Richmond City Council
June 7, 2022

RICHMOND HOUSING AUTHORITY

CONTRACT AMENDMENT
Department: Richmond Housing Authority Project Manager: Nannette J. Beacham Project Manager E-mail: [email protected] Project Manager Phone No. 621-1300 P.R. | Contract/P.O. No. 4979
Description of Services: Temporary Staffing Services for Richmond Housing Authority Amendment No. 2 modifies the:
• Term and Payment Limit X Payment Limit • Term • Service Plan The parties to this Contract Amendment do mutually agree and promise as follows:

1. Parties. The parties to this Contract Amendment are the Housing Authority of the City of Richmond, California (Authority), and the following named Contractor:

Contractor Name: Renoir Staffing LLC
Street Address: 1301 Marina Village Parkway
City, State, Zip Code: Alameda, CA 94501
Contact Person: Michael Rives -Branch Manager
Telephone: (510) 903-2515 Email: [email protected] Business License No: 40058471 / Expiration Date: 6/17/2022 A California [X] corporation, [ ] limited liability corporation [ 1 general partnership, [ ] limited partnership, [ ] individual, I ] non-profit corporation, [ ] individual dba as [specify:] -
[ ] other [specify:]

2. Purpose. This Contract Amendment is being entered into to amend the Contract between Authority and Contractor which was approved by the Board of Commissioners of the Housing Authority of the City of Richmond or executed by the Authority's Executive Director on June 25, 2019. Said contract shall hereinafter be referred to as the "Original Contract" and is incorporated herein by reference.

Original Contract Provisions. The parties hereto agree to continue to abide by those terms and conditions of the Original Contract, and any amendments thereto, which are unaffected by this Contract Amendment.

Amendment Provisions. This Contract Amendment is subject to the Amendment Provisions attached hereto, which are incorporated herein by reference, and which control over any conflicting provisions of the Original Contract, or any amendment thereto.

Contract Amendment between the Housing
Authority of the City of Richmond and
Renoir Staffing LIO
Amendment No. 2 Contract No. 4979
City of Richmond Business License Active Status Maintained. Pursuant to Municipal Code Section 7.04.030, the Contractor must maintain its City of Richmond business license before any provision of this Contract Amendment will be deemed to take effect.

6. Signatures. . These signatures attest the parties' agreement hereto:

CONTRACTOR:

THE HOUSING AUTHORITY FOR THE
CITY OF RICHMOND, CALIFORNIA (*The Corporation Chairperson of the Board, President or Vice-President should sign on the line below.)
hanette Beachan
By/. By_
Tite: Executiji Directe Tite: Direetor of Steffing Senices (*The Corporation Chief Financial Officer, Secretary or Assistant Secretary should sign on the line below.)
By:_
List of Attachments: Title:

1. Amendment Provisions
(NOTE: Pursuant to California Corporations
Code Section 313, if Contractor is a
corporation or nonprofit organization, this
Contract (1) should be signed by the
Chairperson of the Board, President or
Vice-President and the Chief Financial
Officer, Secretary or Assistant Secretary; (2)
should have both signatures conform to
designated representative groups pursuant
to Corporations Code Section 313; and (3)
hould be accompanied by complete
notary acknowledgment forms
(Complete the notary acknowledgments
attached hereto)
c: Authority contract amendment formlEJ (6/17/2015)
Contract Amendment between the Housing
Authority of the City of Richmond and
Renoir Staffing LIC
Amendment No. 2 Contract No. 4979

AMENDMENT PROVISIONS (PAYMENT LIMIT)
Paragraph 3 (Payment Limit) of the Original Contract is hereby amended to increase the payment limit by $ 180,000. Paragraph 3 of the Original Contract is amended to read as follows:

3. Payment Limit. Authority's total payments to Contractor under this Contract shall not exceed $ 330,000."
The Authority shall not pay for services that exceed the Contract Payment Limit without the prior written approval of the Authority's Executive Director if the total Contract amount does not exceed $10,000 or without the prior approval of the Board of Commissioners if the total Contract amount is over $10,000. c: Authority contract amendment formlEJ (6/17/2015)

RICHMOND HOUSING AUTHORITY

CONTRACT AMENDMENT
Department: Richmond Housing Authority Project Manager: Nannette J. Beacham Project Manager E-mail: [email protected] Project Manager Phone No. 621-1300 santoni P.R. Contract/P.O. No. 4979/22001704
Description of Services: Temporary Staffing Services for Richmond Housing Authority Amendment No. 1 modities the:
• Term and Payment Limit • Payment Limit X Term • Service Plan The parties to this Contract Amendment do mutually agree and promise as follows:

Parties. The parties to this Contract Amendment are the Housing Authority of the City of Richmond, California (Authority), and the following named Contractor:

Contractor Name: Renoir Staffing LLC
Street Address: 1301 Marina Village Parkway
City, State, Zip Code: Alameda, CA 94501
Contact Person: Michael Rives -Branch Manager
Telephone: (510) 903-2515 Email: [email protected] Business License No: 400058471 / Expiration Date: 6/17/2022 A California [X] corporation, [ ] limited liability corporation [ 1 general partnership, | ] limited partnership, [ ] individual, [ ] non-profit corporation, [ ] individual dba as [specify:]
[ ] other [specify:]

2. Purpose. This Contract Amendment is being entered into to amend the Contract between Authority and Contractor which was approved by the Board of Commissioners of the Housing Authority of the City of Richmond or executed by the Authority's Executive Director on June 25, 2019. Said contract shall hereinafter be referred to as the "Original Contract" and is incorporated herein by reference.

3. Original Contract Provisions. The parties hereto agree to continue to abide by those terms and conditions of the Original Contract, and any amendments thereto, which are unaffected by this Contract Amendment.

Amendment Provisions. This Contract Amendment is subject to the Amendment Provisions attached hereto, which are incorporated herein by reference, and which control over any conflicting provisions of the Original Contract, or any amendment thereto.

Contract Amendment between the Housing Authority of the City of Richmond and
Renoir Staffing LLC
Amendment No. 1 Contract No. 4979
City of Richmond Business License Active Status Maintained. Pursuant to Municipal Code Section 7.04.030, the Contractor must maintain its City of Richmond business license before any provision of this Contract Amendment will be deemed to take effect.

Signatures. These signatures attest the parties' agreement hereto:

CONTRACTOR:

THE HOUSING AUTHORITY FOR THE Renoir Stating, LIC

CALIFORNIA
(*The Corporation Chairperson of the Board, President or Vice-President should sign on the line below.)
Nantell Beacham
By - Lii LoVelaily
Tro: Executive Director Director of Stating Services
(*The Corporation Chief Financial Officer, Secretary or Assistant Secretary should sign on the line below.)
By:_
List of Attachments: Title:

1. Amendment Provisions
(NOTE: Pursuant to California Corporations
Code Section 313, if Contractor is a
corporation or nonprofit organization, this
Contract (1) should be signed by the
Chairperson of the Board, President or
Vice-President and the Chief Financial
Officer, Secretary or Assistant Secretary; (2)
should have both signatures conform to
designated representative groups pursuant
to Corporations Code Section 313; and (3)
should be accompanied by completed
notary acknowledgment forms)
(Complete the notary acknowledgments
attached hereto)
c: Authority contract amendment formlEJ (6/17/2015)
Contract Amendment between the Housing Authority of
he City of Richmond and
Renoir Staffing LLC
Amendment No. 1 Contract No. 4979

AMENDMENT PROVISIONS (TERM)
Paragraph 2 (Term) of the Original Contract is hereby amended to extend the Contract term. Paragraph 2 of the Original Contract is amended to read as follows:
"2. Term. The effective date of this Contract is June 25, 2019 and it terminates June 17, 2022 unless sooner terminated as provided herein." c: Authority contract amendment formlEJ (6/17/2015)

RICHMOND HOUSING AUTHORITY

PURCHASE OF SERVICES CONTRACT
Nanette Beacham
Project Mgr: _ Project Mgr Phone No: 510-621-1300
Temporary Staffing Services for Richmond Housing Authority Project Description:

The parties to this Purchase of Services Contract (Contract) do mutually agree and promise as follows:

1. Parties. The parties to this Contract are the Housing Authority of the City of Richmond, California, (Authority) and the following named Contractor:

Renoir Staffing LLC
(NAMB)
1301 Marina Village Parkway
(Street Address)
(City, State, Zip Code) Alameda, CA 94501
27-2220556
(Taxpayer ID No.)
(Vendor No.) 13868
400058471
(Richmond Business License No.) (Expiration Date) 03/26/2020 An California corporation, partnership private individual, nonprofit corporation, religious institution, sole proprietor,other (Please check appropriate box)

2. 06/25/19 and it terminates 06/25/20
Term. The effective date of this Contract is
unless terminated as provided herein.

3. Payment Limit. Authority's total payments to Contractor under this Contract shall not exceed $150,000 • The Authority shall not pay for services that exceed the Contract Payment Limit without the prior written approval of the Authority's Executive Director if the total contract amount does not exceed $10,000 or without the prior approval of the Board of Commissioners if the total contract amount is over $10,000.

4. Contractor's Obligations. Contractor shall provide those services and carry out that work described in the Service Plan which is attached hereto and, is incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein.

Authority's Obligations. Authority shall make to the Contractor those payments described in the Payment Provisions attached hereto which are incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein.

6. General and Special Conditions. This Contract is subject to the General Conditions and Special Conditions (if any), which are attached hereto and are incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein.

1. Signatures. These signatures attest the parties' agreement hereto:

HOUSING AUTHORITY OF CONTRACTOR:

THE CITY OF RICHMOND
henrio Beachem
By. By Rodolfo Poblete,
Title Executive Director Title Controller
Date Signed 11118/2019 Date Signed 11/15/19
LIST OF ATTACHMENTS: (*The Corporation Chief Financial Officer, Secretary or Assistant Secretary should sign below.)
Service Plan By
Payment Provisions
Insurance Provisions
Title
General Conditions
Special Conditions Date Signed
(NOTE: Pursuant to California Corporations
Code Section 313, if Contractor is a
corporation or nonprofit corporation, this
Contract (1) must be signed by (a) the
Chairperson of the Board, President or Vice
President and (b) the Secretary, any Assistant
Secretary, the Chief Financial Officer or any
Assistant Treasurer and (2) should be
accompanied by completed notary
acknowledgment forms.)
[Complete the notary acknowledgments
which are attached hereto.]

SERVICE PLAN
See the Special Conditions page.

PAYMENT PROVISIONS
(PLEASE NOTE THAT THE HOUSING AUTHORITY OF THE CITY OF RICHMOND

SHALL NOT PAY FOR SERVICES THAT EXCEED THE CONTRACT PAYMENT LIMIT

WITHOUT THE PRIOR WRITTEN APPROVAL OF THE ADMINISTRATOR IF THE TOTAL EXCESS CONTRACT AMOUNT DOES NOT EXCEED $10,000.00 OR WITHOUT

THE PRIOR APPROVAL OF THE AGENCY BOARD IF THE TOTAL EXCESS CONTRACT AMOUNT IS OVER $10,000.00.)

1. Provided Contractor is not in default under this Contract, Contractor shall be compensated as provided below.

2. Any and all payments made pursuant to this Contract shall be subject to the Contract Payment Limit. The Payment Limit includes expenses (phones, photo copying, meals and travel, etc). Invoices, shall be adequately detailed, based on accurate records, and be in a form reasonably satisfactory to the Authority.

Contractor may be required to provide back-up material upon request.

3. Contractor shall submit timely invoices to the following address:

Attention: Accounts Payable, Finance
Department Project Manager: Nanette Beacham
P. O. Box 4046
Richmond, CA 94804-0046

4. All invoices that are submitted by Contractor shall be subject to the approval of the Authority's Project Manager, Nanette Beacham before payments shall be authorized.

5. The Authority shall pay invoice(s) within 45 days after completion of services to the Authority's satisfaction. Authority shall not pay late fees or interest.

6. A business license from the City of Richmond shall be obtained before any" payment under this Contract shall be authorized and the business license must be kept current during the term of this Contract for payments to continue to be authorized.

7. All insurance coverage required by this Contract shall be provided by the Contractor before any payment under this Contract shall be authorized and the insurance coverage must be kept current during the term of this Contract for payments to continue to be authorized

INSURANCE PROVISIONS
During the entire term of this Contract and any extension or modification thereof, the Contractor shall keep in effect insurance policies meeting the insurance requirements specified in the insurance provisions which are attached hereto and incorporated herein by this reference.

GENERAL CONDITIONS
Compliance with Law. CONTRACTOR shall be subject to and comply with all Federal, State and local laws and regulations applicable with respect to its performance under this Contract, including but not limited to, licensing, employment and purchasing practices; and wages, hours, and conditions of employment.

2. Inspection. CONTRACTOR's performance, place of business and records pertaining to this Contract are subject to monitoring, inspection, review and audit by authorized representatives of the AUTHORITY, the State of California, and the United States Government.

Records:

3.1 CONTRACTOR shall keep and make available for inspection and copying by authorized representatives of the AUTHORITY, the State of California, and the United States Government, the CONTRACTOR's regular business records and such additional records pertaining to this Contract as may be required by the AUTHORITY.

3.2 CONTRACTOR shall retain all documents pertaining to this Contract for a period of five years after this Contract's termination (or for any further period that is required by law) and until all Federal or State audits are complete and exceptions resolved for this contract's funding period. Upon request, CONTRACTOR shall make these records available to authorized representatives of the AUTHORITY, the State of California, and the United States Government.

4. Reporting Requirements, CONTRACTOR shall include in all documents or written reports completed and submitted to AUTHORITY in accordance with this Contract a separate section listing the numbers and dollar amounts of all contracts and subcontracts relating to the preparation of each such document or written report.

Termination.

5.1 Written Notice. This Contract may be terminated by either party, at their sole may bicanel hity did 30)y drie witen noice thereo to the other, and

5.2 Failure to Perform.

5.2.1 The AUTHORITY upon written notice to CONTRACTOR, may reasonable manner it chooses.

5.2.2 In lieu of termination, the AUTHORITY has the right to withhold payment to the CONTRACTOR when, in the opinion of the AUTHORITY expressed in writing to the CONTRACTOR,

5.2.2.1 The CONTRACTOR'S performance, in whole or in part, either has not been carried out or is insufficiently
documented;

5.2.2.2 The CONTRACTOR has neglected, failed, or refused to furnish information or to cooperate with any inspection, review, or audit of its program, work, or records; or

5.2.23 The CONTRACTOR has failed to sufficiently itemize or document its demand(s) for payment.

5.3 Cessation of Funding. Notwithstanding Paragraph 5.1 above, in the event that Federal, State, or other non-AUTHORITY funding for this Contract ceases, this Contract may be terminated immediately by AUTHORITY upon written notice.

6. Entire Agreement. This Contract contains all the terms and conditions agreed upon by the parties. Except as expressly provided herein, no other understandings, oral or otherwise, regarding the subject matter of this Contract shall be deemed to exist or to bind any of the parties hereto.

1. Further Specifications for Operating Procedures. Detailed specifications of operating procedures and budgets required by this Contract, including but not limited to, monitoring, auditing, billing, or regulatory changes, may be developed and set forth in written Information Agreements between the CONTRACTOR and the AUTHORITY. Such Information Agreements shall be designated as such and shall not be amendments to this Contract except to the extent that they further detail or clarify that which is already required hereunder. Such Information Agreements may not enlarge in any manner the scope of this Contract, including any sums of money to be paid the CONTRACTOR as provided herein.

8. Modifications and Amendments.

8.1 General Amendments. This Contract may be modified or amended by a written document executed by this CONTRACTOR and the AUTHORITY'S Board of Commissioners or, after Board approval, by its designee, súbject to any required State or Federal approval.

GENERAL CONDITIONS Page 3

8.2 Administrative Amendments. Subject to the Payment Limit, the Payment Provisions and the Service Plan may be amended by a written administrative amendment executed by the CONTRACTOR and AUTHORITY's Executive Director subject to any required State or Federal approval, provided that such administrative amendments may not materially change the Payment Provisions or the Service Plan.

2. Disputes. Disagreements between the AUTHORITY and CONTRACTOR concerning the meaning, requirements, or performance of this Contract shall be subject to final determination, in writing, in accordance with the applicable procedures (if any) required by the State or Federal Government.

10. Choice of Law and Jurisdiction.

10.1 This Contract is made in Contra Costa County and shall be governed and construed in accordance with laws of the State of California.

10.2 Any action relating to this Contract shall be instituted and prosecuted in the courts of Contra Costa County, State of California.

11. Conformation with Federal and State Regulations. Should Federal or State regulations touching upon the subject of this Contract be adopted or revised during the term hereof, this Contract may be amended to assure conformance with such Federal or State requirements.

12. No Waiver by Authority. Subject to Paragraph 9 (Disputes) of these General Conditions, inspections or approvals, or statements by any officer, agent or employee of the AUTHORITY relating to the CONTRACTOR's performance, or payments therefor, or any combination of these acts, shall not relieve the CONTRACTOR'S obligation to fulfili this Contract as prescribed; nor shall the AUTHORITY be thereby stopped from bringing any action for damages or enforcement arising from any failure to comply with any of the terms and conditions of this Contract.

13. Subcontract and Assignment. This Contract binds the heirs, successors, assigns and representatives of CONTRACTOR. The CONTRACTOR shall not enter into subcontracts for any work contemplated under this Contract and shall not assign this Contract, nor any portion hereof or monies due or to become due, without the prior written consent of the AUTHORITY's Board of Commissioners or its designee, subject to any required State or Federal approval.

14. Independent Contract Status. This Contract is by and between two independent CONTRACTORS and is not interided to and shall not be construed to create the GENERAL CONDITIONS Page 4
relationship of agent, servant, employee, partnership, joint venture or association.

15. Conflicts of Interest. CONTRACTOR promises and attests that the CONTRACTOR and any members of its governing body shall avoid any actual or potential contlicts of interest. If CONTRACTOR is a corporation, CONTRACTOR agrees to furnish to the AUTHORITY upon demand a valid copy of its most recently adopted bylaws and also a complete and accurate list of its governing body (Board of Directors or Trustees) and to timely update said bylaws or the list of its governing body as changes in such governance

16. Confidentiality.

16.1 CONTRACTOR agrees to comply with, and to require its employees, agents and Perpet confide wil, incide sad or fed to tades or of plaions served under this Contract, their records, or services provided them, and assures

16.1.1 All applicațions and records concerning any individual made or kept by CONTRACTOR or any public officer or agency in connection with the administration of or relating to services provided under this Contract will be confidential, and will not be open to examination for any purposes not directly connected with the administration of such service.

16.1.2 No person will publish or disclose or permit or cause to be published or disclosed, any list of persons receiving services, except as may be required in the administration of such service.

16.2 CONTRACTOR agrees to inform all employees, agents and partners of the above provisions, and that any person knowingly and intentionally disclosing such information other than as authorized by law may be guilty of a misdemeanor.

17. Nondiscrimination - CONTRACTOR. CONTRACTOR agrees to observe the provisions of Section 2.28.030 of the Municipal Code of the City of Richmond, obligating every CONTRACTOR under a Contract with the CITY for public work or for goods or for services to refrain from discriminatory employment or subcontracting practices on the basis of race, color, sex, sexual orientation, religious creed, national origin or ancestry of any employees, any applicant for employment for any potential subcontractor. Said Section

2.28.030 is, by this reference, made a part of this Contract.

18. Indemnification. The CONTRACTOR shall defend, save harmless and indemnify the AUTHORITY and its officers, agents and employees from any and all claims, costs and GENERAL CONDITIONS Page 5
liability for any damages, sickness, death or injury to persons or property arising from, or connected with, the operations or services of the CONTRACTOR or its agents, servants, employees or subcontractors hereunder, save and except claims or litigation arising from the sole negligence or willful misconduct of the AUTHORITY or its officers or employees.

CONTRACTOR shall reimburse the AUTHORITY for any expenditures, including reasonable attorney's fees, incurred by the AUTHORITY in pursuit or defense of matters that are the subject of this indemnification. If requested by the AUTHORITY, the CONTRACTOR shall defend any claims or litigation to which this indemnification provision applies at the sole cost and expense of the CONTRACTOR.

19. Notices. All notices provided for by this Contract shall be in writing and may be delivered by deposit in the United States mail, postage prepaid. Notices to the AUTHORITY shall be addressed to the AUTHORITY's Executive Director. Notices to the CONTRACTOR shall be addressed to the CONTRACTOR's address designated herein. The effective date of notice to the CONTRACTOR shall be the date of receipt by CONTRACTOR. The effective date of notice to the AUTHORITY shall be the date of receipt by the AUTHORITY's Executive Director.

20. Primacy of General Conditions. Except for Special Conditions which expressly supersede General Conditions, the Special Conditions (if any) and Service Plan do not limit any term of the General Conditions.

21. Nonrenewal. CONTRACTOR understands and agrees that there is no representation, implication, or understanding that the services provided by CONTRACTOR under this Contract will be purchased or renewed by the AUTHORITY under a new contract following expiration or termination of this Contract, and waives all rights or claims to notice or hearing respecting any failure by AUTHORITY to continue the purchase of all or any failure to continue purchase of all or any such services from CONTRACTOR.

22. Possessory Interest. If this Contract results in the CONTRACTOR having possession of, claim to or right to the possession of land or improvements, but does not vest ownership of the land or improvements in the same person, or if this Contract results in the placement of taxable improvements on tax exempt land (Revenue and Taxation Code 107), such interest or improvements may represent a possessory interest subject to property tax, and CONTRACTOR may be subject to the payment of property taxes levied on such interest.

23. No Third-Party Beneficiaries. Notwithstanding mutual recognition that services under this Contract may provide some aid or assistance to members of the AUTHORITY's population, it is not the intention of either the AUTHORITY or CONTRACTOR that such individuals occupy the position of intended third-party beneficiaries of the obligations assumed by either party to this Contract.

GENERAL CONDITIONS Page 6

24. Copyrights and Rights in Data. CONTRACTOR shall not publish or transfer any materials produced or resulting from activities supported by this Contract without the express prior written consent of the AUTHORITY's Executive Director. If any material is subject to copyright, the AUTHORITY reserves the right to copyright such, and the CONTRACTOR agrees not to copyright such material. If the material is copyrighted by CONTRACTOR, the AUTHORITY reserves a royalty-free, nonexclusive, and irrevocable license to reproduce, publish, and use such materials, in whole or in part, and to authorize others to do so.

25. Changes and Extra Work.

25.1 When Changes in the Services Plan are required by AUTHORITY or requested by CONTRACTOR, CONTRACTOR shall promptly estimate their effect on the cost of the services, and on its time schedule, and so notify AUTHORITY in writing.

25.2 No Change shall be implemented by CONTRACTOR unless it is approved by AUTHORITY in writing. Unless otherwise agreed to in writing, all provisions of this Contract shall apply to all Changes in the Service Plan.

25.3 If AUTHORITY determines that a Change materially affects the total value or time of performance of this Contract, CONTRACTOR and AUTHORITY will mutually agree in writing to an equitable adjustment.

25.4 Within the limits of the Contract Payment Limit of this Contract, AUTHORITY may request Extra Work to be performed by CONTRACTOR. Extra Work is defined as work which was not authorized in the original Contract, and is, subsequent to the execution of this Contract by all parties hereto, determined by the AUTHORITY to be necessary for the Project. Upon receipt of an Extra Work authorization from AUTHORITY's Authorized Representative, CONTRACTOR shall continue performance of the services as revised by the authorization.

25.5 If AUTHORITY determines that revisions to the Contract Payment Limit, Service Plan, Payment Provisions, or other parts of the Contract are necessary, the revisions shall be mutually agreed upon and incorporated herein through the execution of written amendments to this Contract.

26. Survival.

The rights and obligations of the parties which by their nature survive termination or completion of the services covered by this Contract, shall remain in full force and effect after termination or completion.

GENERAL CONDITIONS Page 7
Performance and Final Acceptance.

27.1 CONTRACTOR represents that it is experienced, qualified, registered, licensed, equipped, organized and financed to perform the services under this Contract.

27.2 CONTRACTOR shall perform the services under this Contract with that degree of skill and judgment normally exercised by professional firms performing services of a similar nature in the State of California, and shall be responsible for the professional quality, technical accuracy and coordination of the services it perform ander this Contract. In addition to the other rights and remedies whicl AUTHORITY may have, CONTRACTOR shall, at its own expense, correct any services which fail to meet the above standard.

27.3 AUTHORITY shall provide CONTRACTOR an opportunity to cure errors and omission which may be disclosed during the review of submittals, with no increase in the authorized Contract Payment Limit. Should CONTRACTOR fail to make necessary corrections in a timely manner, such corrections shall be made by the AUTHORITY and the cost thereof shall be charged to CONTRACTOR.

27.4 If warranted, AUTHORITY shall determine, and CONTRACTOR may request such determination, that CONTRACTOR has satisfactorily completed performance of this Contract. Upon such determination, AUTHORITY shall issue to CONTRACTOR a written Notice of Final Acceptance, after which CONTRACTOR shall not incur further costs under this Contract.

CONTRACTOR shall respond to such Notice of Final Acceptance by executing and submitting to AUTHORITY a Release and Certificate of Final Payment.

28. Force Majeure.

Neither party hereto shall be considered in default in the performance of its obligations hereunder to the extent that the performance of such an obligation is prevented or delayed by any cause, existing or future, which is beyond the reasonable control of such party.

29. Severability.

In the event that any of the provisions or portions or applications thereof of this Contract are held to be unenforceable or invalid by any court of competent jurisdiction, AUTHORITY and CONTRACTOR shall negotiate an equitable adjustment in the provisions of the Contract with a view toward effecting the purpose of this Contract, and the validity and enforceability of the remaining provisions or portions or applications GENERAL CONDITIONS Page 8
thereof, shall not be affected thereby.

30. Authorized Representatives and Notices.

30.1 AUTHORITY and CONTRÁCTOR shall each designate, below, an Authorized Representative who has authority to act on its behalf in the administration of this Contract,

30.2 Written notification to the other party shall be provided, in advance, of changes in name or address of such Authorized Representatives.

30.3 Notices provided for under this Contract shall be in writing, and shall be served on the Authorized Representative of the receiving party, either personally or at the party's offices, or by registered or certified mail to its office address.

30.4 AUTHORITY hereby designates as its Authorized Representative the Project Manager whose name and address are as follows:

Nanette Beacham - Executive Director
Richmond Housing Authority
330 24th Street
Richmond, CA 94804

30.5 CONTRACTOR hereby designates as its Authorized Representative the Project Manager whose name and address are as follows:

Michael Rives - Branch Manager
Renoir Staffing, LLC
1301 Marina Village Parkway #350
Alameda, CA 94501
Pursuant to Richmond Municipal Code Section 7.04.030, the Contractor must have, or must obtain, a City of Richmond business license before any provision of this Contract will be deemed to take effect.

GENERAL CONDITIONS Page 9
Special Conditions:

1. In addition to the General Conditions set forth herein, Contractor shall comply with the terms and conditions set forth in the documents entitled "General Conditions for Non- Construction Contracts Sections I" (HUD-5370-C), "Certifications and Representations of Offerors" (HUD-5369-C), and "Certification Regarding Debarment and Suspension" (HUD-2992) which are attached hereto and incorporated herein by this reference. If there are any conflicts between the terms and conditions set forth in the General Conditions set forth herein and the terms and conditions set forth in the attached documents, the terms and conditions set forth in the attached documents shall take precedence and shall prevail.

2. Contractor shall provide the insurance coverage set forth in the document entitled "City of Richmond— Insurance Requirements — Type 2: "Professional Services" which is attached hereto and incorporated herein by this reference. Contractor shall maintain said coverage during the entire term of this contract. However, wherever the document refers 'to the "City of Richmond" or the "CITY", the Contractor shall substitute the words "Housing Authority of the City of Richmond" or "Authority".

Scope of Services
The Richmond Housing Authority utilizes temporary staffing services to fill short-term staffing needs in the area of, but not limited to, administrative support, technical support, maintenance, property management, human resources and finance. The RHA requires qualified individuals to assist RHA in a project completion, or for interim placement necessary because of employee turnover or individual leave/vacation. Contractor shall provide the services set forth in the proposal which is attached here to and incorporated herein by this reference.

Skill Categories
The City requirements for temporary staffing services may include but are not limited to the skill Categories listed below
Clerical I Administrative | Office Staff
• Accounting Clerical (Accounting Clerk, Accounts Payable Clerk, Purchasing Clerk) : Accounting Tochnical (Accounting Technician, Accounts Payable Technician) General Clerical (Office Assistant, Office Specialist)
• Skilled Clerical I Administrative (Administrative Assistant, Senior Administrative Assistant)
• Customer Service Technical (Customer Services Representative) Light Industrial
• Light Industrial (Maintenance Worker)
• Custodial (Janitor)
Finance
• Accounting (Accounting Assistant, Accountant)
• Finance Manager (specialize in housing authority accounting) The City will specify the required qualifications for each position when contacting the Agency.

Selection of Temporary Employees
A. Agencies shall provide placement and payroll services for temporary employees for City departments in a timely manner.

B. Agencies shall be responsible for the recruitment, screening, testing, interviewing, selection, reference checks, criminal background checks, and drug screening (if requested) for temporary employees.

Testing
A. Agencies shall ensure that each temporary employee assigned to the City meets the requirements for each position as requested.

B. If necessary, Agencies shall test applicable temporary employees on their proficiency with applicable software programs based on assignment requirements.

C. Agencies shall test for other applicable skills such as data entry and typing speed, filing, grammar, phone etiquette and customer service skills as appropriate.

Drug Screening
Upon request of the City, the Agencies shall require a drug screen for all temporary employees who will be in safety sensitive positions, such as operating heavy equipment.

Timecards, Billing, and Invoicing
A. Each temporary employee is required to maintain a daily record of hours worked on his or her timecard. These timecards are to be approved by a City department designee and become the source of the invoicing.

B. Agencies shall submit invoices on a monthly basis. Separate invoices are to be prepared for each City department utilizing temporary personnel services: All invoices shall be addressed to the City Department requesting services.

Agencies Reporting
A. Agencies shall provide monthly expenditure reports showing monthly and cumulative totals for all temporary staff assigned to the City by City department.

B. Agencies shall provide monthly personnel count reports listing total assigned temporary employees with their start dates, City department, current position title, pay rate, and bill rate.

Removal from Approved List
Repeated failure to provide qualified temporary employees, in a timely manner, or other unsatisfactory performance will cause an Agency to be removed from the list.

Attached:
• Wage Tables
Proposal
1301 Marina Village Parkway, Ste, 350
Alameda, CA 94501
PRENOIR Toll Free 866.672.3709 Direct 510.903.2500 Fax 510.903,25G7 [email protected]
i Stajfing, LLC
The Fine Art of Real Estate Statting Locations: ALAMEDA, FOLSOM, SAN JOSE, GARDEN GROVE, CULVER CITY City of Richmond Housing Authority
Temporary Staffing Services
Proposal

1. Company Information
Renoir Staffing, LLC
1301 Marina Village PKWY Suite 350
Alameda, 94501
Contacts for RFP:

Mike Rives
Branch Manager/Account Manager
Lia Lovelady:

Direct of Staffing Services
1301 Marina Village Parkway, Ste, 350
Alameda, CA 94501
Toll Free 866.672.3709 Direct 510.903.2500 Fax 510.903.2567 TRENOIR [email protected]
• Staffing, LiC
Locations: ALAMEDA, FOLSOM, SAN JOSE, GARDEN GROVE, CULVER CITY The Fine Art of Real Estate Staffing

2. Firms Experience
Renoir is currently staffing for the following Housing Authorities: Alameda Housing Authority, Oakland Housing, Marin Housing, Sacramento Housing Authority and we are currently also staffing for Richmond Housing in the area of Housing Specialists. Renoir also has many customers that utilize Renoir for their employee's with affordable housing experience. These companies include but are not limited to; Christian Church Homes, Mercy Housing, SAHA, TNDC, SOMA, Eden, EAH and Volunteers of America.

Renoir Staffing has been providing temporary personnel in Sacramento and surrounding areas since 1996. Renoir's sole focus is Real Estate and Property Management staffing with an emphasis on Tax Credit, HUD, and senior housing. More than 50% of Renoir's business has been in the Tax Credit/HUD housing sectors, making us experts in the specific needs and guidelines of these properties and their governing agencies. Real Estate and Property Management staffing is the only thing that Renoir does making us invaluable to our clients and employees. On any given day Renoir has, on average 75+ people working in property management specific positions. These positions include leasing agents, property managers, groundskeepers, janitors, maintenance technicians, housekeepers, painters, administrative assistants, customer service specialist, HUD case workers, tax credit specialist, and certified occupancy specialists.
a. Property Management
In the Bay Area, Residential property management market, Renoir is the "go to company," for any property management, on site staffing needs. We currently staff on average 250 employees per week for all positions in the property management industry. Renoir has been in the Bay area since 1985. Renoir most commonly provides staffing for property managers, assistant managers, leasing agents, tax credit technicians, desk clerks, maintenance supervisors, maintenance techs, grounds keepers, porters and housekeepers. Renoir recruits daily for these positions by utilizing our own web site job postings, One Stop EDD center recruiting, Cal Jobs, Career Builder, Indeed, Craigslist, referrals and general knowledge of who Renoir is based on their industry partnership. Renoir is also a member of RHA-Rental Housing Association, CAA- California Apartment Association and attends functions with CREW (Commercial Real Estate Women), BOMA (Building Owners Management Associations) and IREM, (Institute of Real Estate Management).
b. Residential Maintenance
Renoir provides all levels of maintenance technicians that know how to tum over vacant apartments for move in status. Renoir's maintenance staff knows how to do general plumbing, painting, electrical, trouble shoot appliances and fix any problems necessary, grounds keeping, cleaning of common areas and vacant units and HVAC 1301 Marina Village Parkway, Ste. 350
Alanieda, CA 94501
FRENOIR Toil Free 865.672.3709 Direct 510.903.2500 Fax 510.903.2567 We Staffing, LLC www.renoirstaffing.com [email protected] The Fine Art of Real Estate Staffing • Locations: ALAMEDA, FOLSOM, SAN JOSE, GARDEN GROVE, CULVER CITY services. Renoir's maintenance techs are tested to secure what level of maintenance they are able to work at. Renoir's maintenance staff is also able to do work orders for current resident needs. Renoir maintenance techs will be able to provide their own hand tools for the necessary work. Renoir technicians are available to work any shifts throughout the week.
c. Commercial Maintenance
Renoir provides Facilities maintenance for buildings and external needs with maintenance technicians and janitors. These positions require the Renoir Technicians to complete daily, weekly and monthly checklists on building equipment maintenance • procedures and maintain records of scheduled maintenance procedures. Renoir's facilities maintenance will perform minor and major repair of all buildings and equipment. that is onsite. All of Renoir's employee's will supply their own tools for these positions.

The day or night janitors that Renoir places provide cleaning to all common areas, and clean all necessary floor areas, vacuum and take trash out daily and oversee the general curb side appeal of building and grounds.
d. Social Services/Case Workers/ Case Managers
Renoir Provides case workers and social service positions to any property management or Real Estate organization that needs help within their company. These candidates will be recruited through our web site, EDD one site, Career builder and general networking. e. General Clerical/Customer Service/Administrative
Renoir partners with any company in property management and Real Estate. We place clerical, customer service and call center temps wherever needed such as single-family home divisions, corporate offices, night time resident staffing services, affordable housing properties with 24-hour care and senior communities. As a current staffing provider for SHRA, we work directly with the clerical training program on customer service, Companies such as Invitational homes have used Renoirs services for their call center, Ray Stone uses Renoir for all clerical and customer service needs 24 hours per day and Lewis Operating services uses Renoir for their guest services program as well as other staffing positions.

Renoir has a dedicated team to assist with recruiting, candidate placements, payroll and accounting for the residential market; affordable housing and market rate properties. Renoir can assist in placing candidates in all areas of property management unless otherwise specified. 1301 Marina Village Parkway, Ste, 350
Alameda, CA 94501
GRENOIR Toll Free 866.672.3709 Direct 510.903.2500 Fax 510.903.2567 [email protected]
te Stajjing, Lic
The Fine Art of Real Estale Staffing Locations: ALAMEDA, FOLSOM, SAN JOSE, GARDEN GROVE, CULVER CITY 916-724-3810
[email protected]
2012 - Present

4. Understanding the scope of services
Please describe your understanding of the services to be performed and/or the product to be provided.
a.) Skill Category
a. Renoir Staffing Can provide all positions under Residential Property Management. i. Administrative
ii. Accounting
ili. Clerical
iv. Housing Program Specialists
V. Property Managers
vi. Housing Asset Managers
Housing Program Analysts
viii. Light industrial-maintenance worker
ix. Custodial/Janitor
b.) Pricing-
a. Renoir's bill rates will be based on a 60%-65% Mark-up i. Administrative; 33.18 60%
ii. Accounting; 41.08 60%
ill. Clerical; 31.18 60%
iv. Housing program Specialists; 39.20 64%
V. Housing Asset Managers; 42.20 64%
vi. Housing Program Analysts; 42.20 63%
vii. Light industrial-maintenance worker; 41.25 65%
vili. Custodial/Janitor; 29.88 65%
'c.) Description of application screening, testing and selection procedures As the real estate industry specialist, Renoir Staffing has developed a series of skill assessments to evaluate property maintenance, leasing, and management skill sets. Our in- depth interview questions are also designed to assess industry experience and qualifications, as well as soft skills.
d.) Skills Testing- Description of application screening, testing and selection procedures.

Renoir Staffing has testing for each applicant that applies. The following tests are administered for the designated positions;
• Fair Housing Test
1301 Marina Village Parkway, Ste. 350
Alameda, CA 94501
GRENOIR Toll Free 865.672-3709 Direct 510.903.2500 Fax 510.903.2567 [email protected]
we staffing, LLC
The Fine Art of Real Estate Staffing Locations: ALAMEDA, FOLSOM, SAN JOSE, GARDEN GROVE, CULVER CITY Safety on the job testing
• Leasing/Property Management Test
• Maintenance Test
The process begins with an in-depth, hour-long interview to assess industry knowledge and aptitude. Candidates take computerized skills tests in office, maintenance, and property skills.

They view a video on appropriate conduct when working on the job site. In addition, they receive a handbook and verbal orientation on safety, procedures, rest breaks, EEOC policies, regulations, and other topics to guide them in working with Renoir and the client.

Employees come to Renoir Staffing because of our reputation for placing candidates in commercial and residential property management positions that utilize their talents, meet their interests, and build their careers. Many employees who start with Renoir as a temporary are hired by employers and return later in their career for employment assistance with their next career move. Renoir has long-lasting relationships with those.

Quality Matches
With qualified individuals who are truly matched to your culture and specific needs by Renoir Staffing's experienced staffing professionals, you and your team can achieve optimum productivity. Your dedicated Account Executive will complete a thorough analysis of the job assignment requirements and responsibilities in order to identify the best qualified match.

Qualification Process
The screening process includes in-depth interviews, two industry references, skills testing, and a seven-year, Criminal Background Check for misdemeanors and felonies. Drug testing and other services are available to meet your qualification standards.

Employees are often pre-screened via the phone. Once scheduled to come in, employees have a one-hour detailed interview with the Account Executive after which the employee will be required to complete an employment application and any testing necessary for the job of which they are applying.

Background Checks
Be assured that Renoir Staffing performs a background check on every temporary, pay-rolling, and direct-hire candidate before he or she can be considered available for work. The seven- year, Criminal Background Check includes both misdemeanors and felonies. All candidates must have clear background checks before being employed by Renoir Staffing. The average turnaround for a bäckground report is 24-48 hours.

Industry References
It is required that every applicant must have a minimum of two professional references checked by Renoir Staffing, with at least one in the real estate industry.

Drug Screening
1301 Marina Village Parkway, Ste. 350
Alarieda, CA 94501
Toll Free 866.672.3709 Direct 510.903.2500 Fax 510.903.2567 GRENOIR www.renoirstaffing.com [email protected] * Staffing, LLO
Locations: ALAMEDA, FOLSOM, SAN JOSE, GARDEN GROVE, CULVER CITY The Fine Art of Real Estate Staffing
Renoir Staffing is a drug-free work environment. Drug screens can be provided as needed- based on the customers' request. Our candidate application process includes the provision that Renoir reserves the right to conduct drug screening if we feel it is necessary or at the request of the customer. In addition to new hire screening, we can also offer random drug screening. There is an additional, reasonable fee for adding drug screening services to a contract. The fee's involved in testing are done through Concentra and the price ranges from $32 to $52. e.) Sample Reports that match the criteria listed in the Agency Reporting Assignments and Placements
Contract Assignments-
Oakland Housing Authority (Property name and Employee's assigned to designated location)
Employees Asgn Start Date Position Status Pay Rate Bill Rate End Date
Damon Raulph 4/19/19 Maintenance Active 21.00 34.65
Becky Ramond 03/31/19 Housing Tech Past 21.00 36.80
4/19/19
f.) Name of Primary Contact Person
Mike Rives
Lia Lovelady
g.) Hours of operation and after hour emergencies
Monday through Friday from 8-5
After Hours
Mike Rives Cell phone:

Lia Lovelady Cell phone:
h.) Response time to filling orders
a. 24 Hours
i.) Minimum hours to be paid for less than eight (8) hours worked a. 4 Hours minimum
j-) Other Qualifications that make your firm unique:
a. Renoir has five (5) offices throughout California. Each office has a dedicated Account Manager, Staffing Assocaite, payroll, recruiter and administrative assistant to assist in all areas.
b. Renoir ONLY staffs for Property Management. This is unique as the only thing we recruit for on a dialy basis is candidtes with direct expreince in property management.
c. Renoir participates in all areas of networking within the community that deals with property management;
i. Veteran programs- Volunteers of America
ii. Restart Program -IREM
1301 Marina Village Parkway, Ste. 350
Afameda, CA 94501
SKENUIN Toll Free $66.672.3709 DIrect 510.903.2500 Fax 510.903.2567 I Staffing, LL [email protected] The Fine Art of Real Estate Stalting Locations: ALAMEDA, FOLSOM, SAN JOSE, GARDEN GROVE, CULVER CITY lii. CAA-California Apartment Association
iv. RHA-Rental Housing Association
5) Proposed Rates and Fee's
Administrative; 33.18
Accounting; 41.08
Clerical; 31.18
Leasing; 32.60
Housing program Specialists; 39.20
Housing Asset Managers; 42.20
Housing Program Analysts; 42.20
Light industrial-maintenance worker; 41.25
Custodial/Janitor; 29.88

6. RHA Forms/ Minority and Women Business Participation:

Section 3 participation: Provide a detailed narrative on how the respondent will assist to comply with HUDS section 3 requirements for hiring Section 3 residents. a.) Renoir Staffing offer's monthly job fairs at various locations. a. Renoir can provide flyers to all RHA communities regarding the dates, times, location and criteria to attend and apply for Renoir positions. b.) Renoir also partners with Volunteers of America for veterans c.) Renoir participates in a Restart Program with IREM that assists women getting out of homelessness and starting back into the workplace.
d.) Work with EDD offices and hold job fairs at different EDD locations a. Renoir also recruits from the EDD recruitment website, Cal Jobs 1301 Marina Village Parkway, Ste, 350,
Alameda, CA 94501
PRENUIF Toll Free 866.672.3709 Direct 510.903.2500 Fax 510.903.2567 9 Staffing, LL [email protected] The Fine Art of Real Estate Stalfing Locations: ALAMEDA, FOLSOM, SAN JOSE, GARDEN GROVE, CULVER CITY General Conditions for Non-Construction U.S. Department of Housing and Urban Development
Contracts Office of Public and Indian Housing
Section I - (With or without Maintenance Work) Office of Labor Relations OMB Approval No. 2577-0157 (exp. 1/31/2017)
Public Reporting Burden for this collection of Information is estimated to average 0.08 hours per response, including the time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of Information, Send comments regarding this burden estimate or any other aspect of this collection of information, including suggestions for reducing this burden, to the Reports Management Officer, Office of Information Policies and Systems, U.S. Department of Housing and Urban Development, Washington, D.C. 20410-3600; and to the Office of Management and Budget, Paperwork Reduction Project (2577-0157), Washington, D.C. 20503. Do not send this completed form to either of these addressees.

Applicability. This form HUD-5370-C has 2 Sections. These proposal submitted before final payment of the contract.

Sections must be inserted into non-construction contracts as (d) Failure to agree to any adjustment shall be a dispute under described below: clause Disputes, herein. However, nothing in this clause shall excuse the Contractor from proceeding with the
Non-construction contracts (without maintenance) contract as changed. greater than $100,000 - use Section !; (e) No services for which an additional cost or fee will be Maintenance contracts (including nonroutine charged by the Contractor shall be furished without the maintenance as defined at 24 CFR 968.105) greater than prior written consent of the HA. $2,000 but not more than $100,000 - use Section il; and Maintenance contracts (including nonroutine 3. Termination for Convenience and Default maintenance), greater than $100,000 - use Sections I
and Il, (a) The HA may terminate this contract in whole, or from time to time in part, for the HA's convenience or the failure of the Section I - Clauses for All Non-Construction Contracts greater Contractor to fulfill the contract obligations (default). The than $100,000 HA shall terminate by delivering to the Contractor a written Notice of Termination specifying the nature, extent, and

1. Definitions effective date of the termination. Upon receipt of the notice, the Contractor shall: (i) immediately discontinue all services The following definitions are applicable to this contract: affected (unless the notice directs otherwise); and (i) (a) "Authority or Housing Authority (HA)" means the deliver to the HA all information, reports, papers, and other Housing Authority. materials accumulated or generated in performing (b) "Contract" means the contract entered into between the this contract, whether completed or in process.

Authority and the Contractor. It includes the contract form, (b) If the termination is for the convenience of the HA, the HA the Certifications and Representations, these contract shall be liable only for payment for services rendered clauses, and the scope of work, It includes all formal before the effective date of the termination, changes to any of those documents by addendum, Change (c) If the termination is due to the failure of the Contractor to Order, or other modification. fulfill its obligations under the contract (default), the HA may (c) "Contractor" means the person or other entity entering into (i) require the Contractor to deliver to it, in the manner the contract with the Authority to perform all of the work and to the extent directed by the HA, any work as required under the contract described in subparagraph (a)il) above, and compensation (d) "Day" means calendar days, unless otherwise stated. be determined in accordance with the Changes clause, (e) "HUD" means the Secretary of Housing and Urban paragraph 2, above; (i) take over the work and prosecute development, his delegates, successors, and assigns, and the same to completion by contract or otherwise, and the the officers and employees of the United States Contractor shall be liable for any additional cost incurred by Department of Housing and Urban Development acting for the HA: (iil) withhold any payments to the Contractor, for the and on behalf of the Secretary. purpose of off-set or partial payment, as the case may be, of amounts owed to the HA by the Contractor.

2. Changes (d) If, after termination for failure to fulfil contract obligations (default), it is determined that the Contractor had not failed, the termination shall be deemed to have been effected for (a) The HA may at any time, by written order, and without notice to the sureties, if any, make changes within the the convenience of the HA, and the Contractor shall been general scope of this contract in the services to be titied to payment as described in paragraph (b) above. performed or supplies to be delivered. (e) Any disputes with regard to this clause are expressty made (b) If any such change causes an increase or decrease in the subject to the terms of clause titled Disputes herein. hourly rate, the not-to-exceed amount of the contract, or

4. Examination and Retention of Contractor's Records
the time required for performance of any part of the work under this contract, whether or not changed by the order, or otherwise affects the conditions of this contract, the HA (a) The HA, HUD, or Comptroller General of the United States, shall make an equitable adjustment in the not-to-exceed or any of their duly authorized representatives shall, until 3 amount, the hourly rate, the delivery schedule, or other years after final payment under this contract, have access affected terms, and shall modify the contract accordingly. to and the right to examine any of the Contractor's directly (c) The Contractor must assert ifs right to an equitable pertinent books, documents, papers, or other records adjustment under this clause within 30 days from the date involving transactions related to this contract for the of receipt of the written order. However, if the HA decides purpose of making audit, examination, excerpts, and that the facts justify it, the HA may receive and act upon a transcriptions.

Section I - Page 1 of 6 form HUD-5370-G (01/2014)
(b) The Contractor agrees to include in first-tier subcontracts under this contract a clause substantially the same as A breach of these Contract clauses may be grounds for paragraph (a) above. "Subcontract," as used in this clause, termination of the Contract and for debarment or denial of excludes purchase orders not exceeding $10,000. participation in HUD programs as a Contractor and a . (c) The periods of access and examination in paragraphs (a) subcontractor as provided in 24 CFR Part 24. and (b) above for records relating to:
(i) appeals under the clause titled Disputes; 9. Assignment of Contract (i) litigation or settlement of claims arising from the performance of this contract, or, The Contractor shall not assign or transfer any interest in this (il) costs and expenses of this contract to which the HA, contract; except that claims for monies due or to become due HUD, or Comptroller General or any of their duly from the HA under the contract may be assigned to a bank. authorized representatives has taken exception shall trust company, or other financial institution. If the Contractor is continue until disposition of such appeals, litigation, a partnership, this contract shall inure to the benefit of the surviving or remaining member(s) of such partnership approved by the HA.

5. Rights in Data (Ownership and Proprietary Interest)

10. Certificate and Release
The HA shall have exclusive ownership of, all proprietary interest in, and the right to full and exclusive possession of all Prior to final payment under this contract, or prior to settlement information, materials and documents discovered or produced upon termination of this contract, and as a condition precedent by Contractor pursuant to the terms of this Contract, including thereto, the Contractor shall execute and deliver to the HA a but not limited to reports, memoranda or letters concerning the certificate and release, in a form acceptable to the HA, of all research and reporting tasks of this Contract claims against the HA by the Contractor under and by virtue of this contract, other than such claims, if any, as may be

6. Energy Efficiency specifically excepted by the Contractor in stated amounts set forth therein.

The contractor shall comply with all mandatory standards and policies relating to energy efficiency which are contained in the 11. Organizational Conflicts of Interest energy conservation plan issued in compliance with the Energy Policy and Conservation Act (Pub.L. 94-163) for the State in (a) The Contractor warrants that to the best of its knowledge which the work under this contract is performed. and belief and except as otherwise disclosed, it does not have any organizational conflict of interest which is defined

7. Disputes as a situation in which the nature of work under this contract and a contractors organizational, financial,
• (a) All disputes arising under or relating to this contract, except contractual or other interests are such that for disputes arising under clauses contained in Section IlI, (1) Award of the contract may result in an unfair Labor Standards Provisions, including any claims for competitive advantage; or damages for the alleged breach there of which are not (il) The Contractor's objectivity in performing the contract disposed of by agreement, shall be resolved under this work may be impaired. clause. (b) The Contractor agrees that if after award it discovers an (b) All claims by the Contractor shall be made in writing and organizational conflict of interest with respect to this contract submitted to the HA. A claim by the HA against the or any task/delivery order under the contract, he or she shall Contractor shali be subject to a written decision by the HA. make an immediate and full disclosure in writing to the . (c) The HA shall, with reasonable promptness, but in no event Contracting Officer which shall include a description of the in no more than 60 days, render a decision concerning any action which the Contractor has taken or intends to take to claim hereunder. Unless the Contractor, within 30 days after eliminate or neutralize the conflict. The HA may, however, receipt of the HA's decision, shall notify the HA in writing terminate the confract or task/delivery order for the that it takes exception to such decision, the decision convenience of the HA if it would be in the best interest shall be final and conclusive. of the HA
(d) Provided the Contractor has (i) given the notice within the (c) In the event the Contractor was aware of an organizational time stated in paragraph (c) above, and (il) excepted its conflict of interest before the award of this contract and claim relating to such decision from the final release, and (ill) intentionally did not disclose the conflict to the Contracting brought suit against the HA not later than one year after Officer, the HA may terminate the contract for default. receipt of final payment, or if final payment has not been (d) The terms of this clause shall be included in all made, not later than one year after the Contractor has had a subcontracts and consulting agreements wherein the work reasonable time to respond to a written request by the HA to be performed is similar to the service provided by the that it submit a final voucher and release, whichever is prime Contractor. The Contractor shall include in such earlier, then the HA's decision shall not be final or subcontracts and consulting agreements any necessary conclusive, but the dispute shall be determined on the provisions to eliminate or neutralize conflicts of interest. merits by a court of competent jurisdiction.
(e) The Contractor shall proceed diligently with performance of 12. Inspection and Acceptance this contract, pending final resolution of any request for relief, claim, appeal, or action arising under the contract, (a) The HA has the right to review, require correction, if and comply with any decision of the HA necessary, and accept the work products produced by the Contractor. Such review(s) shall be carried out within 30

8. Contract Termination; Debarment days so as to not impede the work of the Contractor. Any Section I - Page 2 of 6 form HUD-5370-C (01/2014)
product of work shall be deemed accepted as submitted if "Local goverment" means a unit of government in a State the HA does not issue written comments and/or required and, If chartered, established, or otherwise recognized by a corrections within 30 days from the date of receipt of such State for the performance of a governmental duty, including a product from the Contractor. local public authority, a special district, an intrastate district, a (b) The Contractor shall make any required corrections councii of governments, a sponsor group representative prompty at no additional charge and return a revised copy organization, and any other instrumentality of a local of the product to the HA within 7 days of notification or a govemment. later date if extended by the HA. "Officer or employee of an agency" includes the following (c) Failure by the Contractor to proceed with reasonable individuals who are employed by an agency:
promptness to make necessary corrections shall be a (i) An individual who is appointed to a position in the default. If the Contractor's submission of corrected work Goverment under title 5, U.S.C., including a position remains unacceptable, the HA may terminate this contract under a temporary appointment; (or the task order involved) or reduce the contract price or (il) A member of the uniformed services as defined in cost to reflect the reduced value of services received. section 202, title 18, U.S.C.; (iil) A special Government employee as defined in section

13. Interest of Members of Congress 202, title 18, U.S.C.; and, (iv) An individual who is a member of a Federal advisory No member of or delegate to the Congress of the United States committee, as defined by the Federal Advisory of America or Resident Commissioner shall be admitted to any Committee Act, title 5, appendix 2 share or part of this contract or to any benefit to arise there from, "Person" means an individual, corporation, company, but this provision shall not be construed to extend to this assoclation, authority, firm, partnership, society, State, and local contract if made with a corporation for its general benetit. government, regardless of whether such entity is operated for profit or not for profit. This term excludes an Indian tribe, tribal

14. Interest of Members, Officers, or Employees and Former organization, or other Indian organization with respect to Members, Officers, or Employees expenditures specifically permitted by other Federal law. "Recipient" includes all contractors, subcontractors at any No member, officer, or employee of the HA, no member of the tier, and subgrantees at any tier of the recipient of funds received governing body of the locality in which the project is situated, no in connection with a Federal contract, grant, loan, or cooperative member of the governing body in which the HA was activated, agreement. The term excludes an Indian tribe, tribal organization, and no other pubic official of such locality or localities who or any other Indian organization with respect to exercises any functions or responsibilities with respect to the expenditures specifically permitted by other Federal law. project, shall, during his or her tenure, or for one year "Regularly employed means, with respect to an officer or thereafter, have any interest, direct or indirect, in this contract or employee of a person requesting or receiving a Federal the proceeds thereof. contract, grant, loan, or cooperative agreement, an officer or employee who is employed by such person for at least 130

15. Limitation on Payments to Influence Certain Federal working days within one year immediately preceding the date of Transactions the submission that initiates agency consideration of such person for receipt of such contract, grant, loan, or cooperative (a) Definitions. As used in this clause: agreement. An officer or employee who is employed by such "Agency", as defined in 5 U.S.C. 552(f), includes Federal person for less than 130 working days within one year executive departments and agencies as well as independent immediately preceding the date of submission that initiates regulatory commissions and Government corporations, as agency consideration of such person shall be considered to be defined in 31 U.S.C. 9101(1). regularly employed as soon as he or she is employed by such "Covered Federal Action" means any of the following person for 130 working days.

Federal actions: "State" means a State of the United States, the District of (1) The awarding of any Federal contract, Columbia, the Commonwealth of Puerto Rico, a territory or (ii) The making of any Federal grant; possession of the United States, an agency or instrumentality of (jif The making of any Federal loan; a State, and a multi-State, regional, or interstate entity having (iv) The entering into of any cooperative agreement; and, govermental duties and powers. (v) The extension, continuation, renewal, amendment, or (b) Prohibition. modification of any Federal contract, grant, loan, or (1) Section 1352 of title 31, U.S.C. provides in part that no cooperative agreament. appropriated funds may be expended by the recipient Covered Federal action does not include receiving from an of a Federal contract, grant, loan, or cooperative agency a commitment providing for the United States to insure agreement to pay any person for influencing or or guarantee a loan. attempting to influence an officer or employee of any "Indlan tribe" and. "tribal organization" have the meaning agency, a Member of Congress, an officer or provided in section 4 of the Indian Self-Determination and employee of Congress, or an employee of a Member Education Assistance Act (25 U.S.C. 450B). Alaskan Natives of Congress in connection with any of the following are included under the definitions of Indian tribes in that Act. covered Federal actions: the awarding of any Federal "Influencing or attempting to influence" means making, with contract, the making of any Federal grant, the making the intent to influence, any communication to or appearance of any Federal loan, the entering into of any before an officer or employee of any agency, a Member of cooperative agreement, and the extension, Congress, an officer or employee of Congress, or an employee continuation, renewal, amendment, or modification of of a Member of Congress in connection with any covered any Federal contract, grant, loan, or cooperative Federal action. agreement.
(il) The prohibition does not apply as follows:

Section I - Page 3 of6 form HUD-5370-C (01/2014)
(1) Agency and legislative liaison by Own person requesting or receiving a covered Federal action or an extension,
Employees
(a) The prohibition on the use of appropriated continuation, renewal, amendment, or funds, in paragraph (i) of this section, does not modification of a covered Federal action apply in the case of a payment of reasonable if the payment is for professional or compensation made to an officer or employee of technical services rendered directly in a person requesting or receiving a Federal the preparation, submission, or contract, grant, loan, or cooperative agreement, if negotiation of any bid, proposal, or the payment is for agency and legislative application for that Federal action or for activities not directly related to a covered Federal meeting requirements imposed by or action. pursuant to law as a condition for
(b) For purposes of paragraph (b)(D)(1)(a) of receiving that Federal action. Persons this clause, providing any information specifically other than officers or employees of a requested by an agency or Congress is permitted person requesting or recelving a at any time. covered Federal action include
(c) The following agency and legislative liaison consultants and trade associations. activities are permitted at any time only where (b) For purposes of subdivision (b)(ii)(2)(a) of they are not related to a specific solicitation for clause, "professional and technical services" any covered Federal action: shall be limited to advice and analysis (1) Discussing with an agency (including directly applying any professional or individual demonstrations) the qualities and technical discipline characteristics of the person's products or (c) Requirements imposed by or pursuant to law services, conditions or terms of sale, and service as a condition for receiving a covered capabilities; and, Federal award include those required by law (2) Technical discussions and other or regulation, or reasonably expected to be activities regarding the application or adaptation required by law or regulation, and any other of the person's products or services for an requirements in the actual award agency's use. documents.
(d) The following agency and legislative liaison' (d) Only those services expressly authorized by activities are permitted where they are prior to subdivisions (b)(il)(2)(a)(1) and (il) of this formal solicitation of any covered Federal action: section are permitted under this clause. (il) Selling activities by independent sales
specifically requested but necessary for an representatives. agency to make an informed decision about (c) The prohibition on the use of appropriated funds, in initiation of a covered Federal action; subparagraph (b)(t) of this clause, does not apply to the (2) Technical discussions regarding the following selling activities before an agency by independent preparation of an unsolicited proposal prior to its sales representatives, provided such activities are prior to official submission; and formal solicitation by an agency and are specifically limited (3) Capability presentations by persons to the merits of the matter:
seeking awards from an agency pursuant to the (1) Discussing with an agency (including individual provisions of the Small Business Act, as demonstration) the qualities and characteristics of the amended by Public Law 95-507 and other person's products or services, conditions or terms of subsequent amendments. sale, and service capabilites; and (e) Only those activites expressly authorized (il) Technical discussions and other activities regarding by subdivision (b)(ii)(1)(a) of this clause are the application or adaptation of the person's products permitted under this clause. or services for an agency's use. (2) Professional and technical services. (d) Agreement In accepting any contract, grant, cooperative (a) The prohibition on the use of appropriated agreement, or loan resulting from this solicitation, the funds, In subparagraph (b)(i) of this clause, person submitting the offer agrees not to make any does not apply in the case of- payment prohibited by this clause. (1) A payment of reasonable compensation (e) Penalties. Any person who makes an expenditure made to an officer or employee of a prohibited under paragraph (b) of this clause shall be person requesting or receiving a subject to civil penalties as provided for by 31 U.S.C. 1352. covered Federal action or an extension, An imposition of a civil penalty does not prevent the continuation, renewal, amendment, or Govemment from seeking any other remedy that may be modification of a covered Federal applicable.
action, if payment is for professional or (f) Cost Allowability. Nothing in this clause is to be interpreted technical services rendered directly in to make allowable or reasonable any costs which would be the preparation, submission, or unallowable or unreasonable in accordance with Part 31 of negotiation of any bid, proposal, or the Federal Acquisition Regulation (FAR), or OMB application for that Federal action or for Circulars dealing with cost allowability for recipients of meeting requirements imposed by or assistance agreements. Conversely, costs made pursuant to law as a condition for specifically unallowable by the requirements in this clause receiving that Federal action. will not be made allowable under any of the provisions of (i) Any reasonable payment to a person, FAR Part 31 or the relevant OMB Circulars. other than an officer or employee of a
Section | - Page 4 of 6 form HUD-5370-C (01/2014)

16. Equal Employment Opportunity Contractor becomes involved in, or is threatened with, iltigation with a subcontractor or vendor as a result of such During the performance of this contract, the Contractor agrees direction, the Contractor may request the United States to as follows: enter into the litigation to protect the interests of the United (a) The Contractor shall not discriminate against any employee States. or applicant for employment because of race, color,
religion, sex, or national origin. 17. Dissemination or Disclosure of Information (b) The Contractor shall take affirmative action to ensure that applicants are employed, and that employees are treated No Information or material shall be disseminated or disclosed to during employment without regard to their race, color, the general public, the news media, or any person or religion, sex, or national origin. Such action shall include, organization without prior express written approval by the HA. but not be limited to (1) employment; (2) upgrading; (3) demotion; (4) transfer; (5) recruitment or recruitment 18. Contractor's Status advertising: (6) layoff or termination; (7) rates of pay or other forms of compensation; and (8) selection for training, It is understood that the Contractor is an independent contractor including apprenticeship. and is not to be considered an employee of the HA, or assume (c) The Contractor shall post in conspicuous places available any right, privilege or duties of an employee, and shall save to employees and applicants for employment the notices to harmless the HA and its employees from claims suits, actions. be provided by the Contracting Officer that explain this and costs of every description resulting from the Contractor's clause. activities on behalf of the HA in connection with this Agreement. (d) The Contractor shall, in all solicitations or advertisements. for employees placed by or on behalf of the Contractor, 19. Other Contractors state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, HA may undertake or award other contracts for additional work or national origin. at or near the site(s) of the work under this contract. The (e) The Contractor shall send, to each labor union or contractor shall fully cooperate with the other contractors and representative of workers with which it has a collective with HA and HUD employees and shall carefully adapt bargaining agreement or other contract or understanding, scheduling and performing the work under this contract to the nofice to be provided by the Contracting Officer accommodate the additional work, heeding any direction that advising the labor union or workers' representative of the may be provided by the Contracting Officer. The contractor shall Contractor's commitments under this clause, and post not commit or permit any act that will interfere with the coples of the notice in conspicuous places available to performance of work by any other contractor or HA employee. employees and applicants for employment
The Contractor shall comply with Executive Order 11246, 20. Liens as amended, and the rules, regulations, and orders of the Secretary of Labor. The Contractor is prohibited from placing a lien on HA's (g) The Contractor shall furnish all information and reports property. This prohibition shall apply to all subcontractors. required by Executive Order 11246, as amended and by
rules, regulations, and orders of the Secretary of Labor, or 21. Training and Employment Opportunities for Residents in pursuant thereto. The Contractor shall permit access fo its the Project Area (Section 3, HUD Act of 1968; 24 CFR 135) books, records, and accounts by the Secretary of Labor for purposes of investigation to ascertain compliance with such (a) The work to be performed under this contract is subiect to the rules, regulations, and orders. requirements of section 3 of the Housing and Urban Development (h) In the event of a determination that the Contractor is not in Act of 1968; as amended, 12 U.S.C. 1701u (section 3). The compliance with this clause or any rule, regulation, or order purpose of section,3 is to ensure that employment and other of the Secretary of Labor, this contract may be canceled, economic opportunities generated by HUD assistance or HUD- terminated, or suspended in whole or in part, and the assisted projects covered by section 3, shall, to the greatest Contractor may be declared ineligible for further extent feasible, be directed to low- and very low-income persons, Government contracts, or federally assisted construction particularly persons who are recipients of contracts under the procedures authorized in Executive HUD assistance for housing.

Order 11246, as amended, in addition, sanctions may be (b) The parties to this contract agree to comply with HUD's imposed and remedies invoked against the Contractor as regulations in 24 CFR Part 135, which implement section 3. As provided in Executive Order 11246, as amended, the rules, evidenced by their execution of this contract, the parties to this regulations, and orders of the Secretary of Labor, or as contract certify that they are under no contractual or other otherwise provided by law. impediment that would prevent them from complying with the (1) The Contractor shall include the terms and conditions of this clause in every subcontract or purchase order unless (c) The contractor agrees to send to each labor organization or exempted by the rules, regulations, or orders of the representative of workers with which the contractor has a Secretary of Labor Issued under Executive Order 11246, collective bargaining agreement or other understanding, if any, a as amended, so that these terms and conditions will be notice advising the labor organization or workers' representative binding upon each subcontractor or vendor. The of the contractor's commitments under fhis section 3 clause, and Contractor shall take such action with respect to any will post copies of the notice in conspicuous places at the work subcontractor or purchase order as the Secretary of site where both employees and applicants for training and Housing and Urban Development or the Secretary of Labor employment positions can see the notice. The notice shall may direct as a means of enforcing such provisions, describe the section 3 preference, shall set forth minimum including sanctions for noncompliance; provided that if the number and job titles subject to hire, availability of Section I - Page 5 of 6 form HUD-5370-C (01/2014)
apprenticeship and training positions, the qualifications for each; and the name and location of the person(s) taking applications for each of the positions; and the anticipated date the work shall begin
d) The contractor agrees to include this section 3 clause in every subcontract subject to compliance with regulations in 24 CFF Part 135, and agrees to fake appropriate action, as provided in an applicable provision of the subcontract or in this section 3 clause, upon a finding that the subcontractor is in violation of the regulations in 24 CFR Part 135. The contractor will not ubcontract with anv subcontractor where the contractor na! stice or knowledge that the subcontractor has been found i violation of the regulations in 24 CFR Part 135.
(e) The contractor will certify that any vacant employment positions, including training positions, that are filled (1) after the contractor is selected but before the contract is executed, and (2) with persons other than those to whom the regulations of 24 CFR Part 135 require employment opportunities to be directed, were not filled to circumvent the contractor's obligations under 24 CFR
Part 135.
(f) Noncompliance with HUD's regulations In 24 CFR Part 135 may result in sanctions, termination of this contract for default, and debarment or suspension from future HUD assisted contracts.

22. Procurement of Recovered Materials
(a) In accordance with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, the Contractor shall procure items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR Part 247 that contain the highest percentage of recovered materals
practicable, consistent with maintaining a satisfactory level of competition. The Contractor shall procure items desionated in the EPA guidelines that contain the highest percentage of
recovered materials practicable unless the Contractor
determines that such items: (1) are not reasonably avallable in a reasonable period of time; (2) fail to meet reasonable
performance standards, which shall be determined on the basis of the guidelines of the National Institute of Standards and Technology, if applicable to the item; or (3) are only available at an unreasonable price.
(b) Paragraph (a) of this clause shall apply to items purchased under his contract where: (1) the Contractor purchases in excess of $10,000 of the item under this contract; or (2) during the preceding Federal fiscal year, the Contractor: (1) purchased any amount of the items for use under a contract that was funded with Federal appropriations and was with a Federal agency or a tate agency or agency of a political subdivision of a State; ar l) purchased a total of in excess of $10,000 of the item bot under and outside that contract.

Section | - Page 6 of 6 form HUD-5370-C (01/2014)
Certifications and U.S. Department of Housing OMB Approval No: 2577-0180 (exp. 7/30/96) and Urban Development
Representations Office of Public and Indian Housing
of Offerors
Non-Construction Contract
Public reporting burden for this collection of information is estimated to average 5 minutes per response, including the time for revlawing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information.

This form includes clauses required by OMB's common rule on bidding offeting procedures, implemented by HUD in 24 CFR 85.36, and those requirements set forth in Exeoutive Order 11625 for small, minority, women-owned businesses, and certifications for independent price determination, and conflict of interest.

The form is required for nonconstruction contracts awarded by Housing Agencies (HAs). The form is used by bidders/offerors to certify to the HA's Contracting Officer for contract compliance. If the form were not used, HAs would be unable to enforce their contracts. Responses to the collection of information are required to obtain a benefit or to retain a benefit. The information requested does not lend itself to confidentiality:

1. Contingent Fee Representation and Agreement For the purpose of this definition, minority group members are:
(a) The bidder/offeror represents and certifies as part of its bid/ (Check the block applicable to you) offer that, except for full-time bona fide employees working I 1 Black Americans I 1 Asian Pacific Americans solely for the bidder/offeror, the bidder/offeror:

I 1 Hispanic Americans [ ] Asian Indian Americans
(1) [ ]has, I I has not employed or retained any person or [ ] Hasidic Jewish Americans company to solicit or obtain this contract; and | ] Native Americans -
(2) [ ] has, [ 1 has not paid or agreed to pay to any person or company employed or retained to solicit or obtain this 3. Certificate of Independent Price Determination contract any commission, percentage, brokerage, or other (a) The bidder/offeror certifies that- fee contingent upon or resulting from the award of this (1) The prices in this bid/offer have been arrived at indepen- contract. dently, without, for the purpose of restricting competi- (b) If the answer to either (a)(1) or (a) (2) above is affirmative, tion, any consultation, communication, or agreement the bidder/offeror shall make an immediate and full written with any other bidder/offeror or competitor relating to (i) disclosure to the PHA Contracting Officer. those prices, (ii) the intention to submit a bid/offer, or (c) Any misrepresentation by the bidder/offeror shall give the (iii) the methods or factors used to calculate the prices PHA the right to (1) terminate the resultant contract; (2) at its offered; discretion, to deduct from contract payments the amount of any (2) The prices in this bid/offer have not been and will not be commission, percentage, brokerage, or other contingent fee; or knowingly disclosed by the bidder/offeror, directly or - (3) take other remedy pursuant to the contract. indirectly, to any other bidder/offeror or competitor be- fore bid opening (in the case of a sealed bid solicitation) - or contract award (in the case of a negotiated solicitation) Z. Small, Minority, Women-Owned Business Concern Rep-
unless otherwise required by law; and
resentation
(3) No attempt has been made or will be made by the bidder/ The bidder/offeror represents and certifies as part of its bid/ offer offeror to induce any other concern to submit or not to that it:
submita bid/offer for the purpose of restricting competition. (a) [ ]is, [ ]is not a small business concern. "Small business (b) Each signature on the bid/offer is considered to be a certifi- concern," as used in this provision, means a concern, includ- cation by the signatory that the signatory:
ing its affiliates, that is independently owned and operated, not dominant in the field of operation in which it is bidding, (1) Is the person in the bidder/offeror's organization respon- and qualified as a small business under the criteria and size sible for determining the prices being offered in this bid standards in 13 CFR 121. or proposal, and that the signatory bas not participated (b) [• ]is, [ ] is not a women-owned small business concern. and will not participate in any action contrary to subpara- "Women-owned," as used in this provision, means a small graphs (a)(l) through (a)(3) above; or business that is at least 51 percent owned by a woman or (2) (i) Has been authorized, in writing, to act as agent for the women who are U.S. citizens and who also control and following principals in certifying that those principals operate the business. have not participated, and will not participate in any (c) I ]is, [ ]is not a minority enterprise which, pursuant to action contrary to subparagraphs (a)(l) through (a)(3) above (insert full name of person(s) in the bidder/offeror's Executive Order 11625, is defined as a business which is at organization responsible for determining the prices of- least 51 percent owned by one or more minority group
fered in this bid or proposal, and the title of his or her members or, in the case of a publicly owned business, at least 51 percent of its voting stock is owned by one or more position in the bidder/offeror's organization); minority group members, and whose management and daily (ii) As an authorized agent, does certify that the princi- operations are controlled by one or more such individuals. pals named in subdivision (b)(2)(i) above have not par- ticipated, and will not participate, in any action contrary to subparagraphs (a)(I) through (a)(3) above; and
form HUD-5969-C (8/93)
Provious edition Is obsolete page 1 of 2 ret. Handbook 7460.8 (iii) As an agent, has not personally participated, and will 6. Conflict of Interest not participate in any action contrary to subparagraphs In the absence of any actual or apparent conflict, the offeror, by (a)(l) through (a)(3) above. submission of a proposal, hereby warrants that to the best of its (c) If the bidder/offeror deletes or modifies subparagrapli (a)2 knowledge and belief, no actual or apparent conflict of interest above, the bidder/offeror must furnish with its bid/offer a exists with regard to my possible performance of this procure- signed statement setting forth in detail the circumstances of ment, as described in the clause in this solicitation titled "Orga- the disclosure: nizational Conflict of Interest."

4. Organizational Conflicts of Interest Certification 7. Offeror's Signature (a) The Contractor warrants that to the best of its knowledge and The offeror hereby certifies that the information contained in belief and except as otherwise disclosed, it does not have any these certifications and representations is accurate, complete, organizational conflict of interest which is defined as a and current. situation in which the nature of work under a proposed
• contract and a prospective contractor's organizational, fi- nancial, contractual or other interest are such that:
(i) Award of the contract may result in an unfair competi- tive advantage; Signature & Date:
(ii) The Contractor's objectivity in performing the con- tract work may be impaired; or
(iii) That the Contractor has disclosed all relevant infor- mation and requested the HA to make a determination
with respect to this Contract.

Typed or Printed Name:
(b) The Contractor agrees that if after award he or she discovers an organizational conflict of interest with respect to this contract, he or she shall make an immediate and full disclo- sure in writing to the HA which shall include a description of Title:
the action which the Contractor has taken or intends to eliminate or neutralize the conflict. The HA may, however, terininate the Contract for the convenience of HA if it would be in the best interest of HA.
(c) In the event the Contractor was aware of an organizational conflict of interest before the award of this Contract and intentionally did not disclose the conflict to the HA, the HA may terminate the Contract for default.
(d The Contractor shall require a disclosure or representation from subcontractors and consultants who may be in a position to influence the advice or assistance rendered to the HA and shall include any necessary provisions to eliminate or neutralize conflicts of interest in consultant agreements or subcontracts involving performance or work under this Contract,

5. Authorized Negotiators (RFPs only)
The offeror represents that the following persons are authorized to negotiate on its behalf with the PHA in connection with this request for proposals: (list names, titles, and telephone numbers of the authorized negotiators):
form HUD-5369-C (8/93)
Previous edition is obsolete page 2 of 2 ref. Handbook 7460.8 Certification Regarding U.S. Department of Housing
and Urban Development
Debarment and Suspension
Certification A: Certification Regarding Debarment, Suspension, and Other Responsibility Matters - Primary Covered Transactions

1. The prospective primary participant certifies to the best of its knowl- 4. The prospective primary participant shall provide immediate writ- edge and belief that its principals; ten notice to the department or agency to whom this proposal is a. Are not presently debarred, suspended, proposed for debarment, submitted if at any time the prospective primary participant learns that declared ineligible, or voluntarily excluded from covered transactions its certification was erroneous when submitted or has become errone- by any Federal debarment or agency; ous by reason of changed circumstances. b. Have not within a three-year period preceding this proposal, 5. The terms covered transaction, debarred, suspended, ineligible, been convicted of or had a civil judgment rendered against then for lower tier covered transaction, participant, person, primary coy- commission of fraud or a criminal offense in cormection with obtain- ered transaction, principal, proposal, and voluntarily excluded, as ing, attempting to obtain, or performing a public (Federal, State, or used in this clause, have the meanings set out in the Definitions and local) transaction or contract under a public transaction; violation of Coverage sections of the rules implementing Executive Order 12549.

Federal or State antitrust statutes or commission of embezzlement, theft, You may contact the department or agency to which this proposal is forgery, bribery, falsification, or destruction of records, making false being submitted for assistance in obtaining a copy of these regulations. statements, or receiving stolen property; 6. The prospective primary participant agrees by submitting this c. Are not presently indicted for or otherwise criminally or civilly proposal that, should the proposed covered transaction be entered into, charged by a governmental entity (Federal, State, or local) with it shall not knowingly enter into any lower tier covered transaction commission of any of the offenses enumerated in paragraph (1)(b) of with a person who is debarred, suspended, declared ineligible, or this certification; and voluntarily excluded from participation in this covered transaction, unless authorized by the department or agency entering into this d. Have not within a three-year period preceding this application/ transaction. proposal had one or more public transactions (Federal, State, or local) terminated for cause or default. 7. The prospective primary participant further agrees by submitting this proposal that it will include the clause titled "Certification

2. Where the prospective primary participant is unable to certify to Regarding Debarment, Suspension, Ineligibility and Voluntary Exclu- any of the statements in this certification, such prospective participant sion - Lower Tier Covered Transaction," provided by the department • shall attach an explanation to this proposal. or agency entering into this covered transaction, without modification, Instructions for Certification (A) in all lower fier covered transactions and in all solicitations for lower tier covered transactions.

1. By signing and submitting this proposal, the prospective primary participant is providing the certification set out below. 8. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it

2. The inability of a person to provide the certification required below is not debarred, suspended, ineligible, or voluntarily excluded from the will not necessarily result in denial of participation in this covered covered transaction, unless it knows that the certification is erroneous. transaction. The prospective participant shall submit an explanation A participant may decide the method and frequency by which it of why it cannot provide the certification set out below. The certifi- determines this eligibility of its principals. Each participant may, but cation or explanation will be considered in connection with the is not required to, check the Nonprocurement List. department or agency's determination whether to enter into this transaction. However, failure of the prospective primary participant to 9. Nothing contained in the foregoing shall be construed to require furnish a certification or an explanation shall disqualify such person establishment of a system of records in order to render in good faith the from participation in this transaction. certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally

3. The certification in this clause is a material representation of fact possessed by a prudent person in the ordinary course of business upon which reliance was place when the department or agency deter- dealings. mined to enter into this transaction. If it is later determined that the prospective primary participant knowingly rendered an erroneous 10. Except for transactions authorized under paragraph (6) of these certification, in addition to other remedies available to the Federal instructions, if a participant in a covered transaction knowingly enters Government, the department or agency may terminate this transaction into a lower tier covered transaction with a person who is suspended for cause of default. debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal Goverment, the department or agency may terminate this transaction for cause of default.

Certification B: Certification Regarding Debarment, Suspension, Ineli- gibility and Voluntary Exclusion - Lower Tier Covered Transactions

1. The prospective lower tier participant certifies, by submission of 5. The prospective lower tier participant agrees by submitting this this proposal, that neither it nor its principals is presently debarred, proposal that, should the proposed covered transaction be entered into, suspended, proposed for debarment, declared ineligible, or voluntarily it shall not knowingly enter into any lower tier covered transaction excluded from participation in this transaction by any Federal depart- with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, ment or agency.
unless authorized by the department or agency with which this trans-

2. Where the prospective lower tier participant is unable to certify to action originated. any of the statements in this certification, such prospective participant shall attach an explanation to this proposal. 6. The prospective lower tier participant further agrees by submitting this proposal that it will include this clause titled "Certification Instructions for Certification (B) Regarding Debarment, Suspension, Ineligibility and Voluntary Exclu- ..sion - Lower Tier Covered Transaction," without modification, in all

1. By signing and submitting this proposal, the prospective lower tier lower fier covered transactions and in all solicitations for lower tier participant is providing the certification set out below. covered transactions.

2. The certification in this clause is a material representation of fact • upon which reliance was placed when this transaction was entered into. 7. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it If it is later determined that the prospective lower tier participant knowingly rendered an erroneous certification, in addition to other is not debarred, suspended, incligible, or voluntarily excluded from the remedies available to the Federal Government, the department or covered transaction, unless it knows that the certification is erroneous. agency with which this transaction originated may pursue available A participant may decide the method and freguency by which it remedies, including suspension and/or debarment. determines the eligibility of its principals. Each participant may, but is not required to, check the Nonprocurement List.

3. The prospective lower tier participant shall provide immediate 8. Nothing contained in the foregoing shall be construed to require written notice to the person to which this proposal is submitted if at any time the prospective lower tier participant learns that its certification establishment of a system of records in order to render in good faith the was erroneous when submitted or has become erroneous by reason of certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally changed circumstances.
possessed by a prudent person in the ordinary course of business •

4. The terms covered transaction, debarred, suspended, ineligible, dealings. lower tier covered transaction, participant, person, primary cov- ered transaction, principal, proposal, and voluntarily excluded, as 9. Except for transactions authorized under paragraph (5) of these used in this clause, have the meanings set out in the Definitions and instructions, if a participant in a lower covered transaction knowingly . Coverage sections of rules implementing Executive Order 12549. You enters into a lower tier covered transaction with a person who is may contact the person to which this proposal is submitted for assis- suspended, debarred, incligible, or voluntarily excluded from partici- pation in this transaction, in addition to otber remedies available to the tance in obtaining a copy of these regulations.

Federal Government, the department or agency with which this trans- action originated may pursue available remedies including suspension and/or debarment.

Date
Applicant
Signature of Authorized Certifying Official Titie