Richmond City Council
November 7, 2023

RICHMOND HOUSING AUTHORITY

PURCHASE OF SERVICES CONTRACT
Project Mgr: __________________________________ Project Mgr Phone No:

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:
(NAME) _________________________________
(Street Address) ___________________________
(City, State, Zip Code) ______________________
(Taxpayer ID No.) ________________________
(Vendor No.)
(Richmond Business License No.) ________________ (Expiration Date) An California [ ] corporation, [ ] partnership, [ ] private individual, [ ] nonprofit corporation, [ ] religious institution, [ ] sole proprietor, [ ] other (Please check appropriate box)

2. Term. The effective date of this Contract is
unless terminated as provided herein.
and it terminates

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

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

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

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

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

HOUSING AUTHORITY OF CONTRACTOR:

THE CITY OF RICHMOND
By ________________________________________ By __________________________________ Title Title
Date Signed ________________________________ Date Signed

LIST OF ATTACHMENTS:

Service Plan
Payment Provisions
Insurance Provisions
General Conditions
Special Conditions
(*The Corporation Chief Financial Officer, Secretary or Assistant Secretary should sign below.)
By _________________________________
Title ________________________________
Date Signed __________________________
(NOTE: Pursuant to California Corporations
Code Section 313, if Contractor is a
corporation or nonprofit corporation, this
Contract (1) must be signed by (a) the
Chairperson of the Board, President or Vice
President and (b) the Secretary, any Assistant
Secretary, the Chief Financial Officer or any
Assistant Treasurer

SERVICE PLAN

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

SHALL NOT PAY FOR SERVICES THAT EXCEED THE CONTRACT PAYMENT LIMIT

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

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

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

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

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

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

Attention: Accounts Payable, Finance
Department Project Manager:

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, 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
1 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.

GENERAL CONDITIONS Page 3

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

5.2.2.3 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.

7. 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 4

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

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

10. Choice of Law and Jurisdiction.

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

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

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

12. No Waiver by Authority. Subject to Paragraph 9 (Disputes) of these General Conditions, inspections or approvals, or statements by any officer, agent or employee of the AUTHORITY relating to the CONTRACTOR's performance, or payments therefor, or any combination of these acts, shall not relieve the CONTRACTOR'S obligation to 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 5
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 conflicts of interest. If CONTRACTOR is a corporation, CONTRACTOR agrees to furnish to the AUTHORITY upon demand a valid copy of its most recently adopted bylaws and also a complete and accurate list of its governing body (Board of Directors or Trustees) and to timely update said bylaws or the list of its governing body as changes in such governance occur.

16. Confidentiality.

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

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

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

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

18. Indemnification. The CONTRACTOR shall defend, save harmless and indemnify the AUTHORITY and its officers, agents and employees from any and all claims, costs and GENERAL CONDITIONS Page 6
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 7

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 8
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 or portions or applications GENERAL CONDITIONS Page 9
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:

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

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.

SPECIAL CONDITIONS

1. Contractor shall provide the services set forth in the document entitled Scope of Work and which are attached hereto and incorporated herein by this reference.

2. In addition to the General Conditions set forth herein, Contractor shall comply with the terms and conditions set forth in the documents entitled "General Conditions for Non- Construction Contracts Section I" (HUD-5370-C), "Certifications and Representations of Offerors" (HUD-5369-C), "Certification Regarding Debarment and Suspension" (HUD- 2992), and "Equal Employment Opportunity Certification" (HUD-92010) which is attached hereto and incorporated herein by this reference. If there are any conflicts between the terms and conditions set forth in the General Conditions set forth herein and the terms and conditions set forth in the attached document, the terms and conditions set forth in the attached document shall take precedence and shall prevail.

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

SCOPE OF WORK
• Providing RHA with a range of financial advisory services for assessment of, and strategic, business, and financial planning for, RHA to manage its portfolio of public housing, Low-Income Housing Tax Credit (LIHTC) housing and special to assure its appropriate reinvestment, rehabilitation, and, if appropriate, its redevelopment.
• Analyzing project financial, economic, and development feasibility, and compliance with the requirements and competitive criteria of leverage sources of funding, both public (HUD and other) and private sector, of developer proposals for financial assistance from RHA.
• Providing market real estate and demographic analysis for RHA as required for affordable housing and mixed income/mixed use development and/or financing supported by RHA.
• Support the strategy for revitalization of RHA’s public housing properties (Nevin Plaza, Nystrom, Richmond Village I, II, and II, Hacienda, others) that may include rehabilitation or demolition and new development on some sites and disposition of others based on an assessment of market land values and disposition opportunities, site development and leveraged financing opportunities and constraints, carrying costs, community issues, and other relevant factors determined in conjunction with RHA staff.
• Determining RHA’s development role and RHA ownership entity (e.g., general partner, co-general partner, guarantor, lender, and others) for each public housing redevelopment project, and its component parts based on the ongoing assessment of RHA’s staff and financial capacity, and the City’s interests. • Reviewing existing loan agreement or other documentation regarding the City of Richmond’s investment into RHA’s affordable housing assets. • Prepare estimates of project gap financing requirements for, and proceeds from, the rehabilitation, redevelopment and/or sale of Nevin Plaza, Nystrom, Richmond Village (I, II and/or III) and the Hacienda surplus parcel.

Position Hourly Reimbursement Rate
Principal I $370
Principal II $340
Senior Associate $320
Associate $285
Research Associate I $255
Research Associate II $250

U.S. Department of Housing and UrbanDev
elopment
Office of Public and Indian Housing
Office of Labor Relations
OMB Approval No. 2577-0157 (exp. 11/3 0/202 3)
General Conditions for Non-Construction
Contracts
Section I – (With or without Maintenance Work)
Public Reporting Burden for this collection of information is estimated to average one hour 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. HUD may not conduct or sponsor, and an applicant is not required to respond to a collection of information unless it displays a currently valid OMB control number.

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.
1) Non-construction contracts (without maintenance)
greater than $150,000 - use Section I;
2) Maintenance contracts (including nonroutine
maintenance as defined at 24 CFR 905.100) greater than
$2,000 but not more than $150,000 - use Section II; and 3) Maintenance contracts (including nonroutine
maintenance), greater than $150,000 – use Sections I
and II.

Section I - Clauses for All Non-Construction Contracts greater than $150,000

1. Definitions
The following definitions are applicable to this contract:
(a) "Authority or Housing Authority (HA)" means the
Housing Authority.
(b) "Contract" means the contract entered into between the Authority and the Contractor. It includes the contract form, the Certifications and Representations, these contract
clauses, and the scope of work. It includes all formal
changes to any of those documents by addendum, Change
Order, or other modification.
(c) "Contractor" means the person or other entity entering into the contract with the Authority to perform all of the work required under the contract.
(d) "Day" means calendar days, unless otherwise stated. (e) "HUD" means the Secretary of Housing and Urban
development, his delegates, successors, and assigns, and the officers and employees of the United States
Department of Housing and Urban Development acting for
and on behalf of the Secretary.

2. Changes
(a) The HA may at any time, by written order, and without notice to the sureties, if any, make changes within the general scope of this contract in the services to be
performed or supplies to be delivered.
(b) If any such change causes an increase or decrease in the hourly rate, the not-to-exceed amount of the contract, or the time required for performance of any part of the work under this contract, whether or not changed by the order, or otherwise affects the conditions of this contract, the HA shall make an equitable adjustment in the not-to-exceed amount, the hourly rate, the delivery schedule, or other affected terms, and shall modify the contract accordingly. (c) The Contractor must assert its right to an equitable adjustment under this clause within 30 days from the date of receipt of the written order. However, if the HA decides that the facts justify it, the HA may receive and act upon a (e) No services for which an additional cost or fee will be charged by the Contractor shall be furnished without the prior written consent of the HA.

3. Termination for Convenience and Default
(a) The HA may terminate this contract in whole, or from time to time in part, for the HA's convenience or the failure of the Contractor to fulfill the contract obligations (default). The HA shall terminate by delivering to the Contractor a written Notice of Termination specifying the nature, extent, and effective date of the termination. Upon receipt of the notice, the Contractor shall: (i) immediately discontinue all services affected (unless the notice directs otherwise); and (ii) deliver to the HA all information, reports, papers, and other materials accumulated or generated in performing
this contract, whether completed or in process.
(b) If the termination is for the convenience of the HA, the HA shall be liable only for payment for services rendered
before the effective date of the termination.
(c) If the termination is due to the failure of the Contractor to fulfill its obligations under the contract (default), the HA may (i) require the Contractor to deliver to it, in the manner and to the extent directed by the HA, any work as
described in subparagraph (a)(ii) above, and compensation be determined in accordance with the Changes clause,
paragraph 2, above; (ii) take over the work and prosecute the same to completion by contract or otherwise, and the Contractor shall be liable for any additional cost incurred by the HA; (iii) withhold any payments to the Contractor, for the purpose of off-set or partial payment, as the case may
be, of amounts owed to the HA by the Contractor.
(d) If, after termination for failure to fulfill contract obligations (default), it is determined that the Contractor had not failed, the termination shall be deemed to have been effected for the convenience of the HA, and the Contractor shall been titled to payment as described in paragraph (b) above.
(e) Any disputes with regard to this clause are expressly made subject to the terms of clause titled Disputes herein.

4. Examination and Retention of Contractor's Records
(a) The HA, HUD, or Comptroller General of the United States, or any of their duly authorized representatives shall, until 3 years after final payment under this contract, have access to and the right to examine any of the Contractor's directly pertinent books, documents, papers, or other records
involving transactions related to this contract for the purpose of making audit, examination, excerpts, and
transcriptions.

Section I - Page 1 of 7
form HUD-5370-C (01/2014)
(b) The Contractor agrees to include in first-tier subcontracts under this contract a clause substantially the same as
A breach of these Contract clauses may be grounds for
paragraph (a) above. "Subcontract," as used in this clause, termination of the Contract and for debarment or denial of excludes purchase orders not exceeding $10,000.
participation in HUD programs as a Contractor and a
(c) The periods of access and examination in paragraphs (a) subcontractor as provided in 24 CFR Part 24.
and (b) above for records relating to:
(i) appeals under the clause titled Disputes;

9. Assignment of Contract
(ii) litigation or settlement of claims arising from the performance of this contract; or,
The Contractor shall not assign or transfer any interest in this (iii) costs and expenses of this contract to which the HA, contract; except that claims for monies due or to become due HUD, or Comptroller General or any of their duly
from the HA under the contract may be assigned to a bank, authorized representatives has taken exception shall
trust company, or other financial institution. If the Contractor is continue until disposition of such appeals, litigation, a partnership, this contract shall inure to the benefit of the claims, or exceptions.
surviving or remaining member(s) of such partnership approved by the HA.

5. Rights in Data (Ownership and Proprietary Interest)

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

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

The contractor shall comply with all mandatory standards and policies relating to energy efficiency which are contained in the

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

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

12. Inspection and Acceptance
this contract, pending final resolution of any request for (a) The HA has the right to review, require correction, if relief, claim, appeal, or action arising under the contract, necessary, and accept the work products produced by the and comply with any decision of the HA.

Contractor. Such review(s) shall be carried out within 30

8. Contract Termination; Debarment
days so as to not impede the work of the Contractor. Any Section I - Page 2 of 7
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 government.
later date if extended by the HA.
"Officer or employee of an agency" includes the following (c) Failure by the Contractor to proceed with reasonable individuals who are employed by an agency:
promptness to make necessary corrections shall be a
(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. section 202, title 18, U.S.C.;
(iii) A special Government employee as defined in section

13. Interest of Members of Congress
202, title 18, U.S.C.; and,
(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 employee of a person requesting or receiving a Federal
thereafter, have any interest, direct or indirect, in this contract or 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 (i)
The awarding of any Federal contract;
Columbia, the Commonwealth of Puerto Rico, a territory or (ii) The making of any Federal grant;
possession of the United States, an agency or instrumentality of (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
(i)
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 I - Page 3 of 7
form HUD-5370-C (01/2014)
(1) Agency and legislative liaison by Own
person requesting or receiving a
Employees.
covered Federal action or an extension,
(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"
any covered Federal action:
shall be limited to advice and analysis
(1) Discussing with an agency (including
directly applying any professional or
individual demonstrations) the qualities and
technical discipline.
characteristics of the person's products or
(c) Requirements imposed by or pursuant to law
services, conditions or terms of sale, and service
as a condition for receiving a covered
capabilities; and,
Federal award include those required by law
(2) Technical discussions and other
or regulation, or reasonably expected to be
activities regarding the application or adaptation
required by law or regulation, and any other
of the person's products or services for an
requirements in the actual award
agency's use.
documents.
(d) The following agency and legislative liaison
(d) Only those services expressly authorized by
activities are permitted where they are prior to
subdivisions (b)(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
(i)
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
(ii) 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
subject to civil penalties as provided for by 31 U.S.C. 1352. covered Federal action or an extension,
An imposition of a civil penalty does not prevent the
continuation, renewal, amendment, or
Government 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 (ii) 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 7
form HUD-5370-C (01/2014)

16. E qual Employment Opportunity
During the performance of this contract, the
Contractor/Seller agrees as follows:
(a)
The [contractor/seller] will not discriminate against any emplo yee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, disability, or national origin. The [contractor/seller] will take affirmative action to ensure that appli

cants are employed, and that employees are treated during employm ent, without regard to their race, color, religion, sex, sexual orienta­ tion, gender identity, disability, or national origin. Such action shall in clude, but not be limited to the following: Employment, upgrading, demotion, or transfer, recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selec­ tion for training, including apprenticeship. The [contractor/seller] agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause. (b)
The [contractor/seller] will, in all solicitations or advertisement s for employees placed by or on behalf of the [contractor/seller], state that all qualified applicants will receive consideration for employ ment without regard to race, color, religion, sex, sexual orientation, gender identity, disability, or national origin.
(c)
The [contractor/seller] will not discharge or in any other man­ ner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or ano­ ther employee or applicant. This provision shall not apply to instance s in which an employee who has access to the compensation inform ation of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other em ployees or applicants to individuals who do not otherwise have acces s to such information, unless such disclosure is in response to a form al complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the emplo yer, or is consistent with the [contractor/seller]'s legal duty to furnish information.
(d)The [contractor/seller] will send to each labor union or representat ive of workers with which it has a collective bargaining agreement or oth er contract or understanding, a notice to be provided by the agency contr acting officer, advising the labor union or workers' representative of the [contractor/seller] 's commitments under section 202 of Executive Order 11246 of September 24, 1965, and shall post copies of the notice in cons picuous places available to employees and applicants for employment. (e)
The [contractor/seller] will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor.
f)The [contractor/seller] will furnish all information and reports re quired by Executive Order 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the contracting agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders.
(g)In the event of the [contractor/seller]’s non­compliance with the nondiscrimination clauses of this contract or with any of such rule

s, regulations, or orders, this contract may be canceled, terminated or suspended in whole or in part and the [contractor/seller] may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies in voked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as other­ wise provided by law.
(g)In the event of the [contractor/seller]’s non­compliance with the nondiscrimination clauses of this contract or with any of such rules, regulations, or orders, this contract may be canceled, termin

ated or suspended in whole or in part and the [contractor/seller] may be declared ineligible for further Government contracts in acc ordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law.
(h)
The [contractor/seller] will include the provisions of paragraphs (a)
through (h) in every subcontract or purchase order unless exe mpted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each sub[contractor/seller] or vendor. The [contractor/seller] will take such action with respect to any subcontract or purchase order as may be directed by the Secretary of Labor as a means of enforcing such provisions including sanctions for noncompliance:

Provided, however, that in the event the [contractor/seller] becomes involved in, or is threatened with, litigation with a sub­ contractor or vendor as a result of such direction, the [contractor/ seller] may request the United States to enter into such litigation to protect the interests of the United States.
1 7. E
qual Opportunity for Workers with Disabilities

1.The [contractor/seller] will not discriminate against any e mployee or applicant for employment because of physical or mental disability in regard to any position for which the employee or applican

t for employment is qualified. The [contractor/seller] agrees to take aff irmative action to employ and advance in employment individuals wit h disabilities, and to treat qualified individuals without discrimination o n the basis of their physical or mental disability in all employment pra ctices, including the following:
i.Recruitment, advertising, and job application procedures; ii.Hiring, upgrading, promotion, award of tenure, demotion, transfer, layoff, termination, right of return from layoff and rehiring; iii.Rates of pay or any other form of compensation and chan

ges in compensation;
iv.Job assignments, job classifications, organizational struct ures, position descriptions, lines of progression, and seniority lists; v.Leaves of absence, sick leave, or any other leave;
vi.Fringe benefits available by virtue of employment,
whether or not administered by the [contractor/seller]; vii.Selection and financial support for training, including app

renticeship, professional meetings, conferences, and other related activities, and selection for leaves of absence to pursue training; viii.Activities sponsored by the [contractor/seller]
including
social or recreational programs; and
ix.Any other term, condition, or privilege of employment.

2.The [contractor/seller] agrees to comply with the rules, regulations, and relevant orders of the Secretary of Labor issued pursuant to the act.

3.In the event of the [contractor/seller] noncompliance with the requirements of this clause, actions for noncompliance may be taken in accordance with the rules, regulations, and relevant orders of the Secretary of Labor issued pursuant to the act.

4.The [contractor/seller] agrees to post in conspicuous places, available to employees and applicants for employment, notices in a form to be prescribed by the Director, Office of Federal Contract Compliance Programs, provided by or through the contracting officer.

Such notices shall state the rights of applicants and employees as well as the [contractor/seller] 's obligation under the law to take affirmative action to employ and advance in employment qualified employees and applicants with disabilities.

Section I - Page 5 of 7 form HUD-5370-C (01/2014)

The [contractor/seller] must ensure that applicants or employees with disabilities are provided the notice in a form that is accessible and understandable to the individual applicant or employee (e.g., providing Braille or large print versions of the notice, or posting a copy of the notice at a lower height for easy viewing by a person using a wheelchair). With respect to employees who do not work at a physical location of the [contractor/seller] , a [contractor/seller] will satisfy its posting obligations by posting such notices in an electronic format, provided that the [contractor/seller] provides computers, or access to computers, that can access the electronic posting to such employees, or the [contractor/seller] has actual know ledge that such employees otherwise are able to access the electro nically posted notices. Electronic notices for employees must be post ed in a conspicuous location and format on the company's intranet or sent by electronic mail to employees. An electronic posting must be used by the [contractor/seller] to notify job applicants of their rights if the [contractor/seller] utilizes an electronic application process. Such electronic applicant notice must be conspicuously stored with, or as part of, the electronic application.
5 .The [contractor/seller] will notify each labor organization or representative of workers with which it has a collective bargaining agreement or other contract understanding, that the [contractor/ seller] is bound by the terms of section 503 of the Rehabilitation Act of 1973, as amended, and is committed to take affirmative action to employ and advance in employment, and shall not discriminate against, individuals with physical or mental disabilities. 6 .The [contractor/seller] will include the provisions of this clause in every subcontract or purchase order in excess of $ 10,000, unless exempted by the rules, regulations, or orders of the Secretary issued pursuant to section 503 of the act, as amended, so that such provisions will be binding upon each subcontractor or vendor. The contractor will take such action with respect to any subcontract or purchase order as the Director, Office of Federal Contract Compliance Programs may direct to enforce such provisions, including action for noncompliance.
7 .The [contractor/seller] must, in all solicitations or advertisements for employees placed by or on behalf of the [contractor/seller], state that all qualified applicants will receive consideration for employment and will not be discriminated against on the basis of disability. 1 8. D
issemination or Disclosure of Information
N
o information or material shall be disseminated or disclosed to the general public, the news media, or any person or
organization without prior express written approval by the HA. 1 9. C
ontractor's Status
I
t is understood that the Contractor is an independent contractor and is not to be considered an employee of the HA, or assume any right, privilege or duties of an employee, and shall save harmless the HA and its employees from claims suits, actions and costs of every description resulting from the Contractor's activities on behalf of the HA in connection with this Agreement. 2 0. O
ther Contractors
H
A may undertake or award other contracts for additional work at or near the site(s) of the work under this contract. The contractor shall fully cooperate with the other contractors and with HA and HUD employees and shall carefully adapt
scheduling and performing the work under this contract to accommodate the additional work, heeding any direction that may be provided by the Contracting Officer. The contractor shall not commit or permit any act that will interfere with the performance of work by any other contractor or HA employee. 2 1. L iens
T
he Contractor is prohibited from placing a lien on HA's property. This prohibition shall apply to all subcontractors. 2 2. T
raining and Employment Opportunities for
Residents in the Project Area (Section 3, HUD Act of 1968; 24 CFR 135)
(
a) T
he work to be performed under this contract is
subject to the requirements of section 3 of the
Housing and Urban Development Act of 1968, as
amended, 12 U.S.C. 1701u (section 3). The purpose of
section 3 is to ensure that employment and other
economic opportunities generated by HUD assistance
or HUD-assisted projects covered by section 3, shall,
to the greatest extent feasible, be directed to low-and very low-income persons,
particularly persons who are recipients of
HUD assistance for housing.
(
b) T
he parties to this contract agree to comply with HUD's
regulations in 24 CFR Part 135, which implement
section 3. As evidenced by their execution of this
contract, the parties to this contract certify that they are under no contractual or other impediment that would
prevent them from complying with the Part 135
regulations.
(
c) T
he contractor agrees to send to each labor
organization or representative of workers with which
the contractor has a collective bargaining agreement or other understanding, if any, a notice advising the labor organization or workers' representative of the
contractor's commitments under this section 3 clause,
and will post copies of the notice in conspicuous places at the work site where both employees and applicants
for training and employment positions can see the
notice. The notice shall describe the section 3
preference, shall set forth minimum number and job
titles subject to hire, availability of 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) T
he 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) N
oncompliance 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
(
f) N
oncompliance 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.
2 2. P
rocurement of Recovered Materials
(
a) I
n 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
Section I - Page 6 of 7 form HUD-5370-C (01/2014)

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
p
urchased under this contract where: (1) the
Contractor purchases in excess of $10,000 of the item
under this contract; or (2) during the preceding
Federal fiscal year, the Contractor: (i) purchased any
amount of the items for use under a contract that was
funded with Federal appropriations and was with a
Federal agency or a State agency or agency of a
political subdivision of a State; and (ii) purchased a
total of in excess of $10,000 of the item both
under and outside that contract
Section I - Page 7 of 7 form HUD-5370-C (01/2014)

Certification A: Certification Regarding Debarment, Suspension, and Other Responsibility Matters - Pri mary Covered Transactions

1. The prospective primary participant certifies to the best of its knowl- edge and belief that its principals;
a. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal debarment or agency;
b. Have not within a three-year period preceding this proposal, been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtain- ing, attempting to obtain, or performing a public (Federal, State, or local) transaction or contract under a public transaction; violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification, or destruction of records, making false statements, or receiving stolen property;
c. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State, or local) with commission of any of the offenses enumerated in paragraph (1)(b) of this certification; and
d. Have not within a three-year period preceding this application/ proposal had one or more public transactions (Federal, State, or local) terminated for cause or default.

2. Where the prospective primary participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal.

Instructions for Certification (A)

1. By signing and submitting this proposal, the prospective primary participant is providing the certification set out below.

2. The inability of a person to provide the certification required below will not necessarily result in denial of participation in this covered transaction. The prospective participant shall submit an explanation of why it cannot provide the certification set out below. The certifi- cation or explanation will be considered in connection with the department or agency’s determination whether to enter into this transaction. However, failure of the prospective primary participant to furnish a certification or an explanation shall disqualify such person from participation in this transaction.

3. The certification in this clause is a material representation of fact upon which reliance was place when the department or agency deter- mined to enter into this transaction. If it is later determined that the prospective primary participant knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government, the department or agency may terminate this transaction for cause of default.

4. The prospective primary participant shall provide immediate writ- ten notice to the department or agency to whom this proposal is submitted if at any time the prospective primary participant learns that its certification was erroneous when submitted or has become errone- ous by reason of changed circumstances.

5. The terms covered transaction, debarred, suspended, ineligible, lower tier covered transaction, participant, person, primary cov- ered transaction, principal, proposal, and voluntarily excluded , as used in this clause, have the meanings set out in the Definitions and Coverage sections of the rules implementing Executive Order 12549.

You may contact the department or agency to which this proposal is being submitted for assistance in obtaining a copy of these regulations.

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

7. The prospective primary participant further agrees by submitting this proposal that it will include the clause titled “Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclu- sion - Lower Tier Covered Transaction,” provided by the department or agency entering into this covered transaction, without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions.

8. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous.

A participant may decide the method and frequency by which it determines this eligibility of its principals. Each participant may, but is not required to, check the Nonprocurement List.

9. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings.

10. Except for transactions authorized under paragraph (6) of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal Government, the department or agency may terminate this transaction for cause of default.

Certification Regarding
Debarment and Suspension
U.S. Department of Housing
and Urban Development

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

1. The prospective lower tier participant certifies, by submission of this proposal, that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal depart- ment or agency.

2. Where the prospective lower tier participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal.

Instructions for Certification (B)

1. By signing and submitting this proposal, the prospective lower tier participant is providing the certification set out below.

2. The certification in this clause is a material representation of fact upon which reliance was placed when this transaction was entered into.

If it is later determined that the prospective lower tier participant knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government, the department or agency with which this transaction originated may pursue available remedies, including suspension and/or debarment.

3. The prospective lower tier participant shall provide immediate written notice to the person to which this proposal is submitted if at any time the prospective lower tier participant learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances.

4. The terms covered transaction, debarred, suspended, ineligible, lower tier covered transaction, participant, person, primary cov- ered transaction, principal, proposal, and voluntarily excluded , as used in this clause, have the meanings set out in the Definitions and Coverage sections of rules implementing Executive Order 12549. You may contact the person to which this proposal is submitted for assis- tance in obtaining a copy of these regulations.

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

6. The prospective lower tier participant further agrees by submitting this proposal that it will include this clause titled “Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclu- sion - Lower Tier Covered Transaction,” without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions.

7. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous.

A participant may decide the method and frequency by which it determines the eligibility of its principals. Each participant may, but is not required to, check the Nonprocurement List.

8. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings.

9. Except for transactions authorized under paragraph (5) of these instructions, if a participant in a lower covered transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred, ineligible, or voluntarily excluded from partici- pation in this transaction, in addition to other remedies available to the Federal Government, the department or agency with which this trans- action originated may pursue available remedies including suspension and/or debarment.

Applicant Date
Signature of Authorized Certifying Official T itle

___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements - Type 2:

Professional Services

Type 2 – Page 1 of 3

Revised: September 2011
In all instances where CONTRACTOR or its representatives will provide professional services (architects, engineers, construction management, counselors, medical professionals, hospitals, clinics, attorneys, consultants, accountants, etc.) to the City of Richmond (City), the City requires the following MINIMUM insurance requirements and limits.

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

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

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

Original, signed certificates and original, separate policy endorsements, naming the City as an additional insured for general liability coverage, as well as a waiver of subrogation for Workers’ Compensation insurance, shall be received and approved by the City before any work may begin. However, failure to do so shall not operate as a waiver of these insurance requirements.

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

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

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

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

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

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

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

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

6. Professional Liability or Errors & Omissions Liability Insurance appropriate to the CONTRACTOR’s profession (if required.)

Required Coverage Minimum Limits
Workers’ Compensation and
Employers’ Liability
Statutory limits as required by the State of California including $1 million Employers’ Liability per accident, per employee for bodily injury or disease.

If CONTRACTOR
is self-insured, provide a certificate of Permission to Self- Insure, signed by the California Department of Industrial Relations and Self- Insurance. If contractor is a sole proprietor (has no employees) than contractor must sign “Contractor Release of Liability” found at:
http://www.ci.richmond.ca.us/index.aspx?nid=61.

General Liability
(primary and excess limits
combined)
$2,000,000 per occurrence for bodily injury, personal injury and property damage. If the policy includes a general aggregate, either the general aggregate shall apply separately to this project, service or location or the minimum required aggregate limit shall be twice the per occurrence limit ($4 million aggregate limit).

Policy shall be endorsed to name the City of Richmond as an additional insured per the conditions detailed below.
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements - Type 2:

Professional Services

Type 2 – Page 2 of 3

Revised: September 2011
Automobile Liability $1,000,000 per occurrence for bodily injury and property damage.

PROJECT COST R EQUIRED LIMIT
$0 - $1 million $1 million p/o
$1 million - $5 million $2 million p/o
Over $5 million $5 million p/o

Professional Liability or Errors &
Omissions Liability –
Required for all professionals
including architects, engineers,
consultants, construction
management, counselors, medical
professionals, hospitals, clinics,
attorneys and accountants, & other
consultants as may be required by
the City.

Required Policy Conditions
Additional Insured Endorsement

Applicable to General Liability coverage.

The City of Richmond, its officers, officials, employees, agents and volunteers are to be named as additional insureds for all liability arising out of the operations by or on behalf of the named insured including bodily injury, deaths and property damage or destruction arising in any respect directly or indirectly in the performance of this contract.

ISO form CG 20 10 (11/85) or its equivalent is required. If the Contractor is supplying their product or providing a service then the endorsement must not
exclude products and completed operations
coverage. If it does, then CG 20 37 (10/01) is also required.

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

Primary and Noncontributory The contractor’s insurance coverage must be primary coverage as it pertains to the City, its officers, officials, employees, agents and volunteers. Any insurance or self insurance maintained by the City is wholly separate from the insurance of the contractor and in no way relieves the contractor from its responsibility to provide insurance.

Waiver of Subrogation
Endorsement Form
Contractor’s insurer will provide a Waiver of Subrogation in favor of the City for Workers’ Compensation Insurance during the life of this contract.

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

Deductibles and Self-Insured
Retentions
Any deductible or self-insured retention must be declared to and approved by the City. At the option of the City either the insurer shall reduce or eliminate such deductibles or self-insured retention as respects the City or the CONTRACTOR shall procure a financial guarantee in an amount equal to the deductible or self-insured retention guaranteeing payment of losses and related investigations, claims administration and defense expenses.

Contractor is responsible for satisfaction of the deductible and/or self-insured retention for each loss.

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

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

___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements - Type 2:

Professional Services

Type 2 – Page 3 of 3

Revised: September 2011
Claims-Made Policies
If any insurance policy is written on a claims-made form: 1) the retroactive date must be shown, and must be before the date of the contract or the beginning of contract work. 2) Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. 3) If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective date, the Contractor must purchase an extended period coverage for a minimum of five (5) years after completion of contract work.

Subcontractors

CONTRACTOR
shall include all subcontractors as insured under its policies or shall furnish to the City for review and approval, separate certificates and endorsements for each subcontractor. All coverage for subcontractors shall be subject to all of the requirements stated herein.

CONTRACTOR agrees to defend and indemnify the City of Richmond for any damage resulting to it from failure of either CONTRACTOR or any subcontractor to take out or maintain the required insurance policies.

The fact that
insurance is obtained by CONTRACTOR, and/or CONTRACTOR’s subcontractors, will not be deemed to release or diminish the liability of CONTRACTOR, including, without limitation, liability under the indemnity provisions of this contract. Damages recoverable by CITY from CONTRACTOR or any third party will not be limited by the amount of the required insurance coverage.

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

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

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

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

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

If services or the scope of work extend beyond the expiration dates of the required insurance policies initially approved by the City, CONTRACTOR must provide updated certificates and endorsements indicating that the required coverage, terms and conditions are still in place. Renewal certificates and updated endorsements shall be mailed to the Designated Project Manager.

Cancellation
CONTRACTOR shall ensure that coverage shall not be cancelled, reduced or otherwise materially changed except after thirty (30) days’ prior written notice has been given to the City.

Reporting Requirements

Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees or volunteers.

Consistent with Public Policy
The insuring provisions, insofar as they may be judged to be against public policy shall be void and unenforceable only to the minimum extent necessary so that the remaining terms and provisions herein may be consistent with public policy and thus enforceable.