Nassau County Interim Finance Authority Guidelines Regarding The Use .

(For Contracts 25,000 to 250,000)SCHEDULE A(Updated December 27, 2017)STANDARD CLAUSES FOR NIFA CONTRACTSFor the purposes of this Schedule A, the Nassau County Interim Finance Authority is hereinafter referredto as “NIFA.”The parties to the attached contract, license, lease, amendment or other agreement of any kind (hereinafter,“the contract” or “this contract”) agree to be bound by the following clauses which are hereby made a partof the contract (the word “Contractor” herein refers to any party other than NIFA, whether a contractor,consultant, licensor, licensee, lessor, lessee or other party):SUPERVISION BY NIFA. The services to be performed by Consultant under this Agreement shall besubject to the general supervision and direction of NIFA provided that neither NIFA's exercise nor failureto exercise such supervision and direction shall relieve the Consultant of any of its obligations orresponsibilities for its acts or failure to act pursuant to this Agreement.CONSULTANT'S PERSONNEL. The Consultant shall designate in writing to NIFA one individual,satisfactory to NIFA, who shall be responsible for coordinating all of the services to be rendered by theConsultant and who shall be NIFA's normal point of contact with the Consultant on matters relating tosuch services. Such individual shall be replaced upon NIFA's written request.APPROVAL OF SUBCONSULTANTS. The Consultant shall not employ, contract with or use theservices of any consultant, special contractors, or other third parties (collectively "Subconsultant") inconnection with the performance of its obligations under this Agreement without the prior written consentof NIFA. The Consultant shall inform NIFA in writing of the name, proposed service to be rendered, andcompensation of the Subconsultant, and of any interest it may have in the proposed Subconsultant.CONSULTANT AS INDEPENDENT CONTRACTOR. Notwithstanding any other provisions of thisAgreement, the Consultant's status (and that of any Subconsultant) shall be that of an independentcontractor and not that of an agent or employee of NIFA. Accordingly, neither the Consultant nor anySubconsultant shall hold itself out as, or claim to be acting in the capacity of an employee, or agent ofNIFA.CONFLICT-OF-INTEREST. The Consultant represents that:(a)The Consultant has not now, and will not acquire, any interest, direct or indirect, presentor prospective, in the project to which the Consultant's work relates or the real estate which is the subjectof the project, or in the immediate vicinity thereof and has not employed and will not knowingly employin connection with work to be performed hereunder, any person or entity having any such interest duringthe term of this Agreement.(b)No officer, employee, agent or director of NIFA, or any of its subsidiaries shall be admittedto any share or part hereof or to any benefit to arise here from.

(c)No officer, employee, agent or director of NIFA, or any of its subsidiaries shall participatein any decision relating to this Agreement which affects his personal interest or the interests of anycorporation, partnership, or association in which he is directly or indirectly interested; nor shall any officer,agent, director or employee of NIFA, or any of its subsidiaries have any interest, direct or indirect, in thisAgreement or the proceedings thereof.CONSULTANT TO COMPLY WITH LEGAL REQUIREMENTS. The Consultant in performingits obligations and in preparing all documents required under this Agreement shall comply with allmaterial applicable laws and regulations. All provisions required by such laws and regulations to beincluded in this Agreement shall be deemed to be included in this Agreement with the same effect as ifset forth in full.NO ASSIGNMENT WITHOUT CONSENT. The Consultant agrees that:(a)It is prohibited from assigning, transferring or otherwise disposing of this Agreement, or of itsrights or interests therein, or its power to execute such agreement to any person, company, partnership, orcorporation, without the previous written consent of NIFA;(b)If the prohibition of this Section be violated, NIFA may revoke and annul this Agreement andNIFA shall be relieved from any and all liability and obligations hereunder to the Consultant and to theperson, company, partnership or corporation to whom such assignment, transfer or other disposal shallhave been made and the Consultant and such assignee or transferee shall forfeit and lose all the moneytheretofore earned under this Agreement.ENTIRE AGREEMENT/AMENDMENT. This Agreement constitutes the entire Agreement betweenthe parties hereto and no statement, promise, condition, understanding, inducement, or representation, oralor written, expressed or implied, which is not contained herein shall be binding or valid and thisAgreement shall not be changed, modified or altered in any manner except by an instrument in writingexecuted by the parties hereto.CONFIDENTIALITY. Consultant hereby agrees that all data, recommendations, reports and othermaterials developed in the course of this study are strictly confidential between Consultant and NIFA andConsultant may not at any time reveal or disclose such data, recommendations or reports in whole or inpart to any third party without first obtaining permission from NIFA, other than as required by law.Notwithstanding the preceding sentence, Consultant shall cooperate fully with such third parties as NIFAmay designate by written request. Such cooperation shall include making available to such parties, data,information and reports used or developed by Consultant in connection with this study.INDEMNIFICATION. Notwithstanding anything to the contrary contained herein, Consultant shall beresponsible for all injuries to persons, including death, or damage to property sustained while performingor resulting from the work under this Agreement, if and to the extent the same results from any act,omission, negligence, fault or default of Consultant or Sub consultants, or their employees, agents,servants, independent contractors or subcontractors retained by Consultant pursuant to this Agreement.Consultant agrees to defend, indemnify and hold the indemnities (the State of New York and NIFA)harmless from any and all claims, judgments and liabilities, including but not limited to, claims, judgments

and liabilities for injuries to persons (including death) and damage to property, if and to the extent thesame results from any act, omission, negligence, fault or default of Consultant or its Sub consultants, ortheir agents, employees, servants, independent contractors and subcontractors and from any claimsagainst, or liability incurred by the indemnities by reason of claims against Consultant or its Subconsultants, or their employees, agents, servants, independent contractors and subcontracts for any matterwhatsoever in connection with the services performed under this Agreement, including, but not limitedto, claims for compensation, injury or death, and agree to reimburse the indemnities for reasonableattorneys' fees incurred in connection with the above. Consultant shall be solely responsible for the safetyand protection of all its Sub consultants, or the employees, agents, servants, independent contractors, orsubcontractors of Consultant or its Sub consultants, and shall assume all liability for injuries, includingdeath, that may occur to said persons due to the negligence, fault or default of Consultant, its Subconsultants, or their respective agents, employees, servants, independent contractors or subcontractors.This indemnification provision shall survive the expiration or earlier termination of this Agreement.WORKER’S COMPENSATION BENEFITS. In accordance with Section 142 of the State FinanceLaw, this Agreement shall be void and of no force and effect unless Contractor provides and maintainscoverage during the life of this Agreement for the benefit of such employees as are required to be coveredby the provisions of the Workers’ Compensation Law.NON-DISCRIMINATION REQUIREMENTS. Contractor shall comply with Article 15 of theExecutive Law (also known as the Human Rights Law) and all other State and Federal statutory andconstitutional non-discrimination provisions, the Contractor will not discriminate against any employeeor applicant for employment because of race, creed, color, sex (including gender identity or expression),national origin, sexual orientation, age, disability, genetic predisposition or carrier status, or marital status.Furthermore, in accordance with Section 220-e of the Labor Law, if this is a contract for the construction,alteration or repair of any public building or public work or for the manufacture, sale or distribution ofmaterials, equipment or supplies, and to the extent that this contract shall be performed within the Stateof 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 isqualified and available to perform the work; or (b) discriminate against or intimidate any employee hiredfor the performance of work under this contract. If this is a building service contract as defined in Section230 of the Labor Law, then, in accordance with Section 239 thereof, Contractor agrees that neither it norits 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 thework; or (b) discriminate against or intimidate any employee hired for the performance of work under thiscontract. Contractor is subject to fines of 50.00 per person per day for any violation of Section 220-e orSection 239 as well as possible termination of this contract and forfeiture of all moneys due hereunder fora second or subsequent violation.WAGE AND HOURS PROVISIONS. If this is a public work contract covered by Article 8 of the LaborLaw or a building service contract covered by Article 9 thereof, neither Contractor’s employees nor theemployees of its subcontractors may be required or permitted to work more than the number of hours ordays stated in said statutes, except as otherwise provided in the Labor Law and as set forth in prevailingwage 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 accordancewith the Labor Law and shall comply with all requirements set forth in Article 8 or Article 9 of the LaborLaw whichever Article applies. Additionally, effective April 28, 2008, if this is a public work contractcovered by Article 8 of the Labor Law, the Contractor understands and agrees that the filing of payrollsin a manner consistent with Subdivision 3-a of Section 220 of the Labor Law shall be a condition precedentto payment by the State of any State approved sums due and owing for work done upon the project.NON-COLLUSIVE BIDDING CERTIFICATION. In accordance with Section 2878 of the PublicAuthorities Law, if this contract was awarded based upon the submission of bids, Contractor warrants,under penalty of perjury, that its bid was arrived at independently and without collusion aimed atrestricting competition. Contractor further warrants that, at the time Contractor submitted its bid, anauthorized and responsible person executed and delivered to NIFA a non-collusive bidding certificationon Contractor's behalf.INTERNATIONAL BOYCOTT PROHIBITION. In accordance with Section 220-f of the Labor Lawand Section 139-h of the State Finance Law, if this contract exceeds 5,000, Contractor agrees, as amaterial condition of the contract, that neither Contractor nor any substantially owned or affiliated person,firm, partnership or corporation has participated, is participating, or shall participate in an internationalboycott 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 convictedor is otherwise found to have violated said laws or regulations upon the final determination of the UnitedStates Commerce Department or any other appropriate agency of the United States subsequent to thecontract’s execution, such contract, amendment or modification thereto shall be rendered forfeit and void.Contractor shall so notify the State Comptroller within five (5) business days of such conviction,determination or disposition of appeal (2NYCRR 105.4).SET-OFF RIGHTS. NIFA shall have all of its common law, equitable and statutory rights of set-off.These rights shall include, but not be limited to, NIFA’s option to withhold for the purposes of set-off anymoneys due to Contractor under this contract up to any amounts due and owing to NIFA with regard tothis contract, any other contract with NIFA, including any contract for a term commencing prior to theterm of this contract, plus any amounts due and owing to NIFA for any other reason including, withoutlimitation, tax delinquencies, fee delinquencies or monetary penalties relative thereto. NIFA shall exerciseits set-off rights in accordance with normal State practices including, in cases of set-off pursuant to anaudit, the finalization of such audit by NIFA, its representatives, or the State Comptroller.RECORDS. Contractor shall establish and maintain complete and accurate books, records, documents,accounts and other evidence directly pertinent to performance under this contract (hereinafter,collectively, "the Records"). The Records must be kept for six (6) years following the expiration or earliertermination of the contract. The State Comptroller, the Attorney General and any other person or entityauthorized to conduct an examination, as well as the agency or agencies involved in this contract, shallhave access to the Records during normal business hours at an office of Contractor within the State ofNew York or, if no such office is available, at a mutually agreeable and reasonable venue within the State,for the term specified above for the purposes of inspection, auditing and copying. NIFA shall takereasonable steps to protect from public disclosure any of the Records which are exempt from disclosureunder Section 87 of the Public Officers Law (the "Statute") provided that: (i) Contractor shall timely

inform NIFA in writing, that said records should not be disclosed; and (ii) said records shall be sufficientlyidentified; and (iii) designation of said records as exempt under the Statute is reasonable. Nothingcontained herein shall diminish, or in any way adversely affect, the State's right to discovery in anypending or future litigation.DISCLOSURE OF NIFA RECORDS OR INFORMATION. If any third party requests that Contractordisclose NIFA records or information, as defined in subdivision 4 of section 86 of the Public OfficersLaw, Contractor shall notify NIFA of such request and NIFA shall determine, in accordance with Chapter39 of the Laws of 2010, whether such NIFA records or information may be disclosed.CONFLICTING TERMS. In the event of a conflict between the terms of the contract (including anyand all attachments thereto and amendments thereof) and the terms of this Schedule A, the terms of thisSchedule A shall control.GOVERNING LAW. This contract shall be governed by the laws of the State of New York except wherethe Federal supremacy clause requires otherwise.LATE PAYMENT. Timeliness of payment and any interest to be paid to Contractor for late paymentshall be governed by Section 2880 of the Public Authorities Law and the guidelines adopted by NIFAthereto.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 certifiedmail, return receipt requested. Service hereunder shall be complete upon Contractor's actual receipt ofprocess or upon the State's receipt of the return thereof by the United States Postal Service as refused orundeliverable. Contractor must promptly notify the State, in writing, of each and every change of addressto which service of process can be made. Service by the State to the last known address shall be sufficient.Contractor will have thirty (30) calendar days after service hereunder is complete in which to respond.PROHIBITION ON PURCHASE OF TROPICAL HARDWOODS. Contractor certifies and warrantsthat all wood products to be used under this contract award will be in accordance with, but not limited to,the specifications and provisions of State Finance Law §165 (Use of Tropical Hardwoods) which prohibitspurchase and use of tropical hardwoods, unless specifically exempted, by the State or any governmentalagency or political subdivision or public benefit corporation. Qualification for an exemption under thislaw will be the responsibility of Contractor to establish to meet with the approval of the State. In addition,when any portion of this contract involving the use of woods, whether supply or installation, is to beperformed by any subcontractor, Contractor will indicate and certify in the submitted bid proposal that thesubcontractor has been informed and is in compliance with specifications and provisions regarding use oftropical hardwoods as detailed in §165 State Finance Law. Any such use must meet with the approval ofthe State; otherwise, the bid may not be considered responsive. Under bidder certifications, proof ofqualification for exemption will be the responsibility of Contractor to meet with the approval of the State.In addition, when any portion of this contract involving the use of woods, whether supply or installation,is to be performed by any subcontractor, the prime Contractor will indicate and certify in the submittedbid proposal that the subcontractor has been informed and is in compliance with specifications andprovisions regarding use of tropical hardwoods as detailed in §165 State Finance Law. Any such use must

meet with the approval of the State; otherwise, the bid may not

which shall include the Guidelines, amendments thereto, and an explanation thereof. ARTICLE XI ANNUAL REVIEW AND APPROVAL OF GUIDELINES 1101. The Directors shall annually review and approve these Guidelines. ARTICLE XII AMENDMENT OF GUIDELINES 1201. The Authority may, from time to time, amend by resolution, these Guidelines.