RICHMOND HOUSING AUTHORITY
CONTRACT AMENDMENT
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: David Paul Rosen & Associates
Street Address: 3527 Mt. Diablo Blvd., #361
City, State, Zip Code: Lafayette, CA 94549
Contact Person: David Paul Rosen
Telephone: 510-451-2552 Email: [email protected]
Business License No: 40058084 / Expiration Date: 12/31/2023
A California [ ] corporation, [ ] limited liability corporation [ ] general partnership, [ ] limited partnership, [ ] individual, [ ] non-profit corporation, [ ] individual dba as [specify:]
[ X ] other [specify:] Sole Proprietor
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 with the effective date of December 18, 2018. 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.
4. 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.
Department: Richmond Housing Authority Project Manager: Nannette Beacham Project Manager E-mail: [email protected] Project Manager Phone No. (510) 621-1300 P.R. Contract/P.O. No. 4581
Description of Services: Development Advisory and Financial Services for RHA Amendment No 3 modifies the:
X Term and Payment Limit Payment Limit Term X Service Plan Contract Amendment between the Housing
Authority of the City of Richmond and
David Paul Rosen & Associates
Amendment No. 3 Contract No. 4581
c:\Authority contract amendment form\EJ (6/17/2015)
5. 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:
THE HOUSING AUTHORITY FOR THE
CITY OF RICHMOND, CALIFORNIA
By ______________________________
Title: _Executive Director_____________
List of Attachments:
1. Amendment Provisions
2. Payment Limit
3. Service Plan
CONTRACTOR:
______________________________
(*The Corporation Chairperson of the Board, President or Vice-President should sign on the line below.)
By____________________________
Title:________________________
(*The Corporation Chief Financial Officer, Secretary or Assistant Secretary should sign on the line below.)
By:___________________________
Title:________________________
(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)
Contract Amendment between the Housing
Authority of the City of Richmond and
David Paul Rosen & Associates
Amendment No. 3 Contract No. 4581
c:\Authority contract amendment form\EJ (6/17/2015)
AMENDMENT PROVISIONS (PAYMENT LIMIT)
1. Paragraph 3 (Payment Limit) of the Original Contract is hereby amended to increase the payment limit by $ 366,000. 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 $ 1,003,740.
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.
Contract Amendment between the Housing
Authority of the City of Richmond and
David Paul Rosen & Associates
Amendment No. 3 Contract No. 4581
c:\Authority contract amendment form\EJ (6/17/2015)
AMENDMENT PROVISIONS (SERVICE PLAN)
(CONTRACTOR’S OBLIGATION’S)
The Service Plan (Exhibit A) of the Original Contract is hereby amended to include the following task and/or services:
See attached Project Work Tasks Hours and Cost Estimates “DRA Richmond Tasks, Hours and Cost Estimates January 1, 2023 Through FY 2024” attached hereto and included herein.
SPECIAL CONDITIONS
1. Contractor shall provide the services set forth in the document entitled “DRA Richmond Tasks, Hours and Cost Estimates January 1, 2023 Through FY 2024” and which are attached hereto and incorporated herein by this reference.
2. 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 Section I" (HUD-5370-C), "Certifications and Representations of Offerors" (HUD-5369-C), "Certification Regarding Debarment and Suspension" (HUD- 2992), and "Equal Employment Opportunity Certification" (HUD-92010) which is 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 document, the terms and conditions set forth in the attached document shall take precedence and shall prevail.
3. 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".
DRA Richmond Tasks, Hours and Cost Estimates January 1, 2023 Through FY 2024 Requested Budget Extension
FY 2023 FY 2024
January 1, 2023
thru June 30,
2023
July 1, 2023 thru
June 30, 2024
DRA Hours by Project and Task
Hacienda
Review tax credit 1099/close-out/other items 24 0
Hacienda extra parcel: review of proposals 24 0
Subtotal 48 0
Subtotal Project Cost $18,960 $0
Richmond Village I and II RAD Appliction and Resyndication Weekly team calls 12 24
Review appraisers and appraisal 0 14
Review PCNA 0 6
Review pro forma and financing plan for RAD application40 20 Review legal documents for resyndication 0 24
Review tax credit application/pro formas for resyndication 0 24 Review debt and equity RFPs/bids 0 24
Review bond, lender & investor documents for resynd. 0 50 Subtotal 52 186
Subtotal Project Cost $20,540 $73,470
Nevin Road
Rehabilitation of Existing Building
Review tax credit 1099/close-out/other items 24
New Construction
Team calls, etc. 0 16
Review pro formas and funding applications 0 40
Review debt and equity RFPs/bids 0 50
Review bond, lender and investor documents/closing 0 100 Review ground lease 0 20
Review tax credit 1099/close-out/other items 0 24
Subtotal 0 274
Subtotal Project Cost $0 $108,230
Nystrom
Team calls, etc. 8 16
Review/negotiate MDA 30 0
Review/negotiate ground lease 20 0
Block A: Review pro formas/funding applications 20 40
Block A: Review debt and equity RFPs/bids 0 50
Block A: Review bond, lender and investor documents 0 50 Block B: Review pro formas/funding applications 20 0
Block B: Review debt and equity RFPs/bids 0 0
Block B: Review bond, lender and investor documents 0 0 Blocks C & D: Review homeownership pro formas 20 40
Blocks C & D: Review homeownership second mortgage docs0 50 Subtotal 110 230
Subtotal Project Cost $43,450 $90,850
Total DRA Hours 210 690
Labor Expense $82,950 $272,550
Administration and Reimbursable Expenses $3,500 $7,000
Total Contract Estimate $86,450 $279,550
Jan-June 2023 and FY 2024 Budget Extension Request $366,000 General Conditions for Non-Construction U.S. Department of Housing and Urban Contracts
Development
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, Washi ngton, 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 Sections must be inserted into non-construction contracts as described below:
proposal submitted before final payment of the contract. (d) Failure to agree to any adjustment shall be a dispute under clause Disputes, herein. However, nothing in this clause shall excuse the Contractor from proceeding with the
1) Non-construction contracts (without maintenance) contract as changed. greater than $100,000 - use Section I; (e) No services for which an additional cost or fee will be 2) Maintenance contracts (including nonroutine charged by the Contractor shall be furnished without the prior written consent of the HA. maintenance as defined at 24 CFR 968.105) greater than $2,000 but not more than $100,000 - use Section II; and 3) Maintenance contracts (including nonroutine 3. Termination for Convenience and Default maintenance), greater than $100,000 – use Sections I
and II. (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 Contractor to fulfill the contract obligations (default). The HA shall terminate by delivering to the Contractor a written Notice of Termination specifying the nature, extent, and effective date of the termination. Upon receipt of the notice, the Contractor shall: (i) immediately discontinue all services affected (unless the notice directs otherwise); and (ii) deliver to the HA all information, reports, papers, and other materials accumulated or generated in performing
Section I - Clauses for All Non- Construction Contracts greate r
than $100,000
1. Definitions
The following definitions are applicable to this contract:
(a) "Authority or Housing Authority (HA)" means the
Housing Authority. this contract, whether completed or in process. (b) "Contract" means the contract entered into between the (b) If the termination is for the convenience of the HA, the HA shall be liable only for payment for services rendered Authority and the Contractor. It includes the contract form, the Certifications and Representations, these contract
clauses, and the scope of work. It includes all formal
changes to any of those documents by addendum, Change
before the effective date of the termination.
(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 (i) require the Contractor to deliver to it, in the manner (c) "Contractor" means the person or other entity entering into 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)(ii) above, and compensation be determined in accordance with the Changes clause,
paragraph 2, above; (ii) take over the work and prosecute the same to completion by contract or otherwise, and the Contractor shall be liable for any additional cost incurred by the HA; (iii) withhold any payments to the Contractor, for the purpose of off-set or partial payment, as the case may
(d) "Day" means calendar days, unless otherwise stated. (e) "HUD" means the Secretary of Housing and Urban
development, his delegates, successors, and assigns, and the officers and employees of the United States
Department of Housing and Urban Development acting fo
r
and on behalf of the Secretary. be, of amounts owed to the HA by the Contractor.
2. Changes (d) If, after termination for failure to fulfill contract obligations (a) The HA may at any time, by written order, and without (default), it is determined that the Contractor had not failed, the termination shall be deemed to have been effected for the convenience of the HA, and the Contractor shall been titled to payment as described in paragraph (b) above. notice to the sureties, if any, make changes within the general scope of this contract in the services to be
performed or supplies to be delivered. (e) Any disputes with regard to this clause are expressly 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 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 shall make an equitable adjustment in the not-to-exceed amount, the hourly rate, the delivery schedule, or other
4. Examination and Retention of Contractor's Records
(a) The HA, HUD, or Comptroller General of the United States, affected terms, and shall modify the contract accordingly. or any of their duly authorized representatives shall, until 3 years after final payment under this contract, have access to and the right to examine any of the Contractor's directly pertinent books, documents, papers, or other records
involving transactions related to this contract for the purpose of making audit, examination, excerpts, and
transcriptions.
(c) The Contractor must assert its right to an equitable adjustment under this clause within 30 days from the date of receipt of the written order. However, if the HA decides that the facts justify it, the HA may receive and act upon a Section I - Page 1 of 6 form HUD-5370-C (01/2014)
(b) The Contractor agrees to include in first-tier subcontracts under this contract a clause substantially the same as
paragraph (a) above. "Subcontract," as used in this clause, A breach of these Contract clauses may be grounds for
termination of the Contract and for debarment or denial of participation in HUD programs as a Contractor and a
subcontractor as provided in 24 CFR Part 24.
excludes purchase orders not exceeding $10,000.
(c) The periods of access and examination in paragraphs (a) and (b) above for records relating to:
(i) appeals under the clause titled Disputes;
(ii) litigation or settlement of claims arising from the
9. Assignment of Contract
performance of this contract; or, The Contractor shall not assign or transfer any interest in this contract; except that claims for monies due or to become due from the HA under the contract may be assigned to a bank, trust company, or other financial institution. If the Contractor is a partnership, this contract sha ll inure to the benefit of the surviving or remaining member(s) of such partnership approved by the HA.
(iii) costs and expenses of this contract to which the HA, HUD, or Comptroller General or any of their duly
authorized representatives has taken exception shall
continue until disposition of such appeals, litigation, claims, or exceptions.
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 information, materials and documents discovered or produced by Contractor pursuant to the terms of this Contract, including but not limited to reports, memoranda or letters concerning the research and reporting tasks of this Contract.
Prior to final payment under this contract, or prior to settlement upon termination of this contract, and as a condition precedent thereto, the Contractor shall execute and deliver to the HA a certificate and release, in a form acceptable to the HA, of all claims against the HA by the Contractor under and by virtue of this contract, other than such claims, if any, as may be specifically excepted by the Contractor in stated amounts set forth therein.
6. Energy Efficiency
The contractor shall comply with all mandatory standards and policies relating to energy efficiency which are contained in the energy conservation plan issued in compliance with the Energy Policy and Conservation Act (Pub.L. 94-163) for the State in which the work under this contract is performed.
11. Organizational Conflicts of Interest
(a) The Contractor warrants that to the best of its knowledge
7. Disputes
and belief and except as otherwise disclosed, it does not have any organizational conflict of interest which is defined as a situation in which the nature of work under this
contract and a contractor's organizational, financial,
contractual or other interests are such that: (a) All disputes arising under or relating to this contract, except for disputes arising under clauses contained in Section III, Labor Standards Provisions, including any claims for
damages for the alleged breach there of which are not
disposed of by agreement, shall be resolved under this
(i) Award of the contract may result in an unfair
competitive advantage; or
(ii) The Contractor's objectivity in performing the contract clause.
work may be impaired.
(b) The Contractor agrees that if after award it discovers an organizational conflict of interest with respect to this contract or any task/delivery order under the contract, he or she shall make an immediate and full disclosure in writing to the Contracting Officer which shall include a description of the action which the Contractor has taken or intends to take to eliminate or neutralize the conflict. The HA may, however, terminate the contract or task/delivery order for the
convenience of the HA if it would be in the best interest (b) All claims by the Contractor shall be made in writing and submitted to the HA. A claim by the HA against the
Contractor shall be subject to a written decision by the HA. (c) The HA shall, with reasonable promptness, but in no event in no more than 60 days, render a decision concerning any claim hereunder. Unless the Contractor, within 30 days after receipt of the HA's decision, shall notify the HA in writing that it takes exception to such decision, the decision
shall be final and conclusive. of the HA.
(d) Provided the Contractor has (i) given the notice within the (c) In the event t he Contractor was aware of an organizational conflict of interest before the award of this contract and intentionally did not disclose the conflict to the Contracting time stated in paragraph (c) above, and (ii) excepted its claim relating to such decision from the final release, and (iii) brought suit against the HA not later than one year after receipt of final payment, or if final payment has not been made, not later than one year after the Contractor has had a reasonable time to respond to a written request by the HA that it submit a final voucher and release, whichever is earlier, then the HA's decision shall not be final or
conclusive, but the dispute shall be determined on the
Officer, the HA may terminate the contract for default. (d) The terms of this clause shall be included in all
subcontracts and consulting agreements wherein the work to be performed is similar to the service provided by the prime Contractor. The Contractor shall include in such
subcontracts and consulting agreements any necessary
provisions to eliminate or neutralize conflicts of interest. merits by a court of competent jurisdiction.
(e) The Contractor shall proceed diligently with performance of this contract, pending final resolution of any request for relief, claim, appeal, or action arising under the contract, and comply with any decision of the HA.
12. Inspection and Acceptance
(a) The HA has the right to review, require correction, if necessary, and accept the work products produced by the Contractor. Such review(s) shall be carried out within 30 days so as to not impede the work of the Contractor. Any 8. Contract Termination; Debarment Section I - Page 2 of 6 form HUD-5370-C (01/2014)
product of work shall be deemed accepted as submitted if the HA does not issue written comments and/or required
corrections within 30 days from the date of receipt of such "Local government" means a unit of government in a State and, if chartered, established, or otherwise recognized by a State for the performance of a governmental duty, including a local public authority, a special district, an intrastate district, a council of governments, a sponsor group representative
organization, and any other instrumentality of a local
product from the Contractor.
(b) The Contractor shall make any required corrections
promptly at no additional charge and return a revised cop y
of the product to the HA within 7 days of notification or a government. 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
default. If the Contractor's submission of corrected work remains unacceptable, the HA may terminate this contract (or the task order involved) or reduce the contract price or cost to reflect the reduced value of services received. (i) An individual who is appointed to a position in the Government under title 5, U.S.C., including a position
under a temporary appointment;
(ii) A member of the uniformed services as defined in
section 202, title 18, U.S.C.;
(iii) A special Government employee as defined in section
13. Interest of Members of Congress 202, title 18, U.S.C.; and, No member of or delegate to the Congress of the United States of America or Resident Commissioner shall be admitted to any share or part of this contract or to any benefit to arise there from, but this provision shall not be construed to extend to this contract if made with a corporation for its general benefit. (iv) An individual who is a member of a Federal advisory committee, as defined by the Federal Advisory
Committee Act, title 5, appendix 2.
“Person" means an individual, corporation, company,
association, authority, firm, partnership, society, State, and local government, regardless of whether such entity is operated for profit or not for profit. This term excludes an Indian tribe, tribal organization, or other Indian organization with respect to 14. Interest of Members, Officers, or Employees and Former Members, Officers, or Employees expenditures specifically permitted by other Federal law.
No member, officer, or employee of the HA, no member of the governing body of the locality in which the project is situated, no member of the governing body in which the HA was activated, and no other pubic official of such locality or localities who exercises any functions or responsibilities with respect to the "Recipient" includes all contractors, subcontractors at any tier, and subgrantees at any tier of the recipient of funds received in connection with a Federal contract, grant, loan, or cooperative agreement. The term excludes an Indian tribe, tribal organization, or any other Indian organization with respect to
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 employee of a person requesting or receiving a Federal
contract, grant, loan, or cooperative agreement, an officer or employee who is employed by such person for at least 130 working days within one year immediately preceding the date of the submission that initiates agency consideration of such person for receipt of such contract, grant, loan, or cooperative agreement. An officer or employee who is employed by such person for less than 130 working days within one year
immediately preceding the date of submission that initiates agency consideration of such person shall be considered to be regularly employed as soon as he or she is employed by such thereafter, have any interest, direct or indirect, in this contract o r
the proceeds thereof.
15. Limitation on Payments to Influence Certain Federal Transactions
(a) Definitions. As used in this clause:
"Agency", as defined in 5 U.S.C. 552(f), includes Federal executive departments and agencies as well as independen t regulatory commissions and Government corporations, as
defined in 31 U.S.C. 9101(1).
"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 Columbia, the Commonwealth of Puerto Rico, a territory or possession of the United States, an agency or instrumentality of a State, and a multi-State, regional, or interstate entity having governmental duties and powers.
(i) The awarding of any Federal contract;
(ii) The making of any Federal grant;
(iii) The making of any Federal loan;
(iv) The entering into of any cooperative agreement; and, (v) The extension, continuation, renewal, amendment, or (b) Prohibition. modification of any Federal contract, grant, loan, or (i) Section 1352 of title 31, U.S.C. provides in part that no cooperative agreement. appropriated funds may be expended by the recipient of a Federal contract, grant, loan, or cooperative
agreement to pay any person for influencing or
attempting to influence an officer or employee of any
agency, a Member of Congress, an officer or
employee of Congress, or an employee of a Member
of Congress in connection with any of the following
covered Federal actions: the awarding of any Federal
contract, the making of any Federal grant, the making
of any Federal loan, the entering into of any
Covered Federal action does not include receiving from an agency a commitment providing for the United States to insure or guarantee a loan.
"Indian tribe" and "tribal organization" have the meaning provided in section 4 of the Indian Self-Determination and Education Assistance Act (25 U.S.C. 450B). Alaskan Natives are included under the definitions of Indian tribes in that Act. "Influencing or attempting to influence" means making, with the intent to influence, any communication to or appearance before an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any covered
Federal action.
cooperative agreement, and the extension,
continuation, renewal, amendment, or modification o
f
any Federal contract, grant, loan, or cooperative
agreement.
(ii) The prohibition does not apply as follows:
Section I - Page 3 of 6 form HUD-5370-C (01/2014)
(1) Agency and legislative liaison by Own person requesting or receiving a covered Federal action or an extension,
continuation, renewal, amendment, or
modification of a covered Federal action
if the payment is for professional or
technical services rendered directly in
the preparation, submission, or
negotiation of any bid, proposal, or
application for that Federal action or for
meeting requirements imposed by or
pursuant to law as a condition for
receiving that Federal action. Persons
other than officers or employees of a
person requesting or receiving a
covered Federal action include
Employees.
(a) The prohibition on the use of appropriated
funds, in paragraph (i) of this section, does not
apply in the case of a payment of reasonable
compensation made to an officer or employee of
a person requesting or receiving a Federal
contract, grant, loan, or cooperative agreement, if
the payment is for agency and legislative
activities not directly related to a covered Federal
action.
(b) For purposes of paragraph (b)(i)(1)(a) of
this clause, providing any information specifically
requested by an agency or Congress is permitted
at any time.
(c) The following agency and legislative liaison
activities are permitted at any time only where
they are not related to a specific solicitation for
consultants and trade associations.
(b) For purposes of subdivision (b)(ii)(2)(a) of
any covered Federal action:
clause, "professional and technical services"
shall be limited to advice and analysis
directly applying any professional or (1) Discussing with an agency (including individual demonstrations) the qualities and
characteristics of the person's products or
services, conditions or terms of sale, and service
technical discipline.
(c) Requirements imposed by or pursuant to law
capabilities; and,
as a condition for receiving a covered
Federal award include those required by law
or regulation, or reasonably expected to be
required by law or regulation, and any other
requirements in the actual award
(2) Technical discussions and other
activities regarding the application or adaptation
of the person's products or services for an
agency's use. documents.
(d) The following agency and legislative liaison
activities are permitted where they are prior to
(d) Only those services expressly authorized by
subdivisions (b)(ii)(2)(a)(i) and (ii) of this
formal solicitation of any covered Federal action: section are permitted under this clause. (1) Providing any information not
specifically requested but necessary for an
agency to make an informed decision about
(iii) Selling activities by independent sales
representatives.
(c) The prohibition on the use of appropriated funds, in initiation of a covered Federal action; subparagraph (b)(i) of this clause, does not apply to the following selling activities before an agency by independent sales representatives, provided such activities are prior to formal solicitation by an agency and are specifically limited (2) Technical discussions regarding the
preparation of an unsolicited proposal prior to its
official submission; and
(3) Capability presentations by persons
seeking awards from an agency pursuant to the
provisions of the Small Business Act, as
amended by Public Law 95-507 and other
to the merits of the matter:
(i) Discussing with an agency (including individual
demonstration) the qualities and characteristics of the person's products or services, conditions or terms of
subsequent amendments. sale, and service capabilities; and (e) Only those activities expressly authorized
by subdivision (b)(ii)(1)(a) of this clause are
(ii) Technical discussions and other activities regarding 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 agreement, or loan resulting from this solicitation, the person submitting the offer agrees not to make any
(a) The prohibition on the use of appropriated
funds, in subparagraph (b)(i) of this clause,
does not apply in the case of- payment prohibited by this clause. (i) A payment of reasonable compensatio
n
made to an officer or employee of a
person requesting or receiving a
covered Federal action or an extension,
continuation, renewal, amendment, or
modification of a covered Federal
action, if payment is for professional or
technical services rendered directly in
the preparation, submission, or
negotiation of any bid, proposal, or
application for that Federal action or for
meeting requirements imposed by or
pursuant to law as a condition for
(e) Penalties. Any person who makes an expenditure
prohibited under paragraph (b) of this clause shall be
subject to civil penalties as provided for by 31 U.S.C. 1352.
An imposition of a civil penalty does not prevent the
Government from seeking any other remedy that may be
applicable.
(f) Cost Allowability. Nothing in this clause is to be interpreted receiving that Federal action.
to make allowable or reasonable any costs which would be unallowable or unreasonable in accordance with Part 31 of the Federal Acquisition Regulation (FAR), or OMB
Circulars dealing with cost allowability for recipients of assistance agreements. Conversely, costs made
specifically unallowable by the requirements in this clause will not be made allowable under any of the provisions of FAR Part 31 or the relevant OMB Circulars. (ii) Any reasonable payment to a person, other than an officer or employee of a
Section I - Page 4 of 6 form HUD-5370-C (01/2014)
16. Equal Employment Opportunity Contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction, the Contractor may request the United States to enter into the litigation to protect the interests of the United States.
During the performance of this contract, the Contractor agrees as follows:
(a) The Contractor shall not discriminate against any employee 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 during employment without regard to their race, color,
religion, sex, or national origin. Such action shall include, but not be limited to (1) employment; (2) upgrading; (3) demotion; (4) transfer; (5) recruitment or recruitment
advertising; (6) layoff or termination; (7) rates of pay or other forms of compensation; and (8) selection for training, No information or material shall be disseminated or disclosed to the general public, the news media, or any person or
organization without prior express written approval by the HA.
18. Contractor's Status
including apprenticeship.
It is understood that the Contractor is an independent contractor and is not to be considered an employee of the HA, or assume any right, privilege or duties of an employee, and shall save harmless the HA and its employees from claims suits, actions and costs of every description resulting from the Contractor's activities on behalf of the HA in connection with this Agreement. (c) The Contractor shall post in conspicuous places available to employees and applicants for employment the notices to be provided by the Contracting Officer that explain this clause.
(d) The Contractor shall, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex,
19. Other Contractors
or national origin.
HA may undertake or award other contracts for additional work at or near the site(s) of the work under this contract. The contractor shall fully cooperate with the other contractors and with HA and HUD employees and shall carefully adapt
scheduling and performing the work under this contract to accommodate the additional work, heeding any direction that may be provided by the Contracting Officer. The contractor shall not commit or permit any act that will interfere with the performance of work by any other contractor or HA employee. (e) The Contractor shall send, to each labor union or
representative of workers with which it has a collective bargaining agreement or other contract or understanding, the notice to be provided by the Contracting Officer
advising the labor union or workers' representative of the Contractor's commitments under this clause, and post
copies of the notice in conspicuous places available to employees and applicants for employment.
(f) The Contractor shall comp ly 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 property. This prohibition shall apply to all subcontractors.(g) The Contractor shall furnish all information and reports required by Executive Order 11246, as amended and by
rules, regulations, and orders of the Secretary of Labor, or pursuant thereto. The Contractor shall permit access to its books, records, and accounts by the Secretary of Labor for purposes of investigation to ascertain compliance with such
21. Training and Employment Opportunities for Residents in the Project Area (Section 3, HUD Act of 1968; 24 CFR 135) (a) The work to be performed under this contract is subject to the rules, regulations, and orders. requirements of section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 1701u (section 3). The purpose of section 3 is to ensure that employment and other economic opportunities generated by HUD assistance or HUD- assisted projects covered by section 3, shall, to the greatest extent feasible, be directed to low- and very low-income persons, particularly persons who are recipients of
(h) In the event of a determinati on that the Contractor is not in compliance with this clause or any rule, regulation, or order of the Secretary of Labor, this contract may be canceled, terminated, or suspended in whole or in part, and the
Contractor may be declared ineligible for further
Government contracts, or federally assisted construction contracts under the procedures authorized in Executive
Order 11246, as amended. In addition, sanctions may be
imposed and remedies invoked against the Contractor as
provided in Executive Order 11246, as amended, the rules, regulations, and orders of the Secretary of Labor, or as HUD assistance for housing.
(b) The parties to this contract agree to comply with HUD's otherwise provided by law.
regulations in 24 CFR Part 135, which implement section 3. As evidenced by their execution of this contract, the parties to this contract certify that they are under no contractual or other impediment that would prevent them from complying with the (i) The Contractor shall include the terms and conditions o f Part 135 regulations.
this clause in every subcontract or purchase order unless exempted by the rules, regulations, or orders of the
Secretary of Labor issued under Executive Order 11246,
as amended, so that these terms and conditions will be
binding upon each subcontractor or vendor. The
Contractor shall take such action with respect to any
subcontractor or purchase order as the Secretary of
Housing and Urban Development or the Secretary of Labor may direct as a means of enforcing such provisions,
including sanctions for noncompliance; provided that if the (c) The contractor agrees to send to each labor organization or representative of workers with which the contractor has a collective bargaining agreement or other understanding, if any, a notice advising the labor organization or workers' representative of the contractor's commitments under this section 3 clause, and will post copies of the notice in conspicuous places at the work site where both employees and applicants for training and employment positions can see the notice. The notice shall describe the section 3 preference, shall set forth minimum 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 CFR Part 135, and agrees to take 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 subcontract with any subcontractor where the contractor has notice or knowledge that the subcontractor has been found in 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 materials
practicable, consistent with maintaining a satisfactory level of competition. The Contractor shall procure items designated in the EPA guidelines that contain the highest percentage of
recovered materials practicable unless the Contractor
determines that such items: (1) are not reasonably available 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 this 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: (i) 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 State agency or agency of a political subdivision of a State; and (ii) purchased a total of in excess of $10,000 of the item both under and outside that contract.
Section I - Page 6 of 6 form HUD-5370-C (01/2014)
Certification A: Certification Regarding Debarment, Suspension, and Other Responsibility Matters - Pri mary Covered Transactions
1. The prospective primary participant certifies to the best of its knowl- edge and belief that its principals;
a. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal debarment or agency;
b. Have not within a three-year period preceding this proposal, been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtain- ing, attempting to obtain, or performing a public (Federal, State, or local) transaction or contract under a public transaction; violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification, or destruction of records, making false statements, or receiving stolen property;
c. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State, or local) with commission of any of the offenses enumerated in paragraph (1)(b) of this certification; and
d. Have not within a three-year period preceding this application/ proposal had one or more public transactions (Federal, State, or local) terminated for cause or default.
2. Where the prospective primary participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal.
Instructions for Certification (A)
1. By signing and submitting this proposal, the prospective primary participant is providing the certification set out below.
2. The inability of a person to provide the certification required below will not necessarily result in denial of participation in this covered transaction. The prospective participant shall submit an explanation of why it cannot provide the certification set out below. The certifi- cation or explanation will be considered in connection with the department or agency’s determination whether to enter into this transaction. However, failure of the prospective primary participant to furnish a certification or an explanation shall disqualify such person from participation in this transaction.
3. The certification in this clause is a material representation of fact upon which reliance was place when the department or agency deter- mined to enter into this transaction. If it is later determined that the prospective primary participant knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government, the department or agency may terminate this transaction for cause of default.
4. The prospective primary participant shall provide immediate writ- ten notice to the department or agency to whom this proposal is submitted if at any time the prospective primary participant learns that its certification was erroneous when submitted or has become errone- ous by reason of changed circumstances.
5. The terms covered transaction, debarred, suspended, ineligible, lower tier covered transaction, participant, person, primary cov- ered transaction, principal, proposal, and voluntarily excluded , as used in this clause, have the meanings set out in the Definitions and Coverage sections of the rules implementing Executive Order 12549.
You may contact the department or agency to which this proposal is being submitted for assistance in obtaining a copy of these regulations.
6. The prospective primary participant agrees by submitting this proposal that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the department or agency entering into this transaction.
7. The prospective primary participant further agrees by submitting this proposal that it will include the clause titled “Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclu- sion - Lower Tier Covered Transaction,” provided by the department or agency entering into this covered transaction, without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions.
8. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous.
A participant may decide the method and frequency by which it determines this eligibility of its principals. Each participant may, but is not required to, check the Nonprocurement List.
9. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings.
10. Except for transactions authorized under paragraph (6) of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal Government, the department or agency may terminate this transaction for cause of default.
Certification Regarding
Debarment and Suspension
U.S. Department of Housing
and Urban Development
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 this proposal, that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal depart- ment or agency.
2. Where the prospective lower tier participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal.
Instructions for Certification (B)
1. By signing and submitting this proposal, the prospective lower tier participant is providing the certification set out below.
2. The certification in this clause is a material representation of fact upon which reliance was placed when this transaction was entered into.
If it is later determined that the prospective lower tier participant knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government, the department or agency with which this transaction originated may pursue available remedies, including suspension and/or debarment.
3. The prospective lower tier participant shall provide immediate written notice to the person to which this proposal is submitted if at any time the prospective lower tier participant learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances.
4. The terms covered transaction, debarred, suspended, ineligible, lower tier covered transaction, participant, person, primary cov- ered transaction, principal, proposal, and voluntarily excluded , as used in this clause, have the meanings set out in the Definitions and Coverage sections of rules implementing Executive Order 12549. You may contact the person to which this proposal is submitted for assis- tance in obtaining a copy of these regulations.
5. The prospective lower tier participant agrees by submitting this proposal that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the department or agency with which this trans- action originated.
6. The prospective lower tier participant further agrees by submitting this proposal that it will include this clause titled “Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclu- sion - Lower Tier Covered Transaction,” without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions.
7. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous.
A participant may decide the method and frequency by which it determines the eligibility of its principals. Each participant may, but is not required to, check the Nonprocurement List.
8. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings.
9. Except for transactions authorized under paragraph (5) of these instructions, if a participant in a lower covered transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred, ineligible, or voluntarily excluded from partici- pation in this transaction, in addition to other remedies available to the Federal Government, the department or agency with which this trans- action originated may pursue available remedies including suspension and/or debarment.
Applicant Date
Signature of Authorized Certifying Official T itle
form HUD-92010 ( 3/2006 )
VA form 26-421
U.S. Department of Housing
and Urban Development
Office of Housing
OMB Control No.
2502-0029
Federal Housing Commissioner
(exp. 9/30/2016)
Equal Employment
Opportunity Certification
Excerpt From 41 CFR §60-1.4(b)
The applicant hereby agrees that it will incorporate or cause to be incorporated into any contract for construction work, or modifi- cation thereof, as defined in the regulations of the Secretary of Labor at 41 CFR Chapter 60, which is paid for in whole or in part with funds obtained from the Federal Government or borrowed on the credit of the Federal Government pursuant to a grant, contract, loan insurance, or guarantee, or undertaken pursuant to any Federal program involving such grant, contract, loan, insur- ance, or guarantee, the following equal opportunity clause:
During the performance of this contract, the contractor agrees as follows:
(1) The contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The contractor will take affirmative action to ensure that applicants are employed, and that em- ployees are treated during employment without regard to their race, color, religion, sex, or national origin, such action shall include, but not be limited to the following: Employ- ment, upgrading, demotion, or transfer; recruitment or re- cruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause.
(2) The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive considerations for em- ployment without regard to race, color, religion, sex, or national origin.
(3) The contractor will send to each labor union or representative of workers with which it has a collective bargaining agree- ment or other contract or understanding, a notice to be provided advising the said labor union or workers' represen- tatives of the contractor's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment.
(4) The contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regu- lations and relevant orders of the Secretary of Labor.
(5) The contractor will furnish all information and reports re- quired by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to its books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compli- ance with such rules, regulations, and orders.
(6) In the event of the contractor's noncompliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, this contract may be can- celed, terminated, or suspended in whole or in part and the contractor may be declared ineligible for further Govern- ment contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. (7) The contractor will include the portion of the sentence imme- diately preceding paragraph (1) and the provisions of para- graphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Sec- retary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The
contractor will take such action with respect to any subcon- tract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance:
Provided, however,
That in
the event a contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency the contractor may request the United States to enter into such litigation to protect the interests of the United States.
The applicant further agrees that it will be bound by the above equal opportunity clause with respect to its own employment practices when it participates in federally assisted construction work:
Provided
, That if the applicant so participating is a State or local government, the above equal opportunity clause is not applicable to any agency, instrumentality or subdivision of such government which does not participate in work on or under the contract.
The applicant agrees that it will assist and cooperate actively with the administering agency and the Secretary of Labor in obtaining the compliance of contractors and subcontractors with the equal opportunity clause and the rules, regulations, and relevant orders of the Secretary of Labor, that it will furnish the administering agency and the Secretary of Labor such information as they may require for the supervision of such compliance, and that it will otherwise assist the administering agency in the discharge of the agency's primary responsibility for securing compliance.
The applicant further agrees that it will refrain from entering into any contract or contract modification subject to Executive Order 11246 of September 24, 1965, with a contractor debarred from, or who has not demonstrated eligibility for, Government contracts and Federally-assisted construction contracts pursuant to the Executive order and will carry out such sanctions and penalties for violation of the equal opportunity clause as may be imposed Firm Name and Address By
Title
Department of Veterans Affairs
form HUD-92010 (3/06)
VA form 26-421
upon contractors and subcontractors by the administering agency or the Secretary of Labor pursuant to Part II, Subpart D of the Executive order. In addition, the applicant agrees that if it fails or refuses to comply with these undertakings, the administering agency may take any or all of the following actions: Cancel, terminate, or suspend in whole or in part this grant (contract, loan, insurance, guarantee); refrain from extending any further assis- tance to the applicant under the program with respect to which the failure or refund occurred until satisfactory assurance of future compliance has been received from such applicant; and refer the case to the Department of Justice for appropriate legal proceedings.
Excerpt from HUD Regulations
200.410Definition of term “applicant”.
(a) In multifamily housing transactions where controls over the mortgagor are exercised by the Commissioner either through the ownership of corporate stock or under the provisions of a regulatory agreement, the term “applicant” as used in this subpart shall mean the mortgagor.
(b) In transactions other than those specified in paragraph(a) of this section, the term “applicant” as used in this subpart shall mean the builder, dealer or contractor performing the con- struction, repair or rehabilitation work for the mortgagor or other borrower.
200.420Equal Opportunity Clause to be included in contracts and subcontracts.
(a) The following equal opportunity clause shall be included in each contract and subcontract which is not exempt:
During the performance of this contract, the contractor agrees as follows:
(1) The contractor will not discriminate against any em- ployee or applicant for employment because of race, creed, color, or national origin. The contractor will take affirmative action to ensured that applicants are employed, and that employees are treated during employment without regard to their race, creed, color, or national origin. Such action shall include, but not be limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including ap- prenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employ- ment, notices to be provided setting forth the provisions of the nondiscrimination clause.
(2)The contractor will in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard race, creed, color, or national origin.
(3) The contractor will send to each labor union or repre- sentative of workers with which he has a collective bargain- ing agreement or other contract or understanding, a notice, to be provided, advising the said labor union or workers’ repre- sentative of the contractor’s commitments under this section, and shall post copies of the notices in conspicuous places available to employees and applicants for employment.
(4) The contractor will comply with all provisions of Ex- ecutive Order 10925 of March 6 1961, as amended, and of the regulations, and relevant orders of the President’s Commit- tee on Equal Employment Opportunity created thereby.
(5) The contractor will furnish all information and reports required by Executive Order 10925 of March 6, 1961, as
amended, and by the regulations, and orders of the said Committee , or pursuant thereto, and will permit access to his books, records, and accounts by HUD and the Committee for purposes of investigation to ascertain compliance with such regulations, and orders.
(6) In the event of the contractor’s non-compliance with the nondiscrimination clause of this contract or with any of the said regulations, or orders, this contract may be can- celled, terminated or suspended in whole or in part and the contractor may be declared ineligible for further Govern- ment contracts or Federally-assisted construction contracts in accordance with procedures authorized in Executive Order 10925 of March 6, 1961, as amende, and such other sanctions may be imposed and remedies invoke s provided in the said Executive Order or by regulations, or order of the President’s Committee on Equal Employment Opportunity, or as other- wise provided by law.
(7) The contractor will include the provisions of Para- graphs(1) through (7) in every subcontract or purchase order unless exempted by regulations, or orders of the President’s Committee on Equal Employment Opportunity issued pursu- ant to Section 303 of Executive Order 10925 of March 6, 1961, as amended, so that such provisions will be binding upon each subcontractor or vender. The contractor will take such action with respect to any subcontract or purchase orders as HUD may direct as a means of enforcing such
provisions, including sanctions for noncompliance: Provided, however, that in the event the contractor becomes involved in, or is threatened with, litigation with a subcontractor or vender as a result of such direction by HUD, the contractor may request the United States to enter into such litigation to protect the interests of the United States.
(b) Except in subcontracts for the performance of construction work at the site of construction, the clause is not required to be inserted in subcontracts below the second tier. Subcontracts may incorporate by referenced to the equal opportunity clause. 200.425Modification in and exemptions from the regulations in this subpart.
(a) The following transactions and contracts are exempt from the regulations in this subpart:
(1) Loans, mortgages, contracts and subcontracts not ex- ceeding $10,000.
(2) Contract and subcontracts not exceeding $100,000 for standard commercial supplies or raw material;
(3)Contracts and subcontracts under which work is to be or has been performed outside the United States and where no recruit- ment of workers within the United States in involved. To the extent that work pursuant to such contracts is done within the Untied States, the equal opportunity clause shall be applicable; (4) Contracts for the sale of Government property where no appreciable amount of work is involved; and
(5) Contracts and subcontracts for an indefinite quantity which are not to extend for ore than one year if the purchaser determines that the amounts to be ordered under any such contract or subcontract are not reasonably expected to exceed $100,000 in the case of contracts or subcontracts for standard commercial supplies and raw materials, or $10,000 in the case of all other contracts and subcontracts.
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements - Type 2:
Professional Services
Type 2 – Page 1 of 3
Revised: September 2011
In all instances where CONTRACTOR or its representatives will provide professional services (architects, engineers, construction management, counselors, medical professionals, hospitals, clinics, attorneys, consultants, accountants, etc.) to the City of Richmond (City), the City requires the following MINIMUM insurance requirements and limits.
CONTRACTOR shall procure and maintain for the duration of the contract, agreement, or other order for work, services or supplies, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the CONTRACTOR, its agents, representatives, employees or subcontractors. Maintenance of proper insurance coverage is a material element of the contract. Failure to maintain or renew coverage or to provide evidence of renewal may be treated by the City as a material breach of contract.
CONTRACTOR agrees that in the event of loss due to any of the perils for which it has agreed to provide Commercial General Liability insurance, CONTRACTOR shall look solely to its insurance for recovery.
CONTRACTOR hereby grants to CITY, on behalf of any insurer providing Commercial General Liability insurance to either CONTRACTOR or CITY with respect to the services of CONSULTANT herein, a waiver of any right to subrogation which any such insurer of said CONTRACTOR may acquire against the CITY by virtue of the payment of any loss under such insurance.
Original, signed certificates and original, separate policy endorsements, naming the City as an additional insured for general liability coverage, as well as a waiver of subrogation for Workers’ Compensation insurance, shall be received and approved by the City before any work may begin. However, failure to do so shall not operate as a waiver of these insurance requirements.
City reserves the right to modify or require additional coverages for specific risk exposures depending on scope of CONTRACTORS work.
Minimum coverage is detailed below. The policy limits of coverage shall be made available to the full limits of the policy. The minimum limits stated herein shall not serve to reduce the policy limits of coverage of CONTRACTOR.
Minimum Scope of Insurance – the following forms shall be provided and coverage shall be at least as broad as the following:
1. Insurance Services Office Commercial General Liability coverage (ISO Occurrence Form CG 0001), and including coverage for bodily and personal injury, property damage, and products and completed operations (if applicable).
2. Insurance Services Office Automobile Liability coverage (ISO Form CA 0001, Code 1, Any Auto).
3. Original and Separate Additional Insured Endorsement for General Liability (ISO Form CG 20 10 11/85 or its equivalent) with primary and non-contributory language.
4. Workers’ Compensation Insurance as required by the State of California including Employer’s Liability coverage.
5. Original and Separate Waiver of Subrogation for Workers’ Compensation insurance.
6. Professional Liability or Errors & Omissions Liability Insurance appropriate to the CONTRACTOR’s profession (if required.)
Required Coverage Minimum Limits
Workers’ Compensation and
Employers’ Liability
Statutory limits as required by the State of California including $1 million Employers’ Liability per accident, per employee for bodily injury or disease.
If CONTRACTOR
is self-insured, provide a certificate of Permission to Self- Insure, signed by the California Department of Industrial Relations and Self- Insurance. If contractor is a sole proprietor (has no employees) than contractor must sign “Contractor Release of Liability” found at:
http://www.ci.richmond.ca.us/index.aspx?nid=61.
General Liability
(primary and excess limits
combined)
$2,000,000 per occurrence for bodily injury, personal injury and property damage. If the policy includes a general aggregate, either the general aggregate shall apply separately to this project, service or location or the minimum required aggregate limit shall be twice the per occurrence limit ($4 million aggregate limit).
Policy shall be endorsed to name the City of Richmond as an additional insured per the conditions detailed below.
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements - Type 2:
Professional Services
Type 2 – Page 2 of 3
Revised: September 2011
Automobile Liability $1,000,000 per occurrence for bodily injury and property damage.
PROJECT COST R EQUIRED LIMIT
$0 - $1 million $1 million p/o
$1 million - $5 million $2 million p/o
Over $5 million $5 million p/o
Professional Liability or Errors &
Omissions Liability –
Required for all professionals
including architects, engineers,
consultants, construction
management, counselors, medical
professionals, hospitals, clinics,
attorneys and accountants, & other
consultants as may be required by
the City.
Required Policy Conditions
Additional Insured Endorsement
Applicable to General Liability coverage.
The City of Richmond, its officers, officials, employees, agents and volunteers are to be named as additional insureds for all liability arising out of the operations by or on behalf of the named insured including bodily injury, deaths and property damage or destruction arising in any respect directly or indirectly in the performance of this contract.
ISO form CG 20 10 (11/85) or its equivalent is required. If the Contractor is supplying their product or providing a service then the endorsement must not
exclude products and completed operations
coverage. If it does, then CG 20 37 (10/01) is also required.
SAMPLE Endorsements can be found at
http://www.ci.richmond.ca.us/index.aspx?nid=61
.
Primary and Noncontributory The contractor’s insurance coverage must be primary coverage as it pertains to the City, its officers, officials, employees, agents and volunteers. Any insurance or self insurance maintained by the City is wholly separate from the insurance of the contractor and in no way relieves the contractor from its responsibility to provide insurance.
Waiver of Subrogation
Endorsement Form
Contractor’s insurer will provide a Waiver of Subrogation in favor of the City for Workers’ Compensation Insurance during the life of this contract.
SAMPLE Endorsements can be found at
http://www.ci.richmond.ca.us/index.aspx?nid=61.
Deductibles and Self-Insured
Retentions
Any deductible or self-insured retention must be declared to and approved by the City. At the option of the City either the insurer shall reduce or eliminate such deductibles or self-insured retention as respects the City or the CONTRACTOR shall procure a financial guarantee in an amount equal to the deductible or self-insured retention guaranteeing payment of losses and related investigations, claims administration and defense expenses.
Contractor is responsible for satisfaction of the deductible and/or self-insured retention for each loss.
A. M. Best Rating A:VII or Better. If the A.M. Best Rating falls below the required rating, CONTRACTOR must replace coverage immediately and provide notice to City.
Umbrella/Excess Liability Policies
If an Umbrella or Excess Liability Policy is used to meet the liability limits, coverage shall be as broad as specified for underlying coverage’s and cover those insured in the underlying policies.
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements - Type 2:
Professional Services
Type 2 – Page 3 of 3
Revised: September 2011
Claims-Made Policies
If any insurance policy is written on a claims-made form: 1) the retroactive date must be shown, and must be before the date of the contract or the beginning of contract work. 2) Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. 3) If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective date, the Contractor must purchase an extended period coverage for a minimum of five (5) years after completion of contract work.
Subcontractors
CONTRACTOR
shall include all subcontractors as insured under its policies or shall furnish to the City for review and approval, separate certificates and endorsements for each subcontractor. All coverage for subcontractors shall be subject to all of the requirements stated herein.
CONTRACTOR agrees to defend and indemnify the City of Richmond for any damage resulting to it from failure of either CONTRACTOR or any subcontractor to take out or maintain the required insurance policies.
The fact that
insurance is obtained by CONTRACTOR, and/or CONTRACTOR’s subcontractors, will not be deemed to release or diminish the liability of CONTRACTOR, including, without limitation, liability under the indemnity provisions of this contract. Damages recoverable by CITY from CONTRACTOR or any third party will not be limited by the amount of the required insurance coverage.
Verification of Coverage
All original certificates and endorsements shall be received and approved by the City before work may begin .
The City of Richmond reserves the right to require complete, certified copies of all required insurance policies including endorsements affecting the coverage at any time.
Original insurance certificates and required policy endorsements shall be mailed or delivered to the Designated Project Manager for the City of Richmond.
Insurance certificates and endorsements may be faxed to the Designated Project Manger. However, CONTRACTOR must mail the original certificates and endorsements to Designated Project Manager once faxed.
Continuous Coverage
CONTRACTOR shall maintain the required insurance for the life of the contract. Should the CONTRACTOR cease to have insurance as required during this time, all work by the CONTRACTOR pursuant to this agreement shall cease until insurance acceptable to the City is provided. In the event that CONTRACTOR fails to comply with the City’s insurance requirements, the City may take such action as it deems necessary to protect the City’s interests. Such action may include but is not limited to termination of the contract, withholding of payments, or other actions as the City deems appropriate.
If services or the scope of work extend beyond the expiration dates of the required insurance policies initially approved by the City, CONTRACTOR must provide updated certificates and endorsements indicating that the required coverage, terms and conditions are still in place. Renewal certificates and updated endorsements shall be mailed to the Designated Project Manager.
Cancellation
CONTRACTOR shall ensure that coverage shall not be cancelled, reduced or otherwise materially changed except after thirty (30) days’ prior written notice has been given to the City.
Reporting Requirements
Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees or volunteers.
Consistent with Public Policy
The insuring provisions, insofar as they may be judged to be against public policy shall be void and unenforceable only to the minimum extent necessary so that the remaining terms and provisions herein may be consistent with public policy and thus enforceable.