5 October 2003

A previous FOI request for records of the initial Request for Proposals for preliminary planning and design of WTC redevelopment:

http://cryptome.org/wtc-foia.htm

Studio Daniel Libeskind Contract for Planning and Design of the World Trade Center Site

This material was obtained by Freedom of Information Law request to the Empire State Development Corporation (EDSC), the Lower Manhattan Development Corporation (LMDC) and the Port Authority of New York and New Jersey (Port Authority).

EDSC, as the parent agency of LMDC, responded to the request for New York State and directed LMDC to respond. The Port Authority, a joint states of New York and New Jersey agency, has so far only acknowledged receipt of the request.

CONTENTS

1. Initial FOI request

2. Initial response from the EDSC

3. Initial Response from the Port Authority

4. Second response from the EDSC

5. Examination of LMDC records

6. LMDC letter on copying records

7. Copies of records obtained

8. Board resolutions of March 13, April 10 and May 15, 2003

9. Studio Daniel Libeskind contract of July 10, 2003

10. LMDC Board Meeting Minutes Related to Planning and Design Contracts

1. Initial FOI request, first by e-mail, then, as directed by EDSC, sent again by regular mail.

John Young                   251 West 89th Street             New York, NY 10024
_____________________________________________________________
212-873-8700                              Fax: 212-787-6102                                  ya@pipeline.com

6 August 2003

Thomas P. Regan
Assistant Counsel
New York State Department of Economic Development
30 South Pearl Street
Albany, NY 12245

RE      Freedom of Information Request, World Trade Center

Dear Mr. Regan,

This responds to your e-mail directing that my electronic FOIL request today to LMDC, EDC and PANYNJ be sent by letter (copy of e-mail request attached):

This request is made under provisions of federal, state and local law governing freedom of information on governmental activities.

A. I request information and documents concerning proposals, review criteria, recommendations, final decision by Governor Pataki and contract(s) for the selection and contracting of Studio Daniel Libeskind as architect and planner for the World Trade Center.

B. I request information and documents concerning RFPs, bidders lists, proposals, review criteria, recommendations, and contracts for public relations services in connection with the promotion, publicity, planning, funding, design and construction of the World Trade Center.

Information requested for A and B includes but is not limited to:

1. Complete copies of all proposals submitted.

2. Proposal(s) review and evaluation criteria.

3. Criteria and recommendations for short-listing proposers.

4. Records of short-listed proposers interviews.

5. Criteria and methodology for recommending final selection.

6. Criteria and methodology for final selection.

7. Correspondence and records of communications concerning the proposals and selections among advisory and decisionmaking parties -- governmental and public.

8. Documentation on notification of losers and winner among the proposers.

9. Contracts for services: parties, date, duration, services, fees and reimbursbles.

I will be pleased to pay for costs of this request as provided by FOI law. Thank you very much.

Sincerely,

John Young

Att      Copy of e-mail, 2 pp.

cc        FOIL Officer, Lower Manhattan Development Corporation
            FOIL Officer, Port Authority of New York and New Jersey

Attachment

To: InfoLMDC@empire.state.ny.us, esd@empire.state.ny.us, InspectorGeneral@panynj.gov
From: John Young <jya@pipeline.com>
Subject: Freedom of Information Request
Date: 8/6/03 12:13 PM

August 6, 2003

Mr. John Whitehead
Chairman
Lower Manhattan Development Corporation

Mr. Kevin Rampe
President
Lower Manhattan Development Corporation

Mr. Charles A. Gargano
Chairman
Empire State Development

Mr. Anthony R. Coscia
Chairman
Port Authority of New York and New Jersey

Mr. Joseph J. Seymour
Executive Director
Port Authority of New York and New Jersey

Mr. Robert E. Van Etten
Inspector General
Port Authority of New York and New Jersey


Subject: Freedom of Information Request, World Trade Center

Dear Messrs. Whitehead, Rampe, Gargano, Coscia, Seymour and Van Etten,

This request is made under provisions of federal, state 
and local law governing freedom of information on
governmental activities.

A. I request information and documents concerning
proposals, review criteria, recommendations, final 
decision by Governor Pataki and contract(s) for the 
selection and contracting of Studio Daniel Libeskind 
as architect and planner for the World Trade Center.

B. I request information and documents concerning RFPs, 
bidders lists, proposals, review criteria, recommendations, 
and contracts for public relations services in connection with
the promotion, publicity, planning, funding, design and construction 
of the World Trade Center.

Information requested for A and B includes but is not limited to:

1. Complete copies of all proposals submitted.

2. Proposal(s) review and evaluation criteria.

3. Criteria and recommendations for short-listing proposers.

4. Records of short-listed proposers interviews.

5. Criteria and methodology for recommending final selection.

6. Criteria and methodology for final selection.

7. Correspondence and records of communications concerning
the proposals and selections among advisory and decisionmaking 
parties -- governmental and public.

8. Documentaion on notification of losers and winner among the
proposers.

9. Contracts for services: parties, date, duration, services, fees and
reimbursibles.

We will be pleased to pay for costs of this request as
provided by law on FOI.

Sincerely,

John Young
251 West 89th Street
New York, NY 10024
Tel: 212-873-8700
Fax: 212-787-6102

2. Initial response from the EDSC.

Empire State Development Corporation
633 Third Avenue
New York, New York 10017-6754
Tel 212 803 3100

August 13, 2003

CERTIFIED MAIL
RETURN RECEIPT REQUESTED
Mr. John Young
251 West 89th Street
New York, NY 10024

Re: Freedom of Information Request
       Dated August 6, 2003

Dear Mr. Young,

I am in receipt of your letter, dated August 6, 2003, requesting access to certain records of the Lower Manhattan Development Corporation ("LMDC"), a subsidiary of New York State Urban Development Corporation ("UDC"), doing business as the Empire State Development Corporation ("EDSC").

EDSC is considering your request in accordance with the Freedom of Information Law (Public Officers Law, Section 84 et seq.) and its rules concerning access to the records of the Corporation. I will notify you of my determination within ten (10) business days from the date hereof.

Very truly yours,

[Signed]

Antovk Pidedjian
Records Access Officer

3. Initial Response from the Port Authority.

The Port Authority of New York and New Jersey

Kathleen P. Bincoletto
FOI Administrator
225 Park Avenue, 18th Floor
New York, NY 10003
(212) 435-2542
(212) 435-7555 FAX

August 19, 2003

John Young
251 West 89th Street
New York, NY 10024

Re: FOI Reference No. 9029

Dear Mr. Young,

Your letter of August 6, 2003, addressed to Messrs. Coscia, Seymour and Van Etten, et al, has been forwarded to the Office of the Secretary for handling under the Port Authority's Freedom of Infomation Policy, copy enclosed.

We are processing your request and will advise you if documents are available, as well as the associated copying charges.

Please refer to the above FOI Reference number in all correspondence relating to your request.

Sincerely,

[Signed]

Kathleen P. Bincoletto
FOI Administrator

Enclosure

4. Second response from the EDSC

Empire State Development Corporation
633 Third Avenue
New York, New York 10017-6754
Tel 212 803 3100

September 16, 2003

CERTIFIED MAIL
RETURN RECEIPT REQUESTED
Mr. John Young
251 West 89th Street
New York, NY 10024

Re: Freedom of Information Request
       Dated August 6, 2003

Dear Mr. Young,

Your letter dated August 6, 2003, requesting access to certain records of the Lower Manhattan Development Corporation ("LMDC"), a subsidiary of New York State Urban Development Corporation ("UDC"), doing business as the Empire State Development Corporation ("EDSC"), pursuant to the Freedom of Information Law (Public Officers Law, Section 84 et seq.), has been reviewed and we hereby make the following determination:

Please contact Avalon Simon at (212) 587-9745 to make arrangements for inspection and/or examination of these records at the LMDC offices.

Very truly yours,

[Signed]

Antovk Pidedjian
Records Access Officer

5. Examination of LMDC records

On September 19, 2003, arrangements were made by telephone with Avalon Simon, LMDC, to examine records on September 30, 2003. At the session Ms. Simon provided LMDC Board meeting minutes (which are online at LMDC website www.renewnyc.com), architectural contracts, public education brochures, and several hundred unsolicited design submissions. Selected for copying were Board resolutions not on the LMDC website and the design contract for Studio Daniel Libeskind and attachments.

Ms. Simon said LMDC had no documents other than Board meeting minutes on the final selection of Studio Daniel Libeskind. She noted that a refinement of our initial request could be submitted to EDSC. And that an appeal could be made of LMDC claim of having no documentation on the decision.

Ms. Simon also said LMDC had no documents responsive to our request for public relations contracts, stating "LMDC has had no public relations contracts."

6. LMDC letter on copying records

Lower Manhattan Development Corporation
One Liberty Plaza, 20th floor, New York, NY 10006
Tel: 212.962.2300  Fax: 212.962.2431
www.renewny.com

October 1, 2003

Mr. John Young
251 West 89th Street
New York, NY 10024

Re: Freedom of Information Request dated August 6, 2003

Dear Mr. Young,

This letter is to inform you that the records of the Lower Manhattan Development Corporation that you requested under the Freedom of Information Law are available. There were a total of 76 pages. The copies requested consist of the following:

- 2003 LMDC Board resolutions dated March 13, April 10 and May 15;
- Schedule A (Terms and Conditions Applicable to LMDC Consultant Agreements); and
- Contract No. A40337, dated July 10, 2003.

The records will be mailed to you upon the undersigned's receipt of a certified check or money order made payable to the Lower Manhattan Development Corporation in the total amount of $19.00, which is based on the statutory duplicaton fee of 25 cents per page.

As an alternative, you may also make arrangements to simultaneously deliver a certified check or money order in the amount noted above and pick up the documents from our office. You may do so by contacting the undersigned at (212) 587-9745.

Please call if you have any further questions.

Very truly,

[Signed]

Avalon Simon
Paralegal

cc: Antovk Pidedjian (Empire State Development Corporation)

7. Copies of records obtained

On October 3, 2003, duplication payment was made and copies of records were obtained at LMDC offices.

8. Board resolutions of March 13, April 10 and May 15, 2003

[4 pages of resolutions, 16 pages of attachment.]

                            June 17, 2003


                            March 13, 2003

87.	Authorization of Additional Expenditures pursuant to
Contract with Studio Daniel Libeskind

	RESOLVED, that the Corporation is hereby authorized to
increase the expenditures under its agreement with Studio
Daniel Libeskind by $180,000 to an amount not to exceed
$548,817; and be it

	FURTHER RESOLVED, that such additional expenditures shall
cover a one-month period commencing on the date hereof and be
used to provide additional design consulting services to the
Corporation relating to, among other things, technical aspects of
the Memorial District, sites for cultural development and public
presentations on the developing World Trade Center site plan; and
be it

	FURTHER RESOLVED, that the proper officers of the
Corporation are hereby authorized to take any such action as may
be necessary and appropriate to effect the foregoing.



                            June 17, 2003


                            April 10, 2003

91.	Authorization of Additional Expenditures pursuant to
Contract with Studio Daniel Libeskind

	RESOLVED, that the Corporation is hereby authorized to
increase the expenditures under its agreement with Studio
Daniel Libeskind by $250,000 to an amount not to exceed
$798,817; and be it

	FURTHER RESOLVED, that such additional expenditures shall
cover a one-month period commencing on the date hereof and be
used for costs relating to the preparation of a final, integrated
site plan for the World Trade Center site, the development of
design guidelines for future development on the site, and the
continuation of the public outreach process relating to the site
plan and design guidelines; and be it

	FURTHER RESOLVED, that the proper officers of the Corporation are
hereby authorized to take any such action as may be necessary and
appropriate to effect the foregoing.

[Omitted: attachment to this resolution of Schedule A, 16 pages, similar to the Schedule A attached to the July 10, 2003, contract below.]

                            June 17, 2003


                             May 15,2003

103.	Joint Contract with Port Authority for Studio Daniel
Libeskind, LLC

	RESOLVED, that the Corporation is hereby
authorized to enter into a contract, jointly with the Port
Authority of New York and New Jersey, with Studio Daniel
Libeskind, LLC, for design consulting services relating to
the redevelopment of the World Trade Center Site, including,
among other things, the creation of an integrated site plan
reconciling multiple uses on the site and establishment of
design guidelines for commercial development on the site;
and be it

	FURTHER RESOLVED, that the contract shall be for
an eight-month period, with expenditures thereunder
allocated equally between the Corporation and the Port
Authority; and be it

	FURTHER RESOLVED, that the aggregate amount to be
expended by the Corporation and the Port Authority under
such contract shall not exceed $3,024,200; and be it

	FURTHER RESOLVED, that the Corporation's
expenditures under such contract shall not exceed
$1,512,100, which constitutes one-half of the aggregate
contract amount; and be it

	FURTHER RESOLVED, that the Corporation's
expenditures under such contract shall be reduced by one-
half of the aggregate amount funded by the Federal Transit
Administration for such contract; and be it

	FURTHER RESOLVED, that the proper officers of the
Corporation are hereby authorized to take any such action as
may be necessary and appropriate to effect the foregoing.



                            June 17, 2003


                            May 15,2003

104.	Contract with Studio Daniel Libeskind, LLC for Memorial,
Cultural, and Civic Program

	RESOLVED, that the Corporation is hereby authorized to enter
into an agreement with Studio Daniel Libeskind for design
consulting services relating to the development and
integration of a Memorial, Cultural, and Civic Program with
the overall site redevelopment plan for the World Trade
Center Site; and be it

	FURTHER RESOLVED, that such agreement shall be for one-year
period and for an aggregate amount not to exceed $1,500,000;
and be it

	FURTHER RESOLVED, that the proper officers of the
Corporation are hereby authorized to take any such action as
may be necessary and appropriate to effect the foregoing.

9. Studio Daniel Libeskind contract of July 10, 2003

[56 pages.]

Standard Form Contract

Schedule B (Scope of Work)

Exhibit B (Studio Daniel Libeskin Cost Estimate and Billing Rates)

Schedule A (Terms and Conditions)

Exhibit A-1 (Schedule of Reimbursable Allowances)
Exhibit A-2 (Billing Policy)
Exhibit A-3 (Form of Release)

Schedule C (LMDC Nondiscrimination and Affirmative Action Policy)

Attachment C-1 (WEUR)
Attachment C-2 (M/WBE Compliance Report)

[Image of signed contract]

Schedule B (Scope of Work)

[12 pages.]

SCHEDULE B
SCOPE OF WORK

STUDIO DANIEL LIBESKIND, LLC EXPERT PROFESSIONAL SERVICES
RELATED TO MASTER PLANNING AND DESIGN GUIDELINES FOR
THE REDEVELOPMENT OF THE WORLD TRADE CENTER
SITE CONSISTENT WITH THE MEMORY FOUNDATIONS DESIGN

I. INTRODUCTION

This Agreement for development and preparation of Master Planning and Design Guidelines, and other services related to the redevelopment of the World Trade Center (WTC) Site (with emphasis on transportation infrastructure and commercial development) is being issued jointly by the Port Authority of NY & NJ (Port Authority) and the Lower Manhattan Development Corporation (LMDC) - a subsidiary of the Empire State Development Corporation (ESDC).

The scope of work, outlined below, is intended to advance the redevelopment of the WTC Site by creating a fully integrated site plan, establishing design guidelines for commercial development and public spaces, and maintaining public support for the ongoing work. The geographic area covered by this scope of work is the 16-acre WTC Site and adjacent areas. The PA and LMDC intend that this Master Plan Reconciliation and Design Guidelines work effort will ensure that all program components of the WTC Site redevelopment will be able to proceed with confidence that the full build-out will be a fully integrated and high quality development.

It is understood that this contract is to be performed within a set period of time. While there may be issues which affect aspects of the WTC Site Master Plan over a longer period of time, the WTC Site Master Plan that results from this contract will respond to the best information and assumptions available to the Consultant Team, the Port Authority, and the LMDC; within the time frame allowed.

II. SCOPE OF WORK

The services of the Consultant shall generally consist of, but are not limited to, the following:

A. Define and reconcile the Port Authority's conceptual (Stage I) Transportation and Subgrade Infrastructure Design, with the WTC Site Master Plan.

B. Define and reconcile the location, boundaries and conceptual design of the public open spaces along Fulton, Greenwich, Liberty and Route 9A/West Streets, define pedestrian and vehicular circulation and develop streetscape criteria.

C. Develop draft and final Design Guidelines for future commercial development at the WTC Site.

D. Participate in a continuing public outreach program led by the Port Authority and the LMDC, to encourage public support related to transportation and infrastructure projects and overall site development.

The Consultant shall be responsible for providing all subconsultant disciplines.

III. DESCRIPTION OF THE CONSULTANT'S TASKS

Tasks to be performed by the Consultant for each of the Scope of Work items listed above may include, but shall not be limited to the following:

A. TRANSPORTATION AND SUBGRADE INFRASTRUCTURE RECONCILIATION

A.1 Transportation / WTC PATH Terminal

The Consultant shall work with the LMDC, PA technical staff and other consultants (as approved by the PA and LMDC) to reconcile the WTC PATH Terminal, pedestrian concourses, and other elements of the transportation network, with overall site development.

Incorporate design criteria provided by the PA, level of service requirements, projected passenger flow volumes, egress and vertical circulation requirements; and criteria for engineering systems including sustainability and operational and support functional requirements provided by PA, PATH, MTA/NYCT and others.

Perform the following tasks:

1. Establish boundaries, spatial envelope and volumes for the on-site transportation infrastructure.

2. Set floor elevations, clearances, ceiling heights.

3. Identify areas to introduce natural light into transportation zones.

4. Define location and configuration of street connections to transportation systems - PATH and subway lines.

5. Coordinate and locate overall transit square footage requirements, including support functions and utilities.

6. Reconcile and establish the locations of permanent PATH facilities, such as the platform, mezzanine and concourse areas.

7. Define the location and alignment for the East/West Concourse from Church Street Terminal to the WFC Underpass.

8. Define the North/South Concourses from Vesey Street to the Liberty Park Underpass.

9. Reconcile and establish the locations and connections to the IRT 1& 9, BMT N & R, and IND E subway station platforms within the WTC site, from the WTC PATH Terminal and pedestrian concourses.

A-2 Subgrade Infrastructure and Utility Services

The Consultant shall work with the LMDC, PA technical staff, WTC leaseholders and other consultants to reconcile the WTC subgrade elements, including building services, vehicle circulation, and structural support for the slurry walls with the overall site development.

Incorporate security criteria for subgrade vehicular access and circulation, including projected vehicular volumes and storage requirements; incorporate criteria for necessary utilities to support site development.

Perform the following tasks:

1. Coordinate the subgrade vehicular circulation systems.

2. Define building service areas (loading) for retail, office and memorial/cultural facilities.

3. Identify zones for mechanical/electrical/plumbing support equipment.

4. Coordinate conceptual design/engineering approach to stabilization of slurry walls.

5. Coordinate on security requirements.

B. PUBLIC SPACES - STREETS AND OPEN SPACE DEFINITION

The Consultant shall work with the LMDC, PA technical staff and other consultants (as approved by the PA and LMDC) to further refine the at-grade site plan to define a high-quality public realm. of parks, plazas and streets, and to ensure proper circulation of vehicles and pedestrians.

Perform the following tasks:

1. Define street Rights of Way (ROW) and establish grade elevations.

2. Define pedestrian circulation paths of travel - sidewalks and crosswalks.

3. Define open space parcels, volumes and grade elevations.

4. Develop conceptual design criteria relating to streetscape and landscape elements, such as seating and lighting.

5. Incorporate street entry points into transportation network (subway stations, PATH and concourses).

6. Define open space limits and conceptual design approach for the following areas of The WTC site:

• Wedge of Light

• Park of Heroes

• Vesey Street

• Fulton Street

• Greenwich Street

• Church Street

• Liberty Street Memorial Park Zone

• West Street Bus Drop-off/Pick-up area

7. Coordinate vehicular service entry point(s) with sidewalk locations and support functions for streets and open spaces, such as utility connections, irrigation systems, street lighting, fire hydrants, etc. (Subgrade infrastructure design to structurally support streets, open spaces and other subgrade uses, such as possible tour bus storage and truck docks will be performed by the PA Engineering Department).

C. DESIGN GUIDELINES FOR COMMERCIAL DEVELOPMENT

The scope of work detailed below will be performed in coordination with the World Trade Center (WTC) leaseholders and their architects and design consultants.

The Consultant shall work with the LMDC, PA technical staff, WTC leaseholders, and other consultants to develop commercial design guidelines. The guidelines will help shape future commercially viable development on the site, consistent with the Studio Daniel Libeskind Master Plan.

Perform the following tasks:

1. Identify commercial building sites, building envelopes, floor plates, heights, bulk, setbacks and lobby locations.

2. Define retail boundaries, volumes and plan concepts.

3. Define street/open space edges and connections at mixed use interfaces.

4. Identify service access points.

5. Develop guidelines for sustainable design.

6. Identify life safety, fire protection and security measures for commercial space.

7. Develop guidelines for building facades and retail storefronts.

D. PUBLIC OUTREACH

1. Attend meetings and make presentations using design materials (drawings, 3D animations, models, etc.) to communicate the Master Plan and Design Guidelines to the public.

2. Provide input to ongoing environmental analysis and public meetings.

3. Attend coordination meetings and make progress presentations to PA, LMDC, WTC leaseholders and partner agencies on a regular basis and as required, to the WTC Plan Steering Committee.

IV. PROCESS

All tasks identified above will require close coordination with the LMDC and Port Authority staff and their consultants and with the WTC leaseholders and their consultants. In addition, the performance of the entire Scope of Work will require input and cooperation with various government agencies and private stakeholders, including but not limited to the following:

• Metropolitan Transportation Authority/New York City Transit

• New York State Department of Transportation

• New York City Department of Transportation

• New York Metropolitan Transportation Council

• Office of the Deputy Mayor of Economic Development and Rebuilding

• New York City Department of City Planning

• New York Economic Development Corporation

• Silverstein Properties Inc.

• Westfield America

• Marriott Hotels

• General Services Administration

• Brookfield Properties

The Consultant shall perform the following services as part of his work:

1. All submissions shall be provided in draft form for review by Project Managers and others as required. The Consultant shall incorporate Port Authority and LMDC comments as directed and resubmit the submission as "final".

2. The Consultant shall keep meeting minutes of all meetings of which he is in attendance, and submit copies to the Project Managers and others, as required, within 2 work day's thereafter.

3. In addition, oversight by the WTC Site Plan Steering Committee will require regular meetings and presentations especially for the Master Plan reconciliation and Design Guidelines Development.

4. Invoice submission - The Consultant shall submit invoices on a monthly basis, including supporting detail for the five categories of work outlined in this Schedule B (Tasks Al, A2, B, C, D), per Consultant, and subconsultants. The estimated fees for such work shall be based on the attached Cost Estimate and Billing Rates attached hereto as Exhibit B.

V. DELIVERABLES

A. Master Plan Reconciliation with Transportation and Subgrade Infrastructure

• Plans of each level of public space, retail and office building lobbies. Indicate components by color and show the location of major utilities.

• Site plans and site sections both longitudinal and across entire site.

• Renderings of major public spaces.

• Foamcore Model at 1" = 32' scale, with removable layers from street level to the lowest level at the WTC site.

• Property exhibits indicating proposed site boundaries relative to existing property lines.

A.1 World Trade Center PATH Terminal

• Property exhibit indicating the WTC PATH Terminal boundaries relative to the WTC site.

• Floor plans at each level with key dimensions to establish building outlines.

• Floor plans at each level indicating corridor widths, vertical circulation location and travel paths.

• Sections through each subcomponents in the PATH Terminal.
  
  - PATH tracks, platforms and mezzanine.
  - PATH Terminal Building including IRT Underpass.
  - PATH East/West Connections including WFC Underpass.
  - PATH North/South Connections including Liberty Park Underpass.
  - Street Entries to Transportation Complex.

• 
  Animation of pedestrian travel paths through WTC PATH Terminal complex.

• Presentation materials including plans, sections, elevations, renderings and 3D models as appropriate, for use in various meetings and public outreach forums.

B. Public Spaces

• Drawings, renderings, site models, 3D Modeling and animations, etc., as appropriate to illustrate the quality and character of streets and open space on-site.

C. Commercial Development Design Guidelines

• Prepare a written draft and final Design Guidelines Document with appropriate illustrations and examples or treatments.

D. Public Outreach

• Exhibits for public presentation and comment showing the Master Plan reconciliation with the transportation infrastructure and the Design Guidelines effort.

Computer Program(s) required for graphic material:

• AutoCAD 2000, 3D Studio Max or Form.Z

• Adobe Photoshop

• Adobe Illustrator

• Formats compatible for use in Microsoft Power Point

VI. SCHEDULE OF SERVICES

Tasks shall be completed in general accordance with the following schedule:

A. Master Plan Reconciliation

• A.1 WTC PATH Terminal - to be completed by August 1, 2003 - 90% complete by July 1, 2003.

• A.2 Subgrade Infrastructure and Utility Services - to be completed by August 1, 2003.

B. Public Space - Streets and Open Space

• To be completed by October 1, 2003 .

C. Commercial Development Design Guidelines

• To be completed in final form by October 1, 2003.

D. Public Outreach

• Beginning May 7, 2003 through December, 2003.

VII. CONDITIONS AND PRECAUTIONS FOR FIELD VISITS TO WTC
CONSTRUCTION SITE

A. Work Areas

The Consultant shall limit any site inspection work to the areas necessary for the performance of such inspection and shall not interfere with operations at the site without first obtaining specific approval from the Project Managers.

B. Work Hours

The Consultant shall perform his work at the site between the hours of 8:00 A.M. and 4:00 P.M., Monday through Friday, unless otherwise directed by the Project Managers.

In any case, no work shall be performed at the site on a legal holiday of either the State of New York or the State of New Jersey, unless otherwise directed by the Project Managers.

06/17/2003  TUE  13:15 FAX  6464526198                                                                              002/005

Exhibit B

STUDIO DANIEL LIBESKIND, LLC

2 Rector Street, 9th Floor      New York, NY 10006       Tel: 646.452.6180     Fax: 646.452.6198

To:

Ron Pisapia
PANYNJ
115 Broadway, 5th Floor
New York, NY 10006

Andrew Winters
LMDC
One Liberty Plaza, 20th Floor
New York, NY 10006

May 01, 2003

Gentlemen:

We are honored to submit this proposal for architectural/landscape architectural, urban design, engineering and related consulting services for the redevelopment of the World Trade Center Site in Lower Manhattan. These services specifically relate to the creation of a refined Master Plan for the site, the establishment of Design Guidelines, and participation in a Public Outreach program, all of which are more specifically described in "Schedule B" (Scope of Work) to the contract.

Attached to this letter are spreadsheets that outline our anticipated fees for labor and sub-consultants. As you know, the final scope of work for several of the sub-consultants have not been determined, so the fees included on the second attachment are budget estimates. We will finalize sub-consultants scope and fees, with your review, over the next few weeks. The total sub-consultant budget will not exceed the $700,000 estimated in the attached fee. All sub-consultant scopes of work and final fees will be subject to your prior approval.

The scope of sub-consultant services contemplated within this contract anticipates an advisory level of input and conceptual problem-solving. Specifically. the fees allocated are not construed to cover the cost of revising the sub-consultants' Stage 1 Design documents previously prepared for the Engineering Department of the Port Authority. The following are our preliminary selections of consultants for the disciplines included in this scope:

Traffic/Transportation: ARUP

Geotechnical: Mueser Ruteledge

Survey/Legal Descriptions: Belcher

Urban Planning: Gary Hack

Civil Engineering: Parsons Brinckerhoff

Structural Engineering: For below-grade transit-related facilities: Parsons Brinckerhoff

For all other areas: ARUP

Mechanical Engineering: Jaros Baum Bolles

Electrical Engineering: Jaros Baum Bolles

Sustainability: Croxton Collaborative

Vertical Circulation: (including analysis of pedestrian volumes and concourse widths): ARUP

Fire and Life Safety. ARUP

Security: Ducibella Venter & Santore

Blast Engineer: Weidlinger

Acoustics/ Vibration: ARUP

Wind Tunnel Testing: (For pedestrian comfort study at Plazas and open spaces): RWDI

Retail Consultant: ERA Associates

Sub-consultant services beyond those listed above (excluding architectural and landscape architectural services) are not included in this fee proposal.

Our fees for this effort, per the attached spreadsheets, are as follows:

Included in the reimbursable expenses are estimated amounts related to the production of renderings, presentation models, and computer animations. Since the scope of these are undetermined at this time, the amounts are listed only as estimates.

We look forward to beginning this work on or about May 1, 2003, and we very much appreciate your cooperation in all our efforts to date.

Cordially,
Studio Daniel Libeskind, LLC

[Signed]

Nina Libeskind

C:\Documents and Settings\carla.swickerath\My DocumentskEXHIBIT B - letter.doc

______________________

06/17/2003 TUE 13:16 FAX 6464526198                                        004/005

Consultant Services Estimate
WTC Site Planning, Design Guidelines, Public Outreach
Studio Daniel Libeskind					       25-Apr-03 Revised

Consultant Services
Civil					$75,000 	Parsons Brinckerhoff
Traffic					$75,000 	ARUP
Survey / Legal Descriptions		$25,000 	Belcher
Geotachnical				$30,000 	Mueser Ruteledge
Structurai-PB- transit/underground	$50,000 	Parsons Bfinckerhoff
Structural - ARUP - other areas		$50,000 	ARUP
Mechanical/Electrical - JSB		$70,000 	Jaros Baum Bolles
Mech / Smoke Control - ARUP		$30,000 	ARUP
Urban Planning				$50,000 	Gary Hack
Sustainability Consultant 		$40,000 	Croxton Collaborative
Vertical Transportation			$36,000 	ARUP
Fire & Life Safety 			$30,000 	ARUP
Security 				$40,000 	Ducibelia Venter & Santore
Blast Engineer 				$20,000		Weidlinger
Acoustics/Vibration 			$20,000 	ARUP
Wind Tunnel 				$30,000 	RWDI
Retail Consultant 			$30,000 	ERA Associates

Total 				       $700,000

Reimbursable Expenses
Standard expenses (5% total)	       $125,000 (estimated at 5% arch'l & consultant fees)
Renderings				$50,000 (assumed 12 renderings at $5000 each)
Presentation model		       $100,000 (update of 1"=40' model, plus new site model)
Computer Animation			$75,000 (could vary significantly)

Total Reimbursables		       $360,000

Total Fee Estimate
  Architectural/Landscape	     $1,974,200 (see attached spreadsheet for detail)
  Consultant Budget		       $700,000 (per above)
  Reimbursable Expense		       $350,000 (per above)

Total Fees			     $3,024,200

______________________

06/17/2003  TUE  13:16   FAX 6464526198                                                            005/005

FEE ESTIMATE

World Trade Center Rebuilding
Studio Daniel Libeskind                                                            25-Apr-03 revised

Labor Estimate, Design Guidelines,                                            25 weeks
Public Outreach

Design Oversight and Consultant Coordination

Site Planning and Design Guidelines Staff

Public Outreach

Total Site Planning, Design Guidelines & Public Outreach   $1,974,200 (excluding consultants & reimbursables)

______________________

Exhibit B continued

Rates
9-Jun-03

First Name	Last Name		rate

Daniel	Libeskind	Principal	300
Nina	Libeskind	Principal	260
Stefan	Blach		Associate	200
Carla	Swickerath	Associate	200
Brit	Probst		Associate	200
Wendy	James		Associate	200
Yarna	Karim		Senior Arch	150
Erik	Okland		Senior Arch	150
Gerhard	Brun		Senior Arch	150
Micheal	Brown		Senior Arch	150
Robert	Arhens		Senior Arch	150
Joe	Lear		Architect	125
Chelli	Wagner		Architect	125
Lance	Klein		Architect	125
Rom	Joe		Architect	125
Eric	Sutherland	Architect 	125
Dave	Stockwell	Architect 	125
Ted	Wagner		Architect 	100
Micheal	Heim		Architect 	100
Sasha	Manteful	Architect 	100
Melanie	Klien		Intern 		 75
Jay	Kim		Intern 		 75
Scott	Freidman	Intern 		 75
Josh	McKoewn		Intern 		 75
Omar	Toro		Intern 		 75
Phil	Birkets		Intern 		 75
David	Lipschitz	Intern		 75
Stephen	Griffin		Intern 		 75

Schedule A (Terms and Conditions)

[Footer all pages: "Schedule A Studio Daniel Libeskind".]

SCHEDULE A

TERMS AND CONDITIONS

STUDIO DANIEL LIBESKIND, LLC CONTRACT FOR EXPERT PROFESSIONAL
SERVICES RELATED TO MASTER PLANNING AND DESIGN GUIDELINES FOR
THE REDEVELOPMENT OF THE WORLD TRADE CENTER SITE

1. The Port Authority of New York and New Jersey (the "Authority") and the Lower Manhattan Development Corporation ("LMDC") hereby offers to retain Studio Daniel Libeskind, LLC ("the Consultant" or "you") to provide expert professional services in connection with the performance of further development of the Consultant's Memory Foundations Design, a site plan for the World Trade Center site as created during the preliminary phases of LMDC's Innovative Design Study; development of commercial design guidelines; and continuation of the public outreach process; all in connection with the future development of the World Trade Center site as more fully set forth in Schedule B, which is attached hereto and made a part hereof. 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 the Authority or LMDC. 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 the Authority or LMDC.

The Project Manager for the Port Authority shall be Ron Pisapia, Program Director, WTC Site Planning. The Project Manager for LMDC shall be Andrew Winters, Vice President and Director of Planning, Design and Development.

"Project Managers" shall mean the two Project Managers acting together. As used herein "Steering Committee" shall mean the World Trade Center Site Development steering committee chosen by LMDC and the Authority.

2. Your services shall be performed as expeditiously as possible and at the time or times required by the Project Managers and as set forth in Schedule B. Time is of the essence in the performance of all your services under this Agreement.

The Consultant shall not employ, contract with or use the services of any other consultant, special contractor, or other third party in connection with the performance of its obligations under this Agreement without the prior written consent of the Authority and LMDC. The Consultant shall inform the Authority and LMDC in writing of the name, proposed service to be rendered, and compensation of the proposed subconsultant, compensation (including multiplier, if applicable), as well as an estimate of the number of hours required by the subconsultant to perform its services, and of any financial or ownership interest it may have in the proposed subconsultant. The Authority and LMDC approves the Consultant's proposed association with other consultants, as identified initially in Exhibit B annexed hereto and made a part hereof, which may be amended by the Authority and LMDC, and each listed consultant is thereby approved as a subconsultant for purposes of this Agreement.

3. Your total compensation for all services under this Agreement shall not exceed $3,024,200, which shall be paid by the Authority and LMDC as follows: authorized fees and expenses in respect of Task A. 1 (as set forth in Schedule B) shall be the sole responsibility of the Authority and any and all remaining authorized fees and expenses in respect of Tasks A.2, B, C, and D (as set forth in Schedule B) shall be the responsibility of the Authority and the LMDC, on a 50/50 basis. This amount is based upon the scope of work set forth in Schedule B at the Inception of this Agreement and is subject to adjustment by agreement of the parties in case of a change in scope. When your compensation for work performed reaches 80% of each contract segment as set forth in Schedule B, Consultant shall notify the Project Managers in writing.

When the services to be performed by the Consultant include the preparation of computer aided design and drafting (CADD) documents, said documents must be prepared using the latest available version of Form.Z, Autodesk's "AUTOCAD" software or Intergraph's "Microstation" software or as directed by the Project Managers prior to the performance of specific services and shall be submitted to the Authority and LMDC on compact disks, or as otherwise required.

4. The Consultant shall meet and consult with Authority and LMDC staff as requested by the Project Managers in connection with the services to be performed herein. Any items to be submitted or prepared by the Consultant hereunder shall be subject to the review of the Project Managers. The Project Managers may disapprove, if *in their sole opinion the said items are not in accordance with the requirements of this Agreement or sound planning or architectural principles. If any of the said items or any portion thereof are so disapproved, the Consultant shall forthwith revise them until they meet the approval of the Project Managers, but the Consultant shall not be compensated under any provision of this Agreement for performance of such revisions. No approval or disapproval or omission to approve or disapprove, however, shall relieve the Consultant of his responsibility under this Agreement to famish in accordance with the contract schedule, complete work products in accordance with sound planning and architectural principles.

5. In order to effectuate the policy of the Authority and LMDC, the designs and the concepts in any work products and all changes therein formulated by the Consultant shall comply with all provisions of Federal, State, municipal, local and departmental laws, ordinances, rules, regulations, and orders which would affect or control said designs and concepts if the construction were being performed for a private corporation, unless the Authority and LMDC standard is more stringent, in which case the Authority and LMDC standard shall be followed.

6. As full compensation for all your services and obligations in connection with this Agreement, the Authority and LMDC will pay you the total of the amounts computed under subparagraphs A, B, C and D below, subject to the limits on compensation and provisions set forth in paragraphs 3 and 4 above. Subject to the terms and conditions below, travel time is not reimbursable under subparagraphs A, B, and C hereunder.

A. An amount computed pursuant to the hourly billing rates, as approved by the Project Managers, times the actual number of hours spent in the performance of services hereunder by the personnel providing services hereunder to a total amount not to exceed the limit on compensation. The hourly billing rate for each employee is the amount to be paid to you, and is full compensation for all salary, benefits, taxes, overhead and profit. There shall be no change in rates during the term of this Agreement and no additional compensation for weekend or
holiday work. For compensation purposes under this Agreement, no said billing rate shall exceed the billing rate customarily billed for a partner or principal or other employee as of the effective
date of this Agreement (as more fully set forth in Exhibit B). The Authority and LMDC reserve the right of approval of all personnel, amounts and billing rates of said personnel performing
services under this Agreement.

B. When the method of compensation hereunder, as approved in advance and in writing by the Project Managers, is on an hourly rate basis, the Consultant shall be compensated at an amount equal to the premium payments for overtime work or night work or for performing hazardous duty, actually paid to professional and technical employees, but not partners, principals for time actually spent by them in the performance of services hereunder when such overtime or other premium payments have been demonstrated to be in accordance with the Consultant's normal business practice and have been authorized in advance by the Project Managers in writing. Such premium payments to supervisory employees, who do not receive such payments in the Consultant's normal business practice, shall not be given under this Agreement.

C. When the method of compensation hereunder, as approved in advance and in writing by the Project Managers, is on an hourly rate basis, the Consultant shall be compensated at an amount equal to the out-of-pocket expenses, approved in advance by the Project Managers, necessarily and reasonably incurred and actually paid by you in the performance of your services hereunder. Out-of-pocket-expenses that are unique to the performance of your services under this Agreement and generally contemplate the purchase of outside ancillary services, except that for the purpose of this Agreement, out-of-pocket expenses do include amounts for mailing and delivery charges for submittal of drawings, specifications and reports; long distance telephone calls; rentals of equipment; travel and local transportation; and meals and lodging on overnight trips in accordance with LMDC Schedule of Reimbursable Allowances annexed hereto as Exhibit A-1 and made a part hereof.

Notwithstanding the above, the Authority and LMDC will pay an amount approved in advance by the Project Managers and computed as follows for the reproduction of submittal drawings, specifications, models and renderings and reports:

1) If the Consultant uses its own facilities to reproduce such documents, an amount computed in accordance with the billing rates the Consultant customarily charges for reproduction of such documents on agreements such as this, or

2) If the Consultant uses an outside vendor for the reproduction of such documents, the actual, necessary and reasonable amounts for the reproduction of such documents.

Printing and copying of materials not included in the Consultant's formal submittals will not be reimbursable.

The expenses do not include expenses that are usually and customarily included as part of the Consultant's overhead. For the purposes of this Agreement out-of-pocket expenses do not include amounts for typing, utilization of computer systems, computer aided design and drafting (CADD), cameras, recording or measuring devices, flashlights and other small, portable equipment, safety supplies, phones, telephone calls, electronic messaging including FAX, Telex and telegrams, or expendable office supplies. Unless otherwise indicated, required insurance is not a reimbursable expense.

You shall obtain the Project Managers' written approval prior to making expenditures for out-of-pocket expenses in excess of $1,000 per specific expenditure and for all overnight trips which are reimbursable expenditures as set forth above. You shall substantiate all billings for out-of-pocket expenses in excess of $25 with receipted bills and provide said receipts with the appropriate billing in accordance with LMDC Billing Policy annexed hereto as Exhibit A-2 and made a part hereof.

D. When the method of compensation hereunder, as approved in advance and in writing by the Project Managers, is on an hourly rate basis, the Consultant shall be compensated at an amount equal to the amounts actually paid to sub-consultants hereunder who have been retained after the written approval of the sub-consultant and the compensation to be paid the subconsultant, by the Project Managers. The Consultant shall submit a copy of the terms and conditions of the sub-consultant's compensation, as well as an estimate of the number of hours required by the sub-consultant to perform his services, as part of any request for approval of the sub-consultant.

The time of any employee of the Consultant to the extent that the time of such employee of the Consultant is devoted to typing/word processing, stenographic, clerical or administrative functions shall not be included for compensation purposes. Such functions shall be deemed to be included in the billing rate referred to in subparagraph A above.

Where this Agreement allows reimbursement for equipment and supplies or similar items, the Consultant must supply the following detailed documentation: (i) receipts of suppliers' invoices for costs of commodities, equipment and supplies or other reimbursable items, such invoices must set forth quantity, description and price (less applicable discounts and purchasing agent's commission). Title to all equipment purchased pursuant to this Agreement is vested in the Authority and LMDC.

Because LMDC is the subsidiary of the New York State Urban Development Corporation, a public benefit corporation, it is exempt from all sales taxes in New York State. The Authority and LMDC will not reimburse Consultant for sales or use taxes over $10.00 incurred in connection with this Agreement. If Consultant will make purchases of goods or services that involve sales or use taxes in excess of that amount, Consultant must, in advance of making such purchases, obtain a sales tax certification from LMDC so that no such taxes are incurred.

From the date hereof until the third anniversary of the completion of the Consultant's services or earlier termination of this Agreement by the Authority and LMDC, LMDC may have the vouchers and statements of cost audited. Each payment theretofore made shall be subject to reduction for amounts included in the related voucher which are found by LMDC on the basis of such audit, not to constitute allowable cost. Any such payment may be reduced for overpayments or increased for underpayment, as the case may be.

7. You shall keep, and shall cause any subconsultants under this Agreement to keep, daily records of the time spent in the performance of services hereunder by all persons whose salaries or amounts paid thereto will be the basis for compensation under this Agreement as well as records of the amounts of such salaries and amounts actually paid for the performance of such services and records and receipts of reimbursable expenditures hereunder, and, notwithstanding any other provisions of this Agreement, failure to do so shall be a conclusive waiver of any right to compensation for such services or expenses as are otherwise compensable hereunder. The Authority and LMDC shall have the right to audit all such records.

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

The Authority and LMDC shall have the right to inspect your records, and those of your subconsultants, pertaining to any services provided and compensation to be paid hereunder, such records to be maintained by you and your subconsultants for a period of three years after completion of services to be performed under this Agreement. At any time during the term of this Agreement and for three years thereafter, the Consultant shall make all records available to the Authority, LMDC, the United States Department of Housing and Urban Development ("HUD"), the Federal Transit Administration or their authorized representatives for review and audit at all such reasonable times as the Authority and LMDC shall from time to time request. Within three years following the completion of the Consultant's services hereunder or the termination of this Agreement, or on earlier request by the Authority or LMDC, the Consultant shall produce the index and all records maintained by the Consultant pursuant to the above provisions.

8. On or about the fifteenth day of each month, you shall render in accordance with this Agreement an invoice for services performed and reimbursable out-of-pocket expenses incurred in the prior month, accompanied by such records and receipts as required, to the Project Managers, one copy to each, Each invoice shall bear your taxpayer number and the contract number provided by the Project Managers. Upon receipt of the foregoing, the Project Managers will estimate and certify to the Authority and LMDC the approximate amount of compensation earned by you up to that time. The Authority and LMDC shall, within thirty days after receipt of such certification by the Project Managers, pay the sum certified minus all prior payments to you for your account.

9. The Authority and LMDC may at any time for cause terminate this Agreement as to any services not yet rendered, and may terminate this Agreement in whole or in part without cause upon fifteen (15) days notice to you. You shall have no right of termination as to any services under this Agreement without just cause. Termination by either party shall be by certified letter addressed to the other at its address hereinbefore set forth. Should this Agreement be terminated in whole or in part by either party as above provided, you shall receive no compensation for any services not yet performed, but if termination is without fault on your part, the Authority and LMDC shall pay you as the full compensation to which you shall be entitled in connection with this Agreement the amounts computed as above set forth for services completed to the satisfaction of the Project Managers through the date of termination, minus all prior payments to you.

10. You shall not issue or permit to be issued any press release, advertisement, or literature of any kind, which refers to the Authority and LMDC or the services performed in connection with this Agreement, unless you first obtain the written approval of the Project Managers. Such approval may be withheld if for any reason the Project Managers believe that the publication of such information would be harmful to the public interest or is in any way undesirable.

11. Under no circumstances shall you or your subconsultants communicate in any way with any contractor, department, board, agency, commission or other organization or any person whether governmental or private in connection with the services to be performed hereunder except upon prior written approval and instructions of the Project Managers, provided, however that data from manufacturers and suppliers of material shall be obtained by you when you find such data necessary unless otherwise instructed by the Project Managers. Notwithstanding the foregoing, you shall cooperate fully, during the term of this Agreement, with such third parties as the Authority or LMDC may designate by written request. Such cooperation shall include making available to such parties, data, information and reports used or developed by you or your subconsultants in connection with this Agreement.

12. Any services performed for the benefit of the Authority and LMDC at any time by you or on your behalf, even though in addition to those described herein, even if expressly and duly authorized by the Authority or LMDC, shall be deemed to be rendered under and subject to this Agreement (unless referable to another express written, duly executed agreement by the same parties), whether such additional services are performed prior to, during or subsequent to the services described herein, and no rights or obligations shall arise out of such additional services.

13. No certificate, payment (final or otherwise), acceptance of any work nor any other act or omission of the Authority or LMDC or the Project Managers shall operate to release you from any obligations under or upon this Agreement, or to estop the Authority or LMDC from showing at any time that such certificate, payment, acceptance, act or omission was incorrect or to preclude the Authority or LMDC from recovering any money paid in excess of that lawfully due, whether under mistake of law or to prevent the recovery of any damages sustained by the Authority or LMDC.

Simultaneously with request for final payment hereunder, you shall execute and deliver to the Authority and LMDC an instrument releasing the Authority and LMDC in the form annexed hereto as Exhibit A-3 and made a part hereof.

14. Without the express written approval of the Project Managers, you shall keep confidential, and shall require your subconsultants and your employees to keep confidential a) all information disclosed by the Port Authority or LMDC or their consultants to you or b) developed by you or your subconsultants in the performance of services hereunder. Disclosure of any information shall constitute a material breach of the Agreement and cause for termination by the Authority and LMDC hereunder.

15. Mylars of the drawings required by this Agreement, originals of technical specifications, estimates, reports, records, data, charts, documents, renderings, computations, computer tapes or disks, and other papers of any type whatsoever, whether in the form of writing, figures or delineations, which are prepared or compiled in connection with this Agreement, shall be and remain the exclusive property of the Authority and LMDC, and the Authority and LMDC shall have the right to use or permit the use of them and any ideas or methods represented by them for any purpose and at any time without other compensation than that specifically provided herein. The Consultant hereby warrants and represents that the Authority and LMDC will have at all times the ownership and rights provided for in the immediately preceding sentence free and clear of all claims of third persons whether presently existing or arising in the future and whether presently known to either of the parties of this Agreement or not. This Agreement shall not be construed, however, to require the Consultant to obtain for the Authority and LMDC the right to use any idea, design, method, material, equipment or other matter which is the subject of a valid patent, unless such patent is owned by the Consultant or one of his employees, or his subconsultant or the subconsultant's employees, in which case such right shall be obtained without additional compensation. It is agreed that all information of any nature whatsoever which is in any way connected with the services performed in connection with this Agreement, regardless of the form of which has been or may be given by you or on your behalf, whether prior or subsequent to the execution of this Agreement, to the Authority and LMDC, its Commissioners, officers, agents or employees, is not given in confidence and may be used or disclosed by or on behalf of the Authority and LMDC without liability of any kind, except as may arise under valid existing or pending patents, if any. On request of the Authority or LMDC during any stage of the work, Consultant shall deliver all such documents and materials to LMDC and the Authority. The Consultant agrees that it shall not prior to December 31, 2005 publish or, except in connection with carrying out its obligations under this Agreement, use or reuse all or any part of such materials or documents, including working papers, without prior written approval of the Authority and LMDC, except that the Consultant may retain one copy for general reference use.

The Authority and LMDC agree to credit the Consultant as the Master Plan architect for the World Trade Center site in documents and other communications except where they deem such a reference to be inappropriate. The Consultant shall have the right to reference and use materials developed for the Master Plan in its marketing efforts with the prior approval of the Authority's Director, Priority Capital Programs and LMDC's Chief Operating Officer.

16. If research or development is famished in connection with the performance of this Agreement and if in the course of such research or development patentable subject matter or other subject matter which may be the subject of intellectual property protection is produced by the Consultant, his officers, agents, employees, or subconsultants, the Authority and LMDC shall have, without cost or expense to them an irrevocable, non-exclusive royalty-free license to make, have made, and use, either itself or by anyone on its behalf, such subject matter in connection with any activity now or hereafter engaged in or permitted by the Authority or LMDC. Promptly upon request by the Authority, the Consultant shall famish or obtain from the appropriate person a form of license satisfactory to the Authority and LMDC, but it is expressly understood and agreed that, as between the Authority and LMDC and the Consultant the license herein provided for shall nevertheless arise for the benefit of the Authority and LMDC immediately upon the production of said subject matter, and shall not await formal exemplification in a written license agreement as provided for above. Such license agreement may be transferred by the Authority and LMDC to their successors, immediate or otherwise, in the operation or ownership of any real or personal property now or hereafter owned or operated by the Authority and LMDC but such license shall not be otherwise transferable.

17. You shall promptly and fully inform the Project Managers in writing of any patents or patent disputes, whether existing or potential, of which you have knowledge, relating to any idea, design, method, material, equipment or other matter related to the subject matter of this Agreement or coming to your attention in connection with this Agreement.

18. This Agreement being based upon your special qualifications for the services herein contemplated, any assignment, subletting or other transfer of this Agreement or any part hereof or of any moneys due or to become due hereunder without the express consent in writing of the Authority and LMDC shall be void and of no effect as to the Authority and LMDC, provided, however, that you may sublet services to subconsultants with the express consent in writing of the Project Managers. All persons to whom you sublet services, however, shall be deemed to be your agents and no subletting or approval thereof shall be deemed to release you from your obligations under this Agreement or to impose any obligation on the Authority and LMDC to such subconsultant or give the subconsultant any rights against the Authority and LMDC.

In the event you seek to assign, sublet or transfer this Agreement or any part hereof in violation of the preceding paragraph, the Authority and LMDC may revoke and annul this Agreement and the Authority and LMDC shall be relieved from any and all liability and obligations thereunder to you and to the person, company, partnership or corporation to whom such assignment, transfer or other disposal shall have been made and you and such assignee or transferee shall forfeit and lose all the money theretofore earned under this Agreement.

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

19. The Authority and LMDC has a long-standing practice of encouraging Minority Business Enterprises (MBEs) and Women Business Enterprises (WBEs) to seek business opportunities with it, either directly or as subconsultants or subcontractors. "Minority-owned business" or "MBE" means a business entity, including a sole proprietorship, partnership or corporation, which is at least 51 percent owned by one or more members of one or more minority groups, or, in the case of a publicly held corporation, at least 51 percent of the stock of which is owned by one or more members of one or more minority groups; and whose management and daily business operations are controlled by one or more such individuals who are citizens or permanent resident aliens. "Women-owned business" or "WBE" means a business entity, including a sole proprietorship, partnership or corporation, which is at least 51 percent owned by one or more women; or, in the case of a publicly held corporation, 51 percent of the stock of which is owned by one or more women: and whose management and daily business operations are controlled by one or more women who are citizens or permanent resident aliens.

"Minority group" means any of the following racial or ethnic groups:

A. Black persons having origins in any of the Black African racial groups not of Hispanic origin;

B. Hispanic persons of Puerto Rican, Mexican, Dominican, Cuban, Central or South American culture or origin, regardless of race;

C. Asian, Native Hawaiian and Pacific Islander persons having origins in any of the original peoples of the Far East, Southeast Asia, the Indian subcontinent or the Pacific Islands; or

D. American Indian or Alaskan Native persons having origins in any of the original peoples of North America and maintaining identifiable tribal affiliations through membership and participation or community identification.

The Authority has set a goal of 12 percent participation by qualified and certified MBEs and 5 percent to qualified and certified WBEs on consultant projects. LMDC has set a combined goal for MBE and WBE participation of 20% of the total value of this Agreement.

To be "certified" a firm must be certified by the Authority's Office of Business and Job Opportunity and by New York State as a minority or woman owned business.

In order to facilitate the meeting of these goals, the Consultant shall use its best efforts to utilize subconsultants who are certified MBEs or WBEs.

The Authority has a list of certified MBE/WBE service firms, which is attached. The Consultant will be required to submit to the Authority's Office of Business and Job Opportunity for certification the names of MBE/WBE firms he proposes to use who are not on the list of certified MBE/WBE firms.

In addition to the foregoing, the Consultant shall comply and cause each of its subconsultants to comply with the provisions of Schedule C and its Attachments (including quarterly reports) attached to and made a part of this Agreement, relating to non-discrimination and affirmative action.

20. Notwithstanding anything to the contrary contained herein, the Consultant shall be responsible for all injuries to persons, 'including death, or damage to property sustained while performing or resulting from the work under this Agreement, if and to the extent the same results from any act, omission, negligence, fault or default of the Consultant or its subconsultants, or their employees, agents, servants, independent contractors or subcontractors retained by Consultant pursuant to this Agreement. The Consultant agrees to defend, indemnify and hold the Indemnitees (the State of New York, the Authority and LMDC, harmless from any and all claims, judgments and liabilities, including but not limited to, claims, judgments and liabilities for injuries to persons (including death) and damage to property, if and to the extent the same results from any act, omission, negligence, fault or default of the Consultant or its subconsultants, or their agents, employees, servants, independent contractors and subcontractors and from any claims against, or liability incurred by the Indemnitees by reason of claims against the Consultant or its subconsultants, or their employees, agents, servants, independent contractors and subcontracts for any matter whatsoever in connection with the services performed under this Agreement, including, but not limited to, claims for compensation, injury or death, and agree to reimburse the Indemnitees for reasonable attorneys' fees incurred in connection with the above. The Consultant shall be solely responsible for the safety and protection of all its subconsultants, or the employees, agents, servants, independent contractors, or subcontractors of the Consultant or its subconsultants, and shall assume all liability for injuries, including death, that may occur to said persons due to the negligence, fault or default of the Consultant, its subconsultants, or their respective agents, employees, servants, independent contractors or subcontractors.

Notwithstanding anything to the contrary in this Agreement, the Authority and LMDC agree to defend, indemnify and hold harmless the Consultant and its subconsultants against any claim, suit, loss, damage or liability to the extent it arises solely from an order or direction issued by the Project Managers to the Consultant. The Consultant and its subconsultants shall cooperate with LMDC and the Authority in the defense of any such claim or suit.

The provisions in this paragraph shall survive the expiration or earlier termination of this Agreement.

21. COMMERCIAL GENERAL LIABILITY INSURANCE AND WORKER'S COMPENSATION INSURANCE

A. Commercial General Liability Insurance:

1) The Consultant shall take out and maintain at his own expense Commercial General Liability Insurance, on an occurrence basis, with contractual liability covering the obligations assumed by the Consultant under this Agreement, in limits of not less than $2,000,000 aggregate and $1,000,000 per occurrence. In addition, the policy shall include the Authority, and The Port Authority Trans Hudson Corporation (PATH), and LMDC as additional insureds and shall contain a provision that the policy may not be canceled, terminated or modified without thirty days written advance notice to the Authority, and LMDC at the addresses noted in subclause (1) of subparagraph C below. Moreover, the Commercial General Liability policy shall not contain any provisions (other than a Professional Liability exclusion, if any) for exclusions from liability other than provisions or exclusions from liability forming part of the standard, basic unamended and unendorsed Commercial General Liability Policy.

2) Further, Commercial General Liability Policy shall be specifically endorsed to prohibit the insurance carrier from raising any defense involving in any way jurisdiction of the tribunal, immunity of the Authority, governmental nature of the Authority or the provisions of any statutes respecting suits against the Authority without obtaining express advance written permission from the General Counsel of the Authority.

3) Additional Coverages: The Consultant shall have the policy endorsed when required by the Project Managers for specific services hereunder and include the additional premium cost thereof as an out-of-pocket expense:

(a) Endorsement to eliminate any exclusions applying to the underground property, explosion and collapse hazards.

(b) Endorsement to eliminate any exclusions on account of ownership, maintenance, operation, use, loading or unloading of watercraft.

B. Workers' Compensation Insurance: The Consultant shall take out and maintain Workers' Compensation Insurance in accordance with the requirements of law, including Chapter 41 of the Laws of 1914, as amended, known as the Worker's Compensation Law. This Agreement shall be voidable at the election of the Authority and LMDC and of no effect unless the Consultant complies with the preceding sentence.

C. Compliance:

1) Prior to commencement of work at the site, the Consultant shall deliver certificates from his insurer evidencing policies of the above insurance stating the title of this Agreement, both the LMDC Contract No. and the P.A. Contract No., and a separate express statement of compliance with each of the requirements above set forth to the Authority and LMDC at the following addresses:

Port Authority of NY & NJ
Supervisor, Contract Insurance
Risk Management
225 Park Avenue South - 12th floor
New York, N.Y. 10003

Lower Manhattan Development Corporation
Chief Financial Officer
One Liberty Plaza - 20th floor
New York, NY 10006

2) The Consultant shall also forward a copy of the aforementioned certificates to the Project Manager, at the following address:

Ron Pisapia
The Port Authority of NY & NJ
115 Broadway -5th floor
New York, N.Y. 10006

Andrew Winters
Lower Manhattan Development Corporation
One Liberty Plaza - 20th Floor
New York, N.Y. 10006

3) Upon request of the Manager, Risk Management, the Consultant shall furnish to the Authority a certified copy of each policy itself, including the provisions establishing premiums.

22. CERTIFICATION OF NO INVESTIGATION (CRIMINAL OR CIVIL ANTI-TRUST), INDICTMENT, CONVICTION, DEBARMENT, SUSPENSION, DISQUALIFICATION AND DISCLOSURE OF OTHER INFORMATION

By signing this Agreement, the Consultant and each person signing on behalf of the Consultant certifies, and in the case of a joint proposal each party thereto certifies as to its own organization, that the Consultant and each parent and/or affiliate of the Consultant has not:

A. been indicted or convicted in any jurisdiction;

B. been suspended, debarred, found not responsible or otherwise disqualified from entering into any agreement with any governmental agency or been denied a government agreement for failure to meet standards related to the integrity of the Consultant;

C. had an agreement terminated by any governmental agency for breach of agreement or for any cause based in whole or in part on an indictment or conviction;

D. ever used a name, trade name or abbreviated name, or an Employer Identification Number different from those inserted in the Proposal;

E. had any business or professional license suspended or revoked or, within the five years prior to proposal opening, had any sanction imposed in excess of $50,000 as a result of any judicial or administrative proceeding with respect to any license held or with respect to any violation of a federal, state or local environmental law, rule or regulation;

F. had any sanction imposed as a result of a judicial or administrative proceeding related to fraud, extortion, bribery, proposal rigging, embezzlement, misrepresentation or anti-trust regardless of the dollar amount of the sanctions or the date of their imposition; and

G. been, and is not currently, the subject of a criminal investigation by any federal, state or local prosecuting or investigative agency and/or a civil anti-trust investigation by any federal, state or local prosecuting or investigative agency.

23. NON-COLLUSIVE PROPOSING, AND CODE OF ETHICS CERTIFICATION, CERTIFICATION OF NO SOLICITATION BASED ON COMMISSION, PERCENTAGE, BROKER-AGE, CONTINGENT OR OTHER FEES

By proposing on this Agreement, each Consultant and each person signing on behalf of any Consultant certifies, and in the case of a Joint proposal, each party thereto certifies as to its own organization, that:

A. the prices in its proposal have been arrived at independently without collusion, consultation, communication or agreement for the purpose of restricting competition, as to any matter relating to such prices with any other consultant or with any competitor;

B. the prices quoted in its proposal have not been and will not be knowingly disclosed directly or indirectly by the Consultant prior to the official opening of such proposal to any other consultant or to any competitor;

C. no attempt has been made and none will be made by the Consultant to induce any other person, partnership or corporation to submit or not to submit a proposal for the purpose of restricting competition;

D. it has not made any offers or agreements or taken any other action with respect to any Authority or LMDC employee or former employee or immediate family member of either which would constitute a breach of ethical standards under the Code of Ethics dated April 11, 1996 (a copy of which is available upon request to the Authority), nor does this organization have any knowledge of any act on the part of an Authority or LMDC employee or former employee relating either directly or indirectly to this organization which constitutes a breach of the ethical standards set forth in said Code; and

E. no person or selling agency other than a bona fide employee or bona fide established commercial or selling agency maintained by the Consultant for the purpose of securing business, has been employed or retained by the Consultant to solicit or secure this Agreement on the understanding that a commission, percentage, brokerage, contingent, or other fee would be paid to such person or selling agency.

The foregoing certifications shall be deemed to be made by the Consultant as follows:

• if the Consultant is a corporation, such certification shall be deemed to have been made not only with respect to the Consultant itself, but also with respect to each parent, affiliate, director, and officer of the Consultant, as well as, to the best of the certifier's knowledge and belief, each stockholder of the Consultant with an ownership interest in excess of 10%;

• if the Consultant is a partnership, such certification shall be deemed to have been made not only with respect to the Consultant itself, but also with respect to each partner.

Moreover, the foregoing certifications, if made by a corporate Consultant, shall be deemed to have been authorized by the Board of Directors of the Consultant, and such authorization shall be deemed to include the signing and submission of the proposal and the inclusion therein of such certification as the act and deed of the corporation.

In any case where the Consultant cannot make the foregoing certifications, the Consultant shall so state and shall furnish with the signed proposal a signed statement, which sets forth in detail the reasons therefor. If the Consultant is uncertain as to whether it can make the foregoing certifications, it shall so indicate in a signed statement furnished with its proposal, setting forth in such statement the reasons for its uncertainty.

Notwithstanding that the Consultant may be able to make the foregoing certifications at the time the proposal is submitted, the Consultant shall immediately notify the Authority and LMDC in writing during the period of irrevocability of proposals on this Agreement or any extension of such period of any change of circumstances which might under this clause make it unable to make the foregoing certifications or require disclosure. The foregoing certifications or signed statement shall be deemed to have been made by the Consultant with full knowledge that they would become a part of the records of the Authority and LMDC and that the Authority and LMDC will rely on their truth and accuracy in awarding this Agreement. In the event that the Authority and LMDC should determine at any time prior or subsequent to the award of this Agreement that the Consultant has falsely certified as to any material item in the foregoing certifications or has willfully or fraudulently famished a signed statement which is false in any material respect, or has not fully and accurately represented any circumstance with respect to any item in the foregoing certifications required to be disclosed, the Authority and LMDC may determine that the Consultant is not a responsible Consultant with respect to its proposal on the Agreement or with respect to future proposals on Authority and LMDC agreements and may exercise such other remedies as are provided to it by the Agreement with respect to these matters. In addition, Consultants are advised that knowingly providing a false certification or statement pursuant hereto may be the basis for prosecution for offering a false instrument for filing (see, e.g. New York Penal Law, Section 175.30 et seq.). Consultants are also advised that the inability to make such certification will not in and of itself disqualify a Consultant, and that in each instance the Authority and LMDC will evaluate the reasons therefor provided by the Consultant.

24. CONSULTANT ELIGIBILITY FOR AWARD OF AGREEMENTS - DETERMINATION BY AN AGENCY OF THE STATE OF NEW YORK OR NEW JERSEY CONCERNING ELIGIBILITY TO RECEIVE PUBLIC AGREEMENTS

The Consultant is advised that the Authority has adopted a policy to the effect that in awarding its agreements it will honor any determination by an agency of the State of New York or New Jersey that a consultant is not eligible to propose on or be awarded public agreements because the consultant has been determined to have engaged in illegal or dishonest conduct or to have violated prevailing rate of wage legislation.

The policy permits a consultant whose ineligibility has been so determined by an agency of the State of New York or New Jersey to submit a proposal on a Port Authority agreement and then to establish that it is eligible to be awarded an agreement on which it has submitted a proposal because (i) the state agency determination relied upon does not apply to the consultant, or (ii) the state agency determination relied upon was made without affording the consultant the notice and hearing to which the consultant was entitled by the requirements of due process of la1w, or (iii) the state agency determination was clearly erroneous or (iv) the state agency determination relied upon was not based on a finding of conduct demonstrating a lack of integrity or violation of a prevailing rate of wage law.

The full text of the resolution adopting the policy may be found in the Minutes of the Authority's Board of Commissioners meeting of September 9, 1993.

25. NO GIFTS, GRATUITIES, OFFERS OF EMPLOYMENT, ETC.

During the term of this Agreement, the Consultant shall not offer, give or agree to give anything of value either to a Port Authority or LMDC employee, agent, job shopper, consultant, construction manager or other person or firm representing the Port Authority or LMDC, or to a member of the immediate family (i.e., a spouse, child, parent, brother or sister) of any of the foregoing, in connection with the performance by such employee, agent, job shopper, consultant, construction manager or other person or firm representing the Port Authority or LMDC of duties involving transactions with the Consultant on behalf of the Port Authority or LMDC, whether or not such duties are related to this Agreement or any other Port Authority or LMDC agreement or matter. Any such conduct shall be deemed a material breach of this Agreement.

As used herein "anything of value" shall include but not be limited to any (a) favors, such as meals, entertainment, transportation (other than that contemplated by the Agreement or any other Port Authority or LMDC agreement), etc. which might tend to obligate the Port Authority or LMDC employee to the Consultant, and (b) gift, gratuity, money, goods, equipment, services, lodging, discounts not available to the general public, offers or promises of employment, loans or the cancellation thereof, preferential treatment or business opportunity. Such term shall not include compensation contemplated by this Agreement or any other Port Authority or LMDC agreement. Where used herein, the term "Port Authority or LMDC" shall be deemed to include all subsidiaries of the Port Authority or LMDC.

The Consultant shall insure that no gratuities of any kind or nature whatsoever shall be solicited or accepted by it and by its personnel for any reason whatsoever from the passengers, tenants, customers or other persons using the Facility and shall so instruct its personnel.

In addition, during the term of this Agreement, the Consultant shall not make an offer of employment or use confidential information in a manner proscribed by the Code of Ethics and Financial Disclosure dated April 11, 1996 (a copy of which is available upon request to the Office of the Secretary of the Port Authority).

The Consultant shall not permit any officer, employee, agent or director of the Authority or LMDC, or any of their respective subsidiaries to participate in any decision relating to this Agreement which affects the personal interest of the aforementioned individuals, or the interests of any corporation, partnership, or association in which those individuals are directly or indirectly interested; nor shall any officer, agent, director or employee of the Authority and LMDC be permitted by the Consultant to have any interest, direct or indirect, in this Agreement or the proceeds thereof.

The Consultant shall include the provisions of this clause in each subagreement entered into under this Agreement. The Consultant will take such action in enforcing such provisions as the Authority and LMDC may direct, or, at its option, assign such rights as it may have to the Authority and LMDC for enforcement by the Authority and LMDC.

26. CONFLICT OF INTEREST

During the term of this Agreement, the Consultant shall not participate in any way in the preparation, negotiation or award of any contract (other than a contract for its own services to the Authority or LMDC) to which it is contemplated the Port Authority or LMDC may become a party, or participate in any way in the review or resolution of a claim in connection with such an agreement if the Consultant has a substantial financial interest in the consultant or potential contractor of the Port Authority or LMDC or if the Consultant has an arrangement for future employment or for any other business relationship with said contractor or potential contractor, nor shall the Consultant at any time take any other action which might be viewed as or give the appearance of conflict of interest on its part. If the possibility of such an arrangement for future employment or for another business arrangement has been or is the subject of a previous or current discussion, or if the Consultant has reason to believe such an arrangement may be the subject of future discussion, or if the Consultant has any financial interest, substantial or not, in a consultant or potential consultant of the Authority or LMDC, and the Consultant's participation in the preparation, negotiation or award of any agreement with such a consultant or the review or resolution of a claim in connection with such an agreement is contemplated or if the Consultant has reason to believe that any other situation exists which might be viewed as or give the appearance of a conflict of interest, the Consultant shall immediately inform the Project Managers in writing of such situation giving the full details thereof Unless the Consultant receives the specific written approval of the Project Managers, the Consultant shall not take the contemplated action which might be viewed as or give the appearance of a conflict of interest. In the event the Project Managers shall determine that the performance by the Consultant of a portion of its services under this Agreement is precluded by the provisions of this numbered paragraph, or a portion of the Consultant's said services is determined by the Project Managers to be no longer appropriate because of such preclusion, then the Project Managers shall have full authority on behalf of both parties to order that such portion of the Consultant's services not be performed by the Consultant, reserving the right, however, to have the services performed by others and any lump sum compensation -payable hereunder which is applicable to the deleted work shall be equitably adjusted by the parties. The Consultant's execution of this document shall constitute a representation by the Consultant that at the time of such execution the Consultant knows of no circumstances, present or anticipated, which come within the provisions of this paragraph or which might otherwise be viewed as or give the appearance of a conflict of interest on the Consultant's part. The Consultant acknowledges that the Authority or LMDC may preclude it from involvement in certain disposition/privatization initiatives or transactions that result from the findings of its evaluations hereunder or from participation in any agreements that result, directly or indirectly, from the services provided by the Consultant hereunder.

27. DEFINITIONS

As used in sections 23 to 26 above, the following terms shall mean:

Affiliate - Two or more firms are affiliates if a parent owns more than fifty percent of the voting stock of each of the firms, or a common shareholder or group of shareholders owns more than fifty percent of the voting stock of each of the firms, or if the firms have a common proprietor or general partner.

Agency or Governmental Agency - Any federal, state, city or other local agency, including departments, offices, public authorities and corporations, boards of education and higher education, public development corporations, local development corporations and others.

Investigation - Any inquiries made by any federal, state or local criminal prosecuting agency and any inquiries concerning civil anti-trust investigations made by any federal, state or local governmental agency. Except for inquiries concerning civil anti-trust investigations, the term does not include inquiries made by any civil government agency concerning compliance with any regulation, the nature of which does not carry criminal penalties, nor does it include any background investigations for employment, or Federal, state, and local inquiries into tax returns.

Officer - Any individual who serves as chief executive officer, chief financial officer, or chief operating officer of the consultant by whatever titles known.

Parent - An individual, partnership, joint venture or corporation which owns more than 50% of the voting stock of the consultant.

28. ADDITIONAL HUD REQUIREMENTS

The Consultant in performing its obligations and in preparing all documents required under this Agreement shall comply with all applicable laws and regulations. All provisions required by such laws and regulations to be included in this Agreement shall be deemed to be included in this Agreement with the same effect as if set forth in full. Such laws shall include, but are not limited to, the laws referenced in this paragraph 27.

The Consultant shall comply with all applicable HUD guidelines relating to Community Development Block Grant ("CDBG") funding, as modified or waive with respect to LMDC and published by HUD at 67 F.R. 12707 and 67 F.R. 36017. The Consultant shall comply with applicable provisions of the Housing and Community Development Act of 1974, as amended, section 434 of the Departments of Veterans Affairs and Housing and Urban Development, and Independent Agencies Appropriations Act, 2002 (Public Law 107-73), the 2001 Emergency Supplemental Appropriations Act for Recovery from and Response to Terrorist Attacks on the United States (Public Law 107-38), and other applicable laws, including but not limited to:

(a) Anti-discrimination and Labor Laws, including but not limited to:

(1) The Housing and Urban Development Act of 1968 (12 U.S.C. § 1701u) as supplemented by HUD regulations (24 CFR part 135) with respect to efforts to provide to the greatest extent feasible employment and other economic opportunities to low- and very low-income individuals. The Consultant will be required to report on its efforts and the results of such efforts on a quarterly basis;

(2) Nondiscrimination in program administration and activities (29 U.S.C. § 794, 42 U.S.C. § 5309(a) and § 6101 et seq.);

(3) Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq.);

(4) The Fair Housing Act (42 U. S. C. § § 3 601-20);

(5) The Copeland "Anti-Kickback" Act (18 U.S.C. § 874) as supplemented in the U.S. Department of Labor ("DOL") regulations (29 CFR part 3) with respect to all contracts for construction or repair;

(6) The Davis-Bacon Act (42 U.S.C. 5310, 40 U.S.C. §§ 276a to 276a-7), as supplemented by DOL regulations (29 CFR part 5), with respect to construction contracts in excess of $2000; and

(7) Sections 103 and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. §§ 327-330) as supplemented by DOL regulations (29 CFR part 5) with respect to construction contracts in excess of $2000, and in excess of $2500 for other contracts which involve the employment of mechanics or laborers.

(b) Safe and Accessible Facilities and Services. The Consultant must provide safe and accessible facilities and services in accordance with applicable law, including but not limited to:

(1) Americans with Disabilities Act (42 U.S.C. §§ 4151-4157);

(2) The Lead-Based Paint Poisoning and Prevention Act (42 U. S.C. § § 4821-4846);

(3) All applicable standards, orders, or requirements issued under section 306 of the Clean Air Act (42 U.S.C. § 1857(h)), section 508 of the Clean Water Act (33 U.S.C. § 1368), Executive Order 11738, and Environmental Protection Agency regulations (40 CFR part 15); and

(4) Mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (Pub. L. 94-163, 89 Stat. 871) (53 FR 8068, 8087, Mar. 11, 1988, as amended at 60 FR 19639, 19642, Apr. 19, 1995).

(c) Privacy Act. The Consultant must comply with the Privacy Act (5 U.S.C. § 552a) and ensure that all personal information obtained from the public is handled in compliance with the Privacy Act. The Consultant must ensure the minimum required access to any such personal information collected or received from the public and will hire a bonded clerk to ensure compliance with the Privacy Act as to any such information in its possession.

(d) Drug Free Workplace. The Consultant shall or shall continue to provide and maintain a drug-free workplace by implementing a workplace drag policy that includes:

(1) Publishing a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the grantee's workplace and specifying the actions that will be taken against employees for violation of such prohibition;

(2) Establishing an ongoing drug-free awareness program to inform employees about (i) the dangers of drug abuse in the workplace, (ii) the grantee's policy of maintaining a drug-free workplace, (iii) any available drug counseling, rehabilitation, and employee assistance programs; and (iv) the penalties that may be imposed upon employees for drug abuse violations occurring in the workplace;

(3) Making it a requirement that each employee to be engaged in the performance of the grant be given a copy of the statement required by subparagraph (1) herein;

(4) Notifying the employee in the statement required by subparagraph (1) herein that, as a condition of employment under the grant, the employee will: (i) abide by the terms of the statement; and (ii) notify the employer in writing of his or her conviction for a violation of a criminal drug statute occurring in the workplace no later than five calendar days after such conviction;

(5) Notifying LMDC, in writing, within five (5) calendar days after receiving notice under subparagraph 4(ii) from an employee or otherwise receiving actual notice of such conviction; and

(6) Taking one of the following actions, within 30 calendar days of receiving notice under subparagraph 4(ii), with respect to any employee who is so convicted: (i) taking appropriate personnel action against such an employee, up to and including termination, consistent with the requirements of the Rehabilitation Act of 1973, as amended; or (ii) requiring such employee to participate satisfactorily in a drug abuse assistance or rehabilitation program approved for such purposes by a Federal, State, or local health, law enforcement, or other appropriate agency.

(e) Anti-Lobbying. To the best of its knowledge and belief.

(1) No Federal appropriated funds have been paid or will be paid, by or on behalf of it, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement;

(2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, it will complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions; and

(3) It will require that the certification language of this paragraph (e) be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly.

Except as otherwise instructed in writing by the Authority and LMDC, the Consultant shall obtain and comply with all legally required licenses, consents, approvals, orders, authorizations, permits, restrictions, declarations and filings required to be obtained by the Authority, LMDC or the Consultant in connection with this Agreement.

29. FTA REQUIREMENTS

This Agreement will be funded in part by the Federal Transportation Administration ("FTA") pursuant to a Master Agreement with the Authority. Under that Master Agreement the Authority's contractor, consultant or vendor, and each subcontractor, sub-consultant and subvendor under this Agreement is bound to perform its services in connection with Task A. I as described in Section III of Schedule B (Scope of Work) in accordance with the following provisions as if it was the direct signatory of the Master Agreement, the "Recipient or "Grantee".

Master Agreement References

Section 2.c(l)

c. Application of Federal, State, and Local Laws and Regulations.

(1) Federal Laws and Regulations. Federal law or specific laws authorizing Project approval control Project implementation. Implementing regulations, policies, and related administrative practices applicable on the effective date of this Grant maybe modified after the date when the Recipient executes the Grant Agreement, and might apply to this project. New Federal laws, regulations, policies, and administrative practices may be promulgated after the date when the Recipient executes the Grant Agreement, and might apply to this project. The most recent of such Federal requirements will govern the administration of the Project at any particular time, unless FTA issues a written determination otherwise. All standards or limits within this Lower Manhattan Recovery Master Agreement are minimum requirements, unless modified by FTA.

Section 2.f

f. No Federal Government Obligations to Third Parties. Absent the Federal Government's express written consent, the Federal Government shall not be subject to any obligations or liabilities to any subrecipient, any third party contractor, or any other person not a party to the Grant Agreement in connection with the performance of the Project. Notwithstanding that the Federal Government may have concurred in or approved any solicitation, subagreement, or third party contract, the Federal Government has no obligations or liabilities to any party, including any subrecipient or any third party contractor.

Section 3-b

b. Debarment and Suspension. The Recipient will itself comply, and assure the compliance of each third party contractor and subrecipient at any tier, with Executive Orders Nos. 12549 and 12689, "Debarment and Suspension," 31 U.S.C. § 6101 note, and U.S. DOT regulations, "Government wide Debarment and Suspension (Nonprocurement)," within 49 C.F.R. Part 29. Recipients, third party contractors and subrecipients will review the Excluded Parties Listing System at http://gpls.arnet.gov before entering into any contracts.

Section 3.d

d. Lobbying Restrictions. The Recipient will itself comply and assures the compliance of each third party contractor or any tier and each subrecipient at any tier, with U.S. DOT regulations, "New Restrictions on Lobbying," 49 C.F.R. Part 20, modified as necessary by 31 U.S.C.§ 1352.

Section 3.f

f. False or Fraudulent Statements or Claims. The Recipient certifies or affirms the truthfulness and accuracy of each statement it has made, it makes, or it may make in connection with the Project covered by the Grant Agreement pursuant to the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. §§ 3801 et seq. and U.S. DOT regulations, "Program Fraud Civil Remedies," 49 C.F.R. Part 31 and 18 U.S.C. § 1001.

Section 8(e)

e. Access to Records of Recipients and Subrecipients. Upon request, the Recipient will permit, and require its Subrecipients to permit, the U.S. Secretary of Transportation, the Comptroller General of the United States, and, to the extent appropriate, the State, or their authorized representatives, to inspect all Project work, materials, payrolls, and other data, and to audit the books, records, and accounts of the Recipient and its Subrecipients pertaining to the Project.

Section 12. Civil Rights.

The Recipient will comply with all applicable civil rights statutes and implementing regulations including, but not limited to, the following:

a. Nondiscrimination in General. The Recipient will comply, and assures the compliance of each third party contractor at any tier and each subrecipient at any tier under the Project with 42 U.S.C. § 515 1, which requires the distribution of supplies, the processing of applications, and other relief and assistance activities in an equitable and impartial manner, without discrimination on the grounds of race, color, religion, nationality, sex, age, or economic status, and with 49 U.S.C. §5332, which prohibits discrimination on the basis of race, color, creed, national origin, sex, or age, and prohibits discrimination in employment or business opportunity.

b. Nondiscrimination -- Title VI of the Civil Rights Act. The Recipient will comply, and assures the compliance of each third party contractor and each subrecipient at any tier under the Project, with all requirements prohibiting discrimination on the basis of race, color, or national origin of Title VI of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000d et seq., and U.S. DOT regulations, "Nondiscrimination in Federally-Assisted Programs of the Department of Transportation--Effectuation of Title VI of the Civil Rights Act," 49 C.F.R. Part 21.

c. Equal Employment Opportunity.

(1) The Recipient will comply, and assures the compliance of each third party contractor at any tier and each subrecipient at any tier, with all requirements of Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000e. Accordingly, the Recipient agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed, sex, disability, age, or national origin. The Recipient will take affirmative action to ensure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, sex, disability, age, or national origin. Such action shall include, but not be limited to, employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship.

(2) Equal Employment Opportunity Requirements for Construction Activities. With respect to activities deemed by the U.S. Department of Labor (U.S. DOL) to qualify as "construction," the Recipient will comply, and assures the compliance of each third party contractor at any tier and each subrecipient at any tier, with all applicable EEO requirements of U.S. DOL regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," 41 C.F.R. Parts 60 et seq., (which implement Executive Order No. 11246, "Equal Employment Opportunity," as amended by Executive Order No. 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," 42 U.S.C. § 2000(e) note,) and any Federal statutes, executive orders, regulations, and Federal policies affecting construction undertaken as part of the Project.

d. Contracting with Small and Minority Finns, Women's Business Enterprise and Labor Surplus Area Firms. Pursuant to Executive Order 12432 as implemented by 49 CFR § 18.36(e). Recipient and its subrecipients will take all necessary affirmative steps to assure that minority firms, women's business enterprises, and labor surplus area firms are used when possible.

e. Nondiscrimination on the Basis of Sex. The Recipient will comply with all applicable requirements of Title IX of the Education Amendments of 1972, as amended, 20 U.S.C. §§ 1681 et seq., with U.S. DOT regulations, "Nondiscrimination on the Basis of Sex in Education Programs or Activities Receiving Federal Financial Assistance," 49 C.F.R. Part 25, and with any implementing directives that U.S. DOT or FTA may promulgate, which prohibit discrimination on the basis of sex.

f. Nondiscrimination on the Basis of Age. The Recipient will comply with all applicable requirements of the Age Discrimination Act of 1975, as amended, 42 U.S.C. §§ 6101 et seq., and implementing regulations, which prohibit employment and other discrimination against individuals on the basis of age.

g. Access Requirements for Persons with Disabilities. The Recipient will comply with all applicable requirements of section 504 of the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 794, which prohibits discrimination on the basis of handicaps, with the Americans with Disabilities Act of 1990 (ADA), as amended, 42 U.S. C. § § 12101 et seq., which requires that accessible facilities and services be made available to persons with disabilities, including any subsequent amendments to that Act, and with the Architectural Barriers Act of 1968, as amended, 42 U.S.C. §§ 4151 et seq., which requires that buildings and public accommodations be accessible to persons with disabilities, including any subsequent amendments to that Act. In addition, the Recipient will comply with all applicable requirements of the following regulations and any subsequent amendments thereto:

(1) U.S. DOT regulations, "Transportation Services for Individuals with Disabilities (ADA)," 49 C.F.R. Part 37;

(2) U.S. DOT regulations, "Nondiscrimination on the Basis of Handicap in Programs and Activities Receiving or Benefiting from Federal Financial Assistance," 49 C.F.R. Part 27;

h. Drug or Alcohol Abuse - Confidentiality and Other Civil Rights Protections. The Recipient will comply with confidentiality and other civil rights protections of the Drug Abuse Office and Treatment Act of 1972, as amended, 21 U. S. C. § § 1174 et seq., with the Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970, as amended, 42 U.S.C. §§ 4581 et seq., and with the Public Health Service Act of 1912, as amended, 42 U.S.C. §§ 290dd-3 and 290ee-3, and any subsequent amendments to these acts.

i. Access to Services for Persons with Limited English Proficiency. The Recipient will comply with guidance set forth in Executive Order No. 13166,"Improving Access to Services for Persons with Limited English Proficiency," August 11, 2000,42 U.S.C. § 2000d-1 note, and with the requirements and provisions of U.S. DOT Notice, "DOT Guidance to Recipients on Special Language Services to Limited English Proficient (LEP) Beneficiaries," 66 Fed. Re . 6733 et seq., January 22, 2001.

j. Environmental Justice. The Recipient will comply with the policies of Executive Order No. 12898, "Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations," 42 U.S.C. § 4321 note.

k. Other Nondiscrimination Statutes. The Recipient will comply with applicable requirements of other nondiscrimination statute(s) that may apply to the Project.

Section 14. Preference for United States Products and Services.

a. Not Applicable.

b. Not Applicable.

c. Fly America. The Federal Government will not participate in the costs of international air transportation of any persons involved in or property acquired for the Project unless that air transportation is provided by U.S.-flag air carriers to the extent service by U.S.-flag air carriers is available, in accordance with the International Air Transportation Fair Competitive Practices Act of 1974, as amended, 49 U.S.C. § 40118, and with U.S. GSA regulations, "Use of United States Flag Air Carriers," 41 C.F.R. §§ 301-10.131 through 301-10.143.

Section 15. Procurement.

a. Federal Standards. The Recipient will comply with 49 CFR § 18.36.

Section 15.f

f. Clean Air and Clean Water. The Recipient will include in third party contracts and subgrants exceeding $100,000 adequate provisions to ensure that Project participants report the use of facilities placed or likely to be placed on U.S. EPA's "List of Violating Facilities," refrain from using violating facilities, report violations to FTA and the Regional EPA Office, and comply with the inspection and other applicable requirements of:

(1) Section 306 of the Clean Air Act, as amended, 42 U.S.C. § 7414, and other applicable provisions of the Clean Air Act, as amended, 42 U.S.C. § § 7401 et seq.; and

(2) Section 508 of the Federal Water Pollution Control Act, as amended, 33 U.S.C. § 1368, and other provisions of the Federal Water Pollution Control Act, as amended, 33 U.S.C. §§ 1251 et seq.

Section 15.g

g. Preference for Recycled Products. To the extent applicable, the Recipient will comply with U.S. EPA's "Comprehensive Procurement Guidelines for Products Containing Recovered Materials," 40 C.F.R. Part 247, implementing section 6002 of the Resource Conservation and Recovery Act, as amended, 42 U.S.C. § 6962, and otherwise provide a competitive preference for products and services that conserve natural resources and protect the environment and are energy efficient.

Section 15.s

s. Electronic and Information Technology. Electronic and information technology procured under this Project will meet the applicable accessibility standards of section 508 of the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 794d, and Architectural and Transportation Barriers Compliance Board regulations, "Electronic and Information Technology Accessibility Standards," 36 C.F.R. Part 1194.

Section 17. Patent Rights.

a. General. If any invention, improvement, or discovery of the Recipient or any of its third party contractors is conceived or first actually reduced to practice in the course of or under the Project, and that invention, improvement, or discovery is patentable under the laws of the United States of America or any foreign country, the Recipient will notify FTA immediately and provide a detailed report.

b. Federal Rights. The rights and responsibilities of the Recipient, and those of each third party contractor at any tier and each subrecipient at any tier, pertaining to that invention, improvement, or discovery will be determined in accordance with applicable Federal laws, regulations, including any waiver thereof.

Section 18. Rights in Data and Copyrights.

a. Definition. The term "subject data" used in this section means recorded information, whether or not copyrighted, that is delivered or specified to be delivered under the Project. Examples include, but are not limited to: computer software, standards, specifications, engineering drawings and associated lists, process sheets, manuals, technical reports, catalog item identifications, and related information. "Subject data" does not include financial reports, cost analyses, or similar information used for Project administration.

b. General Requirement. Except for its own internal use, the Recipient may not publish or reproduce "subject data" whether in whole or in part, in any manner or form, nor may the Recipient authorize others to do so, without the prior written consent of the Federal Government, unless the Federal Government has previously released or approved the release of such data to the public.

c. - h. Requirements condensed into a. & b. above.

Section 23(e)

e. Seismic Safety. The Recipient will comply with the Earthquake Hazards Reduction Act of 1977, as amended, 42 U.S. C. §§ 7701 et seq., Executive Order No. 12699, "Seismic Safety of Federal and Federally-Assisted or Regulated New Building Construction," 42 U.S.C. § 7704 note, and implementing U.S. DOT regulations, "Seismic Safety,"49 C.F.R. Part 41, (specifically, 49 C.F.R. § 41.117).

Section 24. Employee Protections.

a. Construction Activities. The Recipient will comply, and assures the compliance of each third party contractor at any tier and each subrecipient at any tier, with the following employee protection requirements for construction employees:

(1) Davis-Bacon Act, as amended, 40 U.S.C. §§ 276a - 276a(7), requiring compliance with the Davis-Bacon Act, and U.S. DOL regulations, "Labor Standards Provisions Applicable to Contracts Governing Federally Financed and Assisted Construction (also Labor Standards Provisions Applicable to Nonconstruction Contracts Subject to the Contract Work Hours and Safety Standards Act)," 29 C.F.R. Part 5.

(2) Contract Work Hours and Safety Standards Act, as amended, particularly with the requirements of section 102 of the Act, 40 U.S.C. §§ 327 - 332; and U.S. DOL regulations, "Labor Standards Provisions Applicable to Contracts Governing Federally Financed and Assisted Construction (also Labor Standards Provisions Applicable to Nonconstruction Contracts Subject to the Contract Work Hours and Safety Standards Act)," 29 C.F.R. Part 5; and with section 107 of the Act, 40 U.S.C. § 333, and U.S. DOL regulations, "Safety and Health Regulations for Construction," 29 C.F.R. Part 1926; and

(3) Copeland "Anti-Kickback" Act, as amended, 18 U.S.C. § 874 and 40 U.S.C. § 276c, and U.S. DOL regulations, "Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in part by Loans or Grants from the United States," 29 C.F.R. Part 3.

Section 24.b

b. Activities Not Involving Construction. The Recipient will comply, and assure the compliance of each third party contractor and each subrecipient at any tier, with any applicable employee protection requirements for nonconstruction employees of section 102 of the Contract Work Hours and Safety Standards Act, as amended, 40 U.S.C. §§ 327 - 332, and U.S. DOL regulations, "Labor Standards Provisions Applicable to Contracts Governing Federally Financed and Assisted Construction (also Labor Standards Provisions Applicable to Nonconstruction Contracts Subject to the Contract Work Hours and Safety Standards Act)," 29 C.F.R. Part 5.

Section 26. Energy Conservation.

The Recipient will comply with the mandatory energy efficiency standards and policies within the applicable State energy conservation plans issued in compliance with the Energy Policy and Conservation Act, 42 U.S.C. §§ 6321 et seq.

49 CFR § 18.36

(b) Procurement Standards.

(11) Grantees and subgrantees alone will be responsible, in accordance with good administrative practice and sound business judgment, for the settlement of all contractual and administrative issues arising out of procurements. These issues include, but are not limited to source evaluation, protests, disputes, and claims. These standards do not relieve the grantee or subgrantee of any contractual responsibilities under its contracts. Federal agencies will not substitute their judgment for that of the grantee or subgrantee unless the matter is primarily a Federal concern. Violations of law will be referred to the local, State, or Federal authority having proper jurisdiction.

(12) Grantees and subgrantees will have protest procedures to handle and resolve disputes relating to their procurements and shall in all instances disclose information regarding the protest to the awarding agency. A protestor must exhaust all administrative remedies with the grantee and subgrantee before pursuing a protest with the Federal agency. Reviews of protests of the Federal agency will be limited to:

(i) Violations of Federal law or regulations and the standards of this section (violations of State or local law will be under the jurisdiction of State or local authorities) and

(ii) Violations of the grantee's or subgrantee's protest procedures for failure to review a complaint or protest. Protests received by the Federal agency other than those specified above will be referred to the grantee or subgrantee.

(i) Contract provisions. A grantee's and subgrantee's contracts must contain provisions in paragraph (i) of this section. Federal agencies are permitted to require changes, remedies, changed conditions, access and records retention, suspension of work, and other clauses approved by the Office of Federal Procurement Policy.

(2) Termination for cause and for convenience by the grantee or subgrantee including the manner by which it will be effected and the basis for settlement. (All contracts in excess of $10,000)

(k) Section 3(a)(2)(C) of the UMT Act of 1964, as amended, prohibits the use of grant or loan funds to support procurements utilizing exclusionary or discriminatory specifications.

(l) 46 U.S.C. 1241(b)(1) and 46 CFR Part 381 impose cargo preference requirements on the shipment of foreign made goods.

Section 18.44 Termination for Convenience.

Except as provided in Section 18.43 awards may be terminated in whole or in part only as follows: (a) By the awarding agency with the consent of the grantee or subgrantee in which case the two parties shall agree upon the termination conditions, including the effective date and in the case of partial termination, the portion to be terminated, or (b) By the grantee or subgrantee upon written notification to the awarding agency, setting forth the reasons for such termination, the effective date, and in the case of partial termination, the portion to be terminated. However, if in the case of a partial termination, the awarding agency determines that the remaining portion of the award will not accomplish the purposes for which the award was made, the awarding agency may terminate the award in its entirety under either Sec. 1843 or paragraph (a) of this section.

30. The entire agreement between the parties is contained herein and no change in or modification, termination or discharge of this Agreement in any form whatsoever shall be valid or enforceable unless it is in writing and signed by the party to be charged therewith, or his duly authorized representative, provided, however, that termination in the manner hereinbefore expressly provided shall be effective as so provided.

31. No Commissioner, officer, agent or employee of the Authority or LMDC shall be charged personally by you with any liability or held liable to you under any term or provision of this Agreement, or because of its execution or attempted execution or because of any breach hereof.

32. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

					EXHIBIT A-1
			LMDC SCHEDULE OF REIMBURSABLE ALLOWANCES

				      BREAKFAST          LUNCH		     DINNER
				   With	   Without   With    Without	With	Without
				   Receipt Receipt   Receipt Receipt	Receipt	Receipt
I. MEALS ALLOWANCES

   A. OVERTIME
      NORMAL WORKDAY - 8:00 PM						        $15.00
      (10 or more hours worked)

      SAT., SUN & HOLIDAYS
      OVER 4 HOURS				             $10.00
      OVER 10 HOURS						                $15.00

   B. BUSINESS GUESTS (PER PERSON)
      METRO N.Y.	           $10.00            $25.00             $45.00
      UPSTATE N.Y.	           $ 8.00            $20.00             $35.00

   C. NON-OVERNIGHT TRAVEL DAY TRIPS       $8.00(a)                             $15.00(b)

   D. OVERNIGHT TRAVEL

      1st & last day (partial)             $7-$9(a)                             $27-$37(b)
      Interim full days            (REIMBURSEMENT RATES ARE BASED ON LOCALITY-See
                                   Attached)

   BREAKDOWN OF MEALS BASED ON
	   LOCATION
   DAILY   BREAKFAST   DINNER
   $50       $10         $40
   $46        $9         $37
   $42        $8         $34
   $38        $8         $30

II. LODGING (See attached)

III. TRANSPORTATION ALLOWANCES

   A. PERSONAL CAR MILEAGE	                36.5 cents per mile.

   B. PERSONAL CAR - OVERTIME	                Actual $50 limit on overtime

   C. CAR RENTAL                                Actual
		                                Note: Be sure that sales tax is not charged and
		                                that collision damage waiver insurance is
		                                declined when renting in NYS.

   D. AIRLINE & OTHER PUBLIC TRANSPORTATION	Actual - evidenced by receipt (limited to
		                                Government/corporate coach rate.)

   E.TAXIFARES	                                Actual - evidenced by receipt
	                                        $50 limit on overtime

_________________

(a)	When travel status begins prior to 7:00 AM
(b)	When travel status ends after 8:00 PM

Rev. May 2003

[1 page of lodging rates in New York State cities omitted.]

[1 page of Invoice Summary sample omitted.]

[3 pages.]

EXHIBIT A-2

LMDC BILLING POLICY

(ONLY APPLICABLE WHERE REIMBURSEMENT IS PART OF THE AGREEMENT)

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

Mr. Andrew Winters
Vice President and Director for Planning, Design & Development
Lower Manhattan Development Corporation
1 Liberty Plaza, 20th Floor
New York, New York 10006

Invoices should be submitted monthly and include LMDC's contract and project numbers, if any. Consultant should also include federal identification number with the first invoice.

2. OUT OF POCKET EXPENSES. Out-of-pocket expenses should be delineated on any invoices by general category. Consultant must submit supporting documentation for each individual expense category in excess of $25.

3. MEALS. Consultant shall be reimbursed in accordance with the LMDC Schedule of Reimbursable Allowances, with the names of attendees to be included, a copy of which is attached. Business meals are not allowed except to the extent they are specifically authorized by LMDC.

4. PRINTING.

(a) Internal printing and copying are not reimbursable. It is part of Consultant's overhead cost, unless ordered by or for specific use of LMDC or its subsidiaries.

(b) Outside printing will be reimbursed only to the extent of prints requested by LMDC, and at cost evidenced by a receipt.

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

5. TELEPHONE.

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

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

6. TRANSPORTATION. Consultant shall be reimbursed in accordance with the Schedule of Reimbursable Allowances.

7. LODGING. Consultant shall be reimbursed in accordance with the Schedule of Reimbursable Allowances.

8. NON-REIMBURSABLE ITEMS. Consultant will not be reimbursed for the following expenses:

(a) Flight insurance.

(b) Valet Services (except five or more consecutive days of travel).

(c) Personal expenses of any type.

(d) Expenses paid for LMDC employees.

(e) Travel to any LMDC office to "deliver vouchers or pick up check".

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

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

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

10. NO REIMBURSEMENT FOR SALES TAX. LMDC is a subsidiary of a public benefit corporation and as such is exempt from all sales taxes in New York State. LMDC will not reimburse Consultant for sales or use taxes over $10.00 incurred in connection with the contract. If Consultant will make purchases of goods or services that involve sales or use taxes in excess of that amount, Consultant must, in advance of making such purchases, obtain a sales tax certification from LMDC so that no such taxes are incurred.

11. GENERAL.

(a) All receipts must be legible. Illegible receipts will not be reimbursed.

(b) Whenever possible original receipts should be presented for reimbursement.

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

[1 page Exhibit A-3, Release sample, omitted.]

Schedule C (LMDC Nondiscrimination and Affirmative Action Policy)

SCHEDULE C

LMDC CONSULTANT CONTRACT PROVISIONS -
NON-DISCRIMINATION AND AFFIRMATIVE ACTION

I. Policy

It is the policy of the State of New York, ESD, and LMDC to comply with all federal, State and local law, policy, orders, rules and regulations which prohibit unlawful discrimination because of race, ethnicity, creed, color, national origin, sex, sexual orientation, age, disability or marital status, and to take affirmative action to ensure that Minority and Women-owned Business Enterprises (M/WBEs), Minority Group Members and women share in the economic opportunities generated by LMDC's participation in projects or initiatives, and/or the use of LMDC funds.

(1) The Contracting Party represents that its equal employment opportunity policy statement incorporates, at a minimum, the policies and practices set forth below:

(a) Contracting Party shall (i) not discriminate against employees or applicants for employment because of race, ethnicity, creed, color, national origin, sex, sexual orientation, age, disability or marital status, (ii) undertake or continue existing programs of affirmative action to insure that Minority Group Members and women are afforded equal employment opportunities without discrimination, and (iii) make and document its conscientious and active efforts to employ and utilize Minority Group Members and women in its workforce on Contracts. Such action shall be taken with reference to, but not limited to, recruitment employment job assignment, promotion, upgrading, demotion, transfer, layoff or termination, rates of pay or other forms of compensation, and selection for training or retraining, including apprenticeship and on-the-job training.

(b) At the request of the LMDC, the Contracting Party shall request each employment agency, labor union, or authorized representative of workers with whom it has a collective bargaining or other agreement or understanding, to famish a written statement that such employment agency, labor union, or representative does not unlawfully discriminate, and that such union or representative will affirmatively cooperate in the implementation of the Contracting Party's obligations herein.

(2) Upon commencement of the contract services and quarterly thereafter during the term of the Contract, the Contracting Party shall submit to the LMDC Project Manager-M/WBE Monitoring, a Workforce Employment Utilization Report (Attachment C-1) of the workforce actually utilized on the Contract, itemized by ethnic background, gender, and Federal Occupational Categories or other appropriate categories specified by the LMDC. In the case where the Contracting Party's and/or subcontractor's workforce does not change within the quarterly period, the Contracting Party shall so notify the LMDC in writing.

The Contracting Party shall include, or cause to be included, the provisions of clauses (1) through (2) above in every Contract or purchase order that it enters into in order to fulfill its obligations under the Contract, in such a manner that such provisions will be binding upon each and every Contracting Party with respect to any Contract or Subcontract.

II. Goals for Minority and Women-Owned Business Enterprise Participation

(a) The Contracting Party is required to use its best efforts to achieve an overall M/WBE participation goal of 20% of the total dollar value of the Contract.

(b) The goal for M/WBE participation in the performance of the work is expressed as a percentage of the contract price.

(c) The total dollar value of the work performed by M/WBEs will be determined as: (i) the dollar value of the work subcontracted to M/WBEs; (ii) where the Contracting Party is a joint venture, association, partnership or other similar entity including one or more M/WBEs -- the contract price multiplied by the percentage of the entity's profits/losses which are to accrue to the M/WBE(s) under the Contracting Party's agreement; or (iii) where the M/WBE is the Contracting party -- the contract price.

(d) The Contracting Party shall include, or cause to be included, the provisions of clauses (a) through (c) in every Contract or purchase order that it enters into in order to fulfill its obligations under the Contract, in such a manner that such provisions will be binding upon each and every Contracting Party with respect to any Contract or Subcontract.

III. Reporting Requirements

The Contracting Party will permit access to its books, records and accounts, with respect to the Contract, by the LMDC for purposes of investigation to ascertain compliance with the provisions herein. Upon request, the Contracting Party shall periodically file, or cause to be filed, reports, substantially in the format attached hereto as Attachments C-1 and C-2 (M/WBE Compliance Report to be filed quarterly), with the LMDC Project Manager-M/WBE Monitoring, detailing compliance with the provisions of these non-discrimination and affirmative action clauses. Accuracy of the information contained in the reporting an owner or officer of the Contracting Party shall certify to documentation.

IV. Non-Compliance and Sanctions

In the event that any Contracting Party violates any of the provisions herein, the LMDC may require that the following sanctions and remedies for non-compliance be imposed:

(a) Summon the Contracting Party for a hearing with the LMDC.

(b) After any such hearing, and a determination by the LMDC that the Contracting Party has failed to comply with any of these provisions, and the passage of time in which to remedy such failure has transpired, this Contract may be canceled, terminated or suspended, in whole or in part. Alternatively, the LMDC Project Manager-M/WBE Monitoring, in his/her sole discretion, may assess liquidated damages against the Contracting Party for failure to demonstrate its best efforts in complying with the affirmative action program. Liquidated damages may be assessed in an amount equal to the dollar value of Contracts that would have been realized by M/WBEs if the goals had been achieved.

(c) If such an award is assessed against any Contracting Party, (i) the amount of such assessment may be withheld from any monies due to the Contracting Party by the LMDC or; (ii) may be paid to the LMDC by the Contracting Party that has been found to fail to comply with the affirmative action program. Any liquidated damages collected hereunder shall be paid into one or more M/WBE technical assistance Rinds administered by the ESD.

(d) Such sanctions that may be imposed and remedies invoked hereunder, shall be considered independent of, or in addition to, sanctions and remedies otherwise provided by law.

ESD AND LMDC NON-DISCRIMINATION AND AFFIRMATIVE ACTION DEFINITIONS

Affirmative Action

Shall mean the actions to be undertaken by the any Contracting Party in connection with any project or initiative to ensure non-discrimination and Minority/Women-owned Business Enterprise and minority/female workforce participation, as set forth in Sections II herein, and developed by ESD or LMDC.

Affirmative Action Officer ("AAO")

Shall mean LMDC's Project Manager-M/WBE Monitoring, or his/her designee, managing the affirmative action program for LMDC in coordination with LMDC's Legal Affairs Department.

Best Efforts - Minority and Women-owned Business Enterprise Participation

Best efforts are not limited to the efforts specified herein, and the role of M/WBE firms are not restricted to that of a subcontractor/subconsultant. Where applicable, M/WBE firms should be considered for roles as prime contractors. Such best efforts shall include at least the following:

(a) Dividing the contract work into smaller portions in such a manner as to permit subcontracting to the extent that it is economically and technically feasible to do so;

(b) Actively and affirmatively soliciting bids from qualified M/WBEs, including circulation of solicitations to minority and women's trade associations. Each Contracting Party shall maintain records detailing the efforts made to provide for meaningful M/WBE participation in the work. Such record keeping must include the names and addresses of all M/WBEs contacted and, if an M/WBE is the low bidder and is not selected for such work or portion thereof, the reasons for such decision;

(c) Making plans and specifications for prospective work available to M/WBEs in sufficient time for review;

(d) Utilizing the services and cooperating with those organizations providing technical assistance to the Contracting Party in connection with potential M/WBE participation on the Contract;

(e) Utilizing the resources of the LMDC and ESDC's Affirmative Action Unit (AAU) to identify New York State certified M/WBE firms for the purpose of soliciting bids and subcontracts; and

(f) Encouraging the formation of joint ventures, associations, partnerships, or other similar entities, where appropriate, to ensure that the Contracting Party will meet its obligations herein.

(g) The Contracting Party shall remit payment in a timely fashion.

Contract

Shall mean (i) a written agreement or purchase order instrument, or amendment thereto, executed by or on behalf or a Contracting Party, providing for a total expenditure in excess of $5,000 for labor, services, supplies, equipment, materials or any combination of the foregoing funded in whole or in part with LMDC funds and (ii) any loan or grant agreement funded in whole or in part with LMDC funds.

Contracting Party

Shall mean (i) any contractor, subcontractor, consultant subconsultant or vendor supplying goods or services, pursuant to a contract or purchase order in excess of $1,500, in connection with any projects or initiatives funded in whole or in part by the ESD and/or LMDC and (ii) any borrower or grantee receiving funds from the ESD or LMDC pursuant to a loan or grant document.

Minority Business Enterprise ("MBE")

Shall mean a business enterprise, including a sole proprietorship, partnership or corporation that is: (i) at least fifty-one percent (51%) owned by one or more Minority Group Members; (ii) an enterprise in which such minority ownership is real, substantial and continuing; (iii) an enterprise in which such minority ownership has and exercises the authority to control and operate, independently, the day-to-day business decisions of the enterprise; (iv) an enterprise authorized to do business in the State of New York and is independently owned and operated; and (v) an enterprise certified by New York State as a minority business.

Minority Group Member

Shall mean a United States citizen or permanent resident alien who is and can demonstrate membership in one of the following (A) racial groups: (i) American Indian or Alaska native, (ii) Asian, (iii) Black or African American, (iv) Native Hawaiian or Other Pacific Islander, OR (B) a member of the Hispanic or Latino ethnic group.

Subcontract

Shall mean an agreement providing for a total expenditure in excess of $1,500 between a Contracting Party and any individual or business enterprise, for goods or services rendered in connection with any project or initiative funded in whole or in part with ESD funds or LMDC with HUD funds.

Women-owned Business Enterprise ("WBE")

Shall mean a business enterprise, including a sole proprietorship, partnership or corporation that is: (i) at least fifty-one percent (51%) owned by one or more citizens or permanent resident aliens who are women; (ii) an enterprise in which the ownership interest of such women is real, substantial and continuing; (iii) an enterprise in which such women ownership has and exercises the authority to control and operate, independently, the day-to-day business decisions of the enterprise; (iv) an enterprise authorized to do business in the State of New York and is independently owned and operated; and (v) an enterprise certified by New York State as woman-owned.

Minority and Women Business Enterprise Listings

The ESDC Affirmative Action Unit (AAU) is available to assist you in identifying M/WBEs certified by the state of New York that can provide goods and services in connection with existing and proposed contracts. If you require M/WBE listings, please call the AAU at (212) 803-3224 or use the ESD's M/WBE database at http://205.232.252.35/.

For additional assistance, contact the LMDC's Project Manager-M/WBE Monitoring at (212) 962-2300.

Rev. June 2003

[5 sample M/WBE reporting forms omitted.]

LMDC Board Meeting minutes are available from the LMDC website:

http://www.renewnyc.com/AboutUs/BoardMeetingsArch.asp

10. LMDC Board Meeting Minutes Related to Planning and Design Contracts

See related Board resolutions above.

Source: http://www.renewnyc.com/content/meetings/01-09-03Minutes.pdf

LOWER MANHATTAN DEVELOPMENT CORPORATION
Meeting of the Directors
Held at the Offices of the Corporation
One Liberty Plaza -20th Floor
New York, New York 10006

January 9, 2003

MINUTES

[Excerpts]

The Chairman then called on Director Betts to present the background information regarding a request for authorization for funds to continue the work of the design teams.

Before addressing the request, Director Betts noted how extraordinary and encouraging it was that the release of the designs was covered by the press throughout the world.

Director Betts went on to explain that LMDC had requested additional services from the seven architectural firms that have been working with LMDC on the Innovative Design Study. He explained that the next phase of work would consist of technical analysis of their plans and that this phase of work would require a further allocation of money to pay the teams for this work.

The Chairman noted that this allocation would be in addition to the initial stipends of $49,000 per team, and a further allocation of $300,000 that had been approved by the Board at their December meeting. The Chairman read a resolution into the record authorizing an increase in expenditures under the seven contracts by $700,000. Following the Chairman’s reading of said resolution and upon motion duly made and seconded, the following resolution was adopted:

Authorization of Additional Expenditures for Innovative Design Study

RESOLVED, that the Corporation is hereby authorized to expend up to $700,000 for additional costs incurred by the design firms designated by the President of the Corporation, in consultation with the Chair of the Site Plan Working Group, to continue participation in the Innovative Design Study of the World Trade Center Site and Adjacent Areas; and be it

FURTHER RESOLVED, that such funds shall be expended in accordance with the agreements entered into with the Corporation for such purposes; and be it

FURTHER RESOLVED, that the amount paid by the Corporation to such design firms for services pursuant to the Innovative Design Study, together with all funds previously approved for such services, shall not exceed $1,350,000 in the aggregate; and be it

FURTHER RESOLVED, that the proper officers of the Corporation are hereby authorized to take any such action and to execute any such documents as may be necessary and appropriate to effect the foregoing.

* * *

Next, the Chairman asked Mr. Garvin to address the request for authorization to expend funds for consulting services focusing on the Fulton Corridor.

Mr. Garvin briefly outlined the selection process as well as the scope of services in connection with the two contracts to be funded.

Following Mr. Garvin’s presentation, Director Wils asked how Gensler [Associates, Architects] will dovetail its work on the retail study with whatever other consultant work is being done on the site. Mr. Garvin explained that in order to redevelop Fulton Street, part of Gensler’s services will be to examine Fulton Street’s retail in relationship to the surrounding area. This is necessary, Mr. Garvin asserted, in order to ensure that LMDC has an integrated plan that includes retail in the World Trade Center site as it relates to everything from the South Street Seaport to the World Financial Center.

Next, Director Wright asked Mr. Garvin to distinguish between what LMDC’s planning vendors will be doing relative to what the private sector will be doing as development begins to take place. Director Wright explained that she was asking this because the description of some of the services outlined in the materials appeared to be very similar to what a private developer would do in an effort to ascertain which retail uses would be most practical for a certain area.

Mr. Garvin stated that since there is no single entity that is responsible for Fulton Street and many of the stores are small, it was decided by the various governmental entities that the street would be looked at as a whole. Much the same, he explained, as is done in many American cities.

Mr. Garvin further stated that LMDC is attempting to do the analytical work to develop a coherent strategy for the entire street. Something, he maintained, that the individual store owners would not be organized enough to do.

Director Wright then clarified that it was not the individual vendors that she was referring to but rather the developers who will be building on this side of Fulton Street. Director Wright asked if the intent is to do the pre-work to develop a set of guidelines as to what uses would be supported by the market and/or preferable to LMDC.

Mr. Garvin stated that it was in fact the idea to develop a set of recommendations that can be used by the City and LMDC to guide the future of Fulton Street as a corridor to assist in making decisions on the World Trade Center site.

Director Weisbrod then inquired, with regard to the East Side of Broadway on the Fulton Street corridor, if the purpose is of determining zoning and the public investments that would best serve to transform the corridor.

Mr. Garvin said that that would be the best result of the strategy. He stressed that the results of how much would be capital investment and how much would be regulatory could not be predetermined and it is for that reason that LMDC is taking these steps.

Director Crotty then asked a process question with regard to the Stern consultant contract and Mr. Garvin outlined in detail the selection process involved in connection with that contract. There being no further questions, the Chairman read a resolution into the record authorizing LMDC to enter into a contract for Fulton Corridor Retail and Arts/Entertainment consulting services. Upon motion duly made and seconded, the following resolution was adopted:

Retention of Fulton Corridor Retail and Arts/Entertainment Consultant

RESOLVED, that the Corporation is hereby authorized to enter into an agreement with Gensler Architecture, Design & Planning Worldwide, Inc. to provide retail and arts/entertainment planning consulting services to the Corporation in connection with the proposed Fulton Corridor; and be it

FURTHER RESOLVED, that such agreement shall be for a oneyear period for an amount not to exceed $425,000; and be it

FURTHER RESOLVED, that the proper officers of the Corporation are hereby authorized to take any such action as may be necessary and appropriate to effect the foregoing.

* * *

Next, the Chairman read a resolution into the record authorizing LMDC to enter into a contract for House Urban Design Consultant Services in connection with the Fulton Corridor. Following the Chairman’s recitation of said resolution and upon motion duly made and seconded, the following resolution was unanimously adopted:

Authorization for Contract with In-House Urban Design Consultants

RESOLVED, that the Corporation is hereby authorized to enter into an agreement with Robert A.M. Stern Architects to serve as inhouse urban design consultants to the Corporation; and be it

FURTHER RESOLVED, that such agreement shall be for a twoyear period for an amount not to exceed $525,000; and be it

FURTHER RESOLVED, that services provided under this shall agreement include work regarding the creation of a preliminary urban design concept plan for the proposed Fulton Corridor; and be it

FURTHER RESOLVED, that the proper officers of the Corporation are hereby authorized to take any such action as may be necessary and appropriate to effect the foregoing.

* * *

Source: http://www.renewnyc.com/content/meetings/021303Minutes.pdf

LOWER MANHATTAN DEVELOPMENT CORPORATION
Meeting of the Directors
Held at the Offices of the Corporation
One Liberty Plaza -20th Floor
New York, New York 10006

February 13, 2003

MINUTES

[Excerpt]

Director Betts provided a brief outline of the schedule involved in choosing from the two design plans.

Source: http://www.renewnyc.com/content/meetings/031303Minutes.pdf

LOWER MANHATTAN DEVELOPMENT CORPORATION
Meeting of the Directors
Held at the Offices of the Corporation
One Liberty Plaza -20th Floor
New York, New York 10006

March 13, 2003

MINUTES

[Excerpt]

The Chairman then stated that the biggest news since the last Board meeting was the selection of the final plan for the development of the World Trade Center site and he congratulated Studio Daniel Libeskind on the selection of their design.

Lastly, the Chairman provided a brief overview of the meeting Agenda. He then turned the meeting over to Mr. Rampe to provide the President’s Report.

Mr. Rampe opened his report by echoing the Chairman’s sentiment with regard to the selection of the design for the site being a critical milestone in the redevelopment. He then went on to provide a synopsis of the presentations to be provided at the meeting.

Next, Director Betts presented the background information with regard to a request for additional expenditures under LMDC’s contract with Studio Daniel Libeskind. Director Betts outlined the anticipated additional services under said contract and the Chairman read a resolution into the record with regard to same. Upon motion duly made and seconded, the following resolution was unanimously adopted:

Authorization of Additional Expenditures pursuant to Contract with Studio Daniel Libeskind

RESOLVED, that the Corporation is hereby authorized to increase the expenditures under its agreement with Studio Daniel Libeskind by $180,000 to an amount not to exceed $548,817; and be it

FURTHER RESOLVED, that such additional expenditures shall cover a one-month period commencing on the date hereof and be used to provide additional design consulting services to the Corporation relating to, among other things, technical aspects of the Memorial District, sites for cultural development and public presentations on the developing World Trade Center site plan; and be it

FURTHER RESOLVED, that the proper officers of the Corporation are hereby authorized to take any such action as may be necessary and appropriate to effect the foregoing.

* * *

Source: http://www.renewnyc.com/content/meetings/041003Minutes.pdf

LOWER MANHATTAN DEVELOPMENT CORPORATION
Meeting of the Directors
Held at the Offices of the Corporation
One Liberty Plaza -20th Floor
New York, New York 10006

April 10, 2003

MINUTES

[Excerpt]

Next, Director Betts provided a report on the extension of the Libeskind contract. The Chairman then read a resolution regarding that funding request into the record. Following the Chairman’s reading of said resolution and upon motion duly made and seconded, the following resolution was unanimously adopted:

Authorization of Additional Expenditures pursuant to Contract with Studio Daniel Libeskind

RESOLVED, that the Corporation is hereby authorized to increase the expenditures under its agreement with Studio Daniel Libeskind by $250,000 to an amount not to exceed $798,817; and be it

FURTHER RESOLVED, that such additional expenditures shall cover a one-month period commencing on the date hereof and be used for costs relating to the preparation of a final, integrated site plan for the World Trade Center site, the development of design guidelines for future development on the site, and the continuation of the public outreach process relating to the site plan and design guidelines; and be it

FURTHER RESOLVED, that the proper officers of the Corporation are hereby authorized to take any such action as may be necessary and appropriate to effect the foregoing.

* * *

Source: http://www.renewnyc.com/content/meetings/051503LMDCMinutes.pdf

LOWER MANHATTAN DEVELOPMENT CORPORATION
Meeting of the Directors
Held at the Offices of the Corporation
One Liberty Plaza -20th Floor
New York, New York 10006

May 15, 2003

MINUTES

[Excerpts]

Next, the Chairman read a resolution into the record approving an increase in expenditures pursuant to the Innovative Design Study. Upon motion duly made and seconded, the following resolution was unanimously adopted:

Authorization of Additional Expenditures Pursuant to Innovative Design Study

RESOLVED, that the Corporation is hereby authorized to increase the expenditures under its agreement with Frederic Schwartz Architects by $275,000 to an amount not to exceed $709,953.76 for expenditures incurred during Phase IIb of the Innovative Design Study in February 2003; and be it

FURTHER RESOLVED, that the proper officers of the Corporation are hereby authorized to take any such action as may be necessary and appropriate to effect the foregoing.

* * *

Mr. Winters provided a report on a funding request with regard to a contract with Studio Daniel Libeskind, LLC. Following the presentation, the Chairman read the following resolution into record. Before the vote was completed, Mr. Crotty asked how much of the amount of the contract would be funded by the Federal Transit Administration. Mr. Winters stated that that amount is estimated to be between $250,000 and $400,000. There being no further questions or comments, upon motion duly made and seconded, was unanimously adopted by the Directors:

Joint Contract with Port Authority for Studio Daniel Libeskind, LLC

RESOLVED, that the Corporation is hereby authorized to enter into a contract, jointly with the Port Authority of New York and New Jersey, with Studio Daniel Libeskind, LLC, for design consulting services relating to the redevelopment of the World Trade Center Site, including, among other things, the creation of an integrated site plan reconciling multiple uses on the site and establishment of design guidelines for commercial development on the site; and be it

FURTHER RESOLVED, that the contract shall be for an eightmonth period, with expenditures thereunder allocated equally between the Corporation and the Port Authority; and be it

FURTHER RESOLVED, that the aggregate amount to be expended by the Corporation and the Port Authority under such contract shall not exceed $3,024,200; and be it

FURTHER RESOLVED, that the Corporation’s expenditures under such contract shall not exceed $1,512,100, which constitutes onehalf of the aggregate contract amount; and be it

FURTHER RESOLVED, that the Corporation’s expenditures under such contract shall be reduced by one-half of the aggregate amount funded by the Federal Transit Administration for such contract; and be it

FURTHER RESOLVED, that the proper officers of the Corporation are hereby authorized to take any such action as may be necessary and appropriate to effect the foregoing.

* * *

Mr. Winters then presented a second Libeskind contract for consideration. He explained that the intent of this contract is to have Studio Daniel Libeskind coordinate with the selected memorial designer and also work with the various cultural institutions and civic groups to ensure that the cultural and memorial programming on the site is fully integrated with the overall site plan.

The Chairman then referred to the following $1.5 million contract resolution to be considered by the Directors. Upon motion duly made and seconded, the following resolution was unanimously adopted:

Contract with Studio Daniel Libeskind, LLC for Memorial, Cultural, and Civic Program

RESOLVED, that the Corporation is hereby authorized to enter into an agreement with Studio Daniel Libeskind for design consulting services relating to the development and integration of a Memorial, Cultural, and Civic Program with the overall site redevelopment plan for the World Trade Center Site; and be it

FURTHER RESOLVED, that such agreement shall be for one-year period and for an aggregate amount not to exceed $1,500,000; and be it

FURTHER RESOLVED, that the proper officers of the Corporation are hereby authorized to take any such action as may be necessary and appropriate to effect the foregoing.

* * *