Livingston County Land Bank Corporation

Request for Proposals

Income Monitoring and Compliance Services

Issue Date: May 28, 2026 Deadline: July 13, 2026

Time: 2:00 PM Interviews: July 16, 2026

Purpose

The purpose of this Request for Proposals (RFP) is to select a qualified Consultant or firm to provide income verification and compliance monitoring services for the Livingston County Land Bank Corporation (hereafter referred to as the "Land Bank"). These services will support the Land Bank's administration of housing programs including, but not limited to, the New York State Vacant Rental Program (VRP) and Mobile and Manufactured Home Replacement Program (MMHR), as well as any future housing programs requiring similar income verification and compliance monitoring services.

The Land Bank seeks to engage a qualified professional services provider to conduct all income eligibility verifications and ongoing compliance monitoring activities required under these programs. The selected Consultant will work directly with program participants (property owners, tenants, and homeowners) and report to the Land Bank, which serves as the Local Program Administrator (LPA) for VRP and as a subrecipient under MMHR.

Background

Vacant Rental Program (VRP) The Land Bank has been awarded $2,500,000 of VRP funding from New York Housing Trust Fund Corporation funding for the rehabilitation of 1-5 unit vacant rental properties in Livingston County. Property owners who receive VRP assistance must rent assisted units to income-qualified tenants (at or below 60% or 80% Area Median Income depending on award type) at restricted rent levels for a ten (10) year Regulatory Period.

The Land Bank serves as the Local Program Administrator for this program with New York State Homes and Community Renewal (HCR) as the State agency responsible for the grant.

Mobile and Manufactured Home Replacement Program (MMHR) Livingston County has been awarded $500,000 in MMHR funding from New York State Housing Trust Fund Corporation with the Land Bank serving as a subrecipient of this funding. The MMHR Program provides funding to replace dilapidated mobile or manufactured homes with new manufactured housing. Eligible homeowners must have household incomes at or below 80% Area Median Income. Assisted properties are subject to a ten (10) year Regulatory Period requiring continued owner-occupancy.

Livingston County serves as the LPA for MMHR, with the Land Bank responsible for income monitoring activities.

Future Programs The Land Bank anticipates administering additional housing programs that may require similar income verification and compliance monitoring services. Provided that these future proposals do not require the Land Bank to undertake a separate procurement process for such services, the awarded Consultant should be prepared to expand services through contract amendments or task orders based on the pricing proposed in this RFP as future programs are acquired.

Estimated Volume The following volume estimates are provided for proposal planning purposes only.

Actual volumes may vary based on program activity and future grant awards.

VRP Program: Volume will vary based on grant funding levels and property owner participation. The Land Bank estimates plan on expending the full $2,500,000 which will assist an estimated 40 units.

MMHR Program: Approximately 4 homeowner units currently projected under the existing grant agreement.

Scope of Services

The following scope of work outlines the services required under this RFP. Tasks are organized by program, with common administrative tasks applicable to all programs.

The Consultant is encouraged to propose efficient methods for delivering these services while meeting all program requirements.

TASK 1: VRP Initial Income Eligibility Verification

1. The Consultant will verify tenant household income eligibility prior to initial lease execution for each VRP-assisted unit, ensuring compliance with applicable income limits (60% or 80% AMI based on award type).

2. The Consultant will collect and review appropriate income documentation from prospective tenants, which may include pay stubs, tax returns, benefit statements, employer verification, or approved income proxies (e.g., documentation of participation in other income-restricted programs such as SNAP or WIC).

3. The Consultant will calculate total household income using HUD-published Area Median Income limits for the applicable geography and household size.

4. The Consultant will coordinate with property owners throughout the income eligibility verification process.

5. The Consultant will provide written determination of eligibility or ineligibility to the Land Bank within a reasonable timeframe.

6. Establish and maintain a documented protocol for addressing prospective tenants who are non-responsive or uncooperative during the income verification process, including reasonable follow-up efforts, notification to the property owner when verification cannot be completed, and record keeping of all contact attempts and outcomes.

Note: If tenant’s household income increases above the income limit after signing a lease, the tenant may continue to occupy the unit and may continue to renew their lease. Tenant income verification is only required for the selection of a new tenant.

Deliverables: Income Eligibility Determination Report for each prospective tenant, including supporting documentation and calculation methodology. Protocol for non-responsive or uncooperative tenants established.

TASK 2: VRP Tenant Turnover Income Verification

1. The Consultant will verify income eligibility for all new tenants when tenant turnover occurs in VRP-assisted units during the ten-year regulatory period.

2. The Consultant will use the same verification procedures and documentation requirements as initial eligibility verification.

3. The Consultant will ensure income verification uses the most current HUD-published income limits in effect at the time of tenant selection.

Deliverable: Income Eligibility Determination Report for each new tenant during the regulatory period delivered to the Land Bank at the time of the turnover with accurate records of this maintained.

TASK 3: VRP Rent Limit Compliance Monitoring

1. The Consultant will calculate maximum allowable rent for each VRP-assisted unit using the Novogradac Rent & Income Limit Calculator and applicable utility allowance tables.

2. The Consultant will verify that property owners are charging rents that do not exceed the maximum rent limit, accounting for tenant-paid utilities.

3. The Consultant will recalculate and communicate updated rent limits to property owners annually when HUD publishes new AMI figures (typically April 1st each year).

4. The Consultant will complete the Maximum Rent Limit Worksheet provided by NYS Homes and Community Renewal for each assisted unit.

Deliverables: Completed Maximum Rent Limit Worksheet for each unit; Annual notification to property owners and Land Bank of updated rent limits.

TASK 4: VRP Annual Compliance Re-Certification

1. The Consultant will administer the annual compliance re-certification process, collecting signed certifications from each participating property owner confirming:

continued property ownership; income qualification of any new tenants;

compliance with maximum rent limits; and that assisted units are maintained in good operating condition.

2. The Consultant will review supporting documentation submitted with re-certifications, including copies of executed leases for any new tenants.

3. The Consultant will verify compliance with program requirements and identify any non-compliance issues.

4. The Consultant will follow up with property owners to resolve any identified deficiencies and document corrective actions.

5. The Consultant will provide grant coordination submitting any necessary documentation to HCR.

Deliverable: Annual Compliance Summary Report to the Land Bank documenting re-certification status for all assisted properties, including any identified deficiencies and resolution status.

TASK 5: VRP Owner Income Verification Monitoring

1. Where property owners are permitted to conduct their own tenant income verification, the Consultant will monitor that income qualification procedures are being performed correctly.

2. The Consultant will conduct spot-check reviews of at least 20% of all income verifications performed by property owners to ensure compliance with program requirements and report the findings to the Land Bank.

3. The Consultant will provide technical assistance to property owners on proper income verification procedures as needed.

4. If property owners are non-compliant the Consultant will notify them and exhaust all reasonable efforts to cure the non-compliance with documentation of efforts maintained.

Deliverable: Documentation of spot-check reviews conducted and findings; technical assistance documentation as applicable. Non-compliance issues cured if present and efforts to do so documented.

TASK 6: VRP Site Visit Inspections

1. The Consultant will conduct site visit inspections of at least 20% of all VRP-assisted units each year to confirm that units are in good operating order and condition and are not being neglected by property owners for maintenance.

2. The Consultant will document each site visit inspection and provide written communication to the property owner of any deficiencies identified or notice of no deficiencies.

3. The Consultant will schedule inspections to ensure each assisted unit is inspected at least twice over the ten-year Regulatory Period. Annual visits to each unit are not required.

Deliverables: Site Visit Inspection Reports for each unit inspected; written deficiency notices or clearance letters to property owners; Annual summary of inspections conducted.

TASK 7: MMHR Initial Income Eligibility Verification

1. The Consultant will verify homeowner household income eligibility for MMHR Program applicants, ensuring household income does not exceed 80% of Area Median Income.

2. The Consultant will collect and review appropriate income documentation from applicant homeowners (e.g., SSI statements, pay stubs, tax returns).

3. The Consultant will calculate total household income using HUD-published Area Median Income limits for the applicable geography and household size.

4. Income eligibility verification must be completed within 12 months of a Project Setup request to NYS Homes and Community Renewal.

5. Prepare a budget analysis that demonstrates the participant’s ability to afford any estimated increase in taxes, costs of participant funded upgrades to the unit, or loans incurred for the project.

Deliverable: Income Eligibility Determination Report for each MMHR applicant, including supporting documentation and calculation methodology.

TASK 8: MMHR Ownership and Residency Monitoring

1. The Consultant will monitor MMHR-assisted properties during the ten-year Regulatory Period to ensure continued compliance with ownership and primary residency requirements.

2. The Consultant will establish procedures to verify that assisted homeowners continue to own and occupy the assisted property as their primary residence.

3. The Consultant will identify and report any changes in ownership or residency status to the Land Bank promptly.

4. The Consultant will coordinate with the Land Bank on any non-compliance situations requiring recapture of program funds.

Deliverables: Annual ownership and residency verification documentation for each MMHR-assisted property; immediate notification to Land Bank of any identified non-compliance.

TASK 9: Record Keeping and Documentation

1. The Consultant will maintain complete and organized records of all income verification activities, compliance monitoring, and related correspondence.

2. The Consultant will retain all program records for a minimum of six (6) years following the end of the Regulatory Period, or longer if required by program regulations.

3. The Consultant will provide records to the Land Bank upon request and make records available for review by NYS Homes and Community Renewal or other authorized parties during audits or compliance reviews.

4. The Consultant will transfer all records to the Land Bank at contract termination or upon request.

Deliverables: Organized file system accessible to Land Bank; complete project files for each assisted property/household; records transfer at contract conclusion.

TASK 10: Reporting and Communication

1. The Consultant will provide annual compliance reports for each program to the Land Bank summarizing monitoring activities, compliance status, and any issues identified.

2. The Consultant will immediately notify the Land Bank of any significant compliance issues, potential fraud, or situations requiring urgent attention.

3. The Consultant will coordinate with Land Bank staff to support reporting requirements to NYS Homes and Community Renewal.

4. The Consultant will participate in regular meetings with Land Bank staff to discuss program status and coordination.

5. Accurate records are maintained throughout the project.

Deliverables: Annual Compliance Summary Report for each program, ad-hoc issue reports as needed, regular meetings attended, and documentation maintained.

TASK 11: Future Program Services (As Needed)

1. The Consultant will be available to provide income verification and compliance monitoring services for additional housing programs acquired by the Land Bank through contract amendments or task orders.

2. The Consultant will work with the Land Bank to understand the requirements of any new programs and develop appropriate monitoring procedures.

3. Pricing for future program services will be negotiated based on the fee structure established in the initial contract.

Deliverable: Services as defined in executed task orders or contract amendments.

Contract Term; Compliance with Funding Sources

The initial contract term shall be for a period of three (3) years from contract execution, with the option to renew annually thereafter at the mutual agreement of both parties.

Given the anticipated ten-year regulatory periods associated with VRP and MMHR grants, and potential add-on services for future housing programs the Land Bank may participate in, the Land Bank anticipates a long-term service relationship with the selected Consultant, subject to satisfactory performance. The selected Consultant will be required to enter into the attached consulting agreement with the Land Bank.

Funding for the services for which proposals are being sought pursuant to this RFP are being provided to the Land Bank through grant funding made available from the New York State Housing Trust Funding Corporation through its VRP and Land Bank Initiative programs. The selected Consultant will be required to comply with all applicable program requirements, which will be incorporated into the consulting agreement with the Land Bank.

MWBE Participation Goals

The Land Bank is required by the Housing Trust Fund Corporation as a condition of funding made available for the VRP to achieve twenty (20) percent MBE and ten (10) percent WBE participation.

The Land Bank will and will cause its contractors and subcontractors to take good faith actions to achieve the M/WBE contract participations goals set by the Stat 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.

Evaluation Criteria

Proposals will be evaluated based on the following criteria:

1. Experience with income verification and compliance monitoring for affordable housing programs

2. Knowledge of NYS housing programs (VRP, MMHR) or similar state/federal housing programs

3. Qualifications and experience of personnel assigned to perform services

4. Proposed methodology and approach to service delivery

5. Capacity to meet program timelines and scale services as needed

6. Cost effectiveness and reasonableness of proposed pricing

7. Quality of references from similar engagements

8. Proposal is in the best interest of the Livingston County Land Bank

Interviews

The Land Bank may, at its sole discretion, invite one or more respondents to participate in an interview as part of the evaluation process. Interviews are tentatively scheduled for July 16, 2026. Respondents selected for an interview will be notified following the initial evaluation of written proposals.

The purpose of the interview is to allow the Land Bank to further assess a respondent’s qualifications, approach, and capacity for performing the services described in this RFP.

Interviews may include questions regarding the respondent’s proposed methodology, experience with similar programs, staffing, and ability to meet program timelines.

Respondents should be prepared to have key personnel who would be assigned to this engagement available for the interview. The Land Bank reserves the right to make an award based solely on the written proposals without conducting interviews.

Submission of Proposal

SEALED PROPOSALS for the Income Monitoring and Compliance Services will be accepted at the Livingston County Land Bank, 6 Court Street, Room 305, Geneseo, NY 14454 until 2 p.m. on July 13, 2026. No fax or email submissions will be accepted.

Required submissions:

Envelope 1: The Consultant must provide 1 paper copy and 1 electronic copy of the technical proposal.

Envelope 2: The Consultant must provide 1 paper copy and 1 electronic copy of the Price Proposal.

Envelope 3: The Consultant must provide 1 set of the required forms.

The outside of the proposal package should be clearly marked “Livingston County Land Bank Income Monitoring and Compliance Services." The package should contain three separate envelopes, as follows:

1. Technical Proposal

1. Project approach for each task.

2. Statement of qualifications/experience with similar projects.

3. Names, positions, and responsibilities of key personnel involved in the project, including resumes.

4. Three references, including contact names and telephone number and/or email address.

2. Pricing Proposal

Proposers shall submit a detailed pricing proposal that clearly identifies the cost of services. The Land Bank is open to various pricing structures and encourages proposers to recommend the approach that best fits the nature of the services.

Possible pricing structures include, but are not limited to:

1. Per-verification fee (for initial and turnover income verifications)

2. Per-unit annual monitoring fee

3. Per-inspection fee for site visits

4. Hourly rates for specific services

5. Annual flat fee by program

6. Combination of the above

The pricing proposal should clearly define what is included in each fee and identify any assumptions regarding volume or scope. Proposers should indicate pricing for the initial three-year term and any proposed escalation for renewal periods.

3. Required Forms

1. Proposer Certification

2. Signed Land Bank Appendices

3. Certificate of Insurance listing Livingston County Land Bank, New York State, and New York State Housing Trust Fund Corporation as certificate holder

4. Additional Insured endorsement listing Livingston County Land Bank, New

York State, and New York State Housing Trust Fund Corporation as additional insured

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

Project Contact

Questions regarding this RFP must be submitted to:

Nate Cole Principal Community Development Specialist Phone: (585) 243-7563 Natecole@livingstoncountyny.gov 6 Court Street - Room 305 Geneseo, NY 14454

Questions must be received by July 6, 2026 Responses will be provided in writing and posted on livingstoncountylandbank.org by July 8, 2026

CONSULTING SERVICES AGREEMENT

[Income Monitoring and Compliance for VRP and MMHR Programs]

THIS AGREEMENT (“Agreement”), made the day of __________, 2026, by and between LIVINGSTON COUNTY LAND BANK CORPORATION, a New York not-for-profit corporation having offices at 6 Court Street, Room 305, Geneseo, New York 14454 (the “Land Bank”);

and [COMPANY NAME], a [entity type] with an address at [address of consultant] (“Consultant”).

RECITALS:

WHEREAS, the Land Bank is responsible for administering the New York State Vacant Rental Program (“VRP”) and Mobile and Manufactured Home Replacement Program (“MMHR”) in Livingston County, New York.

WHEREAS, on March ___, 2026, the Land Bank issued a request for proposals for the selection of a consultant to provide income verification and compliance monitoring services in connection with the VRP and MMHR programs; and

WHEREAS, at its __________, 2026 meeting of the Land Bank Board of Directors, Consultant was awarded the Work (as defined herein); and

WHEREAS, the Land Bank desires to engage Consultant to perform the Work, and Consultant has agreed to perform the Work in accordance with the terms and conditions of this Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

CONSULTANT SERVICES

1.1 Services. Land Bank hereby retains Consultant, and Consultant hereby agrees to perform the services, including progress reports and deliverables (the “Work”), in connection with the VRP and MMHR programs as described in the scope of services in Consultant’s response to the RFP, attached hereto as Exhibit A and made a part hereof, which is based upon the RFP attached hereto as Exhibit B and made a part hereof (collectively, the “Services”). Consultant agrees to perform the Services described in Exhibits A and B and in accordance with the terms of this Agreement.

1.2 Additional Services.

1.2.1 No additional services (“Additional Services”) beyond the scope of this Agreement shall be performed by Consultant unless Land Bank specifically directs in writing such work to be performed, and a written authorization for such work has been duly issued by Land

Bank, including services in connection with housing programs other than the VRP and MMHR programs. Any additional compensation for Additional Services shall be at rates negotiated between Land Bank and Consultant unless rates have previously been identified by Consultant in Exhibit B for such Additional Services. Land Bank may, at its option, process Additional Services as negotiated amendments to this Agreement.

1.2.2 Consultant shall promptly notify Land Bank in writing if Consultant is of the opinion that any work it is requested to perform is beyond the scope of this Agreement and constitutes Additional Services. Land Bank shall determine whether or not such work is in fact beyond the scope of this Agreement and constitutes Additional Services.

1.3 Time of Completion. Consultant shall perform the Services and any authorized Additional Services as expeditiously as is consistent with professional skill and care and the orderly progress of the project. The Services are anticipated to be needed for the VRP and MMHR programs through the term of each respective grant agreement and for a period of up to ten (10) years from the date of final inspection under the VRP and MMHR program (the “Compliance Period”).

ARTICLE II

COMPENSATION

2.1 Project Cost. Consultant shall perform the Services for an amount not to exceed [____________________] 00/100 Dollars ($__________) as further detailed in Consultant’s budget set forth in Exhibit A (the “Project Cost”). The Project Cost is inclusive of all expenses of Consultant for the Project, and no other compensation shall be paid to Consultant.

2.2 Payments to Consultant.

2.2.1 Consultant shall submit invoices and requests for payment in a form acceptable to Land Bank. Invoices may not be submitted more than once every thirty (30) days unless Land Bank otherwise directs in writing. Land Bank will review each invoice submitted for payment by Consultant within a reasonable period of time. If errors are detected in the invoice submitted for payment, the invoice will be promptly returned to Consultant for correction. No invoice for payment will be processed until the Work included therein has been deemed satisfactory by Land Bank.

2.2.2 Funding for payment of the Services is being provided to Land Bank through funding made available to Land Bank from VRP and the Land Bank Initiative (the “Grant Agreements”), each made available from the Housing Trust Fund Corporation (“HTFC”). The Grant Agreements set forth the terms and conditions upon which the HTFC will make such funding available to the Land Bank. A copy of the Grant Agreements are attached hereto as Exhibit C and made a part hereof.

ARTICLE III

CONSULTANT RESPONSIBILITIES

3.1 Standard of Performance. In performing the Services, Consultant shall exercise that degree of care, skill and professionalism ordinarily exercised under similar circumstances by members of the same profession practicing in the State of New York.

3.2 Licensing. Consultant represents that Consultant and its employees (and each of the Project Team members, as defined herein) are properly licensed and/or registered in the State of New York for the performance of the Services (to the extent such licensing or registration is required) and that Consultant, its employees and the Project Team members possess the skills, knowledge and ability to perform the Services in a competent and professional manner in accordance with this Agreement.

3.3 Personnel.

3.3.1 Principal-in-Charge. Consultant’s principal-in-charge for purposes of this

Project is [TBD].

3.3.2 M/WBE Goals. A minority-owned business enterprise (MBE) participation goal of twenty percent (20%) and woman-owned business enterprise (WBE) participation goal of ten percent (10%) shall apply to the Project. Consultant acknowledges and agrees that the M/WBE participation goals set forth in this Section 3.3.2 are a material requirement of this Agreement and Consultant’s agreement to meet or exceed the same is a material inducement for Land Bank to enter into this Agreement. Consultant shall exercise good faith efforts to accomplish the M/WBE workforce participation goals and shall comply with all M/WBE reporting requirements as the Land Bank may require.

3.3.4 Personnel Changes. Any changes in key personnel assignments made by Consultant shall be subject to prior approval of Land Bank without any additional cost to Land Bank. Such approval shall not be unreasonably withheld. Land Bank reserves the right to require removal of any person from participation in the performance of the Services upon showing of reasonable cause and at no additional cost to Land Bank.

3.4 Compliance with Laws. Consultant shall comply with the pertinent provisions of the laws, ordinances, rules and regulations of the United States, the State of New York, the County of Livingston and the laws of the municipality in which the Project will be carried out.

3.5 Compliance with Funding Source Requirements. The Grant Agreements are incorporated into this Agreement by reference and made a part hereof. Consultant agrees to undertake and accomplish its obligations under this Agreement in accordance with the terms of the Grant Agreements. Without limiting the generality of the foregoing, Consultant shall cooperate with Land Bank and comply with all reasonable requests made by the Land Bank as may be necessary to facilitate Land Bank’s performance of its obligations under the Grant Agreement, including compliance with all requests for information, documentation, inspections and audits made by HTFC.

3.6 Independent Contractor. Consultant shall perform the Services as an independent contractor and shall not be deemed by virtue of this Agreement to have entered into any partnership, joint venture, employer/employee or other relationship with Land Bank other than as a contracting party and independent contractor.

ARTICLE IV

LAND BANK RESPONSIBILITIES

4.1 Land Bank designates [TBD] as the representative authorized to act for and on Land

Bank’s behalf with respect to this Project (the “Land Bank Project Manager”). The Land Bank Project Manager, or their designee, shall examine any documents submitted by Consultant and promptly render decisions which pertain thereto to avoid unreasonable delay in the progress of the Services.

4.2 Land Bank shall render reasonable assistance and provide readily available data to Consultant in connection with Consultant’s performance of the Services under this Agreement.

Consultant shall make independent inquiry as to the reasonable correctness of such data if the correctness thereof appears doubtful on its face to Consultant.

ARTICLE V

PROJECT INFORMATION AND RECORDS

5.1 Consultant shall, at such time and in such form as Land Bank may require, furnish periodic reports concerning the status of the Project.

5.2 The books and records of Consultant relating to the Project shall be kept in a manner so that reports can be produced therefrom in accordance with generally accepted accounting principles.

5.3 Consultant shall make available at Land Bank’s place of business, on request, its complete file related to the Project.

5.4 All data, recommendations, reports and other materials developed in the course of the Project are confidential between Consultant and Land Bank 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 Land Bank. Notwithstanding the preceding sentence, Consultant shall cooperate fully with such third parties as Land Bank 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 the Project.

ARTICLE VI

OWNERSHIP AND USE OF DOCUMENTS

6.1 All reports, documents, work product and materials produced by Consultant pursuant to this Agreement shall upon delivery to Land Bank and payment to Consultant for the same, become the exclusive property of Land Bank, and Land Bank shall have the right to publish, transfer, sell, license and use all or any part of such reports, reports, documents, work product and materials without payment of any additional royalty, charge or other compensation to Consultant.

Consultant shall retain one set of reproducible documents. 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 documents, without the prior written approval of Land Bank, except that Consultant may retain copies of such reports and documents for marketing purposes and general reference use.

ARTICLE VII

INSURANCE

7.1 Consultant shall secure compensation and disability insurance for the benefit of, and keep insured during the term of this Agreement, such employees as are necessary to be insured in compliance with the provisions of the Workers’ Compensation Law of the State of New York.

This Agreement shall be voided at the election of Land Bank unless Consultant complies with this provision.

7.2 During the term of this Agreement, Consultant shall, at its sole cost, procure and maintain in full force and effect the following insurance coverages set forth in Exhibit D, attached hereto and made a part hereof.

7.3 Prior to commencing the Services, Consultant shall furnish Land Bank with certificates which shall in each instance show the name of the insurance carrier, policy number, effective date and expiration date and shall be signed by an authorized representative of the carrier.

Each certificate shall also state that in the event of any cancellation of said policy, Land Bank will receive thirty (30) days’ prior written notice of cancellation. The policies shall be written by insurance carriers licensed to do business in the State of New York and each carrier must be rated at least “A” Class “VII” in the most recently published Best’s Insurance Report. The insurance required by Section 7.2 shall be primary and non-contributory. Consultant shall cause Land Bank and the HTFC to be named as additional insureds for the coverages described in Exhibit D.

ARTICLE XIII

INDEMNIFICATION

8.1 To the fullest extent permitted by law, Consultant shall indemnify and hold harmless

Land Bank and the HTFC and their respective officers, directors, employees and agents from and against any and all damages, claims, losses, liabilities, costs and expenses (including without limitation reasonable attorneys’ fees) to the extent caused by (i) the breach by Consultant of any of the terms, conditions, representations and warranties set forth in this Agreement; and (ii) any negligent acts or omissions by Consultant in the performance of the Services provided hereunder.

ARTICLE IX

TERMINATION

9.1 Land Bank may at any time and in its sole discretion terminate this Agreement or postpone, suspend or delay all or any part of the Services and this Agreement upon seven (7) days written notice to Consultant. Consultant agrees to cause any agreement entered into by Consultant with any Project Team member to provide for an optional termination by Consultant similar to the provisions of this Section 9.1. In the event that Land Bank suspends, postpones or delays all or any part of the Services hereunder, Consultant shall cease the performance of such Services, and refrain from incurring any further costs, except to the extent authorized by Land Bank in writing.

9.2 Land Bank may terminate this Agreement upon the occurrence of any of the following events:

9.2.1 Consultant defaults in the performance of any of its obligations under this Agreement and such default shall continue for a period of seven (7) days after written notice from the Land Bank specifying the occurrence, omission or failure giving rise to such default.

9.2.2 The making by Consultant of any false, intentionally complete, or misleading representation in this Agreement, which includes, Consultant’s response to the RFP.

9.2.3 The filing by or against Consultant of a request or a petition for liquidation, reorganization, adjustment of debts, arrangement, adjudication as a bankrupt or similar relief under the bankruptcy, insolvency or similar laws of the United States or any state or territory thereof or any foreign jurisdiction; or the institution by or against Consultant of any formal or informal proceeding for the dissolution or liquidation of, settlement of claims against or winding up of affairs of Consultant, and with respect to any such request, petition or proceeding filed or instituted against Consultant, the failure to stay or dismiss same within sixty (60) days thereafter.

9.3 Upon termination of this Agreement under Section 9.1 or Section 9.2, Consultant shall not perform any further Services or incur any further costs, and shall deliver or make available to Land Bank all finished and unfinished drawings, specifications, reports, estimates, summaries, data and such other information and materials as Consultant may have prepared in connection with the Project.

9.4 In the event that Land Bank terminates this Agreement under Section 9.1, the fee to be paid to Consultant shall be based upon the value of the Services performed by Consultant to the date of termination. The value of the work performed by Consultant prior to the termination shall not include any allowance for consequential damages or anticipatory profit which Consultant might have made on the uncompleted portion of the work.

9.5 In the event that Land Bank terminates this Agreement under Section 9.2, Consultant shall be paid based upon the value of the services performed by Consultant to the date of termination, less any costs incurred by Land Bank in curing any default by Consultant and less any damages to which Land Bank is entitled as a result of such default. The remedies set forth in this Section 9.5 are in addition to any other remedies Land Bank may have at law or in equity against Consultant.

ARTICLE X

GENERAL PROVISIONS

10.1 Incorporation of Land Bank Appendices. Consistent with the terms set forth in Exhibit A, Appendix A and Appendix B are attached hereto and are incorporated herein and made part of this Agreement, and Contractor shall comply with the provisions of Appendix A and Appendix B.

10.2 Jurisdiction; Venue; Service of Process; Jury Trial. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be brought in New York State Supreme Court in the County of Livingston or the federal district court of the Western District of New York, which shall have exclusive jurisdiction over in connection with any such claim or controversy. Consultant hereby consents to New York jurisdiction as provided herein and agrees to waive any and all rights to change venue. Consultant further consents to the service of process in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to Consultant at its business address set forth in this Agreement, such service to become effective thirty (30) days after such mailing. Land Bank and Consultant hereby waive all rights to trial by jury regarding any claim or cause of action arising under or in any way related to this Agreement.

10.2 Assignment; Subcontracting. Land Bank has entered into this Agreement in order to receive the professional services of Consultant. Consultant shall not assign this Agreement or any of its rights, duties and obligations hereunder, including the subcontracting of the performance of all or any portion of the Services, without the prior written consent of Land Bank, which consent may be withheld by Land Bank in its sole discretion. Notwithstanding the foregoing, it is understood that Consultant has retained the Project Team members to perform portions of the Services, and Land Bank consents to the performance of such Services by the Project Team members subject to the terms and conditions set forth in this Agreement. Land Bank may make reasonable requests for information and data concerning any and all Project Team members under this Agreement, and Consultant hereby agrees to provide such information and data upon request.

10.3 Exculpatory Provision. Land Bank’s obligations under this Agreement shall be executory, except to the extent that sufficient funds are received by Land Bank for use in connection herewith. All covenants, stipulations, promises, agreements and obligations of Land Bank contained herein shall be deemed to be covenants, stipulations, promises, agreements and obligations of Land Bank and not of any member, director, officer, employee or agent of Land Bank in his or her individual capacity, and no recourse shall be had for any claim hereunder against any member, director, officer, employee or agent of Land Bank.

10.4 Governing Law. This Agreement shall be governed by and interpreted, construed and enforced in accordance with the laws of the State of New York without reference to conflicts of law principles.

10.5 Severability. The provisions of this Agreement shall be severable, and if any clause, sentence, paragraph, provision or other part hereof shall be adjudged by any court of competent jurisdiction to be invalid, such judgment shall not affect, impair or invalidate the remainder hereof, which remainder shall continue in full force and effect.

10.6 Waiver. No waiver shall be effective unless in writing, and no waiver by any party of any breach, default or violation of any term, warranty, representation, agreement, covenant, condition or provision hereof shall constitute a waiver of any subsequent breach, default or violation of the same or any other term, warranty, representation, agreement, covenant, condition or provision hereof.

10.7 Notices. All notices that may be given in connection with this Agreement shall be in writing and shall be delivered personally, or mailed, postage prepaid, by certified mail, return receipt requested, to the party at the address specified above or to such other address as may be hereafter designated in writing from time to time.

10.8 Captions. The captions herein are for convenience only and are not to be construed as a part of this Agreement, nor shall the same be construed to be defining or limiting in any way the scope or intent of the provisions hereof.

10.9 Construction. The parties agree that the rule of construction that ambiguities in a contract are to be construed against the party that drafted the contract shall not apply to the interpretation of this Agreement.

10.10 Entire Agreement; Amendment. Each party hereto acknowledges its full understanding of this Agreement, that there are no verbal promises, undertakings or agreements in connection herewith and that this Agreement may be modified only by a written agreement signed by the parties hereto. All previous negotiations and agreements between the parties hereto with respect to the transactions set forth herein are merged into this Agreement which fully and completely expresses the entire agreement between the parties, setting forth all of the parties’ rights and obligations.

10.11 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. In the event that any signature is delivered by facsimile transmission or by e-mail delivery in .PDF format, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or .PDF signature page were an original thereof.

IN WITNESS WHEREOF, the parties have signed this Agreement as of the date first written above.

LIVINGSTON COUNTY LAND BANK

CORPORATION

By: _____________________ Megan Crowe Executive Director

[CONSULTANT]

By: _______________________ Name:

Its:

[signature page to Consulting Services Agreement]

Exhibit A Consultant Proposal

See attached.

Exhibit B Request for Proposals

Exhibit C Grant Agreements

Exhibit D Insurance Requirements

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.