RICHMOND HOUSING AUTHORITY
PURCHASE OF SERVICES CONTRACT
Project Mgr: Gabino Arredondo 620-6512
Project Mgr Phone No:
Project Description: FINANCIAL AND DEVELOPMENT ADVISORY SERVICES FOR THE RHA 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:
David Paul Rosen & Associates
(NAME)
3527 Mt. Diablo Blvd., #361
(Street Address)
Lafayette, CA 94549
(City, State, Zip Code)
(Taxpayer ID No.) 94-298/032
(Vendor No.) 13759
(Richmond Business License No.) _ (Expiration Date)
In California Z corporation, partnership, private individual, nonprofit orporation, L religious institution, V sole proprietor, Mothe (Please check appropriate box) •
Term. The effective date of this Contract is 1/1/2019 and it terminates_12/31/2020 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.
General and Specia 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 berein.
Signatures. These signatures attest the parties' agreement hereto:
HOUSING AUTHORITY OF CONTRACTOR:
THE CITY OF RICHMOND
loCalle
By DAUIA LOSEN
Title Acting RHA Exec Dir. Title _PRINCIPAL
Date Signed 1/30/19 _Date Signed 1.30. 19
LIST OF ATTACHMENTS: (*The Corporation Chief Financial Officer, Secrotary or Asaistard Secratary abould sign balow.)
Service Plan N/A
By
Payment Provisions
Insurance Provisions
Title N/A
General Conditions
Special Conditions Date Signed_ N/ A
(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
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 TOTAL EXCESS CONTRACT AMOUNT DOES NOT EXCEED $10,000.00 OR WITHOUT WITHOUT THE PRIOR WRITTEN APPROVAL OF THE ADMINISTRATOR IF THE
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.
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: Gabino Arredondo
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, Gabino Arredondo 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 anc he insurance coverage must be kept current during the term of this Contrac for payments to continue to be authorized.
GENERAL CONDITIONS
1 Compliance with Law, CONTRACTOR shall be subject to and comply with all Federal, tate and local laws and regulations applicable with respect to its performance under thi ontract including but not limited to, licensing, employment and purchasing practices; an 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.
5. Termination.
5.1 Written Notice, This Contract may be terminated by either party, at their sole discretion, upon thirty-day (30) advance written notice thereof to the other, and may be canceled immediately by written mutual consent.
5.2 Failure to Perform.
5.2.1 The AUTHORITY upon written notice to CONTRACTOR, may immediately terminate this Contract should the CONTRACTOR fail to perform properly any of its obligations hereunder. In the event of such termination, the AUTHORITY may proceed with the work in any 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;
5.2.22 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
5,2.2.3 The CONTRACTOR has failed to sufficiently itemize or document its demands) 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.
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, subject to any required 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 administrative amendments may not materially change the Payment Provisions or Director subject to any required State or Federal approval, provided that such 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 procedurés (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 fulfill this Contract as prescribed; nor shall the AUTHORITY be thereby stopped from bringing any and conditions of this Contract action for damages or enforcement arising from any failure to comply with any of the terms
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 intended to and shall not be construed to create the
GENERAL CONDITIONS
relationship of agent, servant, employee, partnership, joint venture or association.
15. Conflicts of Interest, CONFRACTOR promises and attests that the CONTRACTOR and any members of its governing body shall avoid any actual or potential conflicts 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 occur.
16. Confidentiality.
16.1 CONTRACTOR agrees to comply with, and to require its employees, agents and artners to comply with, all applicable State or Federal statutes or regulations respecting confidentially, including but not limited to, the identity of persons served under this Contract, their records, or services provided them, and assures that:
16.1.1 All applications 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
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
GENERAL CONDITIONS
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 a i nia nature ent the stally oxeaciod by, arofessional fronsible fit services of a, and shall be responsible for the
professional quality, technical accuracy and coordination of the services it performs under this Contract. In addition to the other rights and remedies which AUTHORITY may have, CONTRACTOR shall, at its own expense, correct any
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 an 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 CONTRACTOR 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:
Gabino Arredondo
Richmond Housing Authority
330 24th St
Richmond CA 94804
30.5 CONTRACTOR hereby designates as its Authorized Representative the Project Manager whose name and address are as follows:
David Rosen, Principal
David Paul Rosen & Associates
3527 Mt. Diablo Blvd., #361
Lafayette, CA 94549
31. 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. Contractor shall provide the services set forth in the document entitled "Scope of Services", which is 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 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.
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".
SCOPE OF SERVICES
Specific tasks that are requested of DRA as part of this scope of work may include but not be limited to:
• Providing RHA with a range of financial advisory services for assessment of, and strategic, business and financial planning for RHA to manage its portfolio of public housing, Low Income Housing Tax Credit (LIHTC) housing and special needs housing, to assure its appropriate, reinvestment, rehabilitation and if appropriate its redevelopment.
• Analyzing project financial, economic and development feasibility, and compliance with the requirements and competitive criteria of leverage sources of funding, both public (HUD and other) and private sector, of developer proposals for financial assistance from RHA.
• Providing market real estate and demographic analysis for RHA as required for affordable housing and mixed income/mixed use development and/or financing supported by RHA.
• Establishing a master plan strategy for revitalization of RHA's public housing properties (Nevin Plaza, Nystrom, Richmond Village I, II and II, Hacienda, others) that may include rehabilitation or demolition and new development on some sites and disposition of others based on an assessment of market land values and disposition opportunities, site development and leveraged financing opportunities and constraints, carrying costs, community issues, and other relevant factors determined in conjunction with RHA staff.
Determining RHA's development role and RHA ownership entity (e.g., general partner, co-general partner, guarantor, lender and others) for each public housing redevelopment project, and its component parts based on the ongoing assessment of RHA's staff and financial capacity, and the City's interests. • Reviewing existing loan agreement or other documentation regarding the City of Richmond's investment into RHA's affordable housing assets. • Preparing a Five-Year Capital Plan to include financial strategies and funding gap estimates for projects anticipated over the next five years. The Capital Plan will serve as a rolling projection of income, expenses, net development revenues, City/RHA fund balances and time frames for revitalization of RHA public housing assets, and for development of other affordable housing projects as opportunities and financing allow.
• Prepare estimates of project gap financing requirements for, and proceeds from, the rehabilitation, redevelopment and/or sale of Nevin Plaza, Nystrom, Richmond Village (I, Il and/or Ill) option and Hacienda properties. • Coordinate with HUD, City, RHA, and other Technical Assistance providers on asset repositioning.
• Additional tasks as outlined in the Scope of Services for Calendar Years 2019 - 2020 dated November 29, 2018 attached hereto and incorporated herein by this reference.
REIMBURSEMENT SCHEDULE
Position Hourly Reimbursement Rate
Principal l $370
Principal lI $340
Senior Associate $320
Associate $285
Research Associate I $255
Research Associate II $250
Data Entry, Word Processing, Administrative Assistance $120 and Accounting
The following costs are reimbursable expenses with supporting receipts:
• Mileage at the equivalent of the then current federal mileage reimbursement rate; tolls
• Round-trip coach airfare, as mutually agreed by client and consultant Ground expenses: rental cars, parking, cabs and other
Meals and lodging
• Long-distance telephone charges, facsimile charges and expedited courier service • Copying and production charges
• Data service charges
• Supplies, as required for deliverables
DRA may increase its Professional Fees on January 1, 2021, and will notify its clients in writing of this change.
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, fricluding the time for reviewing instructions, searching exsting data sources, gathering and maintaining the data needed, and completing and reviswing 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 Projoct (2577-0157), Washington, D.C. 20603. Do not send this completed form to elther of these addressees.
Applicablilty. This form HUD-5370-C has 2 Sectlons. 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
1) Non-construction contracts (without maintenance) contract as changed. greater than $100,000 - use Section I; (e) No services för which an additional cost or fee will be " 2) Maintenance contracts (including nonroutine charged by the Contractor shall be furnished without the maintenance as defined at 24 CFR 988.105) greater than prior written consent of the HA. $2,000 but not more than $100,000 - use Section Il; and 3) Maintenance contracts (Including nonroutine 3. Termination for Convenience and Default maintenance), greater thari $100,000 - uSe Sections I
and E (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 ! - 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) immediataly discontinue all services The following definitions are applicable to this contract affected (unless the notice directs otherwise); and (it) (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 ) 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 llable for any additional cost incurred by Department of Housing and Urban Development acting for the HA; (i) withhold arry 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 fallure to fulfil contract obligations (default), it is determined that the Contractor had not failed, (a) The HA may at any time, by written order, and without the termination shall be desmed to have been effected for 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 titled to payment as described in paragraph (b) abové. performed or supples to be delivered. (e) Any disputes with regard to this clause are expressiy made (b) If any such change causes an increase or decrease in the subject to the terms of clause titled Disputes herein. hourty rate, the not-to-axceed amount of the contract, or the time required for performance of any part of the work 4. Examination and Retention of Contractor's Records 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 hourty rate, the delivery schedule, or other years after final payment under this contract, have access affected terms, and shall modity the contract accordingly. to and the right to examine any of the Contractor's directly (c) The Contractor must assert its 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-6370-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 excludes purchase orders not exceeding $10,000. termination of the Contract and for debarment or denial of (c) The periods of access and examination in paragraphs (a) participation in HUD programs as a Contractor and a and (b) above for records relating to: subcontractor as provided in 24 CFR Part 24. (1) appeals under the clause titled Disputes; 9. Assignment of Contract (i litigation or settlement of claims arising from the
performance of this contract; or,
(ilI) costs and expenses of this contract to which the HA, The Contractor shall not assign or transfer any interest in this HUD, or Comptroller General or any of their duly contract, except that claims for monies due or to become due authorized representatives has taken exception shall from the HA under the contract may be assigned to a bank, continue until disposition of such appeals, litigation, trust company, or other financial institution. If the Contractor is claims, or exceptions. a partnership, this contract shall inure to the benefit of the surviving or remaining member(s) of such partnership approved
5. Rights In Data (Ownership and-Proprietary Interest) by the HA.
The HA shall have exclusive ownership of, all proprietary 10. Certificate and Release interest in, and the right to full and exclusive possession of all information, materials and documents discovered or produced Prior to final payment under this contract, or prior to settiement by Contractor pursuant to the terms of this Contract, including upon termination of this contract, and as a condition precedent but not limited to reports, memoranda or letters concerning the thereto, the Contractor shall execute and deliver to the HA a research and reporting tasks of this Contract 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 Energy Efficiency
specifically excepted by the Contractor in stated amounts set The contractor shall comply with all mandatory standards and forth therein. 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 bellef and except as otherwise disclosed, it does not
7. Disputes have any organizational conflict of interest which is defined as a situation in which the nature of work under this
(a) All disputes arising under or relating to this contract, except contract and a contractor's organizational, financial, for disputes arising under clauses contained in Section IlL. contractual or other interests are such that:
Labor Standards Provisions, Including any claims for (1) Award of the contract may result in an unfair damages for the alleged breach there of which are not compellive advantage; or disposed of by agreement, shall be resolved under this (il) The Contractor's objectivity in performing the contract cause. work may be impaired.
(b) All claims by the Contractor shall be made in writing and (b) The Contractor agrees that if after award it discovers an submitted to the HA. A claim by the HA against the organizational conflict of interest with respect to this contract Contractor shall be subject to a written decision by the HA. or any task/delivery order under the contract, he or she shall (c) The HA shall, with reasonable promptness, but in no event make an immediate and full disclosure in writing to the in no more than 60 days, render a decision concerning any Contracting Officer which shall include a description of the claim hereunder. Unless the Contractor, within 30 days after action which the Contractor has taken or intends to take to receipt of the HA's decision, shall notify the HA in writing eliminate or neutralize the conflict. The HA may, however, that it takes exception to such decision, the decision terminate the contract or task/delivery order for the shall be final and conctusive. convenience of the HA if It would be in the best interest (d) Provided the Contractor has (i) given the notice within the of the HA time stated in paragraph (c) above, and (il) excepted its (c) In the event the Contractor was aware of an organizational claim relating to such decislon from the final release, and (i) conflict of interest before the award of this contract and brought sult against the HA not later than one year after Intentionally did not disclose the conflict to the Contracting receipt of final payment, or if final payment has not been Officer, the HA may terminate the contract for default. made, not later than one year after the Contractor has had a (d) The terms of this clause shall be Included in all reasonable time to respond to a written request by the HA subcontracts and consulting agreements wherein the work that it submit a final voucher and release, whichever is to be performed is similar to the service provided by the earlier, then the HA's decision shall not be final or prime Contractor. The Contractor shall Include In such conclusive, but the dispute shall be determined on the subcontracts and consulting agreements any necessary merits by a court of competent jurisdiction. provisions to eliminate or neutralize conflicts of interest. (e) The Contractor shall proceed diligently with performance of 12. Inspection and Acceptance this contract, pending final resolution of any request for and comply with any decision of the HA. (a) The HA has the right to review, require correction, if necessary, and accept the work products produced by the
8. Contract Termination; Debarment Contractor. Such review(s) shall be carried out within 30 days so as to not impede the work of the Contractor. Any Section I Page 2 of 8
form HUD-6370-C (01/2014)
product of work shall be deemed accepted as submitted if "Local government" means a untt of goverment 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 govermental 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 council of goverments, a sponsor group representative promptly at no additional charge and retur a revised copy organization, and any other instrumentality of a local of the product to the HA within 7 days of notification or a goverment. later date if extended by the HA. "Officer or employee of an agency" includes the following (c) Fallure by the Contractor to proceed with reasonable individuals who are employed by an agency:
promptness to make necassary corrections shall be a ()) An individual who is appointed to a position in the default. If the Contractor's submission of corrected work Govemment 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 (It 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.; (i A special Government employee as defined in section
13. Interest of Members of Congress 202, title 18, U.S.C.; and, (tv) 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, append 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 association, authority, firm, partnership, society, State, and local contract if made with a corporation for Its general benefit. 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 ter, and subgrantees at any ter of the recipient of funds recalved 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, egreement. The term excludes an indian tribe, tribal organization, and no other pubic official of such locality or localities who or any other Indlan 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 Govemment corporations, as agency consideration of such person shall be considered to be defined in 31 U.S.C. 9101(1). regularty 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 The awarding of any Federal contract; Columbia, the Commonwealth of Puerto Rico, a territory or (Il) The making of any Federal grant; possession of the United States, an agency or instrumentality of (itf) The making of any Federal loan; a State, and a multi-State, regional, or interstate entity having (tv) The entering Into of any cooperative agreement; and, govemmental 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 agreement. 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 "Indian 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.
(i) 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 Employaos.
(a) The prohibition on the use of appropriated covered Federal action or an extension, funds, in paragraph (i) of this section, does not continuation, renewal, amendment, or apply in the case of a payment of reasonable modification of a covered Federal action compensation made to an officer or employee of if the payment is for professional or a person requesting or receiving a Federal technical services rendered directly in contract, grant, loan, or cooperative agreement, if the preparation, submission, or the payment is for agency and legislative negotiation of any bid, proposal, or activities not directly related to a covered Federal application for that Federal action or for acion. meeting requirements Imposed by or
(b) For purposes of paragraph (b)0(1Xa) of pursuant to law as a condition for this clause, providing any information specifically receiving that Federal action. Persons requested by an agency or Congress is permitted other than officers or employees of a at any time. person requesing or receiving a
(c) The following agency and legislative liaison covered Federal action include activites are permitted at any time only where consultants and trade associations. they are not related to a specific solicitation for (b) For purposes of subdivision (b)()(2)(a) of any covered Federal action: clause, "professional and technical services" (1) Discussing with an agency (Including shall be limited to advice and analyais Individual demonstrations) the qualities and directly applying any professional or characteristics of the person's products or technical discipline. services, conditions or terms of sale, and service (c) Requirements imposed by or pursuant to law capabilties; and as a condition for receiving a covered (2) Technical discussions and other Federal award include those required by law activities regarding the application or adaptation or regulation, or reasonably expected to be of the person's products or services for an required by law or regulation, and any other agency's use. requirements in the actual award
documents.
(d) The following agency and legislative liaison
activities are permitted where they are prior to (d) Only those services expressly authorized by formal solicitation of any covered Federal action: subdivisions (b)(i)(2)(a)(i) and (il) of this (1) Providing any Information not section are permitted under this clause. specifically requested but necessary for an (il) Selling activitles by Independent sales agency to make an informed decision about representatives.
Initiation of a covered Federal action; (c) The prohibition on the use of appropriated funds, in (2) Technical discussions regarding the subparagraph (bXI) of this clause, does not apply to the preparation of an unsolicited proposal prior to Its following selling activities before an agency by independent official submission; and sales representatives, provided such activities are prior to (3) Capability presentations by persons formal solicitation by an agency and are specifically limited seeking awards from an agency pursuant to the to the merits of the matter:
provisions of the Small Business Act, as (1) Discussing with an agency (Including Individual amended by Public Law 95-507 and other demonstration) the qualities and characteristics of the subsequent amendments. person's products or services, conditions or terms of (e) Only those activities expressly authorized sale, and service capablities; and by subdivision (b)(I)(1)(a) of this clause are (il) Technical discussions and other activities regarding permitted under this clause. the application or adaptation of the person's products (2) Professional and technical services. or services for an agency's use. (a) The prohibition on the use of appropriated (d) Agreement. In accepting any contract, grant, cooperative funds, in subparagraph (b)) of this clause, agreement, or loan resulting from this solictation, the does not apply in the case of- person submitting the offer agrees not to make any (1) A payment of reasonable compensation payment prohibited by this clause. made to an officer or employee of a (e) Penalties. Any person who makes an expenditure person requesting or receiving a prohibited under paragraph (b) of this clause shall be covered Federal action or an extension, subject to civil penalties as provided for by 31 U.S.C. 1352. continuation, renewal, amendment, or An imposition of a civil penalty does not prevent the modification of a covered Federal Government from seeking any other remedy that may be applicable.
action, if payment is for professional or (f) Cost Allowability. Nothing in this clause is to be interpreted technical services rendered directly in
the preparation, submission, or to make allowable or reasonable any costs which would be negotiation of any bid, proposal, or unallowable or unreasonable in accordance with Part 31 of application for that Federal action or for the Federal Acquisition Regulation (FAR), or OMB meeting requirements imposed by or Circulars dealing with cost allowability for reciplents of pursuant to law as a condition for assistance agreements. Conversely, costs made receiving that Federal action. specifically unallowable by the requirements in this clause (Ii) Any reasonable payment to a person, will not be made allowable under any of the provisions of other than an officer or employee of a FAR Part 31 or the relevant OMB Circulars.
Section I - Page 4 of 6 form HUD-6370-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 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 medla, 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) recrultment 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 cause. 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(8) 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 notice 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 copies of the notice in conspicuous places avallable to performance of work by any other contractor or HA employee. employees and applicants for employment.
(f) 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 fumish 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 Opportunitles for Residents In pursuant thereto. The Contractor shall permit access to its the Project Area (Section 3, HUD Act of 1988; 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 subject 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 compllance 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 opportunitles 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, Govemment 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 Part 135 regulations. 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 this section 3 clause, and Contractor shall take such action with respect to any will post coples 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 compllance 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 position: cluding training positions, that are filled (1) after the contractor i 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) Noncompilance 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 laterials
(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
pracacabe, consistent with maintaining a satisfactory level of competition. The Contractor shall procure items designated in the EPA guldelines 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 avallable at an unreasonable price.
(b) Paragraph (a) of this clause shall apply to items purchased unde his contract where: (1) the Contractor purchases in excess o $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 (I 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-6370-C (01/2014)
Certifications and U.S. Department of Housing OMB Approvel No: 2577-0180 (sxp. 7/30/86) and Urban Development
Representations Office of Public and Indlan Housing
of Offerors
Non-Construction Contract
Publio reporting burden for this collection of information is estimated to average 5 minutes per response, including the time for reviewing instructions, searching existing data aources, gathering and maintaining the dats needed, and completing and reviewing the collection of information.
This form Includes clauses requred by OMB's common rule on bidding/offering procedures, implemented by HUD In 24 CFR 85.36, and those requiremente set forth in Executive Order 11625 for small, minority, women-owned businesses, and certifications for independent price determination, and confiict of Interest. ine 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 contraot compliance. if the form were not used, HAs would be unable to enforce their contracts. Responses to the collection of information are required to oblain a benafit or to retain a benefit. The information requested does not land itself to confidentiality.
1. Contingent Fee Represemtation 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 [ ] Black Americans [ ] Asian Pacific Americans solely for the bidder/offeror, the bidder/offeror:
[ ] Hispanic Americans [ ] Asian Indian Americans
(1) [Jhas, I J has not employed or retained any person or ¡ ] Native Americans company to solicit or obtain this contract; and I 1 Hasidic Jewish Americans (2) [ ] has, [ J 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 (l) 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)(I) 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, (il) the intention to submit a bid/offer, or (c) Any misrepresentation by the bidder/offeror shall give the (il) the methods or factors used to calculate the prices PHA the right to (L) 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) 2, Small, Minority, Women-Owned Business Concern Rep- or contract award (in the case of a negotiated solicitation) resentation unless otherwise required by law; and
The bidder/offeror represents and certifies as part of its bid/ offer (3) No attempt has been made or will be made by the bidder/ that it: offeror to induce any other concern to submit or not to (a) [ ]is, [ ]is not a small business concern. "Small business submit a bid/offer for the purpose of restricting competition. concern," as used in this provision, means a concern, includ- (b) Each signature on the bid/offer is considered to be a certifi- ing its affiliates, that is independently owned and operated, cation by the signatory that the signatory:
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 has not participated (b)[ ]is, I ] 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)(I) through (a)(3) above; or business that is at least 51 percent owned by a woman or (2) (t) 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)[ ]is, I ] is not a minority enterprise which, pursuant to action contrary to subparagraphs (a)(l) through (a)(3) Executive Order 11625, is defined as a business which is at above insert full name of person(s) in the bidder/offeror's least 51 percent owned by one or more minority group organization responsible for determining the prices of- members or, in the case of a publicly owned business, at least fered in this bid or proposal, and the title of his or her 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 (il) 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- dicipated, and will not participate, in any action contrary to subparagraphs (a)(I) through (a)(3) above; and
Previous edition la obsolate form HUD-5368-C (8/93)
page 1 of 2 ref: Handbook 7460.8
(lil) 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.
(c) If the bidder/offeror deletes or modifies subparagraph (a)2 submission of a proposal, bereby warrants that to the best of its above, the bidder/offeror must furnish with its bid/offer a knowledge and belief, no actual or apparent conflict of interest signed statement setting forth in detail the circumstances of exists with regard to my possible performance of this procure. the disclosure: ment, as described in the clause in this solicitation titled "Orga- nizational Conflict of Interest."
4. Organizatiowal Confllets 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: Hele (1) Award of the contract may result in an unfair competi- 1.30.19 tive advantage; Stgaature & Date:
(it) The Contractor's objectivity in performing the con- tract work may be impaired; or
(1) That the Contractor has disclosed all relevant infor- mation and requested the HA to make a determination SAVIA ROSEN with respect to this Contract.
(b) The Contractor agrees that if after award he or she discovers Typed or Printed Name:
an organizational conflict of interest with respect to this PRINCIPAL contract, be 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, terminate 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.
S. Authorized Negotlators (RFPs only)
The offeror represents that the following persons are authorized o negotiate on its behalf with the PHA in connection with this request for proposals: (list names, titles, and telephone numbers of the authorized negotiators):
Provlous edition Is obsolate pagó 2 of 2 form HUD-5368-C (8/93) 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 Responsibllity 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, auspended, Ineligible, been convicted of or had a civil judgment rendered against them for lower tier covered transaction, participant, person, primary cov- commission of fraud or a criminal offense in connection with obtain- ered transaction, principal, proposal, and voluntarily excluded, as ing, atterapting 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 thig 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 tier 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 & 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 Government, the department or agency may terminate this transaction for cause of default.
Certification B: Certification Regarding Debarment, Suspension, Inell- gibility and Voluntary Exclusion - Lower Tler 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 ment or agency.
voluntarily excluded from participation in this covered transaction,
2. Where the prospective lower tier participant is unable to certify to unless authorized by the department or agency with which this trans- any of the statements in this certification, such prospective participant action originated. shall attach an explanation to this proposal. 6. The prospective lower tier participant further agrees by submitting Instructions for Certification (B) this proposal that it will include this clause titled "Cortification
1. By signing and submitting this proposal, the prospective lower tier Regarding Debarment, Suspension, Ineligibility and Voluntary Exclu- sion - Lower Tier Covered Transaction," without modification, in all participant is providing the certification set out below. lower tier covered transactions and in all solicitations for lower tier
2. The certification in this clause is a material representation of fact covered transactions. upon which reliance was placed when this transaction was entered into. 7. A participant in a covered transaction may rely upon a certification If it is later determined that the prospective lower tier participant of a prospective participant in a lower tier covered transaction that it knowingly rendered an erroneous certification, in addition to other is not debarred, suspended, ineligible, 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 frequency by which it remedies, including suspension and/or debarment.
determines the eligibility of its principals. Each participant may, but
3. The prospective lower tier participant shall provide immediate is not required to, check the Nonprocurement List. written notice to the person to which this proposal is submitted if at any 8. Nothing contained in the foregoing shall be construed to require 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 changed circumstances.
of a participant is not required to exceed that which is normally
4. The terms covered transaction, debarred, suspended, ineligible, possessed by a prudent person in the ordinary course of business lower tier covered transaction, participant, person, primary coy- dealings. ered transaction, principal, proposal, and voluntarlly 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 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, ineligible, or voluntarily excluded from partici- tance in obtaining a copy of these regulations. 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
PAUL ROSEN I ASSOCLATES 1.30.19
Signature of Authorized Certifyng Official Title
PRINCIAL
form HUD-2992 (3/021
- Exhibit F
— Section 8
City of Richmond - Insurance Requirements - Type 2:
Professional Services
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 clalms for infurles 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 CTTY, on behalf of any insurer providing Commercial General Liabllity Insurance tr elther CONTRACTOR or CITY with respect to the services of CONSULTANT herein, a waiver of any right to subrogation which any such insurer of sald CONTRACTOR may acquire against the CITY by virtue of the payment of any loss under such insurance.
Original, signed certificates and original, separate pollcy endorsements, naming the City as an additional insured for general lability 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, fallure to do so shall not operate as a walver of these Insurance requirements.
City reserves the right to modify or require additional coverages for specific risk exposures depending on scope of CONTRACTORS work.
Mintmum coverage is detalled below. The policy limits of coverage shall be made avallable 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 Lability 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 Automoblle Liability coverage (ISO Form CA 0001, Code 1, Any Auto).
3. Original and Separate Additional Insured Endorsement for General Liabllity (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 Callfornia Including Employer's Labllity coverage.
5. Original and Separate Waiver of Subrogation for Workers' Compensation insurance.
6. Professional Liabllity or Errors & Omissions Liabllity Insurance appropriate to the CONTRACTOR's profession (If regulred.)
Required Coverage Minimum Limits
Workers' Compensation and Statutory limits as required by the State of Callfornla Including $1 million Employers' Lability Employers' Lability 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.d.richmand.ca.us//ndex.Aspx?n/d=61
General Liability $2,000,000 per occurrence for bodily injury, personal injury and property (primary and excess limits damage. If the policy Includes a general aggregate, either the general combined) aggregate shall appiy separately to this project, service or location or the minimum required aggregate limit shall be twice the per occurrence limit ($4 million aggregate limit).
ollcy shall be endorsed to name the City of Richmond as an additiona nsured per the conditions detalled below
- Type 2 - Page 1 of 3
- Exhibit F
- Section 8
City of Richmond - Insurance Requirements - Type 2:
Professional Services
Automobile Liability $1,000,000 per occurrence for bodily injury and property damage.
Professional Liability or Errors & PROJECT COST.
Omissions Lability - REGURED LIMIT
Required for all professionals $1 million - $5 million $1 million. p/o including architects, engineers, Over. $5 million $2 million. p/o consultants, construction $5 million_p/o
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. volunteers are to be named as additional insureds for alf liability arising out The City of Richmond, Its officers, officials, employees, agents and Contractor is supplying their product or providing a service then the ISO form CG 20 10 (11/85) or its equivalent is required. If the coverage. If It does, then CG 20 37(10/01) is also required. endorsement must not exclude products and completed operations SAMPLE Endorsements can be found at
http://www.d.rishmand.ca.us/Index.as0x?nkd=81
Primary and Noncontributory
to the City, Its officers, officials, employees, agents and volunteers. An The contractor's Insurance coverage must be primary coverage as it pertalns Insurance or self insurance maintalned by the City is wholly separate from the Insurance of the contractor and in no way relleves the contractor from It responsibility to provide Insurance.
Waiver of Subrogation
Endorsement Form for Workers' Compensation Insurance during the life of this contract. Contractor's insurer will provide a Waiver of Subrogation in favor of the City SAMPLE Endorsements can be found at
http://www.d.richmond.ca.us/Index.aspx?nid=61.
Deductibles and Self-Insured
Retentions Any deductible or self-insured retention must be deciared to and approve y the City. At the option of the City elther the insurer shall reduce o the CONTRACTOR shall procure a financial guarantee in an amount equal to eliminate such deductibles or self-insured retention as respects the City or the deductible or self-insured retention guaranteeing payment of losses and related investigations, clalms administration and defense expenses. retention for each loss. Contractor is responsible for satisfaction of the deductible and/or self-Insured A. M. Best Rating
CONTRACTOR must replace coverage immediately and provide notice to City. A:VII or Better. If the A.M. Best Rating falls below the required rating, Umbrella/Excess Lability Policies
P an Umbrella or Excess Liability Policy Is used to meet the llability limits, coverage shall be as broad as specifle or underlying coverage's and cover those Insured in the underiying policie:
Type 2 - Page 2 of 3
Revised: Septemhar 2011
- Exhibit F
_Section 8
City of Richmond - Insurance Requirements - Type 2:
Professional Services
Claims-Made Policies
if any insurance policy Is written on a calms-made form: 1) the retroactive date must be shown, and must be years after completion of contract work.
Subcontractors
ONTRACTOR shall include all subcontractors as insured under its policies or shall furnish to the City for review an ipproval, 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 fallure 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, llability 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 bealn.
The City of Richmond reserves the right to require complete, certified coples of all required Insurance policles Including endorsements affecting the coverage at any time.
Original Insurance certificates and required policy endorsements shall be mailed or dellvered 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 falls 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 pollcies 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 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 fallure to comply with reporting or other provisions of the policies Including breaches of warrantles 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.
Type 2 - Page 3 of 3
Revised: September 2011
Exhibit A
Scope of Services
Calendar Years 2019-2020
David Paul Rosen & Associates (DRA)
Richmond Housing Authority
Background
Funding provided by the U.S. Department of Housing and Urban Development (HUD) to ublic Housing Authorities in recent years is insufficient to meet the operating and capita needs of the nation's public housing inventory. Recognizing that the public housing program is not sustainable over the long term, HÚD's strategy is to transition public housing units with unmet capital needs to more sustainable financing strategies using tools such as the Rental Assistance Demonstration (RAD) program, Section 18 Demolitions and Dispositions, Voluntary Conversions, and Declaration of Trust releases. The Housing Authority of the City of Richmond (RHA) is one of the agencies that has been severely affected by the lack of HUD funding. Since FY 2008-2009, RHA has been unable to pay all of its financial obligations, leading to loans and advances from the City to pay these expenditures. Total funds loaned or advanced by City equal $13.4 million, including a $5.4 million project loan for gap financing for Friendship Manor and Triangle Court. RHA entered into a Public Housing Authority Recovery and Sustainability (PHARS) Agreement on March 15, 2018 with HUD Region IX to address operational deficiencies of RHA and its ongoing financial viability. One of the tasks in the PHARS Agreement was to have a forensic audit of RHA completed. Macia Gini & O'Connell LLP (MGO) was selected to perform the assessment, which was completed in November 2018.
To improve its financial viability and long-term sustainability, RHA has embarked on an analysis of repositioning options and recommendations regarding its Public Housing and Housing Choice Voucher (HCV) Programs. RHA currently has 560 public housing units and administers 2,004 HCVs. The goal of the repositioning effort is to develop financial structures that eliminate current operating shortfalls, improve the living conditions of residents, revitalize and/or redevelop RHA housing assets, put in place long-term sustainable financial repositioning of each asset, and bring each asset up to modern standards of design, energy efficiency, resident amenities and quality of construction. To the extent possible, this RHA asset repositioning strategy should seek to repay RHA's debt to the City. As a first step, Enterprise Community Partners and Structure Development Advisors prepared an Asset Repositioning Strategy, completed in draft form in November 2018.
To assist the Authority in further developing and implementing its asset repositioning strategy, RHA seeks to retain David Paul Rosen & Associates (DRA) to provide the scope of financial and development advisory services outlined below. DRA and RHA recognize that time is of the essence in implementing the repositioning efforts. The unsatisfactory financial City of Richmond Development and Financial Advisory Services November 29, 2018 David Paul Rosen & Associates Page 1
and physical conditions of RHA's Public Housing and HCV programs call for prompt action.
In addition, the funding environment in the State of California has improved significantly with the passage of Propositions 1 and 2 in the November 2018 elections. Proposition 1 authorizes $4 billion in general obligation bonds for affordable housing programs for low- income residents, veterans, and farmworkers. Proposition 2 authorizes $2 billion in bond funding for supportive housing for those suffering with mental illness. RHA must move quickly with its repositioning strategy to take maximum advantage of these one-time funding opportunity. Funding from the California Strategic Growth Council for affordable housing is another potential source of gap financing for RHA projects.
To respond to RHA's needs, DRA will undertake the scope of work outlined below to assist RHA in implementing its repositioning strategy in a manner consistent with the policy direction from the RHA Board at its December 4, 2018 meeting and the following principles:
• Develop long-term sustainable financing structures in concert with RHA's existing and new development partners for all of RHA's affordable housing assets, eliminating to the extent possible any need for future operating subsidies from the City, RHA, or its successor;
• Mitigate ongoing financial liability to the City and RHA from project operations; • Improve property management and living conditions for existing and future tenants, using the best standards of residential design, energy efficiency, and resident amenities with financial feasibility;
• Be sensitive to, and provide for, the relocation requirements and impact on existing tenants resulting from of alternative development strategies; • Maximize residual receipts and development fee revenue to RHA, its affiliate(s) and/or successors);
• Avoid draining project reserves or incurring capital liability on the exit of limited partner equity investors after the 15-year tax credit compliance period; • Avoid the need for new debt from the City; and
• Repay the existing debt from the City to the extent feasible.
Scope of Services
David Paul Rosen & Associates (DRA) will provide RHA with a range of financial advisory services for assessment of, and strategic, business and financial planning for RHA to manage its portfolio of public housing, Low Income Housing Tax Credit (LIHTC) housing and special needs housing, to assure its appropriate reinvestment, rehabilitation and if appropriate its redevelopment. DRA will provide policy, development and transactional financial advisory services required under HUD finance opportunities for transformation of RHA's public housing portfolio, including but not limited to RAD, Section 18, LIHTC, private activity tax- exempt bonds, State of California Strategic Growth Council (SGC) programs, and California Housing and Community Development Department (HCD) programs. DRA will analyze project financial, economic and development feasibility, and compliance with the requirements and competitive criteria of leverage sources of funding, both public (HUD and City of Richmond Development and Financial Advisory Services November 29, 2018 David Paul Rosen & Associates
other) and private sector, of developer proposals for financial assistance from RHA. DRA may also provide market real estate and demographic analysis for RHA as required for affordable housing and mixed income/mixed use development and/or financing supported by RHA.
Below are proposed tasks for the Calendar Year 2019 and Calendar Year 2020, with associated cost estimates, identified with RHA staff, that DRA will undertake beginning upon contract execution. Additional tasks for DRA to undertake may be specified in periodic emailed memos between RHA and DRA, constituting notices to proceed, within the overall budget authority of this Contract. All tasks will be conducted on a time and expense basis, based DRA's 2019-2020 Professional Fee and Expense Schedule (Exhibit B), attached, as updated each January 1, starting.January 1, 2021.
RHA's existing affordable housing projects are described in Table 1.
Table 1
Overview of RHA Affordable Housing Assets
Existing Units
Property PHA Total Description
Nevin Plaza 142 142 Serves elderly and disabled; difficult operational mix; safety and security issues;
proposed for rehabilitation; 92 units
occupied
Nystrom Village 100 100 Current health and safety concerns; 9-acre, 4-block site; potential for redevelopment
with up to 400 units in mixed-income
development; 64 units occupied
Hacienda 149 149
Vacant with carrying cost of up to $500,000
per year; considered for Section 18
disposition
Richmond Village 1 71 117 Received $35M 2000 Hope VI grant (not Richmond Village Il 62 120 audited; grant not closed); fully occupied; Richmond Village Ill 36 36 option period begins in early 2019 for Phases 1 and 2 (Ph. III?)
Triangle Court 98 Rehabilitation complete; fully occupied Friendship Manor 57 Rehabilitation complete; fully occupied Administrative N/A N/A Used for the City's Training and Employment | Building Program; to be transferred debt free to City
ownership
Total 560 819
City of Richmond Development and Financial Advisory Services November 29, 2018 David Paul Rosen & Associates
RHA Public Housing Revitalization Master Plan
DRA will assist RHA in developing a master plan for revitalization and redevelopment of its public housing portfolio. The master plan will seek to reposition existing public housing assets to eliminate current operating shortfalls, improve living conditions, extend the feasible life of RHA's affordable housing assets, and repay RHA's debt to the City.
DRA will prepare estimates of project gap financing requirements for, and proceeds from, the rehabilitation, redevelopment and/or sale of Nevin Plaza, Nystrom, Richmond Village (1, ll and/or III) option and Hacienda properties, as well as other contemplated projects over the next three to five years, with and without the availability of RAD financing and Section
18. Based on a comparison of estimated rehabilitation costs of RHA's public housing portfolio with available conventional public housing resources (operating and capital funds, RAD and/or Section 8 vouchers, tenant rents and others), DRA will estimate the shortfall in internal resources relative to these needs. This will provide an understanding of the financing gap that RHA will need to address through mixed-finance development strategies that use RAD, Section 18, LIHTCs and other state, local and private resources.
In support of these objectives, DRA's services may include but not be limited to:
• Establishing a master plan strategy for revitalization of RHA's public housing properties (Nevin Plaza, Nystrom, Richmond Village I, II and II, Hacienda, others) that may include rehabilitation or demolition and new development on some sites and disposition of others based on an assessment of market land values and disposition opportunities, site development and leveraged financing opportunities and constraints, carrying costs, community issues, and other relevant factors determined in conjunction with RHA staff
• Determining RHA's development role and RHA ownership entity (e.g., general partner, co-general partner, guarantor, lender and others) for each public housing redevelopment project, and its component parts based on the ongoing assessment of RHA's staff and financial capacity, and the City's interests. • Reviewing existing loan agreement or other documentation regarding the City of Richmond's investment into RHA's affordable housing assets. • Preparing a Five-Year Capital Plan to include financial strategies and funding gap estimates for projects anticipated over the next five years. The Capital Plan will serve as a rolling projection of income, expenses, net development revenues, City/RHA fund balances and time frames for revitalization of RHA public housing assets, and for development of other affordable housing projects as opportunities and financing allow.
City of Richmond Development and Financial Advisory Services November 29, 2018 David Paul Rosen & Associates
Task 1: Project Financial and Development Advisory Services This task consists of providing transactional financial and development advisory services to RHA for projects anticipated during the Five-Year Capital Plan period. DRA will work with City staff during a kick-off meeting to identify and prioritize the projects.
Project financial and development advisory services may include not be limited to:
• Reviewing existing documentation on the projects including documents of incorporation; Limited Partnership Agreements (LPAs), City loan documents (loan agreements, notes, deeds of trust), regulatory agreements, option agreements, pro formas, financing applications, closing transcripts and others, as applicable. • Preparing development and operating pro formas under one or more project financial structures, current market conditions and relevant underwriting standards. Key assumptions include construction hard costs, developer fee, general partner and limited partner asset management fee, rents, operating costs, replacement reserves, cash flow, residual receipts sharing, Low Income Housing Tax Credit projected pricing and underwriting for all debt and equity, including the interest rate, terms and conditions.
• Assessing the availability of proposed financing sources and the proposed project's competitiveness to secure these financing sources.
• Conducting market research to estimate market rents, operating costs, land prices and other economic variables affecting the economic and financial feasibility of affordable and/or mixed income housing.
• Preparing and overseeing a critical path schedule for predevelopment through loan closing, construction and permanent loan conversion.
• Advising on selection of a developer partner and other key development team members.
• Assisting with negotiation of agreements with developer partners, such as ENAs, DDAs, loan agreement, regulatory agreements, contracts and others, as needed. • Assisting with other issues including but not limited to environmental, tenant relocation, community involvement, entitlement, planning and others. • Preparing financial analyses and memoranda outlining findings and recommendations of the analysis.
Project financial and development advisory services may be provided on the following projects, as well as others requested by City staff:
Nevin Plaza: financial analysis of rehabilitation, addition of units to the site and/or redevelopment using RAD or Section 18 disposition; developer solicitation and negotiation.
City of Richmond Development and Financial Advisory Services November 29, 2018 David Paul Rosen & Associates Page 5
Nystrom Village: financial analysis of large-scale redevelopment (near new Ferry terminal) including mixed income housing.
Hacienda: Review status of agreement with CHDC and Mercy; estimate sales value of property (located in opportunity zone); analyze potential Section 18 disposition.
Richmond Village I-III: review project performance; review option agreement; assist with transitioning of existing units to Section 8 via RAD and Section 18 programs; assess alternative rehabilitation, redevelopment and finance options.
Easter Hill: review existing corporation and loan documents; review audited financial statements; review status with outside legal counsel (Goldfarb & Lipman); replacement strategy/organization for Easter Hill Development Corporation.
Should RHA, the City, its affiliates, or any other municipal entity issue bonds for the purpose of financing any of these projects, DRA will not serve as advisor on the issue of such bonds or any related municipal security. RHA, the City or its affiliates will engage bond issuer's counsel and/or registered municipal advisor services for such bond or municipal security issuances as required.
Task 3: Section 8
DRA will assist RHA in analyzing the appropriateness of transferring administration of the RHA's 2,004 Section 8 vouchers to a third party agency, starting with the Housing Authority of the County of Contra Costa. As requested by the City, DRA will assist in reviewing budgetary impacts and negotiating agreements for the transfer of Section 8 authority.
Budget
DRA will provide services under the above scope of services on a time-and-expense basis up to a not-to-exceed contract amount of $150,000, based on DRA's 2019-2020 will periodically provide cost estimates by task to RHA staff by email.
Schedule
DRA will work with RHA staff to prioritize the above tasks and projects to best meet the City and Authority's needs. DRA anticipates that high priority assignments to be completed in the first quarter of 2019 may include the following:
1. Review the Richmond Village 1, I and III option agreements and make recommendations regarding exercising the option(s) for Phases I and Il; City of Richmond Development and Financial Advisory Services November 29, 2018 David Paul Rosen & Associates Page 6
2. Review Easter Hill Development Corporation documents, financial statements and organizational condition and identify options going forward;
3. Develop a financing strategy for the rehabilitation of Nevin Plaza;
4. Review financial statements, Limited Partnership Agreement, RHA loan documents, construction loan documents and other documents as appropriate for Triangle Court and Friendship Village and make recommendations regarding their conversion to *project researcing, ongoing operations, and in the extent needed, restoration of
5. Review Hacienda documents and Mercy Housing's latest plans for the property;
6. Preliminary review of Section 8 program administration, operation and options.
DRA anticipates that further work on the Hacienda disposition may commence in April, 2019 if the existing ENA expires.
City of Richmond Development and Financial Advisory Services November 29, 2018 David Paul Rosen & Associates
Exhibit B
David Paul Rosen & Associates
2019-2020 Professional Fee and Expense
Reimbursement Schedule
Principal l $370
Principal I| $340
Senior Associate $320
Associate $285
Research Associate 1 $255
Research Associate I/ $250
Data Entry, Word Processing, Administrative Assistance and Accounting $120 The following costs are reimbursable expenses with supporting receipts:
• Mileage at the equivalent of the then current federal mileage reimbursement rate; tolls • Round-trip coach airfare, as mutually agreed by client and consultant • Ground expenses: rental cars, parking, cabs and other • Meals and lodging
• Long-distance telephone charges, facsimile charges and expedited courier service • Copying and production charges
• Data service charges
• Supplies, as required for deliverables.
• DRA may increase its Professional Fees on January 1, 2021, and will notify its clients in writing of this change.
City of Richmond Development and Financial Advisory Services November 29, 2018 David Paul Rosen & Associates Page 8