limit. Such coverage shall remain in effect until all of the work covered under the project contract is completed.

The selected firm shall maintain insurance coverage meeting City and DASNY minimum requirements, including but not limited to:

General Liability:

1) Comprehensive Form

2) Premises/Operations

3) Underground Explosions & Collapse Hazard

4) Products/Completed Operations

5) Contractual

6) Independent Contractors

7) Broad Form Property Damage

8) Personal Injury

9) Other-Pollution Liability Liability Limits for the General Liability Insurance Listed Above

1) Bodily Injury: $3,000,000 Each Occurrence $3,000,000 Aggregate

2) Property Damage: $3,000,000 Each Occurrence $3,000,000 Aggregate

3) BI and PD Combined: $3,000,000 Each Occurrence $3,000,000 Aggregate Personal Injury: $3,000,000 Aggregate

F. Records, Audits, and Reporting The consultant shall maintain complete and accurate project records in accordance with DASNY and NY SWIMS requirements All records shall be subject to audit by the City, DASNY, and New York State The consultant shall assist the City with grant reporting, documentation, and reimbursement requests as required G. Termination and Remedies The City reserves the right to terminate the agreement for convenience or cause in accordance with the professional services contract and DASNY requirements

8. Submission Instructions Proposals must be received by the City no later than: Monday, August 3, 2026 Proposals shall be submitted to: Cortland Youth Bureau, 35 Port Watson Street, Cortland, NY 13045 Questions regarding this RFP must be submitted in writing by: Tuesday, July 21, 2026

9. Additional Information This RFP is issued in accordance with applicable New York State and City of Cortland procurement policies. The City encourages participation by qualified MWBE and SDVOB firms.

EXHIBIT A – ACKNOWLEDGEMENT AND AGREEMENT TO COMPLY WITH STANDARD

CLAUSES FOR NEW YORK STATE CONTRACTS (APPENDIX A)

I hereby acknowledge that I have read, understand and agree to comply with the terms as outlined in Appendix A – Standard Clauses for New York State Contracts. Failure to comply may result in immediate termination of this agreement with potential legal recourse by the County.

Signed:

Date:

Title:

CITY OF CORTLAND

OFFICE OF THE CITY CLERK

REQUEST FOR PROPOSALS

EXHIBIT B – DRUG FREE WORKPLACE

Whenever two or more Bids which are equal with respect to price, quality and service are received by the State or by any political subdivisions for the procurement of commodities or contractual services, a Bid received from a business that certifies that it has implemented a drug-free workplace program shall be given preference in the award process. Established procedures for processing the Bids will be followed if none of the tied vendors have a drug free workplace program. In order to have a drug-free workplace program, a business shall:

1) Publish a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition.

2) Inform employees about the dangers of drug abuse in the workplace, the business’ policy of maintaining a drug free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations.

3) Give each employee engaged in providing the commodities or contractual services that are under Bid a copy of the statement specified in Subsection (1).

4) In the statement specified in Subsection (1), notify employees, that, as a condition of working of the commodities or contractual services that are under bid, the employee will abide by the terms of the statement and will notify the employee of any conviction of, or plea of guilty or nolo contendere to, any violation of any controlled substance law in the United States or any state or Cortland County, for a violation occurring in the workplace no later than five (5) days after such conviction.

5) Impose a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program, if such is available in the employee’s community, by any employee who is so convicted.

6) Make a good faith effort to continue to maintain a drug free workplace through implementation of this section.

As the person authorized to sign the statement, I certify that this firm complies with the above requirements.

EXHIBIT C - NON COLLUSIVE BIDDING CERTIFICATE REQUIRED BY

SECTION 139-D OF THE STATE FINANCE LAW

Section 139D, Statement of Non-Collusion in bids to the State:

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 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 other 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 completion.

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 foregoing 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 me under penalty of perjury under the laws of the State of New York, this ______________ day of _________________, 20_____ as the act and deed of said corporation of partnership or sole proprietor.

If Bidders are a Partnership, complete the Following:

If Bidders are a corporation, complete the following:

President Vice President Secretary Treasurer

Identifying Data:

Potential Contractor: ______________________________________________________ Address: _______________________________________________________________ Telephone #: _______________________________ Title: ____________________ E-Mail Address: _________________________________________________________

If applicable, Responsible Corporate Officer Name: ____________________________________ Title: _____________________

Signature: _________________________________

Joint or combined bids by companies or firms must be certified by each participant.

EXHIBIT D - CONFLICT OF INTEREST DISCLOSURE

Conflict of Interest Disclosure Form Note: A potential or actual conflict of interest exists when commitments and obligations are likely to be compromised by the nominator(s)’other material interests, or relationships (especially economic), particularly if those interests or commitments are not disclosed.

This Conflict of Interest Form should indicate whether the nominator(s) has an economic interest in, or acts as an officer or a director of, any outside entity whose financial interests would reasonably appear to be affected by the contract. The nominator(s) should also disclose any personal, business, or volunteer affiliations that may give rise to a real or apparent conflict of interest. Relevant Federally and organizationally established regulations and guidelines in financial conflicts must be abided by. Individuals with a conflict of interest should refrain from bidding and/or contracting.

Date:

Name:

Position:

Please describe below any relationships, transactions, positions you hold (volunteer or otherwise), or circumstances that you believe could contribute to a conflict of interest:

1. _______________________________________________________________

2. _______________________________________________________________

3. _______________________________________________________________

I hereby certify that the information set forth above is true and complete to the best of my knowledge.

Signature: ______________________________________________ Company: _______________________________________________

Date:

EXHIBIT E -PRIVACY AND SECURITY (HIPAA)

The purpose of this clause is to set forth the requirements for privacy and security of protected health informon (“PHI”) mandated by 45 CFR Part 164 as they apply to the services provided by CONTRACTOR on behalf of CITY.

(A) CONTRACTOR understands the importance of the privacy of a patient’s PHI, and agrees to protect that right to the extent necessary under this Agreement and under current federal, state, and local regulations and laws. All PHI will be handled in a private and/or confidential manner. For purposes of this Agreement, PHI is any data or other information as defined by the Department of Health and Human Services in the Code of Federal Regulations, 45 CFR §164.501.

(B) Further, CONTRACTOR understands that CITY’S patients are intended third-party beneficiaries of this Agreement, and have all the rights and privileges of any third-party beneficiary under current law.

(C) Uses and disclosures of PHI that are permitted are those necessary in order for CONTRACTOR to:

1. Properly manage and administer its functions.

2. Meet its legal responsibilities.

3. Provide data aggregation services relating to the health care operations of the CITY.

4. Make those disclosures required by law such as in situations of abuse, neglect, or domestic violence. The uses and disclosures permitted are limited to the PHI necessary to meet the requirements of the law that compels the use or disclosure.

5. Make disclosures in response to a judicial or administrative proceeding through a lawful process such as a subpoena or discovery request.

(D) The uses and disclosures of PHI that are required are those disclosures necessary:

1. For patients to review their PHI.

2. To provide an accounting of disclosures in accordance with 45 CFR §164.528.

3. To allow the Secretary of Health and Human Services to determine CITY’S compliance with 45 CFR §164.504.

(E) CONTRACTOR shall make the following assurances to CITY:

1. CONTRACTOR agrees that it shall not use or disclose any patient’s PHI for any purpose not expressly stated in this Agreement. Further, CONTRACTOR shall not use or disclose PHI in any manner or context prohibited by the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and subsequent federal, state, and local regulations. If CONTRACTOR does use or disclose PHI for a purpose not expressly stated in this Agreement, it shall immediately cease the unauthorized use or disclosure, and shall notify CITY in writing of such use or disclosure. CONTRACTOR agrees to mitigate, to the extent practicable, any harmful effect known to it of a use or disclosure of PHI not allowed under this Agreement.

2. CONTRACTOR further agrees that any sub-contractors or other persons or entities not directly employed by CONTRACTOR who use or disclose PHI obtained from CITY, shall abide by terms of this clause of this Agreement. Any sub-contractor or other person or entity not directly employed by CONTRACTOR that has used or disclosed PHI without proper authorization (as defined in HIPAA and subsequent federal, state, and local regulations) shall be considered to have acted as an agent of CONTRACTOR, and have violated the terms of this Agreement. CITY may consider this use or disclosure a material breach of this Agreement.

3. By signing this Agreement, CONTRACTOR is assuring CITY it has met the minimum safeguards necessary to protect unauthorized use or disclosure of PHI to any person or entity not party to this Agreement. Such safeguards shall include the security safeguards outlined by the 1996 Health Insurance Portability and Accountability Act and subsequent federal regulation, including: physical access to PHI, technical access to PHI, and administrative policies and procedures addressing security of PHI.

4. Provider shall report to CITY any instance or circumstance in which PHI has been used or disclosed by an unauthorized person or entity, including accidental disclosure by CONTRACTOR. CONTRACTOR shall notify CITY in writing of any steps or procedural changes made to address the unauthorized use or disclosure.

5. Should CITY find PHI used or disclosed to CONTRACTOR to be inaccurate or incomplete, CONTRACTOR shall incorporate any amendments or corrections to the PHI at CITY’s request.

6. CONTRACTOR will make PHI available to the individual who is the subject of the PHI for amendment. Such requests by the individual for their PHI from CONTRACTOR will be made through County. CONTRACTOR will incorporate any amendments to PHI that have been made by CITY by virtue of the individual’s request for amendment.

7. CONTRACTOR will provide a timely accounting to the individual or to CITY, if requested by either, of the disclosures of an individual’s PHI.

8. Should CONTRACTOR make any material alterations to the PHI while the PHI is in its possession, CONTRACTOR shall notify CITY of such alterations so that CITY may inform the patient who is the subject of the PHI.

9. At the termination of this Agreement, CONTRACTOR shall return or destroy to the satisfaction of CITY any PHI held or maintained by CONTRACTOR and retain no copies of such information. If CITY and CONTRACTOR mutually agree that returning or destroying the PHI is not feasible or permitted under law, the PHI will remain protected after this agreement ends for as long as CONTRACTOR maintains the information. Further uses or disclosures of the PHI will be limited to those purposes that make the return or destruction infeasible.

(F) If CITY determines CONTRACTOR has violated any of the above assurances, covenants or terms, the CONTRACTOR has committed a material breach of this Agreement. CITY may then provide CONTRACTOR with an opportunity to cure the breach or may terminate this Agreement and may report the violations to the Department of Health and Human Services (“HHS”) or other federal or state entity for possible prosecution or sanctions.

(G) Both parties to this agreement agree that they will protect the integrity and confidentiality of any PHI being shared electronically.

(H) CONTRACTOR hereby gives CITY and the Department of Health and Human Services (or an agent acting on behalf of HHS) the express right to inspect any and all internal practices, books, and records relating to the use or disclosure of PHI by CONTRACTOR. If HHS suspects an unauthorized use or disclosure of PHI by CONTRACTOR, HHS is authorized to pursue an investigation into CONTRACTOR’s activities for the purposes of determining whether an unauthorized use or disclosure of PHI has taken place.

(I) CONTRACTOR may have policies and procedures relating to privacy and security in place prior to the commencement of this Agreement. If, after reasonable investigation, CITY concludes CONTRACTOR’s policies and procedures to be “adequate” protection of a patient’s privacy rights relating to PHI, CONTRATOR may elect to continue to use its own policies and procedures. The term “adequate” in this clause means CONTRACTOR’s policies and procedures meet the minimum privacy and security standards as set forth in CITY’S privacy and security policies and procedures.

(J) CITY, through the appropriate Department will:

1. Provide CONTRACTOR with its Privacy Notice;

2. Provide CONTRACTOR with any changes in, or revocation of, permission by a patient to use or disclose PHI, if such changes affect CONTRACTOR’s permitted or required uses or disclosures; and

3. Notify CONTRACTOR of any restriction to the use or disclosure of PHI to which the CITY has agreed.

(K) Implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of the electronic protected health information (ePHI) that it creates, receives, maintains, or transmits on behalf of the CITY.

(L) Ensure that any agent, including a subcontractor, to whom CONTRACTOR provides ePHI agrees to implement reasonable and appropriate safeguards to protect this information.

(M) Report to Security Officer of the CITY any security incidents of which it becomes aware. (A security incident is defined as the attempted or successful unauthorized access, use, disclosure, modification, or destruction of information or interference with system operations in an information system.)

EXHIBIT F – TREE FALL DIGGING HAZARDS REFERENCE

These are trees that have been found to have poor survival rates when dug for transplanting in the Fall. When possible, secure Spring dug material or container-grown trees.

Acer rubrum and cultivars Red Maple Betula species Birch Carpinus species Hornbeam Celtis species Hackberry Cercidiphyllum species Katsura Cercis species Redbud Cornus florida and cultivars Flowering Dogwood Cornus kousa and cultivars Kousa Dogwood Crategus species Hawthorn Fagus species Beech Gleditsia species Honeylocust Halesia species Silverbell Koelreuteria paniculata Goldenraintree Liquidambar species Sweetgum Liriodenron species Tuliptree Magnola species Magnolia Malus in leaf Crabapple Nyssa sylvatica Blackgum Ostrya species Ironwood Platanus species Sycamore Prunus species Cherry, Plum Pyrus species Pear, Should not plant these anyway Quercus species Oak, except Pin oak Salix species Willow Sorbus species Mountainash Stone Fruit – Plum, Almond, Apricot, Cherry, Peach Tilia tomentosa and cultivars Silver Linden Ulmus species Elm Zelkova species Japanese Zelkova

STANDARD CLAUSES FOR NEW YORK STATE CONTRACTS

TABLE OF CONTENTS

STANDARD CLAUSES FOR NYS CONTRACTS

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" 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 State’s previous written consent, and attempts to do so are null and void. Notwithstanding the foregoing, such prior written consent of an assignment of a contract let pursuant to Article XI of the State Finance Law may be waived at the discretion of the contracting agency and with the concurrence of the State Comptroller where the original contract was subject to the State Comptroller’s approval, where the assignment is due to a reorganization, merger or consolidation of the Contractor’s business entity or enterprise. The State retains its right to approve an assignment and to require that any Contractor demonstrates its responsibility to do business with the State. The Contractor may, however, assign it’s right to receive payments 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 $50,000 (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 $85,000 (State Finance Law Section 163.6-a). However, such pre-approval shall not be required for any contract established as a centralized contract through the Office of General Services or for a purchase order or other transaction issued under such centralized contract.

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 non-discrimination provisions, the Contractor will not discriminate against any employee or applicant for employment because of race, creed, color, sex (including gender identity or expression), national origin, sexual orientation, military status, age, disability, predisposing genetic characteristics, marital status or domestic violence victim 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. 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 by the State of any State approved sums due and owing for work done upon the project.

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).

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. 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) Identification Number(s). Every invoice or New York State Claim for Payment submitted to a New York State agency by a payee, for payment for the sale of goods or services or for transactions (e.g., leases, easements, licenses, etc.) related to real or personal property must include the payee's identification number. The number is any or all of the following: (i) the payee’s Federal employer identification number, (ii) the payee’s Federal social security number, and/or (iii) the payee’s Vendor Identification Number assigned by the Statewide Financial System. Failure to include such number or numbers may delay payment. Where the payee does not have such number or numbers, the payee, on its invoice or Claim for Payment, 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 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 the Statewide Financial System by the Vendor Management Unit within the Bureau of State Expenditures, Office of the State Comptroller, 110 State Street, Albany, New York 12236.

12. EQUAL EMPLOYMENT OPPORTUNITIES FOR MINORITIES AND WOMEN. In accordance with Section 312 of the Executive Law and 5 NYCRR 143, 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 $100,000.00 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 $100,000.00 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 the following shall apply and by signing this agreement the Contractor certifies and affirms that it is Contractor’s equal employment opportunity policy that:

(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, shall make and document its conscientious and active efforts to employ and utilize minority group members and women in its work force on State contracts 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 $25,000.00 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. 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 or conflict. Contractor will comply with all duly promulgated and lawful rules and regulations of the Department of Economic Development’s Division of Minority and Women's Business Development pertaining hereto.

13. 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 Appendix A, the terms of this Appendix A shall control.

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

15. LATE PAYMENT. Timeliness of payment and any interest to be paid to Contractor for late payment shall be governed by Article 11-A of the State Finance Law to the extent required by law.

16. NO ARBITRATION. Disputes involving this contract, including the breach or alleged breach thereof, may not be submitted to binding arbitration (except where statutorily authorized), but must, instead, be heard in a court of competent jurisdiction of the State of New York.

17. 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 the State's receipt of the return thereof by the United States Postal Service as refused or undeliverable. Contractor must promptly notify the State, in writing, of each and every change of address to which service of process can be made. Service by the State to the last known address shall be sufficient.