RFPSewerAuthorityFinancialStatementsPrep.pdf

Nassau County Office of the Treasurer

Bruce A. Blakeman - County Executive David Chiang – County Treasurer

REQUEST FOR PROPOSALS

Accounting and Financial Statement Preparation Services for the Nassau County Sewer and Storm Water Finance Authority

RFP # TR0804-2689

Issue Date: August 3, 2026

Nassau County Long Island, New York

TABLE OF CONTENTS

This RFP contains the following sections:

A. Introduction

B. Anticipated Proposal Schedule

C. Scope of Services

D. Contract Term

E. Mandatory Proposal Response Requirements

F. Proposal Submission Instructions

G. Proposal Evaluation Criteria

H. General Information

I. General Conditions for Proposers

J. Additional Demonstrative Materials

K.

L.

M.

N.

Award of Contract

Protest Policy

Procurement Lobbying Law

Participation by Minority Group Members and Women in Nassau County Contracts

Appendices:

Appendix A – Cost Proposal

Appendix B – Program Description and Staffing

Appendix C – Offerer’s Affirmation of Understanding of and Agreement pursuant to State Finance Law §139-j(3) and §139-j(6)(b)

Appendix E – Standard Clauses for Nassau County Contracts

Appendix EE – Equal Employment Opportunities for Minorities and Women

Appendix L – Living Wage Law Certificate of Compliance

A. Introduction

Nassau County, New York (the “County”) is currently seeking proposals from qualified individuals and entities authorized to do business in the State of New York to provide accounting and financial statement preparation services for the Nassau County Sewer and Storm Water Finance Authority (the “Authority”).

Nassau County is committed to a policy of equal opportunity and does not discriminate against vendors on the basis of age, sex, sexual orientation, race, color, creed, religion, ethnicity, national origin, disability, marital status, familial status, veteran status, or any other basis protected under federal, state, and local laws, regulations, and ordinances.

B. Anticipated Proposal Schedule

RFP Issue Date August 3, 2026

Receive Questions From Proposers August 14, 2026

Provide Response to Pre-Proposal Questions August 19, 2026

Proposal Due Date September 1, 2026

Finalist Presentations, if necessary Week of September 7, 2026

Award Date September 14, 2026

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

THE PROPOSER SHOULD PROVIDE A PROPOSAL IN APPENDIX B, WHICH MEETS THE SCOPE OF

SERVICES REQUIREMENTS SET FORTH BELOW. THE COUNTY WILL REVIEW SINGLE OR

MULTIPLE PROPOSALS FROM AN INDIVIDUAL OR ENTITY.

C. Scope of Services

The Scope of Services (“Scope”) outlined below has been established for the purpose of achieving and implementing program goals and objectives described in this Request for Proposals (“RFP”). Although the Scope is intended to serve as a reference in the preparation of proposals, forthcoming proposals may offer additional services which support the goals of this RFP.

Services shall include:

• Reviewing all documentation pertaining to the preparation of financial statements of the Authority for periods ending 12/31/26, 12/31/27 and 12/31/28 in accordance with accounting principles generally accepted (“US GAAP”) and with auditing standards generally accepted in the United States of America (“GAAS”) and the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States.

• Preparation of the financial statements of the Authority, including the statement of net position and the governmental funds balance sheet and the related statements of activities and statement of revenues, expenditures, and changes in fund balances for periods ending 12/31/26, 12/31/27 and 12/31/28, and the related management’s discussion and analysis and notes to the financial statements.

• Meeting with and providing guidance to County representatives and the Authority’s board.

• Working with and responding to requests from the Authority’s auditors.

• Assisting with the preparation and filing with the Public Authorities Reporting Information System (“PARIS”) of each of the Authority’s budgets.

• Assisting in the preparation and filing of the financial statements and related materials with PARIS, including each annual report.

D. Contract Term

It is the intent to award a contract for a three (3) year period with the option to renew for an additional two

(2) 1-year periods, for a possible total term of five (5) years, subject to the County’s right of early termination as provided in the contract. The decision to renew the contract(s) will be at the sole discretion of the County.

E. Mandatory Proposal Response Requirements

All proposals must state the period for which the proposal shall remain in effect (i.e., how much time does the County have to accept or reject the proposal under the terms proposed). Such period shall not be less than one hundred eighty (180) days from the proposal date.

All Proposals must contain the following:

1. Cost Proposal as described in Appendix A.

2. Proposed approach to the Scope of Services as described in Appendix B containing the proposer’s Proposal.

3. On or before the RFP Proposal Due Date, the proposer is required to submit the following disclosure forms (the “Disclosure Forms”), which should be submitted in the Nassau County Vendor Portal at:

https://apex5.nassaucountyny.gov/ords/f?p=312

a. A duly completed and verified Business History Form, together with a current certified or verified financial statement and/or other commercially reliable written evidence of the proposer’s credit, financial standing, and capacity to perform in accordance with the terms of the Contract.

b. All officers, and any individuals who hold a ten percent (10%) or greater ownership interest in the proposer shall complete and verify the Principal Questionnaire Form.

c. The County of Nassau Consultant’s, Contractor’s and Vendor’s Disclosure Form.

d. Additionally, if the proposer utilizes the services of any individual or organization for the purposes of conducting lobbying activities and is awarded the Contract, the successful proposer will be required to provide a copy of the Lobbyist Registration and Disclosure Form, completed and verified by that individual/organization.

PLEASE NOTE:

• If a proposer has previously submitted the Disclosure Forms in the Nassau County Vendor Portal, the proposer must ensure that the forms on file in the Portal are current, accurate, and have been recertified within three (3) months prior to the RFP https://apex5.nassaucountyny.gov/ords/f?p=312:

Proposal Due Date. The Proposer must also ensure that their response to question 7, and its subparts, on the Consultant’s, Contractor’s, and Vendor’s Disclosure Form is provided in relation to the specific solicitation under consideration.

4. Living Wage Law Certificate of Compliance, attached as Appendix L.

5. The Proposer’s Exceptions to the RFP Requirements, if any.

6. All submissions must be signed on the designated signature line by an officer or authorized agent of the proposing party.

7. Additional information that you believe pertinent to the County’s requirements.

8. Statement proposer has registered with the County as a vendor.

9. Completed Appendix C: Offerer’s Affirmation of Understanding of and Agreement pursuant to State Finance Law §139-j(3) and §139-j(6)(b)

F. Proposal Submission Instructions

Each proposal shall be prepared simply and economically avoiding the use of elaborate promotional materials beyond those sufficient to provide a complete, accurate, and reliable presentation. For ease of review, the proposals must follow the outline in the section of this RFP titled Mandatory Proposal Response Requirements. Each response should be clearly numbered, and the full question listed.

The proposals must be signed by an individual who is authorized to bind the proposer to all commitments made in the proposal. The original and five (5) copies of the proposal, together with all attachments, as well as an electronic version of the proposal and all attachments, must be submitted to the authorized contact person in a sealed opaque envelope no later than 4:00 p.m. EST on September 1, 2026. No telegraphic or facsimile proposals will be accepted. Any late proposals will be returned unopened.

Proposals received after the above date and time will not be considered. The County is under no obligation to return proposals.

It is each proposer’s responsibility to carefully review all the requirements of this RFP, including the Scope of Services, the specifications, and terms and conditions. It is further the proposer’s responsibility to ask questions, request clarifications, or otherwise advise the County if any language, specifications, or requirements of this RFP appear to be ambiguous, contradictory, or to inadvertently restrict or limit the vendors that could meet the requirements of this RFP to a single source.

If a proposer takes exception to any requirement of this RFP, the proposer must clearly set forth the exception in its proposal, referencing the affected RFP section, page, and paragraph. The proposer must set forth the reason(s) for the exception and indicate what (if any) alternative is being offered by the proposer. The County shall determine (in its sole discretion) the acceptability of any proposed exception(s). Where the County rejects a proposed exception, the County may offer the proposer an opportunity to withdraw its exception and propose an alternative. However, even where the County does not reject a proposed exception to the RFP prior to the issuance of a Notice of Intent to Award to a proposer, the County reserves the right to negotiate with the proposer regarding any such exceptions. Regardless of whether or not the County rejects proposed exceptions to the RFP, such exceptions will be considered by the County in evaluating the completeness and adequacy of the proposal. Proposers shall be deemed to have accepted all requirements of this RFP to which they have not specifically and clearly stated an exception in their proposal.

The County is under no obligation to respond to any question, inquiry or assertion that is not received in writing. Proposers will submit all proposals and direct all responses, questions, and any other communications to the following authorized contact person:

David Chiang County Treasurer Nassau County Treasurer’s Office 1 West Street, 1st Floor Mineola, NY 11501 dchiang@nassaucountyny.gov Telephone: (516) 571-5031

Written responses to each proposer’s questions will be made available to all prospective proposers via the County’s procurement website. No contact with any other County personnel other than the authorized contact person is allowed until such times as an award (or awards) has (have) been made. Violation of these provisions may result in immediate disqualification and may constitute a violation of the Procurement Lobbying Law (see section M below).

G. Proposal Evaluation Criteria

Proposal elements, as described above, will be reviewed and evaluated for completeness and responsiveness according to pre-determined standards and selection criteria. Proposals will be deemed responsive only if the proposer responds to and meets all of the requirements of this RFP.

Proposers may be invited for interviews to discuss project requirements and proposal elements in more detail should the selection committee (“Selection Committee”) request such. The County reserves the right to award all or any part of this project, and to waive any technical irregularities or omissions, or to cancel this RFP and solicit new proposals if, in the County’s sole judgment, the best interests of the County will be served. The Selection Committee will evaluate each proposal based on the following criteria:

Contract Requirements and Proposed Solution 20%

Overall responsiveness of the proposal; demonstration of a clear understanding of the requirements portion of the RFP; clear description of the scope of work needed to satisfy the defined RFP requirements; acceptability and efficacy of proposed analysis, management and implementation methods and procedures and supporting systems for ongoing project management and implementation support; description of recommendations and alternative approaches that the County might use to improve its management process, including rationale for the recommendations or alternative approaches.

Vendor Profile: Organization, Capacity, Staffing, Resumes 20%

Complete substantiation of the organizational structure and capacity to provide and support the services defined in Section C, Scope of Services; resumes of the proposed personnel (quality / demonstrated skills of proposed personnel); clear description of potential resource utilization methods and approach.

mailto:dchiang@nassaucountyny.gov

Related Experience 25%

Prior public sector experience, project management and implementation qualifications as well as related experiences of the proposer including references, organizational and technical capacity, and outcome/results of services provided to other similar clients of similar size; comprehensive description of why the proposer can perform the tasks defined in the RFP.

Cost of Overall Project 35%

Total cost to the County/Authority.

The County will consider any other relevant factors as the Selection Committee deems necessary and proper.

H. General Information

1. Incurring Cost. The County shall not be liable for any costs incurred in the preparation and production of a proposal in response to this RFP or for any work performed prior to the issuance of a contract.

2. Rejection of Proposals. This RFP does not commit the County to award a contract, or to procure, or to contract for services or supplies. Notwithstanding any other provisions of this RFP, the County reserves the right to award this contract to the proposer(s) that best meet the requirements of the RFP and not necessarily to the lowest cost proposer. The County reserves the right to accept or reject any or all proposals received as a result of this RFP; to negotiate with all qualified sources;

or to cancel in part or in its entirety this RFP if it is in the interests of the County to so do.

The County may require the selected proposer to participate in negotiations and to submit any price, technical, or other revisions, or their proposals as may result from negotiations.

3. Addenda to Request for Proposals. Amendments to this RFP may be necessary prior to the closing date and will be posted on the County’s website.

4. Contract Negotiations. The County intends to undertake contract negotiations with the proposer(s) selected by the Selection Committee, who shall be required to enter into a written contract with the County in a form approved by legal counsel for the County. The contract usually includes, without limitation, the standard clauses set forth in Appendix “E” attached hereto. This RFP and the proposal, or any part thereof, may be incorporated into and made a part of the contract. The contract may contain provisions not contained herein.

The County reserves the right to negotiate the terms and conditions of the contract with the selected proposer(s), if any. These negotiations could include all aspects of services and fees. Neither the selection of a proposer(s) nor the negotiation of the contract with such proposer(s) shall constitute the County’s acceptance of the proposal or a binding commitment on behalf of the County to enter into a contract with such proposer(s), as any binding arrangement must be set forth in the contract signed by both parties and is subject to all requisite approvals.

5. Additional Information. The County may award a contract based upon offers received without discussion of such offers with the proposers. Each offer, therefore, should be submitted in the most favorable terms that the proposers can offer the County from a price and technical standpoint.

However, the County reserves the right to request additional data or oral discussions or presentations in support of written proposals from any and all of the proposers. In addition, the

County reserves the right to make on-site visits to the proposer’s place of business to assess and/or evaluate proposer’s qualifications.

6. Disclosure of Proposal Contents. The County will withhold proposals submitted under this RFP from disclosure, unless otherwise required by law, including, but not limited to, the Freedom of Information Law (“FOIL”). Proposers shall indicate in their proposals any information they submit that they feel is exempted from disclosure under FOIL. In the event that the County determines that information is required by applicable law to be disclosed, the County will endeavor to notify the proposer in advance of such disclosure to enable the proposer to take such action as it deems appropriate. Copies of executed contracts are not exempt from FOIL.

7. Independent Price Determination: By submission of its offer, the proposers certify (and in the case of a joint offer, each party thereto certifies as to its own organization) that, in connection with procurement:

A. The prices in this offer have been arrived at independently, without consultation, communication, or agreement for the purpose of restricting competition, as to any matters relating to such prices with any other proposer or competitor; and

B. Unless otherwise required by law, the prices which have been quoted in this offer have not been knowingly disclosed by the proposers prior to award, directly or indirectly, to any other proposer or competitor; and

C. No attempt has been made or will be made by the proposer to induce any other person or firm to submit or not to submit an offer for the purpose of restricting competition; and

D. No elected or appointed official or employee of the County shall benefit financially or materially from this contract. The County may terminate this contract if gratuities were offered or given by the proposer or their agency to any such official or employee.

8. Ownership of Information: All materials submitted in response to this RFP will become the property of the County.

9. Examination of Records: In submitting a proposal, the successful proposer agrees that the County shall have access to and the right to examine directly all pertinent documents, papers, and records of the proposer and/or any sub-proposer as related to any contract and/or subcontract resulting from this RFP until six (6) years after final payment has been made pursuant to any contract awarded as a result of the County’s acceptance of proposal.

10. Subcontracting: The proposer will be responsible for the entire contract performance. The proposer must indicate in its proposal if it intends to use a sub-contractor for any part of the work.

If so, the proposer shall identify each sub-contractor by name, business address, and expertise, and must include the name(s) of the principal(s) of the subcontracting entity. A full description of the tasks to be performed by the sub-contractor must be included. The proposer will not be permitted to subcontract any part of the contract or any of the rights and obligations thereunder without the prior written approval of the County.

11. Negotiated Changes: In the event that negotiated changes occur after the awarding of the contract, the same pricing policies called for in the original contract will remain in effect.

12 Disclaimer: The County and its respective officers, directors, agents, members, and employees make no representation or warranty and assume no responsibility for the accuracy of the information set forth in this RFP. Further, the County does not warrant nor make any representations as to the quality, content, accuracy, or completeness of the information, text, graphics, links, or other facet of this RFP once it has been downloaded or printed from this or any server, and hereby disclaims any liability for technical errors or difficulties of any nature that may arise in connection with the Website on which this RFP is posted, or in connection with any other electronic medium utilized by respondents or potential respondents in connection with or otherwise related to the RFP.

13 M/WBE, SDVOB, and DBE Participation: The County encourages the participation of certified Service-Disabled Veteran-Owned Businesses (“SDVOB”), Minority or Women-Owned Business Enterprises (“M/WBE”), and Disadvantaged Business Enterprises (“DBE”) in the RFP process. A proposer that is certified by New York State or the County as a SDVOB, M/WBE, and/or DBE should include this information in their proposal. For more information regarding the County’s SDVOB, M/WBE, or DBE programs, please visit the Nassau County Office of Minority Affairs website.

I. General Conditions for Proposers

1. The proposers will be required to pay its employees a “living wage” in compliance with Nassau County Local Law No. 1-2006 (the “Living Wage Law”), if applicable, and also to pay the prevailing wage rate as published by the New York State Department of Labor, if applicable, and comply with all applicable New York State Labor Law.

2. Proposer is bound by and shall comply with the terms of Appendix EE to the Standard Clauses for Nassau County Contracts, attached hereto as Appendix E, which are attached hereto and hereby made a part hereof, if the proposers would be considered “county contractors”, as defined in those exhibits, if awarded this contract.

3. The contract shall provide that in the event of any material misrepresentation by the proposer contained in its proposal, the County shall have the right to immediately terminate the agreement.

It shall also provide that in the event the proposer or any of its principals are convicted of a felony during the term of the agreement, that the County shall also have the right to terminate the agreement.

J. Additional Demonstrative Materials

Parties are encouraged to provide as much additional material and detail as possible to completely describe and demonstrate the proposal.

K. Award of Contract

The County shall select a firm by means of a Notice of Award. Neither the selection of a firm nor the issuance of a Notice of Award shall constitute the County’s acceptance of the proposal or a binding commitment on behalf of the County to enter into a contract with the firm, as any binding arrangement must be set forth in definitive documentation signed by both parties and shall be subject to all requisite approvals.

L. Protest Policy

As indicated in Section F, all questions or concerns regarding this RFP must be directed to the designated contact person. If a proposer believes that a concern has not been satisfactorily addressed, it may request a copy of the Vendor Protest Procedure from the designated contact person.

M. Procurement Lobbying Law

Pursuant to State Finance Law §§139-j and 139-k, this Request for Proposals includes and imposes certain restrictions on communications between a Governmental Entity and an Offerer/bidder during the procurement process. An Offerer is restricted from making contacts from the earliest posting, on a Governmental Entity’s website, in a newspaper of general circulation, or in the procurement opportunities newsletter in accordance with article four-C of the economic development law of written notice, advertisement, or solicitation of a request for proposal, invitation for bids, or solicitation of proposals, or any other method provided for by law or regulation for soliciting a response from Offerers intending to result in a Procurement Contract with a Governmental Entity through final award and approval of the Procurement Contract by the Governmental Entity and, if applicable, the Office of the State Comptroller (“Restricted Period”) to other than the Designated Contacts for the Governmental Procurement unless it is a Contact that is included among certain statutory exceptions set forth in State Finance Law §139-j(3)(a). The designated contact person for this Governmental Procurement, as of the date hereof, is identified in Section F of this solicitation. County employees also are required to obtain certain information when Contacted during the Restricted Period and make a determination of the responsibility of the Offerer pursuant to these two statutes. Certain findings of non-responsibility can result in rejection for contract award and in the event of two findings within a 4-year period, the Offerer is debarred from obtaining governmental Procurement Contracts. Further information about these requirements can be found on the County’s website. As indicated in Section F, all questions or concerns regarding this RFP must be directed to the designated contact person.

N. Participation by Minority Group Members and Women in Nassau County Contracts

In an effort to increase the utilization of minority, woman, veteran and Service-Disabled Veteran Owned Business (“SDVOB”) the County is implementing an overall target of 15% MWBE and 2% SDVOB participation in locally funded procurements. Each vendor and/or subcontractor agrees to cooperate and make its best efforts to assist the procuring Department and OMA in achieving this goal. Such best efforts may include, but are not limited to, providing upon request to OMA, information related to Contractor’s utilization of SDVOB and MWBE. The County may utilize such information in determining the ability of the contractor to receive future awards.

APPENDIX A

COST PROPOSAL

Based on the required Scope of Services, please provide the total fees for each of the periods ending December 31, 2026, December 31, 2027, and December 31, 2028. Also include the total fees for the periods ending December 31, 2029 and December 31, 2030, assuming the County exercises its two one-year options. Please show the total hours, and hourly billing rate, by title, for each period.

The undersigned hereby certifies their compliance with the following:

“NON-COLLUSIVE PROPOSAL CERTIFICATION”

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

A. The prices of this Proposal have been arrived at independently without collusion, consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such prices with any other proposer or with any competitor; and

B. Unless otherwise required by law, the prices which have been quoted in this Proposal have not been knowingly disclosed by the proposer and will not knowingly be disclosed by the proposer prior to opening, directly or indirectly, to any other proposer or to any competitor; and

C. No attempt has been made or will be made by the proposer to induce any other person, partnership or corporation to submit or not to submit a Proposal for the purpose of restricting competition.

D. The undersigned has carefully examined the Proposal and Contract Documents and agrees to perform this contract and to provide all services, labor, material, and equipment necessary for this contract.

SUBMITTED BY:

(Signature)

PRINT NAME: DATE:

APPENDIX B

PROGRAM DESCRIPTION AND STAFFING

Please provide a complete Proposal, including the following information:

a. Staffing Requirements. All Vendors responding to this RFP shall provide the following staffing requirements:

1. Vendor shall provide resumes for all key management employees and principals as well as all employees expected to be assigned to this project.

b. Technical Requirements. All vendors responding to this RFP shall provide the following in their proposal:

1. An executive summary highlighting Scope of Services that the proposer will perform.

2. Describe methods that will be utilized to provide the Scope of Services.

3. Extent of experience providing services to municipal clients of similar size and scope, such as counties, villages, and towns.

c. Vendor References. All Proposers shall provide a list of their client references. At least one reference should be a government client of similar size and scope to the County’s requirements. Each reference shall include the following information:

1. Length of current client / vendor relationship

2. List of services provided

3. Client contact information (Names, telephone numbers, and addresses)

d. Cover Letter. Detailed cover letter on the firm’s letterhead indicating EIN number and the name of the parties authorized to discuss and/or enter into negotiations with Nassau County with respect to this proposal.

(USE ADDITIONAL SHEETS IF NECESSARY)

APPROVED AND SUBMITTED BY:

(Signature)

PRINT NAME: DATE:

Appendix C: Offerer’s Affirmation of Understanding of and

Agreement pursuant to State Finance Law §139-j(3) and §139-j(6)(b)

Offerer Certification:

Offerer affirms that it understands and agrees to comply with the procedures of the Government

Entity relative to permissible Contacts as required by State Finance Law §139-j(3) and

§139-j(6)(b).

Date: ___________________________________

Signature: _______________________________________________________________________

Name: ___________________________________________________________________________

Title: ____________________________________________________________________________

Contractor Name: _________________________________________________________________

Contractor Address: _______________________________________________________________

APPENDIX E

STANDARD CLAUSES FOR NASSAU COUNTY CONTRACTS

1. Independent Contractor. The Contractor is an independent contractor of the County. The Contractor shall not, nor shall any officer, director, employee, servant, agent or independent contractor of the Contractor (a “Contractor Agent”), be (i) deemed a County employee, (ii) commit the County to any obligation, or (iii) hold itself, himself, or herself out as a County employee or Person with the authority to commit the County to any obligation. As used in this Agreement the word “Person” means any individual person, entity (including partnerships, corporations and limited liability companies), and government or political subdivision thereof (including agencies, bureaus, offices and departments thereof).

2. No Arrears or Default. The Contractor is not in arrears to the County upon any debt or contract and it is not in default as surety, contractor, or otherwise upon any obligation to the County, including any obligation to pay taxes to, or perform services for or on behalf of, the County.

3. Compliance with Law. (a) Generally. The Contractor shall comply with any and all applicable Federal, State and local Laws, including, but not limited to those relating to conflicts of interest, human rights, a living wage, disclosure of information and vendor registration in connection with its performance under this Agreement. In furtherance of the foregoing, the Contractor is bound by and shall comply with the terms of Appendix EE attached hereto and with the County’s registration protocol. As used in this Agreement the word “Law” includes any and all statutes, local laws, ordinances, rules, regulations, applicable orders, and/or decrees, as the same may be amended from time to time, enacted, or adopted.

(b) Nassau County Living Wage Law. Pursuant to LL 1-2006, as amended, and to the extent that a waiver has not been obtained in accordance with such law or any rules of the County Executive, the Contractor agrees as follows:

(i) Contractor shall comply with the applicable requirements of the Living Wage Law, as amended;

(ii) Failure to comply with the Living Wage Law, as amended, may constitute a material breach of this Agreement, such breach being determined solely by the County. Contractor has the right to cure such breach within thirty days of receipt of notice of breach from the County. In the event that such breach is not timely cured, the County may terminate this Agreement as well as exercise any other rights available to the County under applicable law.

(iii) It shall be a continuing obligation of the Contractor to inform the County of any material changes in the content of its certification of compliance, attached to this Agreement as Appendix L, and shall provide to the County any information necessary to maintain the certification’s accuracy.

(c) Records Access. The parties acknowledge and agree that all records, information, and data (“Information”) acquired in connection with performance or administration of this Agreement remains the sole property of the County and shall be used and disclosed solely for the purpose of performance and administration of the Agreement or as required by law. The Contractor acknowledges that Contractor Information in the County’s possession may be subject to disclosure under Article 6 of the New York State Public Officer’s Law (“Freedom of Information Law” or “FOIL”). In the event that such a request for disclosure is made, the County shall make reasonable efforts to notify the Contractor of such request prior to disclosure of the Information so that the Contractor may take such action as it deems appropriate.

(d) Prohibition of Gifts. In accordance with County Executive Order 2-2018, the Contractor shall not offer, give, or agree to give anything of value to any County employee, agent, consultant, construction manager, or other person or firm representing the County (a “County Representative”), including members of a County Representative’s immediate family, in connection with the performance by such County Representative of duties involving transactions with the Contractor on behalf of the County, whether such duties are related to this Agreement or any other County contract or matter. As used herein, “anything of value” shall include, but not be limited to, meals, holiday gifts, holiday baskets, gift cards, tickets to golf outings, tickets to sporting events, currency of any kind, or any other gifts, gratuities, favorable opportunities or preferences. For purposes of this subsection, an immediate family member shall include a spouse, child, parent, or sibling. The Contractor shall include the provisions of this subsection in each subcontract entered into under this Agreement.

(e) Disclosure of Conflicts of Interest. In accordance with County Executive Order 2-2018, the Contractor has disclosed as part of its response to the County’s Business History Form, or other disclosure form(s), any and all instances where the Contractor employs any spouse, child, or parent of a County employee of the agency or department that contracted or procured the goods and/or services described under this Agreement. The Contractor shall have a continuing obligation, as circumstances arise, to update this disclosure throughout the term of this Agreement.

(f) Vendor Code of Ethics. By executing this Agreement, the Contractor hereby certifies and covenants that:

(i) The Contractor has been provided a copy of the Nassau County Vendor Code of Ethics issued on June 5, 2019, as may be amended from time to time (the “Vendor Code of Ethics”), and will comply with all of its provisions;

(ii) All of the Contractor’s Participating Employees, as such term is defined in the Vendor Code of Ethics (the “Participating Employees”), have been provided a copy of the Vendor Code of Ethics prior to their participation in the underlying procurement;

(iii) All Participating Employees have completed the acknowledgment required by the Vendor Code of Ethics;

(iv) The Contractor will retain all of the signed Participating Employee acknowledgements for the period it is required to retain other records pertinent to performance under this Agreement;

(v) The Contractor will continue to distribute the Vendor Code of Ethics, obtain signed Participating Employee acknowledgments as new Participating Employees are added or changed during the term of this Agreement, and retain such signed acknowledgments for the period the Contractor is required to retain other records pertinent to performance under this Agreement; and

(vi) The Contractor has obtained the certifications required by the Vendor Code of Ethics from any subcontractors or other lower tier participants who have participated in procurements for work performed under this Agreement.

4. Minimum Service Standards. Regardless of whether required by Law:

(a) The Contractor shall, and shall cause Contractor Agents to, conduct its, their activities in connection with this Agreement so as not to endanger or harm any Person or property.

(b) The Contractor shall deliver services under this Agreement in a professional manner consistent with the best practices of the industry in which the Contractor operates. The Contractor shall take all actions necessary or appropriate to meet the obligation described in the immediately preceding sentence, including obtaining and maintaining, and causing all Contractor Agents to obtain and maintain, all approvals, licenses, and certifications (“Approvals”) necessary or appropriate in connection with this Agreement.

5. Indemnification; Defense; Cooperation.

(a) The Contractor shall be solely responsible for and shall indemnify and hold harmless the County, its officers, employees, and agents (the “Indemnified Parties”) from and against any and all liabilities, losses, costs, expenses (including, without limitation, reasonable attorneys’ fees and disbursements) and damages (“Losses”), arising out of or in connection with any acts or omissions of the Contractor or a Contractor Agent, regardless of whether taken pursuant to or authorized by this Agreement and regardless of whether due to negligence, fault, or default, including Losses in connection with any threatened investigation, litigation or other proceeding or preparing a defense to or prosecuting the same; provided, however, that the Contractor shall not be responsible for that portion, if any, of a Loss that is caused by the negligence of the County.

(b) The Contractor shall, upon the County’s demand and at the County’s direction, promptly and diligently defend, at the Contractor’s own risk and expense, any and all suits, actions, or proceedings which may be brought or instituted against one or more Indemnified Parties for which the Contractor is responsible under this Section and the Contractor shall pay and satisfy any judgment, decree, loss or settlement in connection therewith.

(c) The Contractor shall, and shall cause Contractor Agents to, cooperate with the County in connection with the investigation, defense or prosecution of any action, suit or proceeding in connection with this Agreement.

(d) The provisions of this Section shall survive the termination of this Agreement.

6. Insurance.

(a) Types and Amounts. The Contractor shall obtain and maintain throughout the term of this Agreement, at its own expense: (i) one or more policies for commercial general liability insurance, which policy(ies) shall name “Nassau County” as an additional insured and have a minimum single combined limit of liability of not less than one million dollars ($1,000,000) per occurrence and two million dollars ($2,000,000) in the aggregate, (ii) if contracting in whole or part to provide professional services, one or more policies for professional liability insurance, which policy(ies) shall have a minimum single combined limit liability of not less than one million dollars ($1,000,000) per claim, (iii) compensation insurance for the benefit of the Contractor’s employees (“Workers’ Compensation Insurance”), which insurance is in compliance with the New York State Workers’ Compensation Law, and (iv) such additional insurance, including, without limitation, builder’s all risk, if applicable, automobile liability insurance and umbrella liability insurance, as the County may from time to time specify.

(b) Acceptability; Deductibles; Subcontractors. All insurance obtained and maintained by the Contractor pursuant to this Agreement shall be (i) written by one or more commercial insurance carriers licensed or authorized to do business in New York State and acceptable to the County; and (ii) in form and substance acceptable to the County. The Contractor shall be solely responsible for the payment of all deductibles to which such policies are subject. The Contractor shall require any subcontractor hired in connection with this Agreement to carry insurance with the same limits and provisions required to be carried by the Contractor under this Agreement.

(c) Delivery; Coverage Change; No Inconsistent Action. Prior to the execution of this Agreement, copies of current certificates of insurance evidencing the insurance coverage required by this Agreement shall be delivered to the County Attorney’s Office. Not less than thirty (30) days prior to the date of any expiration or renewal of, or actual, proposed or threatened reduction or cancellation of coverage under, any insurance required hereunder, the Contractor shall provide written notice to the County Attorney’s Office of the same and deliver to the County Attorney’s Office renewal or replacement certificates of insurance. The Contractor shall cause all insurance to remain in full force and effect throughout the term of this Agreement and shall not take any action, or omit to take any action that would suspend or invalidate any of the required coverages. The failure of the Contractor to maintain Workers’ Compensation Insurance shall render this contract void and of no effect. The failure of the Contractor to maintain the other required coverages shall be deemed a material breach of this Agreement upon which the County reserves the right to consider this Agreement terminated as of the date of such failure.

7. Assignment; Amendment; Waiver; Subcontracting.

(a) This Agreement and the rights and obligations hereunder may not be in whole or part (i) assigned, transferred or disposed of, (ii) amended, (iii) waived, or (iv) subcontracted, without the prior written consent of the County Executive or their duly designated deputy (the “County Executive”), and any purported assignment, other disposal or modification without such prior written consent shall be null and void. The failure of a party to assert any of its rights under this Agreement, including the right to demand strict performance, shall not constitute a waiver of such rights.

8. Work Performance Liability.

The Contractor is and shall remain primarily liable for the successful completion of all work in accordance with this Agreement irrespective of whether the Contractor is using a Contractor Agent to perform some or all of the work contemplated by this Agreement, and irrespective of whether the use of such Contractor Agent has been approved by the County.

9. Termination. (a) Generally. This Agreement may be terminated (i) for any reason by the County upon thirty (30) days’ written notice to the Contractor, (ii) for “Cause” by the County immediately upon the receipt by the Contractor of written notice of termination, (iii) upon mutual written Agreement of the County and the Contractor, and (iv) in accordance with any other provisions of this Agreement expressly addressing termination.

As used in this Agreement the word “Cause” includes: (i) a breach of this Agreement; (ii) the failure to obtain and maintain in full force and effect all Approvals required for the services described in this Agreement to be legally and professionally rendered; and (iii) the termination or impending termination of federal or state funding for the services to be provided under this Agreement.

(b) By the Contractor. This Agreement may be terminated by the Contractor if performance becomes impracticable through no fault of the Contractor, where the impracticability relates to the Contractor’s ability to perform its obligations and not to a judgment as to convenience or the desirability of continued performance. Termination under this subsection shall be effected by the Contractor delivering to the commissioner or other head of the Department (the “Commissioner”), at least sixty (60) days prior to the termination date (or a shorter period if sixty days’ notice is impossible), a notice stating

(i) that the Contractor is terminating this Agreement in accordance with this subsection, (ii) the date as of which this Agreement will terminate, and (iii) the facts giving rise to the Contractor’s right to terminate under this subsection. A copy of the notice given to the Commissioner shall be given to the Deputy County Executive who oversees the administration of the Department (the “Applicable DCE”) on the same day that notice is given to the Commissioner.

(c) Contractor Assistance upon Termination. In connection with the termination or impending termination of this Agreement the Contractor shall, regardless of the reason for termination, take all actions reasonably requested by the County (including those set forth in other provisions of this Agreement) to assist the County in transitioning the Contractor’s responsibilities under this Agreement.

The provisions of this subsection shall survive the termination of this Agreement.

10. Accounting Procedures; Records. The Contractor shall maintain and retain, for a period of six (6) years following the later of termination of or final payment under this Agreement, complete and accurate records, documents, accounts and other evidence, whether maintained electronically or manually (“Records”), pertinent to performance under this Agreement. Records shall be maintained in accordance with Generally Accepted Accounting Principles and, if the Contractor is a non-profit entity, must comply with the accounting guidelines set forth in the applicable provisions of the Code of Federal Regulations, 2 C.F.R. Part 200, as may be amended. Such Records shall at all times be available for audit and inspection by the County Comptroller, the County Attorney’s Office, any other governmental authority with jurisdiction over the provision of services hereunder and/or the payment therefore, and any of their duly designated representatives. The provisions of this Section shall survive the termination of this Agreement.

11. Limitations on Actions and Special Proceedings Against the County. No action or special proceeding shall lie or be prosecuted or maintained against the County upon any claims arising out of or in connection with this Agreement unless:

(a) Notice. At least thirty (30) days prior to seeking relief the Contractor shall have presented the demand or claim(s) upon which such action or special proceeding is based in writing to the Applicable DCE for adjustment and the County shall have neglected or refused to make an adjustment or payment on the demand or claim for thirty (30) days after presentment. The Contractor shall send or deliver copies of the documents presented to the Applicable DCE under this Section to each of (i) the Department and the (ii) the County Attorney (at the address specified above for the County) on the same day that documents are sent or delivered to the Applicable DCE. The complaint or necessary moving papers of the Contractor shall allege that the above-described actions and inactions preceded the Contractor’s action or special proceeding against the County.

(b) Time Limitation. Such action or special proceeding is commenced within the earlier of (i) one (1) year of the first to occur of (A) final payment under or the termination of this Agreement, and (B) the accrual of the cause of action, and (ii) the time specified in any other provision of this Agreement.

12. Consent to Jurisdiction and Venue; Governing Law. Unless otherwise specified in this Agreement or required by Law, exclusive original jurisdiction for all claims or actions with respect to this Agreement shall be in the Supreme Court in Nassau County in New York State and the parties expressly waive any objections to the same on any grounds, including venue and forum non conveniens. This Agreement is intended as a contract under, and shall be governed and construed in accordance with, the Laws of New York State, without regard to the conflict of laws provisions thereof.

13. All Legal Provisions Deemed Included; Severability; Supremacy; Construction.

(a) Every provision required by Law to be inserted into or referenced by this Agreement is intended to be a part of this Agreement. If any such provision is not inserted or referenced or is not inserted or referenced in correct form then (i) such provision shall be deemed inserted into or referenced by this Agreement for purposes of interpretation and (ii) upon the application of either party this Agreement shall be formally amended to comply strictly with the Law, without prejudice to the rights of either party.

(b) In the event that any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

(c) In the event of a conflict between the terms and conditions 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.

(d) Each party has cooperated in the negotiation and preparation of this Agreement, so if any construction is made of the Agreement it shall not be construed against either party as drafter.

14. Administrative Service Charge. The Contractor agrees to pay the County an administrative service charge of ________________________ dollars ($_____) for the processing of this Agreement pursuant to Ordinance Number 74-1979, as amended by Ordinance Numbers 201-2001, 128-2006, and 153-2018. The administrative service charge shall be due and payable to the County by the Contractor upon signing this Agreement.

Value of contract: Administrative fee:

$0 - $10,000 $0 Over $10,000 - $50,000 $160 Over $50,000 - $ 100,000 $266 Over $100,000 $533

15. Executory Clause. Notwithstanding any other provision of this Agreement:

(a) Approval and Execution. The County shall have no liability under this Agreement (including any extension or other modification of this Agreement) to any Person unless (i) all County and other governmental approvals have been obtained,…