1. (a) The Consultant has not now, and will not acquire, any interest, direct or indirect, present or prospective, in the project to which the Consultant's work relates or the real estate which is the subject of the project, or in the immediate vicinity thereof and has not employed and will not knowingly employ in connection with work to be performed hereunder any person or entity having any such interest during the term of this Agreement.
2. (b) No officer, employee, agent or director of UDC, or any of its subsidiaries shall be permitted to share in any benefit to arise herefrom.
3. (c) No officer, employee, agent or director of UDC, or any of its subsidiaries shall participate in any decision relating to this Agreement which affects his personal interest or the interests of any corporation, partnership, or association in which he is directly or indirectly interested; nor shall any officer, agent, director or employee of UDC, or any of its subsidiaries have any interest, direct or indirect, in this Agreement or the proceedings thereof.

4. (d) The Consultant shall cause, for the benefit of UDC, every contract or agreement with any Subcontractor to include the representations contained in subsections (a), (b), (c) of this Section 1.7. The Consultant will take such action in enforcing such provisions as UDC may direct, or, at its option, assign such rights as it may have to UDC for enforcement by UDC.

   1.8 NO BROKER. The Consultant represents that it has not employed any person, corporation or partnership, to solicit or procure this Agreement, and has not made, and will not make, any payment or agreement for the payment of any commission, percentage, brokerage or contingent fee, or other compensation in connection with the procurement of this Agreement.

   1.9 NOTICE OF OVERRUNS AND DELAYS. The Consultant shall promptly give written notice to the UDC Representative of the occurrence of an event or action, the discovery of a condition or the failure of an event or action to occur or a condition to exist as anticipated, which may result in an increase in (a) the Compensation due Consultant; (b) reimbursable expenses and/or (c) the number of hours necessary to perform the work. The Consultant shall promptly give written notice to the UDC Representative of the occurrence of an event or action, or the discovery of a condition, or the failure of an event or action to occur or a condition to exist as anticipated, which may delay completion of the work (or extend the Completion Date).

   ARTICLE II

   DOCUMENTS AND RECORDS

   2.1 OWNERSHIP OF DOCUMENTS AND OTHER MATERIALS. All originals and negatives of all plans, drawings, reports, photograph, charts, programs, models, specimens, specifications, and other documents or materials required to be furnished by the Consultant under this Agreement including drafts and reproduction copies thereof, shall be and remain the exclusive property of UDC, and UDC shall have the right to publish, transfer, sell, license and use all or any part of such reports, plans, drawings, specification and other documents without payment of any additional royalty, charge or other compensation to the Consultant. Upon request of UDC during any stage of the work, Consultant shall deliver all such materials to UDC.

   The Consultant agrees that it shall not publish, transfer, license or, except in connection with carrying out its obligations under this Agreement, use or reuse all or any part of such reports and other documents, including working papers, without the prior written approval of UDC, except that Consultant may retain copies of such reports and other documents for general reference use.

   2.2 MAINTENANCE OF RECORDS. The Consultant shall, until three years after completion of its services hereunder or termination of this Agreement by UDC, maintain and shall require each Subconsultant to maintain (a) complete and correct records of time spent by Consultant (and Subcontractor) in the performance of its obligations under this Agreement and (b) complete and correct books and records relating to all out-of- pocket expenses incurred under this Agreement, including, without limitation, accurate cost and accounting records specifically identifying the costs incurred by Consultant (and Subconsultant) in performing such obligations. Said time records shall specify the dates and numbers of hours or portions thereof spent by Consultant (and Subconsultant) in performing its obligations hereunder. Consultant shall make such books and records available to UDC or its authorized representatives for review and audit at all such reasonable times as UDC shall from time to time request. Consultant shall submit duplicate copies of time records and substantiation of out -of-pocket expenses at the time of submission of Consultant invoices in accordance with this Agreement.

   ARTICLE III

   TERMINATION

   3.1 DEFAULT BY CONSULTANT. If any material representation made by the Consultant in this Agreement shall prove to be false or misleading in any material respect, or if the Consultant shall default in the timely performance of any of its obligations under this Agreement and such default shall continue for a period of three (3) days after written notice from UDC specifying the occurrence, omission or failure giving rise to such default, or if, in the opinion of UDC, by reason of the nature of such default, such default cannot be cured within such three (3) day period, then if the Consultant shall not within such period commence with due diligence the curing of such default and thereafter prosecute and complete the curing of such default as promptly as possible, except that UDC shall not be required to give Consultant such written notice and Consultant shall not have such right to cure for Consultant's failure to comply with Section 1.9 hereof, UDC, in addition to any other remedies or claims it may have with respect to such representation or such default may terminate this Agreement immediately upon verbal or written notice to the Consultant. In the event of such termination, UDC, without waiving any such remedy or claims, (including consequential damages) shall not be required to pay the Consultant any portion of the fee specified in this Agreement remaining to be paid for which valid vouchers have not been submitted pursuant to this Agreement on or before the date of UDC's notice of termination.

   3.2 OPTIONAL TERMINATION BY UDC. UDC at any time, in its sole discretion, may terminate this Agreement or postpone, delay, all or any part of the Agreement upon written notice to the Consultant. In the event of such termination, postponement, or delay, UDC shall pay the Consultant for professional time and out-of-pocket expenses incurred by Consultant to the date notice of such action is received by Consultant. The Consultant agrees to cause any agreement or contract entered into by Consultant with any Subconsultant to provide for an optional termination by Consultant similar to the provision of this Section 3.2.

   ARTICLE IV

   PROVISIONS REQUIRED BY LAW

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

   4.2 CONSULTANT TO OBTAIN PERMITS, ETC. Except as otherwise instructed in writing by UDC, the Consultant shall obtain and comply with all legally required licenses, consents, approvals, orders, authorizations, permits, restrictions, declarations and filings required to be obtained by UDC or the Consultant in connection with this Agreement.

   4.3 WORKERS' COMPENSATION INSURANCE. The Consultant agrees that:

5. (a) It will secure Workers' compensation and disability insurance and keep insured during the life of this Agreement such employees as are required to be insured by the provisions of Chapter 41 of the Laws of 1914, as amended, known as the Workers' Compensation Law; and

6. (b) This Agreement shall be voidable at the election of UDC and of no effect unless the Consultant complies with this provision.

   4.4 NO ASSIGNMENT WITHOUT CONSENT. The Consultant agrees that:

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

8. (b) If the prohibition of Section 4.4(a) be violated, UDC may revoke and annul this Agreement and UDC shall be relieved from any and all liability and obligations thereunder to the Consultant and to the person, company, partnership or corporation to whom such assignment, transfer or other disposal shall have been made and the Consultant and such assignee or transferee shall forfeit and lose all the money theretofor earned under this Agreement.

   4.5 NON-DISCRIMINATION. The Consultant during the performance of this Agreement, specifically agrees that:

9. (a) The Consultant will not discriminate against any employee or applicant for employment because of race, creed, color, sex, national origin, age, disability or marital status.
10. (b) If directed to do so by the New York State Commissioner of Human Rights (“Commission”) or UDC the Consultant will send to each labor union or representative of workers with which the Consultant has or is bound by a collective bargaining or other agreement or understanding, a notice, to be provided by the Commissioner, advising such labor union or representative of the Consultant's agreement under clauses (a) through (g) (hereinafter called “non-discrimination clauses”). If the Consultant was directed to do so by UDC as part of the bid or negotiation of this Agreement, the Consultant shall request such labor union or representative to furnish a written statement that such labor union or representative will not discriminate because of race, creed, color, sex, national origin, age, disability or marital status, and that such labor union or representative will cooperate, within the limits of its legal and contractual authority, in the implementation of the policy and provisions and these non-discrimination clauses and that it consents and agrees that recruitment, employment and the terms and conditions of employment under this Agreement shall be in accordance with the purposes and provisions of these non-discrimination clauses. If such labor union or representative fails or refuses to comply with such a request that it furnish such a statement, the Consultant shall promptly notify the Commissioner of such failure or refusal.
11. (c) If directed to do so by the Commissioner or UDC, the Consultant will post and keep posted in conspicuous places, available to employees and applicants for employment, notices, to be provided by the Commissioner, setting forth the substance of the provisions of clauses (a) and (b) and such provisions of the State's laws against discrimination as the Commissioner shall determine.
12. (d) The Consultant will state, in all solicitation or advertisements for employees placed by or on behalf of the Consultant, that all qualified applicants will be afforded equal employment opportunities without discrimination because of race, creed, color, sex, national origin, age, disability or marital status.
13. (e) The Consultant will comply with the provisions of Sections 290-299 of the Executive Law and with the Civil Rights Law, will furnish all information and reports deemed necessary by the Commissioner under these non-discrimination clauses and such sections of the Executive Law, and will permit access to the Consultant's books, records and accounts by the Commissioner, the Attorney General and the Industrial Commissioner of the State of New York for the purpose of investigation to ascertain compliance with these non-discrimination clauses and such sections of the Executive Law and Civil Rights Law.
14. (f) This Agreement may be forthwith cancelled, terminated or suspended, in whole or in part, by UDC upon the basis of a finding made by the Commissioner that the Consultant has not complied with these non-discrimination clauses, and the Consultant may be declared ineligible for future contracts made by or on behalf of the State or a public authority or agency of the State, until the Consultant satisfies the Commissioner that the Consultant has established and is carrying out a program in conformity with the provisions of these non-discriminatory clauses. Such finding shall be made by the Commissioner after conciliation efforts by the Commissioner have failed to achieve compliance with these non-discrimination clauses and after a verified complaint has been filed with the Commissioner, notice thereof has been given to the Consultant and an opportunity has been afforded the Consultant to be heard publicly in accordance with the Executive Law. Such sanctions may be imposed and remedies invoked independently of or in addition to sanctions and remedies otherwise provided by law.

15. (g) The Consultant will include the provision of clauses (a) through (f) in every subcontract or purchase order in such a manner that such provision will be binding upon each Subconsultant or vendor as to operations to be performed within the State of New York. The Consultant will take such action in enforcing such provisions of subcontract or purchase order as the Commissioner or UDC may direct, including sanctions or remedies for non-compliance. If the Consultant becomes involved in or is threatened with litigation by a Subconsultant or vendor as a result of such direction by the Commissioner or UDC, the Consultant shall promptly so notify New York State Attorney General, requesting the Attorney General to intervene and protect the interests of the State of New York.

    ARTICLE V

    OTHER STANDARD PROVISIONS

    5.1 NO WAIVER. No failure by UDC to insist upon the strict performance of any term or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof, and no acceptance of full or partial performance during the continuance of any such breach, shall constitute a waiver of any such breach or such term or condition. No term or condition of this Agreement to be performed or complied with by Consultant, and no breach thereof, shall be waived, altered or modified except by a written instrument executed by UDC. No waiver of any breach shall affect or alter this Agreement, but each and every term and condition of this Agreement shall continue in full force and effect with respect to any other then existing or subsequent breach thereof.

    5.2 INDEMNIFICATION. In addition to any liability or obligation of the Consultant to UDC that may exist under this Agreement or by statute or otherwise, Consultant shall indemnify and hold UDC and its respective agents, directors, officers and employees harmless from and against any damages, costs, claims or liabilities which UDC may sustain, as a result of any and all liabilities, losses, damages, interests, judgments and liens flowing out of, and any and all costs and expenses (including without limitation, reasonable counsel fees and disbursements) arising out of, or incurred in connection with, any and all claims, losses, damages, expenses, demands, suits, actions, or proceedings which may be made or brought against UDC for or in relation to any damages or loss caused by, resulting from, arising out of, or occurring in connection with the services to be performed by Consultant under this Agreement.

    The Consultant agrees that this Section 5.2 shall survive the expiration or earlier termination of this Agreement.

    5.3 ASSIGNMENT BY UDC. UDC may transfer and assign any and all of its rights and obligations under this Agreement, including transferring and assigning its rights to the Consultant's performance of any portion of the services provided for herein, together with UDC's obligations and rights pertaining to such portion of services, to any partnership, firm, corporation, governmental agency or department or other entity which UDC determines has undertaken or will undertake any part of the Agreement. UDC shall give the Consultant written notice of any such transfer and assignment. Such transfer and assignment shall relieve UDC of all further liability or obligations hereunder.

    5.4 GOVERNING LAW. This Agreement shall be construed and enforced in accordance with the laws of the State of New York.

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

    5.6 CONFIDENTIALITY. Consultant hereby agrees that all data, recommendations, reports and other materials developed in the course of this study are strictly confidential between Consultant and UDC and Consultant may not at any time reveal or disclose such data, recommendations or reports in whole or in part to any third party without first obtaining permission from UDC. Notwithstanding the preceding sentence, Consultant shall cooperate fully with such third parties as UDC may designate by written request. Such cooperation shall include making available to such parties, data, information and reports used or developed by Consultant in connection with this study.

    5.7 RELEASE AND DISCHARGE. Simultaneously with request for final payment hereunder, Consultant shall execute and deliver to UDC an instrument releasing UDC of and from any and all claims, demands and liabilities whatsoever of every name and nature both at law and in equity arising from, growing out of, or in any way connected with this Agreement. A copy of such release is annexed hereto and made a part hereof.

    5.8 MISCELLANEOUS. The parties hereto agree that this Schedule A shall be controlling in the event of any inconsistencies or conflicts between the terms of this Schedule A and any part of the Agreement.

    ARTICLE VI

    BILLING POLICY

    (ONLY APPLICABLE WHERE REIMBURSEMENT IS PART OF THE AGREEMENT)

    6.1 The Consultant is required to submit detailed documentation in support of Consultant's request for reimbursement. All invoices and their accompanying documentation must be forwarded along with a completed copy of the attached INVOICE SUMMARY to:

    Accounts Payable Department

    New York State Urban Development Corporation

    1515 Broadway

    New York, New York 10036

    6.2 Invoices should be made on the Consultant's own invoice forms or letterhead and must include UDC's contract and project numbers, if any. Consultant should also include federal identification number with their first invoice.

    Out-of-pocket expenses should be delineated on any invoices by general category. The Consultant must submit supporting documentation for each individual expense category in excess of $250.

    6.3 MEALS. Reimbursed in accordance with the UDC Employee Expense Reimbursement Policy.

    6.4 PRINTING.

16. (a) Internal printing or xeroxing is not reimbursable. It is part of the Consultant's overhead cost.
17. (b) Outside printing will be reimbursed only to the extent of prints requested by UDC, or to be sent to the Subconsultant on behalf of UDC, and at cost evidenced by a receipt.

18. (c) No postage will be reimbursed for printing requested by UDC.

    6.5 TELEPHONE.

19. (a) Only calls to UDC and calls relating to telephone surveys are chargeable. All other calls are part of Consultant's overhead costs.

20. (b) Calls between the Consultant's office and its employees are not reimbursable.

    6.6 TRANSPORTATION. Reimbursed in accordance with the UDC Employee Expense Reimbursement Policy, a copy of which is annexed hereto and made a part hereof.

    6.7 LODGING. Reimbursed in accordance with the UDC Employee Expense Reimbursement Policy, a copy of which is annexed hereto and made a part hereof.

    6.8 NON-REIMBURSABLES.

21. (a) Flight insurance.
22. (b) Valet services (except five or more consecutive days).
23. (c) Personal expenses of any type.
24. (d) Expenses paid for UDC employees.

25. (e) Travel to any UDC office to “deliver vouchers or pick up check.”

    6.9 EQUIPMENT SUPPLIES. Where the Agreement allows reimbursement for equipment and supplies, insurance or similar items, the Consultant must supply the following detailed documentation.

26. (a) Receipts of suppliers invoices for costs of commodities, equipment and supplies, insurance and other items. Invoices must show quantity, description and price (less applicable discounts and purchasing agent's commission).

27. (b) Title to all equipment purchased pursuant to this Agreement is vested in UDC. UDC has the option of claiming any or all of such equipment.

    6.10 GENERAL.

28. (a) All receipts must be legible. Illegible receipts will not be reimbursed.
29. (b) Whenever possible original receipts should be presented for reimbursement.

30. (c) UDC is a public benefit corporation and as such is exempt from all sales and usage taxes within New York State. A copy of UDC's certificate of tax exemption may be obtained by writing to UDC.

    At any time or times until three years after completion of Consultant's services or earlier termination of this Agreement by UDC, UDC may have the vouchers and statements of cost audited. Each payment theretofor made shall be subject to reduction for amounts included in the related voucher which are found by UDC on the basis of such audit, not to constitute allowable cost. Any such payment may be reduced for overpayments, or increased for underpayment, as the case may be.

    ARTICLE VII

    INSURANCE

    7.1 The Consultant shall insure and shall require each of his consultants to carry the following insurance to the extent stated.

    7.2 Comprehensive General Liability and Property Damage Insurance in an amount not less than $500,000 combined single limit for both Bodily Injury and Property Damage, and Contractual Liability as respects the Indemnification clause contained herein.

    7.3 Automobile Liability and Property Damage Insurance in an amount not less than $250,000 combined single limit for both Bodily Injury and Property Damage.

    7.4 Certificates of Insurance for all of the aforementioned coverages shall be provided to UDC prior to the commencement of work under this agreement.

ARTICLE I

RELATION OF CONSULTANT TO UDC

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

1.2 CONSULTANT'S PERSONNEL. The Consultant shall designate in writing to UDC one individual, satisfactory to UDC, who shall be responsible for coordinating all of the services to be rendered by the Consultant and who shall be UDC's normal point of contact with the Consultant on matters relating to such services. Such individual shall be replaced upon UDC's written request.

1.3 APPROVAL OF SUBCONSULTANTS. The Consultant shall not employ, contract with or use the services of any consultant, special contractors, or other third parties (collectively “Subconsultant”) in connection with the performance of its obligations under this Agreement without the prior written consent of UDC. The Consultant shall inform UDC in writing of the name, proposed service to be rendered, and compensation of the Subconsultant, and of any interest it may have in the proposed Subconsultant.

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

1.5 UDC'S REPRESENTATIVE. UDC will designate in writing to the Consultant an individual who will serve as UDC's Representative and normal point of contact for the Consultant in regard to this Agreement and the Consultant's services and obligations hereunder. UDC may from time to time change this designation by written notification to the Consultant.

1.6 APPROVALS OR ACCEPTANCE BY UDC. Whenever action is to be taken, or approval or acceptance given, by UDC, such action, approval or acceptance shall be deemed to have been taken or given only if so taken or given by UDC's Representative, by the official of UDC who signed this Agreement on behalf of UDC, or by another officer or employee of UDC duly designated by such signing officer to represent UDC in connection therewith. UDC shall notify the Consultant of the giving or withholding of each such approval or acceptance within a reasonable period of time. UDC's acceptance or approval of any specifications, drawings, plans, reports or other materials prepared by the Consultant hereunder shall in no way relieve the Consultant of responsibility for such materials.

1.7 CONFLICT-OF-INTEREST. The Consultant represents that: