Attachment 3 - ISMG Contract Intergrated Amend 3 to Original.pdf

RICHMOND HOUSING AUTHORITY

CONTRACT AMENDMENT
Department: Richmond Housing Authorlty
Project Manager E-mail:
• Payment Limit • Service Plan
The parties to this Contract Amendment do mutually agree and promise as follows:

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

Contractor Name: Intergraded Security Management Group
Street Address: 10201 Trademark Street Suite C
City, State, Zip Code: Rancho Cucamonga, CA 91730
Contact Person: Emilio Olguin
Telephone: 909-510-4358 Email: [email protected]
Business License No: 40059006 / Expiration Date: 7/30/2021 A California [X] corporation, [ ] limited liability corporation | 1 general partnership, I 1 limited partnership, I ] individual, I 1 non-profit corporation, 1 ] individual dba as [specify:]
[ 1 other [specify:]

2. Purpose. This Contract Amendment is being entered into to amend the Contract between Authority and Contractor which was approved by the Board of Commissioners of the Housing Authority of the City of Richmond or executed by the Authority's Executive Director on August 1, 2019. Said contract shall hereinafter be referred to as the "Original Contract" and is incorporated herein by reference.

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

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

Contract Amendment between the Housing
Authority of the City of Richmond and
Intergraded Security Management Group
: Amendment No. 3 Contract No. 4881

5. City of Richmond Business License Active Status Maintained. Pursuant to Municipal Code Section 7.04.030, the Contractor must maintain its City of Richmond business license before any provision of this Contract Amendment will be deemed to take effect.

Signatures. These signatures attest the parties' agreement hereto:

CONTRACTOR:

THE HOUSING AUTHORITY FOR THE Intergraded Security Management Group

CITY OF RICHMOND/ CALIFORNIA
(*The Corporation Ghairperson of the Board, President or Vice-President shout sign on the line below.)
hewette bachan
By.
two: Excut Director Title: Vice President
(*The Corporation Chief Financial Officer, Secretary or Assistant Secretary should sign on the line below.)
By:

List of Attachments: Title: Secretary

1. Amendment Provisions
(NOTE: Pursuant to California Corporations
Code Section 313, if Contractor is a
corporation or nonprofit organization, this
Contract (1) should be signed by the
Chairperson of the Board, President or
Vice-President and the Chief Financial
Officer, Secretary or Assistant Secretary; (2)
should have both signatures conform to
designated representative groups pursuant
to Corporations Code Section 313; and (3)
should be accompanied by completed
notary acknowledgment forms)
Complete the notary acknowledgments
attached hereto)
c:/Authority contract amendment formtEJ (6/17/2015)
Contract Amendment between the Housing
Authority of the City of Richmond and
Intergraded Security Management Grour
:

Amendment No. 3 Contract No. 4881

AMENDMENT PROVISIONS (TERM AND PAYMENT LIMIT)
Contract term. Paragraph 2 of the Original Contract is amended to read as follows: Paragraph 2 (Term) of the Original Contract is hereby amended to extend the "2. Term. The effective date of this Contract is 08/01/2019 and it terminates 8/01/2023 unless sooner terminated as provided herein."

2. Paragraph 3 (Payment Limit) of the Original Contract is hereby amended to increase the payment limit by $-774,939. Paragraph 3 of the Original Contract is amended to read as follows:

3. Payment Limit. Authority's total payments to Contractor under this Contract shall not exceed $2,178,511."
The Authority shall not pay for services that exceed the Contract Payment Limit without the prior written approval of the Authority's Executive Director if the total Contract amount does not exceed $10,000 or without the prior approval of the Board of Commissioners if the total Contract amount is over $10,000.

C: Authority contract amendment formlEJ (6/17/2015)

RICHMOND HOUSING AUTHORITY

CONTRACT AMENDMENT
Department: Richmond Housing Authority Project Manager: Nannette J. Beacham Project Manager E-mail: Project Manager Phone No. 510-621-1309 P.R. Contract/P.O. No. 4881/14079
Description of Services: Unarmed security guard services for the public housing developments mendment No. 2 modifies the:
] Term and Payment Limi X Payment Limit • Term • Service Plan The parties to this Contract Amendment do mutually agree and promise as follows:

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

Contractor Name: Intergraded Security Management Group
Street Address: 10201 Trademark Street Suite C
City, State, Zip Code: Rancho Cucamonga, CA 91730
Contact Person: Emilio Olguin
Telephone: 909-510-4358 Email: [email protected]
Business License No: 40059006 / Expiration Date: 7/30/2020 A California [X] corporation, [ 1 limited liability corporation | I general partnership, [ 1 limited partnership, [ ] individual, I ] non-profit corporation, [ ] individual dba as [specify:]
I ] other [specify:]

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

Contract Amendment between the Housing Authority of the City of Richmond and
Intergraded Security Management Group
Amendment No. 2 Contract No. 4881
City of Richmond Business License Active Status Maintained. Pursuant to Municipal Code Section 7.04.030, the Contractor must maintain its City of Richmond business license before any provision of this Contract Amendment will be deemed to take effect.

Signatures. These signatures attest the parties' agreement hereto:

CONTRACTOR:

THE HOUSING AUTHORITY FOR THE

CITY OF RICHMOND, CALIFORNIA
The Corporation Chairperson of the Board, President
uld sian on the line below
Meniel Beachen
By.
executivel Directo
Title: Title:
(*The Corporation Chief Financial Officer, Secretary or Assistant Secretary should sign on the line below.)
18 By:

List of Attachments: Title: secretary

1. Amendment Provisions
(NOTE: Pursuant to Callfornia Corporations
Code Section 313, if Contractor is a
corporation or nonprofit organization, this
Contract (1) should be signed by the
Chairperson of the Board, President or
Vice-President and the Chief Financial
Officer, Secretary or Assistant Secretary; (2)
should have both signatures conform to
designated representative groups pursuant
to Corporations Code Section 313; and (3)
should be accompanied by completed
notary acknowledgment forms)
(Complete the notary acknowledgments
attached hereto)
c: /Authority contract amendment form\EJ (6/17/2015)
Contract Amendment between the Housing Authority of
the City of Richmond and
Intergraded Security Management Group
Amendment No. 2 Contract No. 4881

AMENDMENT PROVISIONS (PAYMENT LIMIT)

1. Paragraph 3 (Payment Limit) of the Original Contract is hereby amended to ncrease the payment limit by $ 667,732. Paragraph 3 of the Original Contract is amended to read as follows:

3. Payment Limit. Authority's total payments to Contractor under this Contract shall not exceed $ 1,403,572."
The Authority shall not pay for services that exceed the Contract Payment Limit without the prior written approval of the Authority's Executive Director if the total Contract amount does not exceed $10,000 or without the prior approval of the Board of Commissioners if the total Contract amount is over $10,000. c: Authority contract amendment formiEJ (6/17/2015)

RICHMOND HOUSING AUTHORITY

CONTRACT AMENDMENT
Department: Richmond Housing Authority Project Manager: Nannette J. Beacham Project Manager E-mail: Project Manager Phone No. 510-621-1309 Description of Services: Unarmed security guard services for the public housing developments • Payment Limit X Term • Service Plan
The parties to this Contract Amendment do mutually agree and promise as follows:

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

Contractor Name: Intergraded Security Management Group
Street Address: 10201 Trademark Street Suite C
City, State, Zip Code: Rancho Cucamonga, CA 91730
Contact Person: Emilio Olguin
Telephone: 909-510-4358 Email: [email protected]
Business License No: 40059006 / Expiration Date: 7/30/2020 A California [X] corporation, [ ] limited liability corporation | 1 general partnership, [ ] limited partnership, [ _] individual, [ I non-profit corporation, 1 ] individual dba as [specify:]
I ] other [specify:]

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

Contract Amendment between the Housing Authority of the City of Richmond and
Intergraded Security Management Group
Amendment No. 1 Contract No. 4881
City of Richmond Business License Active Status Maintained. Pursuant to Municipal Code Section 7.04.030, the Contractor must maintain its City of Richmond business license before any provision of this Contract Amendment will be deemed to take effect.

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

CONTRACTOR:

THE HOUSING AUTHORITY FOR THE Intergraded Security Management Group

CITY OF RICHMOND, CADFORNIA
(*The Corporation Chairperson of the Board, President or Vice-President should sigh the line below.)
hamilt Beach, Emilio Olguirk
By. -By.

Title: Executue DIrect Vice President
Title:_
(*The Corporation Chief Financial Officer, Secretary or Assistant Secrefary should sign on the line below.)
Ashley Olguin
By:

Secretary
List of Attachments: Title:

1. Amendment Provisions
(NOTE: Pursuant to California Corporations
Code Section 313, if Contractor is a
corporation or nonprofit organization, this
Contract (1) should be signed by the
Chairperson of the Board, President or
Vice-President and the Chief Financial
Officer, Secretary or Assistant Secretary; (2)
should have both signatures conform to
designated representative groups pursuant
to Corporations Code Section 313; and (3)
should be accompanied by completed
notary acknowledgment forms)
(Complete the notary acknowledgments
attached hereto)
c: Authority contract amendment formlEJ (6/17/2015)
Contract Amendment between the Housing Authority of
the City of Richmond and
Intergraded Security Management Group
Amendment No. 1 Contract No. 4881

AMENDMENT PROVISIONS (TERM)
Paragraph 2 (Term) of the Original Contract is hereby amended to extend the Contract termral
Paragraph 2 of the Original Contract is amended to read as follows:
"2. Term. The effective date of this Contract is 08/01/2019 and it terminates 8/01/2021 unless sooner terminated as provided herein." c: Authority contract amendment formlEJ (6/17/2015)

RICHMOND HOUSING AUTHORITY

PURCHASE OF SERVICES CONTRACT
Nannette J. Beacham Project Mgr Phone No: (510)621-1309 Project Mgr:

Unarmed security guard services for the public housing developments Project Description:

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

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

Intergraded Security Management Group
(NAME)
10201 Trademark Street Suite C
(Street Address)
(City, State, Zip Code) Rancho Cucamonga, CA
27-2646690
(Taxpayer ID No.)
(Vendor No.)
40059006 _(Expiration Date) 07/30/2020
(Richmond Business License No.) -
An California / corporation,partnership,private individual, nonprofit corporation, religious institution,sole proprietor, other (Please check appropriate box)
Term. The effective date of this Contract is 08/01/2019 and it terminates 08/01/2020 unless terminated as provided herein.

Payment Limit. Authority's total payments to Contractor under this Contract shall not exceed $ 735,840 . 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 Special Conditions. This Contract is subject to the General Conditions and Special Conditions (if any), which are attached hereto and are incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein.

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

HOUSING AUTHORITY OF CONTRACTOR:

Digitally signed by Emilio Olguin
THE CITY, OF RICHMOND DN: cn=Emilio Olguin, o=SMG, ou,
Emilio Olguin evening yo, cous
Date: 2019.08.22 14:59:22-0700
hannel beachim Emilio Olguin
By By
Title Vice President
Executive firector Title
09/35/2019 Date Signed 08/01/2019
• Date Signed
(*The Corporation Chief Financial Officer, Secretary or Assistant LIST OF ATTACHMENTS: Secretary should sign below.)
: Dicitally signed by Emilio Olguin
DN: cn=Emilio Olguin, 0=|SMG, ou,
Service Plan By Dale: 2019.08.22 14:59:59 -07001
Payment Provisions CFO
Insurance Provisions Title
General Conditions
08/01/2019
Special Conditions Date Signed
(NOTE: Pursuant to California Corporations
Code Section 313, if Contractor is a
corporation or nonprofit corporation, this
Contract (I) 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

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

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

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

2. Any and all payments made pursuant to this Contract shall be subject to the Contract Payment Limit. The Payment Limit includes expenses (phones, photo

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

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

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

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

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

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

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

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

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

Records.

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

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

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

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;

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

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

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

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

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

8. Modifications and Amendments.

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

GENERAL CONDITIONS Page 3
Administrative Amendments. Subject to the Payment Limit, the Payment Provisions and the Service Plan may be amended by a written administrative amendment executed by the CONTRACTOR and AUTHORITY's Executive Director subject to any required State or Federal approval, provided that such administrative amendments may not materially change the Payment Provisions or the Service Plan.

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

10. Choice of Law and Jurisdiction.

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

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

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 action for damages or enforcement arising from any failure to comply with any of the terms and conditions of this Contract.

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

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

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

16. Confidentiality:

16.1 CONTRACTOR agrees to comply with, and to require its employees, agents and partners 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 bè published or disclosed, any list of persons receiving services, except as may be required in the administration of such service.

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

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

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

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

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

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

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

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

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

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

GENERAL CONDITIONS Page 6

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

25. Changes and Extra Work.

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

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

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

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

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

26. Survival.

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

GENERAL CONDITIONS Page 7
:

Performance and Final Acceptance.

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

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

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

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

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

28. Force Majeure.

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

29. Severability.

In the event that any of the provisions or portions or applications thereof of this Contract are held to be unenforceable or invalid by any court of competent jurisdiction, AUTHORITY and CONTRACTOR shall negotiate an equitable adjustment in the provisions of the Contract with a view toward effecting the purpose of this Contract, and the validity and enforceability of the remaining provisions of 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:

Nannette J. Beacham
33024th Street
Richmond, Ca 94804

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

Emilio Olguin
10201 Trademark Street Suite C
Rancho Cucamonga, Ca 91730

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. 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 anc conditions set forth in the attached documents shall take precedence and shall prevail.

2. Contractor shall provide the insurance coverage set forth in the document entitled "City of Richmond- Insurance Requirements — Type 2: "Professional Services" which is attached hereto and incorporated herein by this reference.

Contractor shall maintain said coverage during the entire term of this contract.

However, wherever the document refers to the "City of Richmond" or the "CITY", the Contractor shall substitute the words "Housing Authority of the City of Richmond" or "Authority".

Scope of Work
• Outlined in the RHA RFP for Unarmed Security Guard Services, pages 4-10, attached.

III. SCOPE OF WORK
The Richmond Housing Authority manages and requires security guard services for the Public Housing Developments and Authority owned properties, which includes the following facilities:

Nevin Plaza Senior and Disabled located at 2400 Nevin Avenue Nevin Plaza is a 142 unit high rise. Tenants include both senior and disabled households.

The office hours of operation for this building are 8:30 a.m. to 4:30 p.m. (weekdays). The desired security hours are 24hour, seven days a week. There are security cameras and recording instruments at this site, as well as all entrances are equipped with a key card system operated by touch-pad entry. There is a secured (gated) parking lot at this development.

Hacienda Housing Complex located at 1300 Roosevelt Avenue Hacienda Housing Complex is a 150 apartment complex that is totally vacant. The desired security hours are 24 hour, seven days a week. The site has lockable gates and steel window guards on ground floor and second floor openings (windows and doors). A portion of the site is an un-secured parking lot.

The desired Security Services, described herein, may be altered at RHA's sole discretion, as the need of services could change in the coming years along with the number of housing units requiring security services.

Description of Duties at Nevin Plaza
The selected security services company shall provide all labor and equipment to perform the following security services, and in addition to, the requirements of Exhibit A - "Procedures for Security Services at the Public Housing Developments and Authority Owned Properties".

A. Security Guard Requirements: Security Guards performing services under the contract to be executed based on this RFP must:
• Be 18 years of age or older.
• Have completed training and be licensed to provide security services. • Security contractor personnel shall not be issued less lethal or lethal equipment. Security contractor personnel shall only be authorized to carry a flashlight and mace/pepper spray.

Firearms, handcuffs, nightstick/collapsible baton, etc., are prohibited under this RFP. • Security personnel shall be attired in a traditional security-style uniform color and design, or professional attire with the Security logo presented on a professional including their names and the name of the Security company. The security contractor shall ensure that the color and style of uniforms is distinguishable from the Richmond Police Department.

Comply with the requirements of the security company's Employee Handbook. • Pass a criminal background check
B. Patrol Duties: Security Guards shall sign-in at the start of their shift at the designated location, typically the management office, and patrol and provide security checks at key points in each community to provide maximum security for the residents and property. These security checks shall be varied and conducted randomly throughout each shift.

Contractor will be required to install and utilize a Security Deggy System or equal system at Nevin Plaza. Prior installation of the Deggy or equal system, RHA's Executive Director or designee Management must approve of the locations where checkpoints will be mounted Contractor shall provide RHA with the necessary software/access so that RHA can monitor and al provide RHA with the view reports of the Security Guards Patrols from an RHA computer. (Verification should be submitted weekly to the Executive Director or designee).

1. One guard will remain on duty at all time at the front entrance, 2400 Nevin Avenue.

2. A second guard will provide roving coverage of the entire site, both interior areas and exterior areas.

C. Methods of Patrol and Communication. On-foot patrols are the only options due to the property configuration. In order to ensure continuity of services and that the Security Guards become familiar with the residents and dynamics of each community, the security company shall ensure that specific Security Guards assigned to each community remain constant over time and shall make all efforts to not change Security Guards during the term of the contract to be executed based on this RFP. Security Guards must:
• Be equipped with a radio and/or cellular phone in order to maintain direct communication with one another during the time when both guards are on duty at any of the communities;
• Be equipped with cellular phones in order to receive and respond to calls from residents, homeowners, agency site staff or Management at all times and make calls to police and fire when needed. The contact telephone number for the Security Guards may not be changed during the term of the contract to be executed based on this RFP. • Respond within 30 minutes or less to telephone calls from residents, agency staff, or management.
• Maintain and have available at all times while on duty a list of key community and management contacts and make direct contact with on-duty RHA management and/or agency staff as necessary.
• Complete a one-time orientation with the RHA Resident Manager and other key management of RHA before beginning patrol duties at the locations.

D. Communications with Residents. Security Guards shall interact positively and encourage effective communication with residents. A supervisor of the security company will attend monthly meetings of the Nevin Plaza Resident Council in order to receive reports trom the council and other residents, and to report on security matters, representing the security company.

E. Communication with the Richmond Police Department (RPD). Officers of the RPD are a critical element in maintaining security and law enforcement at the properties listed herein., The security company shall ensure that the Security Guards work cooperatively with, and establish and maintain good, positive communications with the RPD and the Community Policing officers assigned to the geographic area.

F. Domestic Violence. Security Guards must record domestic violence and other family disturbances and contact the RPD and RHA personnel immediately.

G. Cooperation with RHA Personnel. The security company and its Security Guards shall work cooperatively with the RHA Project Managers, the Resident Managers and staff.

H. Premises Checks. On each shift, Security Guards shall patrol properties, including the perimeter of the properties, areas of high activity, and agency and management offices, as specified by RHÁ. Security Guards shall make daily checks of locks and gates leading into the property, and intermittently patrol the perimeter and/or fenced area. Must observe and report unpermitted activity.

I. Interaction with Loiterers. Security Guards shall assist with enforcing "No Trespassing" rules, identify loiterers and trespassers, and escort violators to their residences or off the premises as applicable.

J. Drug or Suspicious Activity. Security Guards shall identify persons and/or residential units involved in drug or suspicious activity, and note the destinations of such individuals within each community and/or their associations, and shall notify RPD and RHA personnel.

K. Deterrence Through Enforcement. • Security Guards shall maintain a visible presence in the community, assist in enforcing the community rules, and inform residents and guests of community rules and trespass policies.

L. Complaints by Residents. Any complaints about other residents, about problems encountered by visitors or guests that Security Guards receive shall immediately be logged, documented, and referred to the RHA designated staff or other representatives of RHA management, as appropriate.

M. Daily Log. Security Guards shall record or document any unusual or suspicious activity into an incident log, which will remain in the management office or a designated location. Log should be available to RHA Management at all times.

N. Illegal Dumping and Disposal. Security Guards shall monitor the entire sites for improper or illegal dumping of trash, furniture or any debris into common areas. Security Guards shall record information on the vehicles involved, shall attempt to identify the individuals, and shall contact RPD for ticketing and/or arrest, if opportunity arises. Security Guards shall contact violators and advise them to cease dumping, and shall notify the on-call Resident Manager, as appropriate, for follow-up action.

O. Alarm Responses. When a Security Guard is on duty, he/she will respond appropriately to all alarms.

P. Security Representative and/or Officer. Staff must attend monthly resident meeting.

Q. Supervisors. Off-site supervisors must visit a minimum of 4 (four) times per week after hours between 6:00pm to 6:00am.

Description of Duties at Hacienda
The selected security services company shall provide all labor and/or technology and equipment to perform the following security services, and in addition to, the requirements of Exhibit A - "Procedures for Security Services at the Public Housing Developments and Authority Owned Properties". Contractor may utilized security guards, monitoring and communication equipment, or a combination of the two to monitor the site.

Proposals shall fully identify the methods and technology that will be relied upon to monitor and secure the site, whether personnel, technology or combination of the two.

A. Site monitoring and response (To the extent that guards are utilized):
• Be 18 years of age or older.
• Have completed training and be licensed to provide security services. • Not be armed. However, Security Guards may carry pepper spray. • Be in uniform at all times while on duty. Uniform must identify them as Security including their names and the name of the Security company. • Comply with the requirements of the security company's Employee Handbook. • Pass a criminal background check
B. Patrol Duties (To the extent that guards are utilized): Security Guards shall sign-in at the start of their shift at the designated location, typically the management office, and patrol and provide security checks at key points in each community to provide maximum security for the residents and property. These security checks shall be varied and conducted randomly throughout each shift.
7 C. Methods of Patrol and Communication (To the extent that Security Guards are utilized), they must:
• Be equipped with a radio and/or cellular phone in order to maintain direct communication with one another during the time when both guards are on duty; • Be equipped with cellular phone in order to receive and respond to calls from residents, homeowners, agency site staff or Management at all times. The contact telephone number for the Security Guards may not be changed during the term of the contract to be executed based on this RFP.
• Respond within 30 minutes or less to telephone calls from agency staff, or management. • Maintain and have available at all times while on duty a list of key community and management contacts, and make direct contact with on-duty RHA management and/or agency staff as necessary.
• Complete a one-time orientation with the RHA Management before beginning patrol duties at the locations.

D. Communication with the. Richmond Police Department (RPD). Officers of the RPD are a critical element in maintaining security and law enforcement at the properties listed herein. The security company shall ensure that the Security Guards work cooperatively with, and establish and maintain good, positive communications with the RPD and the Community Policing officers assigned to the geographic area.

E. Cooperation with RHA Personnel. The security company and its Security Guards shall work cooperatively with the RHA Project Managers and staff.

F. Premises Checks. On each shift, Security Guards shall patrol properties, including the perimeter of the properties, areas of high activity, and agency as specified by RHA. Security Guards shall make daily checks of locks and gates leading into the property, and intermittently patrol the perimeter and/or fenced area. Must observe and report unpermitted activity.

G. Interaction with Loiterers. Security Guards shall assist with enforcing "No Trespassing" rules, identify loiterers and trespassers, and escort violators to their residences or off the premises as applicable.

H. Daily Log. Security Guards shall record or document any unusual or suspicious activity into an incident log, which will remain in the management office or a designated location. Log should be available to RHA Management at all times.

I. Illegal Dumping and Disposal. Security Guards shall monitor the entire sites for improper or illegal dumping of trash, furniture or any debris into common areas. Security Guards shall record information on the vehicles involved, shall attempt to identify the individuals, and shall contact RPD for ticketing and/or arrest, if opportunity arises. Security Guards shall contact violators and advise them to cease dumping, and shall notify the on-call Resident Manager, as appropriate, for follow-up action.

J. Alarm Responses. When a Security Guard is on duty, he/she will respond appropriately to all alarms.

K. Supervisors. Off-site supervisors must visit a minimum of 4 (four) times per week after hours between 6:00pm to 6:00am.

IV. CONTRACT TERM and OTHER PROVISIONS
Contract Term: The Richmond Housing Authority intends to award (two) separate one (1) year contracts with the option to execute two one-year contract extensions for each contract.

To qualify for a contract with the Authority or to perform services pursuant to this RFP the Contractor, as well as staff employed by the contractor must possess a valid California State Security Guard License, through the California Department of Consumer Affairs, Bureau of Security and Investigative Services, in the name of the Contractor or its own individual business name, as well as the individual performing the service. A copy of the license must accompany your response. Contractor must have five (5) years' experience licensed by the State of California.

Licenses: The successful Contractors) and all subcontractors used in the work will be required to hold or to obtain a City of Richmond business license for which the fee will not be waived. Prior to the start of work, the successful Contractor shall obtain all other required permits from the City of Richmond, for which the fees will not be waived. The successful Contractor shall also obtain any other permits required from other agencies for the completion of the project, for which the fees will not be waived
General Conditions of the Contract: Contractor(s) and all subcontractors shall comply with Instructions to Offerors non-Construction (HUD Form 5369-B, Attachment I), Certifications and Representations of Offerors Non-Construction Contract (HUD Form 5369-C, Attachment 2), General Conditions for Non-Construction Contracts (HUD Form 5370-C, Attachment 3), and Certification Regarding Debarment and Suspension (HUD Form 2992, Attachment 4) which are incorporated into the Contract Documents by this reference.

Compliance with City Ordinances: The contractors) and all subcontractors shall comply with the City of Richmond Nondiscrimination Clauses in City Contracts Ordinance (Richmond Municipal Code (RMC) Chapter 2.28), Business Opportunity Ordinance (RMC Chapter 2.50), Local Employment Program Ordinance (RMC Chapter 2.56), and Living Wage Ordinance (RMC Chapter 2.60), which are incorporated into the Contract Documents by this reference.

Insurance Requirements: Contractors) shall maintain in full force and effect during the entire contract term the Insurance Requirements as described in "City of Richmond - Insurance Requirements - Type 1: Consultants and Contractors", attachment 5.

Non-collusion Affidavit: By submitting a bid, Bidder hereby certifies that the bid is not made in the interest of, or on behalf of, any undisclosed party; that the bid is genuine and not collusive, false, or sham; that the Bidder has not directly or indirectly induced or solicited any other Bidder to put in a false or sham bid, and has not directly or indirectly agreed with any Bidder or anyone else to put in a false or sham bid, or to refrain from bidding; that the Bidder has not in any manner, directly or indirectly, sought to fix any overhead, profit or cost element of the bid, of that of any other Bidder, or to secure any advantage against the public body awarding the contract or anyone interested in the proposed contract.
9 Exceptions to this Request for Proposals and/or Contract The proposer shall state whether or not it takes exception(s) to this RFP, including but not limited to the City of Richmond Housing Authority's Standard Services Agreement - (Attachment 7). If the proposer does take exception(s) to any portion of the RFP or contract, the specific portion to which exception(s) is taken must be identified by section number and explained. Requests for changes or additions to sections of RHA's Standard Services Agreement must be shown by requesting deletion of specific words and/or by providing new requested contract language. Requests for complete replacement of the RHA's Standard Services Agreement for another contract will not be granted.

Failure to make exceptions to the RFP or Standard Services Agreement within the proposal will be deemed a waiver of any objection. Exceptions will be considered during the proposal evaluation 10 |
General Conditions for Non-Construction U.S. Department of Housing and Urban Development
Contracts Office of Public and Indian Housing
Section I - (With or without Maintenance Work) Office of Labor Relations OMB Approval No. 2577-0157 (exp. 1/31/2017)
Public Reporting Burden for this collection of information is estimated to average 0.08 hours per response, including the time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. Send comments regarding this burden estimate or any other aspect of this collection of information, including suggestions for reducing this burden, to the Reports Management Officer, Office of Information Policies and Systems, U.S. Department of Housing and Urban Development, Washington, D.C 20410-3600; and to the Office of Management and Budget, Paperwork Reduction Project (2577-0157), Washington, D.C. 20503. Do not send this completed form to either of these addressees.

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

Sections must be inserted into non-construction contracts as (d) Failure to agree to any adjustment shall be a dispute under described below: clause Disputes, herein. However, nothing in this clause shall excuse the Contractor from proceeding with the
contract as changed.

Non-construction contracts (without maintenance)
greater than $100,000 - use Section I; (e) No services for which an additional cost or fee will be charged by the Contractor shall be furnished without the Maintenance contracts (including nonroutine
maintenance as defined at 24 CFR 968.105) greater than prior written consent of the HA. $2,000 but not more than $100,000 - use Section II; and

3. Termination for Convenience and Default
3) Maintenance contracts (including nonroutine
maintenance), greater than $100,000 - use Sections I
and Il. (a) The HA may terminate this contract in whole, or from time to time in part, for the HA's convenience or the failure of the Section | - Clauses for All Non-Construction Contracts greater Contractor to fulfill the contract obligations (default). The than $100,000 HA shall terminate by delivering to the Contractor a written Notice of Termination specifying the nature, extent, and

1. Definitions effective date of the termination. Upon receipt of the notice, the Contractor shall: (i) immediately discontinue all services affected (unless the notice directs otherwise); and i)
The following definitions are applicable to this contract:
deliver to the HA all information, reports, papers, and other (a) "Authority or Housing Authority (HA)" means the
Housing Authority. materials accumulated or generated in performing this contract, whether completed or in process.
(b) "Contract" means the contract entered into between the (b) If the termination is for the convenience of the HA, the HA Authority and the Contractor. It includes the contract form, the Certifications and Representations, these contract shail be liable only for payment for services rendered before the effective date of the termination.
clauses, and the scope of work. It includes all formal
(C) If the termination is due to the failure of the Contractor to Order, or other modification. fuifill its obligations under the contract (default), the HA may (c) "Contractor" means the person or other entity entering into (i) require the Contractor to deliver to it, in the manner and to the extent directed by the HA, any work as
the contract with the Authority to perform all of the work described in subparagraph (a)(ii) above, and compensation required under the contract.
(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; (ii) take over the work and prosecute the same to completion by contract or otherwise, and the development, his delegates, successors, and assigns, and Contractor shall be liable for any additional cost incurred by the officers and employees of the United States
the HA; (iii) withhold any payments to the Contractor, for the Department of Housing and Urban Development acting for
and on behalf of the Secretary. purpose of off-set or partial payment, as the case may be, of amounts owed to the HA by the Contractor.

2. Changes (d) If, after termination for failure to fulfill 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 deemed to have been effected for the convenience of the HA, and the Contractor shall been notice to the sureties, if any, make changes within the titled to payment as described in paragraph (b) above.
general scope of this contract in the services to be
(e) Any disputes with regard to this clause are expressly made performed or supplies to be delivered.
(b) If any such change causes an increase or decrease in the subject to the terms of clause titled Disputes herein. hourly rate, the not-to-exceed amount of the contract, or the time required for performance of any part of the work 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 years after final payment under this contract, have access amount, the hourly rate, the delivery schedule, or other affected terms, and shall modify the contract accordingly. to and the right to examine any of the Contractor's directly (c) The Contractor must assert 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 1 - Page 1 of 6 form HUD-5370-C (01/2014)
product of work shall be deemed accepted as submitted if "Local government" means a unit of government in a State the HA does not issue written comments and/or required and, if chartered, established, or otherwise recognized by a corrections within 30 days from the date of receipt of such State for the performance of a governmental duty, including a product from the Contractor. local public authority, a special district, an intrastate district, a (b) The Contractor shall make any required corrections council of governments, a sponsor group representative promptly at no additional charge and return a revised copy organization, and any other instrumentality of a local of the product to the HA within 7 days of notification or a later date if extended by the HA "Officer or employee of an agency" includes the following Failure by the Contractor to proceed with reasonable individuals who are employed by an agency:
promptness to make necessary corrections shall be a (i) An individual who is appointed to a position in the default. If the Contractor's submission of corrected work Government 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 (ii) A member of the uniformed services as defined in cost to reflect the reduced value of services received. (iii) A special Government employee as defined in section

13. Interest of Members of Congress
(iv) An individual who is a member of a Federal advisory No member of or delegate to the Congress of the United States committee, as defined by the Federal Advisory of America or Resident Commissioner shall be admitted to any Committee Act, title 5, appendix 2. share or part of this contract or to any benefit to arise there from, "Person" means an individual, corporation, company, but this provision shall not be construed to extend to this 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 tier, and subgrantees at any tier of the recipient of funds received governing body of the locality in which the project is situated, no in connection with a Federal contract, grant, loan, or cooperative member of the governing body in which the HA was activated, agreement. The term excludes an Indian tribe, tribal organization, and no other pubic official of such locality or localities who or any other Indian organization with respect to exercises any functions or responsibilities with respect to the expenditures specifically permitted by other Federal law. project, shall, during his or her tenure, or for one year "Regularly employed means, with respect to an officer or thereafter, have any interest, direct or indirect, in this contract or employee of a person requesting or receiving a Federal the proceeds thereof. contract, grant, loan, or cooperative agreement, an officer or employee who is employed by such person for at least 130

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

Federal actions: "State" means a State of the United States, the District of (1) The awarding of any Federal contract; Columbia, the Commonwealth of Puerto Rico, a territory or (i) The making of any Federal grant; possession of the United States, an agency or instrumentality of (iii) The making of any Federal loan; a State, and a multi-State, regional, or interstate entity having (iv) The entering into of any cooperative agreement; and, governmental duties and powers. (v) The extension, continuation, renewal, amendment, or (b) Prohibition. modification of any Federal contract, grant, loan, or 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.
(ii) The prohibition does not apply as follows:

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

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

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

22. Procurement of Recovered Materials
(a) In accordance with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, the Contractor shall procure items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR Part 247 that contain the highest percentage of recovered materials
practicable, consistent with maintaining a satisfactory level of competition. The Contractor shall procure items designated in the EPA guidelines that contain the highest percentage of
recovered materials practicable unless the Contractor
determines that such items: (1) are not reasonably available in a reasonable period of time; (2) fail to meet reasonable
performance standards, which shall be determined on the basis of the guidelines of the National Institute of Standards and Technology, if applicable to the item; or (3) are only available at an unreasonable price.
(b) Paragraph (a) of this clause shall apply to items purchased under this contract where: (1) the Contractor purchases in excess of 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 (il) purchased a total of in excess of $10,000 of the item both under and outside that contract
Section I - Page 6 of 6 form HUD-5370-C (01/2014)
Certifications and U.S. Department of Housing OMB Approval No: 2577-0180 (exp. 7/30/96) -
and Urban Development
Representations Office of Public and Indian Housing
of Offerors
Non-Construction Contract
Public reporting burden for this collection of information is estimated to average 5 minutes per response, including the time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information.

This form includes clauses required by OMB's common rule on bidding/offering procedures, implemented by HUD in 24 CFR 85.36, and those requirements set forth In Executive Order 11625 for small, minority, women-owned businesses, and certifications for independent price determination, and conflict of interest The form is required for nonconstruction contracts awarded by Housing Agencies (HAs). The form is used by bidders/offerors to certify to the HA's Contracting Officer for contract compliance. If the form were not used, HAs would be unable to enforce their contracts. Responses to the collection of information are required to obtain a benefit or to retain a benefit. The information requested does not lend Itself to confidentiality. www

1. Contingent Fee Representation and Agreement For the purpose of this definition, minority group members are:
(a) The bidder/offeror represents and certifies as part of its bid/ (Check the block applicable to you) offer that, except for full-time bona fide employees working I ] Black Americans [ ] Asian Pacific Americans solely for the bidder/offeror, the bidder/offeror: I ] Hispanic Americans [ I Asian Indian Americans (1) [ ]has, [ ] has not employed or retained any person or 1 ] Native Americans [ ] Hasidic Jewish Americans
company to solicit or obtain this contract; and
(2) I ] has, [ ] has not paid or agreed to pay to any person or company employed or retained to solicit or obtain this 3. Certificate of Independent Price Determination contract any commission, percentage, brokerage, or other (a) The bidder/offeror certifies that- fee contingent upon or resulting from the award of this (1) The prices in this bid/offer have been arrived at indepen- contract.
dently, without, for the purpose of restricting competi- (b) If the answer to either (a)(1) or (a) (2) above is affirmative, tion, any consultation, communication, or agreement the bidder/offeror shall make an immediate and full written with any other bidder/offeror or competitor relating to (i) disclosure to the PHA Contracting Officer. those prices, (ii) the intention to submit a bid/offer, or (c) Any misrepresentation by the bidder/offeror shall give the (iii) the methods or factors used to calculate the prices PHA the right to (1) terminate the resultant contract; (2) at its offered; discretion, to deduct from contract payments the amount of any (2) The prices in this bid/offer have not been and will not be commission, percentage, brokerage, or other contingent fee; or knowingly disclosed by the bidder/offeror, directly or - (3) take other remedy pursuant to the contract. indirectly, to any other bidder/offeror or competitor be- fore bid opening (in the case of a sealed bid solicitation) or contract award (in the case of a negotiated solicitation)

2. Small, Minority, Women-Owned Business Concern Rep-
unless otherwise required by law; and
resentation
(3) No attempt has been made or will be made by the bidder/ The bidder/offeror represents and certifies as part of its bid/ offer offeror to induce any other concern to submit or not to that it:
submit a bid/offer for the purpose of restricting competition. (a) [ lis, [ lis not a small business concern. "Small business 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 and will not participate in any action contrary to subpara- (b)[ ]is, [ ] is not a women-owned small business concern. "Women-owned," as used in this provision, means a small graphs (a)(l) through (a)(3) above; or business that is at least 51 percent owned by a woman or (2) (i) Has been authorized, in writing, to act as agent for the women who are U.S. citizens and who also control and following principals in certifying that those principals operate the business. have not participated, and will not participate in any action contrary to subparagraphs (a)(I) through (a)(3)
(c) [ ] is, [ ] is not a minority enterprise which, pursuant to above (insert full name of person(s) in the bidder/offeror's Executive Order 11625, is defined as a business which is at organization responsible for determining the prices of- least 51 percent owned by one or more minority group
fered in this bid or proposal, and the title of his or her members or, in the case of a publicly owned business, at least position in the bidder/offeror's organization);
51 percent of its voting stock is owned by one or more
minority group members, and whose management and daily (ii) As an authorized agent, does certify that the princi- operations are controlled by one or more such individuals. pals named in subdivision (b)(2)(i) above have not par- ticipated, and will not participate, in any action contrary to subparagraphs (a)(I) through (a)(3) above; and
form HUD-5369-C (8/93)
Previous edition is obsolete page 1 of 2 ref. Handbook 7460.8 (iii) As an agent, has not personally participated, and will 6. Conflict of Interest not participate in any action contrary to subparagraphs In the absence of any actual or apparent conflict, the offeror, by (a)(I) through (a)(3) above. submission of a proposal, hereby warrants that to the best of its (c) If the bidder/offeror deletes or modifies subparagraph (a)2 knowledge and belief, no actual or apparent conflict of interest above, the bidder/offeror must furnish with its bid/offer a exists with regard to my possible performance of this procure- signed statement setting forth in detail the circumstances of ment, as described in the clause in this solicitation titled "Orga- the disclosure. nizational Conflict of Interest."

4. Organizational Conflicts of Interest Certification 1. 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 otber interest are such that: 8/1/19 (i) Award of the contract may result in an unfair competi- tive advantage;
(il) The Contractor's objectivity in performing the con- tract work may be impaired; or
(iii) That the Contractor has disclosed all relevant infor- mation and requested the HA to make a determination
with respect to this Contract.

Typed or Printed Name:
(b) The Contractor agrees that if after award he or she discovers an organizational conflict of interest with respect to this VICE PRESIDON 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 tbe 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.

5. Authorized Negotiators (RFPs only)
The offeror represents that the following persons are authorized to negotiate on its behalf with the PHA in connection with thi equest for proposals: (list names, titles, and telephone number of the authorized negotiators):
form HUD-5369-C (8/93
Previous edition is obsolate page 2 of 2 ref. Handbook 7460.1 Certification Regarding U.S. Department of Housing
and Urban Development
Debarment and Suspension
Certification A: Certification Regarding Debarment, Suspension, and Other Responsibility Matters - Primary Covered Transactions

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

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

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 thes certification, in addition to other remedies available to the Federal instructions, if a participant in a covered transaction knowingly enter into a lower tier covered transaction with a person who is suspended, Government, the department or agency may terminate this transaction debarred, ineligible, or voluntarily excluded from participation in this for cause of default.
transaction, in addition to other remedies available to the Federal jovernment, the department or agency may terminate this transactior

Page 1 of 2 ends

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

1. The prospective lower tier participant certifies, by submission of 5. The prospective lower tier participant agrees by submitting this. proposal that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the department or agency with which this trans-

2. Where the prospective lower tier participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal. 6. The prospective lower tier participant further agrees by submitting this proposal that it will include this clause titled "Certification Instructions for Certification (B) Regarding Debarment, Suspension, Ineligibility and Voluntary Exclu-

1. By signing and submitting this proposal, the prospective lower tier 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 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 covered transaction, unless it knows that the certification is erroneous. remedies available to the Federal Government, the department or 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 is not required to, check the Nonprocurement List.

3. The prospective lower tier participant shall provide immediate 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 of a participant is not required to exceed that which is normally changed circumstances.
possessed by a prudent person in the ordinary course of business

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

Date
8/1/19
Title

Page 2 of 2 ends

_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 claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the CONTRACTOR, its agents, representatives, employees or subcontractors. Maintenance of proper insurance coverage is a material element of the contract. Failure to maintain or renew coverage or to provide evidence of renewal may be treated by the City as a material breach of contract.

CONTRACTOR agrees that in the event of loss due to any of the perils for which it has agreed to provide Commercial General Liability insurance, CONTRACTOR shall look solely to its insurance for recovery.

CONTRACTOR hereby grants to CITY, on behalf of any insurer providing Commercial General Liability insurance to either CONTRACTOR or CITY with respect to the services of CONSULTANT herein, a waiver of any right to subrogation which any such insurer of said CONTRACTOR may acquire against the CITY by virtue of the payment of any loss under such insurance.
waiver of these insurance requirements.

City reserves the right to modify or require additional coverages for specific risk exposures depending on scope of CONTRACTORS work.

Minimum coverage is detailed below. The policy limits of coverage shail be made available to the full limits of the policy. The minimum limits stated herein shall not serve to reduce the policy limits of coverage of CONTRACTOR.

Minimum Scope of Insurance - the following forms shall be provided and coverage shall be at least as broad as the following:

1. Insurance Services Office Commercial General Liability coverage (ISO Occurrence Form CG 0001), anc including coverage for bodily and personal injury, property damage, and products and completes operations (if applicable).

2. Insurance Services Office Automobile Liability coverage (ISO Form CA 0001, Code 1, Any Auto).

3. Original and Separate Additional Insured Endorsement for General Liability (ISO Form CG 20 10 11/85 or its equivalent) with primary and non-contributory language.

4. Workers' Compensation Insurance as required by the State of California including Employer's Liability coverage.

5. Original and Separate Waiver of Subrogation for Workers' Compensation insurance.

6. Professional Liability or Errors & Omissions Liability Insurance appropriate to the CONTRACTOR' rofession (if required.)
Required Coverage Minimum Limits
Workers' Compensation and Statutory limits as required by the State of California including $1 million Employers' Liability Employers' Liability per accident, per employee for bodily injury or disease.

If CONTRACTOR is self-insured, provide a certificate of Permission to Self- Insure, signed by the California Department of Industrial Relations and Self- Insurance. If contractor is a sole proprietor (has no employees) than contractor must sign "Contractor Release of Liability" found at:
http://www.ci.richmond.ca.us/index.aspx?nid=61
General Liability $2,000,000 per occurrence for bodily injury, personal injury and property damage. If the policy includes a general aggregate, either the general (primary and excess limits aggregate shall apply separately to this project, service or location or the combined)
limit (st milled argegatimitit shall be twice the per occurrence Policy shall be endorsed to name the City of Richmond as an additiona insured per the conditions detailed below
Type 2 - Page 1 of 3
Revised: September 2011
-Exhibit F
-Section 8
City of Richmond - Insurance Requirements - Type 2:

Professional Services
$1,000,000 per occurrence for bodily injury and property damage.

Automobile Liability
Professional Liability or Errors & PROJECT COST... REQUIRED LIMIT Omissions Liability - -$1 millon p/o.
$1 million - $5 millior $2 million p/o
Required for all professionals $5 million p/o
Over $5 million.
including architects, engineers,
consultants, construction
management, counselors, medical
professionals, hospitals, clinics,
attorneys and accountants, & other
consultants as may be required by
the City,
Required Policy Conditions
Additional Insured Endorsement Applicable to General Liability coverage.

The City of Richmond, its officers, officials, employees, agents and volunteers are to be named as additional insureds for all liability arising out of the operations by or on behalf of the named insured including bodily jury, deaths and property damage or destruction arising in any respe irectly or indirectly in the performance of this contrac ISO form CG 20 10 (11/85) or its equivalent is required. If the Contractor is supplying their product or providing a service then the endorsement must not exclude products and completed operations coverage. If it does, then CG 20 37(10/01) is also required.

SAMPLE Endorsements can be found at
http://www.ci.richmond.ca.us/index.aspx?nid=61.

Primary and Noncontributory he contractor's insurance coverage must be primary coverage as it pertain › the City, its officers, officials, employees, agents and volunteers. An nsurance or self insurance maintained by the City is wholly separate Tror e insurance of the contractor and in no way relieves the contractor from it responsibility to provide insurance.

Waiver of Subrogation ontractor's insurer will provide a Waiver of Subrogation in favor of the Cit or Workers' Compensation Insurance during the life of this contrac Endorsement Form SAMPLE Endorsements can be found at
http://www.ci.richmond.ca.us/index.aspx?nid=61.

Deductibles and Self-Insured Any deductible or self-insured retention must be declared to and approved Retentions by the City. At the option of the City either the insurer shall reduce or eliminate such deductibles or self-insured retention as respects the City or Contractor is responsible for satisfaction of the deductible and/or self-insured retention for each loss.

A. M. Best Rating A:VII or Better. If the A.M. Best Rating falls below the required rating, CONTRACTOR must replace coverage immediately and provide notice to City.

Umbrella/Excess Liability Policies
If an Umbrella or Excess Liability Policy is used to meet the liability limits, coverage shall be as broad as specified for underlying coverage's and cover those insured in the underlying policies.

Type 2 - Page 2 of 3
Revised: September 2011
- Exhibit F
_ Section 8
City of Richmond - Insurance Requirements - Type 2:

Professional Services
Claims-Made Policies
years after completion of contract work.

Subcontractors
CONTRACTOR shall include all subcontractors as insured under its policies or shall furnish to the City for review and approval, separate certificates and endorsements for each subcontractor. All coverage for subcontractors shall be subject to all of the requirements stated herein.
either CONTRACTORS Or any subcontracter to tate Citor chaine reared serene i real e either CONTRACTOR or any subcontractor to take out or maintain the required insurance policies. insurance is obtained by CONTRACTOR, and/or CONTRACTOR's subcontractors, will not be deemed to release or diminish the liability of CONTRACTOR, including, without limitation, liability under the indemnity provisions of this contract. Damages recoverable by CITY from CONTRACTOR or any third party will not be limited by the amount of the required insurance coverage.

Verification of Coverage
All original certificates and endorsements shall be received and approved by the City before work may begin.

The City of Richmond reserves the right to require complete, certified copies of all required insurance policies including endorsements affecting the coverage at any time.

Original insurance certificates and required policy endorsements shall be mailed or delivered to the Designated Project Manager for the City of Richmond.

Insurance certificates and endorsements may be faxed to the Designated Project Manger. However, CONTRACTOR must mail the original certificates and endorsements to Designated Project Manager once faxed.

Continuous Coverage
CONTRACTOR shall maintain the required insurance for the life of the contract. Should the CONTRACTOR cease to have insurance as required during this time, all work by the CONTRACTOR pursuant to this agreement shail cease until insurance acceptable to the City is provided. In the event that CONTRACTOR fails to comply with the City's insurance requirements, the City may take such action as it deems necessary to protect the City's interests. Such action may include but is not limited to termination of the contract, withholding of payments, or other actions as the City deems appropriate.

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
ny failure to comply with reporting or other provisions of the policies including breaches of warranties shall no ffect coverage provided to the City, its officers, officials, employees or volunteer Consistent with Public Policy
The insuring provisions, insofar as they may be judged to be against public policy shall be void and unenforceable ulte they and thus enforcecessary so that the remaining terms and provisions herein may be consistent with Type 2 - Page 3 of 3
Revised: September 2011

Richmond City CouncilApril 18, 2023

Richmond City Council
April 18, 2023