New York Codes, Rules and Regulations › Title 21 - Miscellaneous › Chapter L - New York State Urban Development Corporation › Part 4214 - Prompt Payment Policy Statement › Section 4214.6 - Schedule A-Conditions applicable to UDC consultant agreements

Current through Register Vol. 46, No. 28, July 10, 2024
ARTICLE I
RELATION OF CONSULTANT TO UDC
1.1 SUPERVISION BY UDC. The services to be
				performed by Consultant under this Agreement shall be subject to the general
				supervision and direction of UDC provided that neither UDC's exercise nor
				failure to exercise such supervision and direction shall relieve the Consultant
				of any of its obligations or responsibilities for its acts or failure to act in
				regard to this Agreement.
1.2
				CONSULTANT'S PERSONNEL. The Consultant shall designate in writing to UDC one
				individual, satisfactory to UDC, who shall be responsible for coordinating all
				of the services to be rendered by the Consultant and who shall be UDC's normal
				point of contact with the Consultant on matters relating to such services. Such
				individual shall be replaced upon UDC's written request.
1.3 APPROVAL OF SUBCONSULTANTS. The
				Consultant shall not employ, contract with or use the services of any
				consultant, special contractors, or other third parties (collectively
				"Subconsultant") in connection with the performance of its obligations under
				this Agreement without the prior written consent of UDC. The Consultant shall
				inform UDC in writing of the name, proposed service to be rendered, and
				compensation of the Subconsultant, and of any interest it may have in the
				proposed Subconsultant.
1.4
				CONSULTANT AS INDEPENDENT CONTRACTOR. Notwithstanding any other provisions of
				this Agreement, the Consultant's status (and that of any Subconsultant) shall
				be that of an independent contractor and not that of an agent or employee of
				UDC. Accordingly, neither the Consultant nor any Subconsultant shall hold
				itself out as, or claim to be acting in the capacity of an employee, or agent
				of UDC.
1.5 UDC'S REPRESENTATIVE.
				UDC will designate in writing to the Consultant an individual who will serve as
				UDC's Representative and normal point of contact for the Consultant in regard
				to this Agreement and the Consultant's services and obligations hereunder. UDC
				may from time to time change this designation by written notification to the
				Consultant.
1.6 APPROVALS OR
				ACCEPTANCE BY UDC. Whenever action is to be taken, or approval or acceptance
				given, by UDC, such action, approval or acceptance shall be deemed to have been
				taken or given only if so taken or given by UDC's Representative, by the
				official of UDC who signed this Agreement on behalf of UDC, or by another
				officer or employee of UDC duly designated by such signing officer to represent
				UDC in connection therewith. UDC shall notify the Consultant of the giving or
				withholding of each such approval or acceptance within a reasonable period of
				time. UDC's acceptance or approval of any specifications, drawings, plans,
				reports or other materials prepared by the Consultant hereunder shall in no way
				relieve the Consultant of responsibility for such materials.
1.7 CONFLICT-OF-INTEREST. The Consultant
				represents that:
(a) The Consultant has not
				now, and will not acquire, any interest, direct or indirect, present or
				prospective, in the project to which the Consultant's work relates or the real
				estate which is the subject of the project, or in the immediate vicinity
				thereof and has not employed and will not knowingly employ in connection with
				work to be performed hereunder any person or entity having any such interest
				during the term of this Agreement.
(b) No officer, employee, agent or director
				of UDC, or any of its subsidiaries shall be permitted to share in any benefit
				to arise herefrom.
(c) No officer,
				employee, agent or director of UDC, or any of its subsidiaries shall
				participate in any decision relating to this Agreement which affects his
				personal interest or the interests of any corporation, partnership, or
				association in which he is directly or indirectly interested; nor shall any
				officer, agent, director or employee of UDC, or any of its subsidiaries have
				any interest, direct or indirect, in this Agreement or the proceedings
				thereof.
(d) The Consultant shall
				cause, for the benefit of UDC, every contract or agreement with any
				Subcontractor to include the representations contained in subsections (a), (b),
				(c) of this Section
				1.7. The Consultant will take such
				action in enforcing such provisions as UDC may direct, or, at its option,
				assign such rights as it may have to UDC for enforcement by UDC.
1.8 NO BROKER. The Consultant
				represents that it has not employed any person, corporation or partnership, to
				solicit or procure this Agreement, and has not made, and will not make, any
				payment or agreement for the payment of any commission, percentage, brokerage
				or contingent fee, or other compensation in connection with the procurement of
				this Agreement.
1.9 NOTICE OF
				OVERRUNS AND DELAYS. The Consultant shall promptly give written notice to the
				UDC Representative of the occurrence of an event or action, the discovery of a
				condition or the failure of an event or action to occur or a condition to exist
				as anticipated, which may result in an increase in (a) the Compensation due
				Consultant; (b) reimbursable expenses and/or (c) the number of hours necessary
				to perform the work. The Consultant shall promptly give written notice to the
				UDC Representative of the occurrence of an event or action, or the discovery of
				a condition, or the failure of an event or action to occur or a condition to
				exist as anticipated, which may delay completion of the work (or extend the
				Completion Date).