Livingston County Land Bank Legal Services Request for Proposals.pdf

Livingston County Land Bank Corporation

Request for Proposals

Legal Services

Issue Date: April 4, 2025

Deadline: May 2, 2025 at 2:00 p.m.

A. Overview

The Livingston County Land Bank Corporation (“LCLBC”) is issuing this Request for Proposals ("RFP") to solicit updated proposals from law firms and/or individual attorneys for the purpose of providing the LCLBC with comprehensive legal service representation in matters involving Article 16 of the Not-for-Profit Corporation Law, Public Authorities Law, and other relevant issues and laws surrounding Land Banks, in addition to real estate transactions and development deals. Legal services could be accomplished through individual attorneys or a legal team provided by a law firm.

Founded in 2017, the LCLBC is a not-for-profit corporation based in Livingston County, New York. The Land Bank is dedicated to restoring communities across the County by acquiring vacant, abandoned, underutilized, and tax delinquent properties for demolition, rehabilitation, or sale to responsible owners. More information on the Land Bank, including its adopted procurement policy, is available at www.LivingstonCountyLandBank.org.

The LCLBC is governed by an eight (8) member Board of Directors. It presently contracts for services with Livingston County, specifically staff in the County’s Planning Department who have the experience needed to effectively carry out the organization’s mission. By working with state partners, local communities, contractors, and Livingston County government, the LCLBC is able to successfully and responsibly carry out its mission to support community development across the County.

To date, the LCLBC has acquired eight (8) properties. Three (3) of these properties were successfully completed rehabilitations, while two (2) others were demolitions. Currently, the LCLBC is working on several properties with intention to redevelop a total of six (6) properties in the next year and a half.

The LCLBC is funded primarily through the New York State Homes and Community Renewal (HCR) Land Bank Initiative (“LBI”) grant program. LCLBC currently operates two LBI grants which total over $2 million dollars.

B. Time of Completion

The Respondent retained by the LCLBC shall provide services within a mutually agreed upon timeframe and/or in accordance with any deadlines imposed as a result of court action or by a third party.

C. Term of Contract

The LCLBC’s intent is to secure a contract for an initial two (2) year period with the option to renew for three (3) additional one (1) year periods, if mutually agreed upon in writing between the LCLBC and the successful Respondent. Either party may terminate the awarded contract without cause upon thirty (30) days advance written notice to the other party.

Respondents to this RFP must be aware that any contract resulting from this RFP is subject to prior approval by the LCLBC’s Board of Directors.

Scope of Services

This section describes the minimum professional service expectations under the contract awarded from this RFP.

Respondents must demonstrate sufficient capacity and expertise in one or more areas of law stated in the following Scope of Services in order to be considered.

The LCLBC is a dynamic organization that requires legal services in the following practice areas:

A. General real estate services (real estate closings and other real estate related services);

B. Real estate development;

C. General legal services related to the LCLBC’s status as a 501(c)(3) not-for-profit corporation and local public authority formed under the laws of New York State; and

PROFESSIONAL SERVICE REQUIREMENTS

REQUEST FOR PROPOSALS: AS NEEDED LEGAL SERVICES

INTRODUCTION

http://www.livingstoncountylandbank.org./

D. Grant and contractual legal assistance (bid documents, development contracts, grant agreements with funding agencies, etc.)

This Scope of Services and following practice areas are intended to support informed RFP responses and should not be considered an exhaustive list of legal services that may be required, as other legal needs not contemplated in this Scope of Services may arise from time to time

PRACTICE AREA 1: REAL ESTATE GENERAL SERVICES

The LCLBC’s most frequent legal need involves real estate transactions, particularly the acquisition and disposition of properties under its redevelopment initiatives. Legal services under this practice area will support real estate closings, enforcement actions, compliance matters, and general property law issues. With the recently received LBI Open Round funding, the LCLBC estimates that $250,000.00 will be spent on acquiring properties. Additionally, property dispositions will require legal services starting as soon as spring 2025.

Real Estate Transactions (as needed)

• Advance, schedule, and conduct real estate sales/closings.

• Update, prepare, and provide sales contracts to approved buyers on a monthly basis.

• Monitor sales contracts, title reports, and follow up with buyers to ensure timely responses.

• Prepare contract modifications/extensions as needed.

• Prepare and review closing documents, including enforcement documents.

• Occasionally help negotiate and draft sales contracts and related documents.

• Be accessible to buyers and field inquiries on closing status.

• Provide outstanding customer service and accessibility.

Other Real Estate Legal Services (as needed)

• Representation in residential (primarily) and commercial (occasionally) real estate transactions, including sales, purchases, leases, licenses, and land contracts.

• Representation in matters of real estate litigation, including but not limited to eviction proceedings and proceedings to quiet title.

• Representation in environmental law, SEQRA compliance, land use, and local building code issues.

• Representation in real property development and management matters.

• Advising on real estate transaction-related legal issues.

• Providing other real estate legal services as necessary.

PRACTICE AREA 2: REAL ESTATE DEVELOPMENT (as needed)

The LCLBC requires legal services to support targeted real estate development projects that align with its strategic housing and community redevelopment goals.

Development Transactions and Agreements

• Drafting/reviewing bid documents as part of competitive soliciting for contractor services.

• Negotiating and drafting development agreements with local municipalities, developers, and funding agencies.

• Reviewing and structuring binding agreement that establish public-private partnerships, including joint ventures to rehabilitate derelict properties.

• Ensuring compliance with NYS Homes and Community Renewal (“HCR”) regulations for housing development projects.

• Reviewing zoning and land use requirements to ensure compliance with local development plans.

• Facilitating property transfers for targeted redevelopment, including tax-foreclosed, auctioned, and privately acquired properties.

Financing and Funding Compliance

• Structuring financing agreements to maximize available resources, including leveraging LBI funds with

Brownfields grant funding and potentially revolving loan funds.

• Ensuring compliance with NYS Housing Trust Fund (“HHTF”) and Low-Income Housing Tax Credit

(“LIHTC”) programs for mixed-income developments.

• Negotiating terms for construction financing, loan structuring, and developer agreements.

• Facilitating tax credit applications and financial incentives for affordable housing projects.

Public Approvals and Site Development

• Coordinating environmental reviews, including SEQRA, NYS Department of Environmental Conservation

(“DEC”) oversight, and Brownfield site remediation.

• Zoning approvals and land use planning to accommodate redevelopment goals.

• Historic preservation compliance for redevelopment projects when applicable.

• Negotiating agreements with local code enforcement and housing agencies to facilitate redevelopment efforts.

• Drafting agreements to facilitate site control and long-term affordability restrictions.

• Providing all other legal services necessary for real estate development.

PRACTICE AREA 3: GENERAL NOT-FOR-PROFIT CORPORATE COUNSEL

The LCLBC is a 501(c)(3) not-for-profit corporation and local public authority requiring specialized legal support for corporate governance, compliance, and operational matters.

Corporate Governance and Compliance

• Advising the LCLBC’s Executive Director and Board of Directors on legal matters related to nonprofit status and tax-exempt compliance.

• Ensuring compliance with New York State Public Authority Law and the New York State Land Bank Act.

• Providing legal support for board meetings, governance compliance, and procedural matters.

• Reviewing and advising on personnel, fiscal, procurement, and corporate policies.

Employment and Human Resources Support

• Advising on individual employment matters and HR policies and procedures.

• Providing legal counsel for personnel policies, labor law compliance, and employee disputes.

Legal Oversight of Grants and Contracts

• Advising on government grants and contract matters, ensuring compliance with state and federal funding requirements.

• Reviewing and negotiating procurement agreements to align with public authority contracting rules.

• Providing legal support for funding applications, compliance reporting, and risk management.

PRACTICE AREA 4: GRANT AND CONTRACT LEGAL ASSISTANCE

Specialized legal support is needed to ensure compliance with grant requirements, contract execution, and procurement regulations.

Grant Compliance and Legal Oversight (as needed)

• Reviewing and advising on LBI Open Round grant agreements, ensuring compliance with HTFC and New

York State funding regulations.

• Advising on the 18-month contract term, ensuring expenditures align with grant requirements.

• Ensuring legal compliance for LBI-eligible activities, including property acquisition, rehabilitation, demolition, and pre-development.

• Providing guidance on regulatory reporting obligations.

• Assisting in legal review of reimbursement requests, ensuring alignment with HTFC’s no pre-award expenditure policy.

Contract Preparation, Procurement, and Regulatory Compliance (as needed)

• Drafting and negotiating contracts for LBI-funded projects, including developer agreements, contractor procurements, and consultant engagements.

• Ensuring procurement processes adhere to New York State public authority rules, including MWBE participation goals.

• Providing legal support for bid/RFP development, ensuring fair and transparent vendor selection.

• Addressing regulatory issues, such as zoning approvals, environmental compliance, and land use restrictions.

• Handling contract enforcement, amendments, and dispute resolution to protect the LCLBC’s financial and legal interests.

Experience, Expertise, Capacity and Price

a. All attorneys of the firm providing counsel to the LCLBC shall be licensed to practice law in the State of New York.

b. All members of the firm chosen by the LCLBC shall be in good standing.

c. Legal Experience: Respondents should describe experience related to the areas outlined in the scope of services above, including relevant experience providing legal services to other land banks or similar organizations (e.g., nonprofits, public authorities, etc.).

d. Attorney and Support Staff Qualifications: Respondents should provide a description of the qualifications of attorneys and key support staff who will be assigned to the LCLBC. This should include, but not be limited to:

1. Professional and educational background of each attorney and relevant support staff.

2. Roles and responsibilities of attorneys and support staff in delivering legal services to the LCLBC.

3. Overall supervision structure and how legal teams, including paralegals and administrative staff, will support efficient service delivery.

4. Prior experience of attorneys and support staff with respect to real estate law, land banks, grant compliance, and municipal legal matters.

5. Description of the firm’s internal capacity, including how support staff assist in research, document preparation, contract management, and regulatory compliance.

6. Only include resumes of attorneys likely to be assigned to the representation.

e. Capacity: Each Respondent must provide a description of its ability to provide the capacity to meet the frequency of the services required in each area of practice as stated in the Scope of Services.

f. Price: Price proposals must include information on the hourly billing rates of each attorney or other legal staff who is expected to provide the services, as well as, charges for expenses such as legal research, copies, and faxes.

Please also include a monthly flat fee that would be charged to advise on routine matters that could be handled over the telephone or otherwise without extensive research or other legal work.

Alternate Fee Structures: Respondents are encouraged to propose alternate fee structures that may be advantageous for the LCLBC. Examples of alternate fee structures of interest LCLBC vary by area of practice, and include, but are not limited to:

• Fixed fee/task-based

• Retainers

• Capped Fees

• Donated Services

QUALIFICATION REQUIREMENTS

As a nonprofit organization, the LCLBC looks to Respondents that demonstrate an effort to minimize costs while providing the Scope of Services favorably. T h e LCLBC reserves the right to negotiate with Respondents on the structure of the billing and/or fees.

Payment will be remitted in a manner and frequency mutually agreed upon by the LCLBC and the successful Respondent.

g. Conflict of Interest: Each Respondent must describe any existing conflicts of interest or any conflicts which might arise, and provide assurance that there are no unresolved conflicts of interest between the Respondent and the LCLBC, including the LCLBC Board of Directors, as well as, any other matters that could impact a conflict analysis for this potential client.

A. SCHEDULE

RFP Release April 4, 2025

Proposals Due May 2, 2025 at 2:00 p.m.

Interviews Anticipated May 12 -29, 2025

Review and Selection of Firm or Attorney May 2025

Estimated Contract Commencement June 1, 2025

B. SUBMITTAL PROCESS

Responses to this RFP are due by May 2, 2025 at 2:00 p.m., as a hardcopy and flash drive with electronic copies submitted via mail or in person and an electronic copy of all materials on a flash drive.

Each Respondent is responsible for labeling the exterior of the sealed envelope containing the proposal response with the proposal name, proposal due date, and its law firm's name.

The original hard copy and flash drive with electronic versions must be submitted to:

Livingston County Land Bank Corporation Attn: Megan Crowe, Executive Director 6 Court Street Rm 305 Geneseo, New York 14454

The LCLBC will not be responsible for any expenses incurred by any firm or individual in preparing or submitting a proposal.

The LCLBC reserves the right to reject any or all proposals and to negotiate with any firm or individual submitting a proposal.

Respondents assume the risk of any delay in the mail. Whether sent by mail, courier service, or personal delivery, Respondents assume responsibility for having the proposal deposited on time at the location indicated in the Request for Proposals.

Any proposals received after the designated time stated in the Request for Proposals will not be considered and will be returned to the Respondent unopened. Incomplete proposals that do not address all of the requested components may not be accepted for review and consideration.

Please include the signed Appendices, Required Forms and appropriate insurance documentation with your response.

In order to be considered, Respondents must be able to demonstrate the expertise, experience and capacity necessary to provide the legal services as defined in the Scope of Services.

SUBMITTAL REQUIREMENTS AND EVALUATION CRITERIA

C. COVER LETTER / SUMMARY

The proposal must include a cover letter which identifies the proposing firm or attorney, mailing address, contact person, email and telephone number. The cover letter must acknowledge the receipt of all addenda issued as part of this RFP and be signed by the individual who is authorized to negotiate and execute a contract on behalf of the proposing firm or attorney. Cover letters must also include:

1. A brief history of the firm/attorney including:

a. Areas of practice offered by the firm/attorney

b. Office location(s)

c. Number of employees

2. A description of firm or individual that will be supporting the firm’s/attorney’s response, including:

a. A brief description of the firm/individuals(s)

b. A brief description of role, or respective roles/services to be provided

D. EVALUATION CRITERIA

Proposals submitted in response to this RFP will be evaluated by comparing the quality, completeness and competitiveness of each proposal with the following evaluation criteria and the needs of the LCLBC. Failure to comply with the instructions of this RFP will be cause for rejection of submittals. The LCLBC reserves the right to seek additional information to clarify responses to this RFP. The criteria for selection of the firm/attorney may include, but not be limited to, the following:

a. Proposal’s ability to meet the scope of services

b. Firm’s or attorney’s experience with land banks and experience of personnel assigned to the work

c. Organizational capacity

d. Cost of services

e. MWBE participation (if any)

f. Proposal is in the best interest of the LCLBC and its mission

Minority and women-owned businesses are strongly encouraged to apply.

A. INTERVIEWS

At the LCLBC’s option, formal interviews may be conducted in-person, over a conference call or another mutually agreeable medium to clarify and elaborate on any Respondent(s) proposal, including finalists. If requested, attendance at such an interview is mandatory. A Selection Committee comprised of LCLBC board members and others deemed appropriate by the LCLBC Board will review qualifications in accordance with the evaluation criteria set forth herein and in accordance with LCLBC policies.

Interviews are anticipated the weeks of May 12 – 29, 2025 depending on schedules.

B. AWARD

LCLBC reserves the right to make multiple awards with regard to this RFP if it is determined to be in the best interests of LCLBC.

C. CONTRACT / INSURANCE REQUIREMENTS

The awarded Respondent shall provide the LCLBC with insurance certificates as detailed in Appendix C.

All certificates shall be with a New York State licensed carrier of insurance. Within two (2) business days of having received any notice of non-renewal, cancellation, termination, or rescindment for any type of insurance required herein, the Respondent shall provide the LCLBC with a copy of such notice, either by facsimile or email, together with an explanation of any efforts taken to reinstate such coverage. The Respondent may not cancel, terminate or fail to renew any insurance policy required herein, unless and until the Respondent has received the LCLBC’s written

SELECTION PROCESS

consent thereto.

D. QUESTIONS

Questions pertaining to this RFP and the required services are to be sent to the attention of Nate Cole, Community Development Specialist via email at NateCole@co.livingston.ny.us no later than April 25, 2025 at 2:00 p.m. Only written requests for information will be accepted.

The questions received and all responses will be posted on the Livingston County Land Bank’s website:

www.LivingstonCountyLandBank.org. It will be the responsibility of each Respondent to check the website for answers to questions.

E. SELECTION CRITERIA

Selection Criteria Total Possible Points

Responsiveness of the proposal in clearly demonstrating an understanding of the RFP and the scope of services.

Consultant’s approach to this engagement as supported by the quality, depth and completeness of the submitted work plan.

Consultant’s qualifications, experience, and capacity to perform, as well as completeness of the Consultant’s profile.

Cost of proposal 35 Total 100

F. PUBLIC RECORDS AND DISCLOSURE

All proposals submitted in response to this RFP will become the property of the LCLBC and will be subject to disclosure pursuant to New York State law, except those portions of a proposal that a Respondent requests exemption from disclosure consistent with New York State law. The LCLBC will take reasonable measures to hold in confidence all proposal contents but shall not be liable for the release of any information when required by law or court order.

After award, the awarded contract between the LCLBC and the successful Respondent will be a public document and no part of the contract can be designated as “Confidential”. Unless this RFP is cancelled, proposals and evaluation results will not be made part of the public record until the LCLBC has entered into an agreement for services.

G. PROPOSER OFFER, WITHDRAWAL AND MODIFICATION

By submitting a proposal in response to the RFP, each Respondent agrees their proposal is a binding offer to perform the work described in this RFP for a period of ninety (90) calendar days from the date proposals are due.

This period may be extended upon the mutual agreement between the LCLBC and a Respondent. Proposals may be withdrawn or modified prior to the proposal due date and time by submitting a written request to the point of contact for this RFP. Proposals may NOT be withdrawn or modified after the proposal due date and time unless the LCLBC agrees to withdrawal or modification in writing.

H. DEFENSE AND INDEMNIFICATION

A successful Respondent shall defend, indemnify and hold harmless the LCLBC, its employees and agents, from and against all claims, damages, losses and expenses (including, without limitation, reasonable attorneys’ fees) arising out of, or in consequence of, any negligent or intentional act or omission of the successful firm or attorney, its employees or agents, to the extent of its or their responsibility for such claims, damages, losses and expenses.

The following language is an example of the LCLBC’s indemnification clauses expected of the successful mailto:NateCole@co.livingston.ny.us http://www.livingstoncountylandbank.org/

Respondent(s), which will be finalized as part of the awarded contract:

a. To the fullest extent permitted by applicable law, the Consultant shall indemnify, defend, and hold harmless the Land Bank, and its contractors, officers, directors, servants, agents, representatives and employees (each, individually, and “Indemnified Party” and, collectively, the “Indemnified Parties”), from and against any and all liabilities, damages, losses, costs, expenses (including, without, limitation, any and all reasonable attorneys’ fees and disbursements), causes of action, suits, claims, damages, penalties, obligations, demands or judgments of any nature, including, without limitation death, personal injury and property damage (collectively, “ Damages”) incurred by any Indemnified Party to the extent caused by (i) any breach of this Agreement by the Consultant, its contractors, subcontractors, officers, directors, members, servants, agents, representatives or employees, or (ii) the malfeasance, misfeasance, nonfeasance, negligence, unlawful act or omission, or intentional misconduct of the Consultant, its subcontractors, officers, directors, members, servants, agents, representatives or employees, arising out of or in connection with this Contract or the Services to be performed hereunder.

b. The Consultant shall be solely responsible and answerable in damages for any and all accidents or injuries to persons (including death) or property arising out of or related to the services to be rendered by the Consultant, or any Subcontractor pursuant to this Contract. Consultant’s obligations under this section shall survive termination of the agreement.

I. FINAL AGREEMENT

The Respondents selected from this RFP will be invited to enter into an agreement for professional services with the LCLBC. Agreements must be in a form approved by the LCLBC in its sole discretion. Being invited to enter into an agreement through this RFP is not a commitment by the LCLBC to enter into an agreements nor shall it bind the LCLBC in any way. Agreements will only become effective upon execution by both parties. Certain professional service agreements are subject to approval by the LCLBC’s Board of Directors as determined by the

LCLBC.

The work contemplated by the LCLBC is professional in nature. The successful Respondent must be competent to perform the services identified herein and be financially solvent.

This RFP shall not create a legal obligation on the part of the LCLBC or any Respondents. The LCLBC reserves the right, in its sole discretion, to amend, suspend, terminate or reissue this RFP, in whole or in part, at any stage. The LCLBC shall not be liable to Respondents for any costs incurred in connection with the RFP process.

Submissions shall be deemed property of the LCLBC.

Equal Employment Opportunity (EEO) Policy Statement

a. The LCLBC will not discriminate against any employee or applicant for employment because of race, creed, color, national origin, sex, age, disability or marital status, will undertake or continue existing programs of affirmative action to ensure that minority group members are afforded equal employment opportunities without discrimination, and shall make and document its conscientious and active efforts to employ and utilize minority group members and women in its work force on State contracts.

b. All Respondents to this RFP will be afforded equal employment opportunities without discrimination because of race, creed, color, national origin, sex disability or marital status.

c. At the request of the LCLBC’s Grantor funding this project, the LCLBC shall request each employment agency, labor union, or authorized representative for a statement that it will not discriminate on the basis of race, creed, color, national origin, sex, age, disability or marital status and that such union or representative will affirmatively cooperate in the implementation of this organization's obligations herein.

d. The hired Respondent shall comply with the provisions of the Human Rights Law, all other state and federal statutory and constitutional non-discrimination provisions. Respondent and all subconsultant(s) shall not discriminate against any employee or applicant for employment because of race, creed (religion), color, sex, national origin, sexual orientation, military status, age, disability, predisposing genetic characteristic, marital status or domestic violence victim status, and shall also follow the requirements of the Human Rights Law with regard to nondiscrimination on the basis of prior criminal conviction and prior arrest.

e. The LCLBC will include the provisions of sections (a) through (d) of this agreement in every contract in such a manner that the requirements of the subdivisions will be binding upon each contractor as to work in connection with the grant contract.

MWBE Policy Statements

LCLBC is required by the Homes and Community Renewal (HCR) grant agreement to achieve twenty

(20) percent MBE and ten (10) percent WBE utilization. The LCLBC will and will cause its contractors and subcontractors to take good faith actions to achieve the M/WBE contract participations goals set by the State for that area in which the State-funded project is located, by taking the following steps:

a. Actively and affirmatively solicit bids for contracts and subcontracts from qualified State certified MBEs or WBEs, including solicitations to M/WBE contractor associations.

b. Request a list of State-certified M/WBEs from Agency(ies) and solicit bids from them directly.

c. Ensure that plans, specifications, request for proposals and other documents used to secure bids will be made available in sufficient time for review by prospective M/WBEs.

d. Where feasible, divide the work into smaller portions to enhanced participations by M/WBEs and encourage the formation of joint venture and other partnerships among M/WBE contractors to enhance their participation.

e. Document and maintain records of bid solicitation, including those to M/WBEs and the results thereof.

Contractor will also maintain records of actions that its subcontractors have taken toward meeting M/WBE contract participation goals.

f. Ensure that progress payments to M/WBEs are made on a timely basis so that undue financial hardship is avoided, and that bonding and other credit requirements are waived or appropriate alternatives developed to encourage M/WBE participation.

APPENDIX A

The parties to the attached contract, license, lease, amendment or other agreement of any kind (hereinafter "the contract" or "this contract") agree to be bound by the following clauses which are hereby made a part of the contract. The word "Contractor" herein refers to any party to the contract, other than the Livingston County Land Bank Corporation (herein after "Land Bank").

I. NON-ASSIGNMENT CLAUSE. In accordance with Section 109 of the General

Municipal Law, this contract may not be assigned by the contractor or its right, title or interest there in assigned, transferred, conveyed, sublet or otherwise disposed of without the previous consent, in writing, of the Land Bank and any attempts to assign the contract without the Land Bank’s written consent are null and void.

II. WORKER'S COMPENSATION BENEFITS. In accordance with Section 108 of the

General Municipal Law, this contract shall be void and of no force and effect unless the Contractor shall provide and maintain coverage during the life of this contract for the benefit of such employees as are required to be covered by the provisions of the Workers' Compensation Law.

III. NON-DISCRIMINATION REQUIREMENTS. In accordance with Article 15 of the

Executive Law (also known as the Human Rights Law) and all other State and Federal statutory and constitutional non-discrimination provisions, the Contractor will not discriminate against any employee or applicant for employment because of race, creed, color, sex, national origin, age, disability 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 of materials, equipment or supplies, and to the extent that this contract shall be performed within the State of New York, Contractor agrees that neither it nor its subcontractors shall, by reason of race, creed, color, disability, sex or national origin: (a) discriminate in hiring against any New York State citizen who is qualified and available to perform the work; or

(b) discriminate against or intimidate any employee hired for the performance of work under this contract. If this is a building service contract as defined in Section 230 of the Labor Law, then, in accordance with Section 239 thereof, Contractor agrees that neither it nor its subcontractors shall, by reason of race, creed, color, national origin, age, sex or disability: (a) discriminate in hiring against any New York State citizen who is qualified and available to perform the work; or (b) discriminate against or intimidate any employee hired for the performance of work under this contract.

IV. HOURS PROVISIONS. If this is a public work contract covered by Article 8 of the

Labor Law or a building service contract covered by Article 9 thereof, neither Contractor's employees nor the employees of its subcontractors may be required or permitted to work more than the number of hours or days stated in said statute, except as otherwise provided in the Labor Law and as set forth in prevailing wage and supplement schedules issued by the State Labor Department.

V. NON-COLLUSIVE BIDDING REQUIREMENT. In accordance with Section 103-d of the General Municipal 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 at restricting competition. Contractor further warrants that, at the time Contractor submitted its bid, an authorized and responsible person executed and delivered to the Land Bank a non-collusive bidding certification on Contractor's behalf.

VI. SET-OFF RIGHTS. The Land Bank shall have all of its common law and statutory rights of set-off. These rights shall include, but not be limited to, the Land Bank's option to withhold for the purposes of set-off any moneys due to the Contractor under this contract up to any amounts due and owing to the Land Bank with regard to this contract.

VII. RECORD-KEEPING REQUIREMENT. The Contractor shall establish and maintain complete and accurate books, records, documents, accounts and other evidence directly pertinent to performance under this contract for a period of six (6) years following final payment or the termination of this contract, whichever is later, and any extensions thereto.

Any person or entity authorized to conduct an examination, as well as the agency or agencies involved in this contract, shall have access to such books, records, documents, accounts and other evidential material during the contract term, extensions thereof and said six (6) year period thereafter for the purposes of inspection, auditing and copying.

"Termination of this contract", as used in this clause 10, shall mean the later of completion of the work of the contract or the end date of the term stated in the contract.

VIII. CONFLICTING TERMS. In the event of a conflict between the terms of the contract

(including any and all attachments thereto and amendments thereof) and the terms of this Appendix A, the terms of this Appendix A shall control.

IX. GOVERNING LAW. This contract shall be governed by the laws of the State of New

York except where the Federal supremacy clause requires otherwise.

X. NO ARBITRATION AND SERVICE OF PROCESS. Disputes involving this contract, including the breach or alleged breach thereof, may not be submitted to binding arbitration (except where statutorily authorized) but must, instead, be heard in a court of competent jurisdiction of the State of New York. All actions shall be venued in Livingston County.

Contractor hereby consents to service of process upon it by registered or certified mail, return receipt requested.

XI. BUDGETED FUNDS. This contract is executory only to the extent of funds available and the Land Bank shall incur no liability beyond the funds appropriated therefore.

XII. APPROVAL OF BOARD OF DIRECTORS. This contract is subject to and conditioned upon approval by the Livingston County Land Bank Corporation’s Board of Directors.

XIII. INCORPORATION. The main contract contains a paragraph incorporating the terms of this appendix by reference and the parties herein have further signed and dated this appendix.

Livingston County Land Bank Corporation

Contractor

(Signature of Authorized Official Required)

APPENDIX B

The parties to the attached contract, license, lease, amendment or other agreement of any kind (hereinafter "the contract" or "this contract") agree to be bound by the following clauses which are hereby made a part of the contract. The word "Contractor" herein refers to any party to the contract, other than the Livingston County Land Bank Corporation (herein after "Land Bank").

I. The Land Bank shall have the right to postpone, suspend, abandon or terminate this contract, and such actions shall in no event be deemed a breach of contract. In the event of any termination, postponement, delay, suspension or abandonment, the Contractor shall deliver to the Land Bank all data, reports, plans, or other documentation related to the performance of this contract, including but not limited to guarantees, warranties, as-built plans and shop drawings. In any of these events, the Land Bank shall make settlement with the Contractor upon an equitable basis as determined by the Land Bank, which shall fix the value of the work which was performed by the Contractor prior to the postponement, suspension, abandonment or termination of this contract. This clause shall not apply to this contract if the contract contains other provisions, exclusive of termination date, applicable to postponement, suspension or termination of the contract.

II. The Contractor agrees that it will indemnify and save harmless the Land Bank from and against all losses from claims, demands, payments, suits, actions, recoveries and judgments of every nature and description brought or recovered against it by reason of and to the extent of any negligent omission or act of the contractor, its agents, employees, or subcontractors in the performance of this contract. This indemnification shall include all costs and disbursements incurred by the Land Bank in defending any suit, including attorneys' fees. Furthermore, at the option of the Land Bank, the Contractor shall provide defense for and defend all claims, demands and causes of action referred to above, and bear all other costs and expenses related thereto. The Contractor shall not be required to indemnify the Land Bank for any damage or loss arising out of the negligence or willful misconduct of the Land Bank, it’s agents or employees.

A. The Contractor warrants that to the best of the contractor's knowledge and belief, there are no relevant facts or circumstances which could give rise to an organizational conflict of interest, as herein defined, or that the Contractor has disclosed all such relevant information to the Land Bank.

B. An organizational conflict of interest exists when the nature of the work to be performed under this contract may, without some restriction on future activities, either result in an unfair competitive advantage to the Contractor or impair the Contractor's objectivity in performing the work for the Land Bank.

C. The Contractor agrees that if an actual or potential organizational conflict of interest is discovered after award, the contractor will make a full disclosure in writing to the Land Bank. This disclosure shall include a description of actions which the Contractor has taken or proposes to take, after consultation with the Land Bank, to avoid, mitigate, or minimize the actual or potential conflict.

D. Remedies - The Land Bank may terminate this contract in whole or in part, if it deems such termination necessary to avoid an organizational conflict of interest.

If the Contractor was aware, or discovered an actual or potential conflict after award and did not disclose or misrepresented relevant information to the Land

Bank, the Land Bank may terminate the contract, or pursue such other remedies as may be permitted by the law or this contract. The terms of Clause I of this Appendix B or other applicable contract provision regarding termination shall apply to termination by the Land Bank pursuant to this clause.

E. The Contractor further agrees to insert in any subcontract hereunder, provisions which shall conform to the language of this clause.

IV. All requests for payment by the Contractor must be submitted on forms supplied and approved by the Land Bank. Each payment request must contain such items of information and supporting documentation as required by the Land Bank, and shall be all inclusive for the period of time covered by the payment request.

V. To the extent that federal funds are provided to the Contractor under this contract, the

Contractor agrees that it will comply with all applicable federal laws and regulations, including but not limited to those laws and regulations under which the Federal funds were authorized.

The Contractor further agrees to insert in any subcontract hereunder, provisions which shall conform substantially to the language of this clause, including this paragraph.

VI. The Contractor shall have the status of an independent contractor, and in accordance with such status, agrees that it will conduct itself in a manner consistent with such status, and that it will neither hold itself out as, nor claim to be, an officer or employee of the Land Bank by reason of this contract. It further agrees that it will not make against the Land Bank any claim, demand or application to or for any right or privilege applicable to an officer or employee of the Land Bank, including but not limited to worker's compensation coverage, unemployment insurance benefits, social security coverage, or retirement membership or credit.

VII. In the event of a conflict between the terms between this Appendix B and the terms of the Contract (including any and all attachments thereto and amendments thereof, but not including Appendix A), the terms of this Appendix B shall control. In the event of a conflict between the terms of this Appendix B and Appendix A, the terms of Appendix A shall control.

VIII. The main contract shall contain a paragraph incorporating the terms of this appendix by reference and the parties therein shall further sign and date this appendix.

Livingston County Land Bank Corporation

APPENDIX C

LIVINGSTON COUNTY LAND BANK CORPORATION

STANDARD CONTRACT INSURANCE REQUIREMENTS

I. Notwithstanding any terms, conditions or provisions, in any other writing between the parties, the contractor hereby agrees to effectuate the naming of the Livingston County Land Bank Corporation as an additional insured on the contractor's insurance policies, with the exception of workers' compensation and professional errors and omissions.

The contractor must provide an additional insured endorsement. A statement on the contractor’s insurance certificate that the Livingston County Land Bank Corporation is an additional insured is not sufficient. The form of the additional insured endorsement must be approved by the Livingston County Land Bank Corporation’s Attorney.

II. The policy naming the Livingston County Land Bank Corporation as an additional insured shall:

• Be an insurance policy from an A.M. Best rated "secured" New York State licensed insurer;

• State that the organization's coverage shall be primary coverage for the Livingston County Land Bank Corporation, its Board, employees and volunteers. Any insurance maintained by the Livingston County Land Bank Corporation shall be in excess of the contractor’s insurance, and shall not contribute with it.

III. The contractor agrees to indemnify the Livingston County Land Bank Corporation for any applicable deductibles or self insurance reserves.

IV. Required Insurance:

• Commercial General Liability Insurance, including Completed Operations Coverage for construction contracts $1,000,000 per occurrence/ $2,000,000 aggregate per project.

• Workers' Compensation

Statutory Workers' Compensation and Employers' Liability Insurance for all employees.

• Professional Errors and Omissions Insurance (If professional service contract)

$1,000,000 per occurrence/ $2,000,000 aggregate for the negligent professional acts of the contractor.

V. The contractor is to provide the Livingston County Land Bank Corporation with a certificate of insurance, evidencing the above requirements have been met, prior to the commencement of work or use of facilities and upon each renewal thereafter.

Contractor or its insurance carrier(s) shall provide the Livingston County Land Bank Corporation with thirty (30) days prior written notice of cancellation, reduction of insurance or material coverage change of the required insurance policies. Such notice shall be mailed to the Livingston County Land Bank

Corporation, Livingston County Government Center, 6 Court Street, Room 305, Geneseo, New York 14454 and shall include the date and subject matter of the original contract. Contractor acknowledges that failure to obtain such insurance on behalf of the Livingston County Land Bank Corporation, or the failure to provide such notices, constitutes a material breach of contract and subjects it to liability for damages, indemnification and all other legal remedies available to the Livingston County Land Bank Corporation, including termination of the contract.

The failure of the Livingston County Land Bank Corporation to object to the contents of the certificate or the absence of same shall not be deemed a waiver of any and all rights held by the Livingston County Land Bank Corporation.

VI. If at any time any of the policies required herein shall be or become unsatisfactory to the Livingston County Land Bank Corporation, as to form or substance, or if a company issuing any such policy shall be or become unsatisfactory to the Land Bank, the contractor shall upon notice to that effect from the Land Bank, promptly obtain approval and submit a certificate thereof. Upon failure of the contractor to furnish, deliver, and maintain such insurance, the Agreement, at the election of the Land Bank, may be declared suspended, discontinued or terminated. Failure of the contractor to take out, maintain, or the taking out or maintenance of any required insurance, shall not relieve the contractor from any liability under the Agreement, nor shall the insurance requirements be construed to conflict with or otherwise limit the contractual obligations of the contractor concerning indemnification. All property losses shall be made payable to and adjusted with the Land Bank.

In the event that claims, for which the Livingston County Land Bank Corporation may be liable, in excess of the insured amounts provided herein are filed by reason of any operations under the Agreement, the amount of excess or such claims or any portion thereof, may be withheld from payment due or to become due the contractor until such time as the contractor shall furnish such additional security covering such claims in form satisfactory to the Land Bank.

VII. ADDITIONAL INSURED ENDORSEMENT AND CERTIFICATE OF

INSURANCE:

The contractor shall file with the Livingston County Land Bank Corporation, prior to commencing work under this contract, an additional insured endorsement and a Certificate of Insurance, which shall include:

a. Name and address of insured

b. Issue date of certificate

c. Insurance company name

d. Type of coverage in effect

e. Policy number

f. Inception and expiration dates of policies included on certificate

g. Limits of liability for all policies included on certificate

h. Certificate holder shall be Livingston County Land Bank Corporation, Livingston

County Government Center, 6 Court Street, Room 305, Geneseo, New York 14454- 1043.

i. Description of contract for which insurance is being provided.

j. Insurance agents name, address and phone number.

Date

Appendix D

PROPOSER CERTIFICATION

Each Proposer must initial each section below, complete the signature block and return this page with their proposal.

Failure to do so may be grounds for proposal rejection.

1. You acknowledge receipt of addenda number through or N/A.

2. If awarded an Agreement from this RFP, prior to Agreement execution, you agree to satisfy all compliance requirements listed in this RFP.

3. To the best of your knowledge, your firm is not in violation of any local, state or federal tax law.

4. You certify your proposal is genuine and not made in the interest of or on behalf of any undisclosed person, firm or corporation; you have not solicited or induced any person, firm or corporation to refrain from proposing and you have not sought by collusion or fraud to obtain any advantage over any other Proposer or LCLBC.

5. You certify that a) your firm has no business or person relationships with any other company or person that could be considered a conflict of interest to LCLBC; and b) the Key Personnel identified to perform work under an awarded Agreement and/or the principals of your firm do not have any business or personal relationships with any LCLBC officer or employee that is clearly disclosed in your proposal.

6. The undersigned warrants that he / she is an authorized representative of the Proposer; has read, understands and agrees to be bound by all RFP instructions, work requirements and Agreement terms and conditions contained herein (including all addenda issued for this RFP); that the information provided in your proposal is true and accurate; and that providing incorrect or incomplete information may be cause for proposal rejection or Agreement termination.

SIGNATURE BLOCK

Respondent’s Legal Business Name:

Signature: Date of Proposal:

Printed Name & Title:

Phone Number: Email Address:

Mailing Address:

Primary Point of Contact for this Proposal (if different):

Phone Number: Email Address:

Appendix E

REQUIRED FORMS

PRICE PROPOSAL FORM

A detailed fee schedule must be attached. The fee schedule supplied will include all items of labor, materials, travel, equipment, and other costs necessary to fully provide services.

The undersigned proposes to complete the required services as set forth in the enclosed RFP document. The successful Consultant(s) shall be obligated to furnish said services at the price set forth in its proposal.

Please print all information other than the authorized signature.

FIRM NAME ADDRESS

SIGNATURE NAME / TITLE

DATE TELEPHONE

EMAIL

STANDARD CLAUSES

FOR HOUSING TRUST FUND CORPORATION CONTRACTS

By submission of this proposal, each respondent and each person signing on behalf of any firm agree to be bound by the following clauses if entered into a contract.

A. Contracting with Business Conducting Business in Russia. In accordance with New York State Executive Order No. 16 (“EO 16”), by signing this Agreement, the Recipient certifies and affirms that it o does not conduct business operations in Russia within the meaning of EO 16;

o does conduct business operations in Russia within the meaning of EO 16 but has taken steps to wind down business operations in Russia or is in the process of winding down business operations in Russia; and/or o does conduct business operations in Russia within the meaning of EO 16 but only to the extent necessary to provide health and safety services within Russia or to comply with Federal law, regulations, executive orders, or directives. A copy of EO 16 may be downloaded at: https://www.governor.ny.gov/sites/default/files/2022-03/EO_16.pdf.

B. Iran Divestment Act. By entering into this Agreement, Recipient certifies in accordance with State

Finance Law 165-a that it is not on the list of “Entities…