Richmond City Council
August 19, 2025

PLEASE NOTE: HYBRID MEETING FORMAT

- SPECIAL MEETING OF THE RICHMOND HOUSING AUTHORITY
- REGULAR MEETING OF THE RICHMOND CITY COUNCIL

Tuesday, August 19, 2025, 3:30 p.m.

Community Services Building
440 Civic Center Plaza
Richmond, CA 94804
Members:

Eduardo Martinez, Mayor at Large
Jamelia Brown, Councilmember District 1
Cesar Zepeda, Vice Mayor, District 2
Doria Robinson, Councilmember District 3
Soheila Bana, Councilmember District 4
Sue Wilson, Councilmember District 5
Claudia Jimenez, Councilmember District 6
Jaycine Scott, Housing Authority Tenant Commissioner
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Pages
4 A. OPEN SESSION TO HEAR PUBLIC COMMENT BEFORE CLOSED SESSION 3:30 p.m.

B. ROLL CALL
C. CITY COUNCIL

C.1 CONFERENCE WITH LEGAL COUNSEL - EXISTING LITIGATION (paragraph (1) of Subdivision [d] of Government Code Section 54956.9) C.2 CONFERENCE WITH REAL PROPERTY NEGOTIATOR (Government Code Section 54956.8)
Property: Point Molate (site of former Naval Shipyard Depot) Agency Negotiator: Dave Aleshire, City Attorney
Negotiating Parties: East Bay Regional Park District & Tribe & Upstream Pt. Molate LLC
Under negotiation: Price and terms of payment
•
Property: 1414 Harbour Way South
Agency Negotiator: Dave Aleshire, City Attorney
Negotiating Parties: Orton Entertainment, LLC
Under Negotiation: Price, Terms of Payment
•
C.3 LIABILITY CLAIMS (Government Code Section 54956.9)
• Claimant: Terminal One Development, LLC
C.4 CONFERENCE WITH LEGAL COUNSEL - ANTICIPATED LITIGATION (initiation of litigation pursuant to paragraph (4) of Subdivision (d) of Government Code Section 54956.9)
• One case
D. PUBLIC COMMENT BEFORE CLOSED SESSION (limited to items on the Closed Session agenda only)
E. ADJOURN TO CLOSED SESSION
________________________________________________________ 5 F. SPECIAL MEETING OF THE RICHMOND HOUSING AUTHORITY
4:55 p.m.

G. PLEDGE OF ALLEGIANCE
H. ROLL CALL
I. STATEMENT OF CONFLICT OF INTEREST
J. AGENDA REVIEW
K. HOUSING AUTHORITY OPEN FORUM
L. HOUSING AUTHORITY CONSENT CALENDAR
L.1 Approval of a Sole-Source License Agreement with Yardi Systems, Inc. for Housing Management Software
13 ADOPT a resolution approving a three-year sole-source license agreement with Yardi Systems, Inc. to provide the computer software required to administer the Low-Income Housing Program in an amount not to exceed $60,000 ending June 30, 2028 - Richmond Housing Authority (Antoinette Terrell/Gregory Palomino 510-621-1361).

L.2 Contract with Brightview Landscape Services, Inc. for Landscaping Services at Nystrom Village and Hacienda Excess Lot
35 ADOPT a resolution approving a contract with Brightview Landscape Services, Inc. in an amount not to exceed $230,000, with a term beginning, August 20, 2025, and ending June 30, 2027, for landscaping services at Nystrom Village and Hacienda Excess Lot - Richmond Housing Authority (Antoinette Terrell 510-620-6784/Gregory Palomino 510-621-1361).

L.3 Meeting Minutes 150
APPROVE the minutes of the June 17, 2025, special Joint Housing Authority/City Council meeting, the June 24, 2025, special Housing Authority meeting, and the July 1, 2025, regular Housing Authority meeting - City Clerk's Office (Pamela Christian 510-620-6513).

L.4 Contract with Macias Gini & O’Connell LLP (MGO) for Tax Preparation Services
157
ADOPT a resolution approving a contract with Macias Gini & O’Connell LLP, to provide tax preparation services for the Richmond Housing Authority and its affiliated corporations for an amount not to exceed $24,000 commencing August 19, 2025, and terminating June 30, 2028 – Richmond Housing Authority (Antoinette Terrell 510-621-1300).

M. ADJOURNMENT
_______________________________________________________ 6 N. REGULAR MEETING OF THE RICHMOND CITY COUNCIL
5:00 p.m.

O. ROLL CALL
P. STATEMENT OF CONFLICT OF INTEREST
Q. AGENDA REVIEW
R. REPORT FROM THE CITY ATTORNEY OF FINAL DECISIONS MADE DURING

CLOSED SESSION
S. REPORT FROM THE CITY MANAGER (public comment allowed under Open Forum) T. COMMENDATIONS, PRESENTATIONS, AND PROCLAMATIONS
T.1 Proclamation Welcoming the Visit of the Golden Rule Peace Boat to the City of Richmond
195
PROCLAMATION Welcoming the Visit of the Golden Rule Peace Boat to the City of Richmond - Mayor Eduardo Martinez (510-620-6503) T.2 Proclamation Commemorating the Service of Stewart Winchester on the Richmond Urban Forest Advisory Committee
198
PROCLAMATION Commemorating the Service of Stewart Winchester on the Richmond Urban Forest Advisory Committee - Mayor Eduardo Martinez (510- 620-6503) and Councilmember Doria Robinson (510-620-6568) U. OPEN FORUM FOR PUBLIC COMMENT
(public comment on items that remain on the Consent Calendar or items not on the agenda - limited to 2 minutes unless otherwise specified - Back and forth dialogue with the Council is prohibited)
V. CITY COUNCIL CONSENT CALENDAR
(All items placed under the Consent Calendar are considered to be routine and noncontroversial. These items will be enacted upon together with a motion and second, without discussion, of any member of the City Council, and each item shall be deemed to have received the action recommended.)
V.1 City Attorney's Office
V.1.a Amendments to Richmond Municipal Code Chapter 3.54 to add training component
201
ADOPT an ordinance (second reading) amending Richmond
Municipal Code Chapter 3.54 entitled “Community Police Review Commission” by adding Section 3.54.110 to establish a training program for commissioners of the Community Police Review Commission – City Attorney’s Office (Dave Aleshire 510-620-6509).

This item was continued from the July 1, 2025, meeting. 7 V.2 City Clerk's Office
V.2.a Meeting Minutes 212
APPROVE the corrected minutes of the December 3, 2024, regular City Council meeting (minutes corrected to add the votes for the consent calendar), and the June 3, June 17, June 24, and July 1, 2025, regular City Council meeting - City Clerk's Office (Pamela Christian 510-620-6513).

V.3 Community Development
V.3.a Contract Amendment No. 3 with NV5 Environmental, L.P. for Environmental Consulting Services
277
APPROVE a contract Amendment No. 3 with NV5 Environmental, L.P. (NV5), increasing the contract amount by $200,000, for a total contract amount not to exceed $436,300, for environmental consulting services related to the Miraflores Property, for a term ending October 5, 2026 – Community Development Department (Lina Velasco 510-620-6706).

V.4 Economic Development
V.4.a Lease Agreement Ratification for State Senator Jesse Arreguin District Office Space
360
RATIFY and APPROVE a lease with the Senate Rules Committee of California to allow Senator Jesse Arreguin to utilize approximately 377 square feet of office space of 440 Civic Center Plaza as his Senatorial District office, at a rate of $508.95 per month ($6,107.40 per year), for a beginning July 1, 2025, through November 30, 2029, and AUTHORIZE the city manager to execute the agreement – Economic Development Department (Craig Murray 510-307-8188).

V.4.b Marina Lease Equity Transfer 368
APPROVE an equity transfer of Marina Lease from Safe Harbors Marinas to BIP Poseidon Holdco L.P.; and APPROVE that SHM MBYH LLC will continue to operate the Marina Lease between the City of Richmond and Safe Harbors Marinas for the balance of the 55-year original lease term ending June 30, 2055 – Economic Development Department (Nannette J. Beacham/Craig Murray 510- 307-8188).
8 V.4.c Contract Amendment No. 2 with Haley and Aldrich for Dredging Survey and Maintenance
533
APPROVE a second contract amendment with Haley and Aldrich, Inc. in the amount of $33,300, for a revised not-to-exceed contract amount of $312,600, to perform pre- and post-dredge eelgrass surveys, and to secure permits for maintenance dredging the Marina Bay Yacht Harbor, with a contract term ending June 30, 2026 – Economic Development Department (Charles Gerard 510-620- 6792/Kyle Lam 510-620-6802).

V.4.d Contract with Remediation Risk Management, Inc. for Environmental Management Support
596
APPROVE a sole-source contract with Remediation Risk
Management, Inc. for the continued environmental management work of the City’s corporation yard as required by the California Regional Water Quality Control Board, in an amount not to exceed $229,607, with a term from July 1, 2025, through June 30, 2028 – Economic Development Department (Craig Murray 510-307-8188).

V.5 Finance Department
V.5.a Investment and Cash Balance Report, Monthly Overtime Reports, Documentary Transfer Tax Report, and Other Post-Employment Benefits (OPEB) and Pension Report for the Month of May 2025 638
RECEIVE the City’s Investment and Cash Balance Report, Monthly Overtime Reports, Documentary Transfer Tax Report, and Other Post-Employment Benefits (OPEB) and Pension Report for the month of May 2025 – Finance Department (Emily Combs 510-620-6740).

V.5.b Amendment of Authorized Signatures on the Local Investment Agency Fund
664
ADOPT a resolution revising the authorization list on the Local Agency Investment Fund (LAIF) account to reflect the current staff assignments – Finance Department (Emily Combs 510-620-6790).

V.5.c Investment and Cash Balance Report, Monthly Overtime Reports, Documentary Transfer Tax Report, and Other Post-Employment Benefits (OPEB) and Pension Report for the Month of June 2025 668
RECEIVE the City’s Investment and Cash Balance Report, Monthly Overtime Reports, Documentary Transfer Tax Report, and Other Post-Employment Benefits (OPEB) and Pension Report for the month of June 2025 – Finance Department (Emily Combs 510-620-6740).

V.5.d Annual Review and Update of Financial Policies 694 APPROVE a resolution adopting updated Financial Policies - Finance Department (Emily Combs 510-620-6790/Mubeen Qader 510-412- 2077/Jerry Gurule 510-620-6591).
9 V.6 Mayor's Office
V.6.a Reappointment of Xiomara Casias to the Human Rights and Human Relations Commission
982
REAPPOINT Xiomara Casias to the Human Rights and Human
Relations Commission with a term that expires on March 30, 2028 – Mayor’s Office (Mayor Eduardo Martinez 510-620-6503).

V.6.b Reappointment of Catelin Hibma to the Historic Preservation Commission
985
REAPPOINT Catelin Hibma to the Historic Preservation Commission with a term that expires on November 31, 2029 – Mayor’s Office (Mayor Eduardo Martinez 510-620-6503).

V.6.c Reappointment of Vita Rey to the Design Review Board 988 REAPPOINT Vita Rey to the Design Review Board with a term that expires on March 17, 2027 – Mayor’s Office (Mayor Eduardo Martinez 510-620-6503).

V.6.d Reappointment of Abhijeet Babu Prasad to the Richmond Youth Council
991
REAPPOINT Abhijeet Babu Prasad to the Richmond Youth Council, with a term that expires on October 1, 2025 – Mayor’s Office (Mayor Eduardo Martinez 510-620-6503).

V.6.e Appointment of Harlan Butt to the Recreation and Parks Commission 994 APPOINT Harlan Butt to the Recreation and Parks Commission, term expires October 26, 2026 – Mayor’s Office (Mayor Eduardo Martinez 510-620-6503).

V.6.f Appointment of Crystal Barton to the Community Crisis Response Program Advisory Board
996
APPOINT Crystal Barton to the Community Crisis Response Program Advisory Board, term expires December 31, 2026 – Mayor’s Office (Mayor Eduardo Martinez 510-620-6503).

V.6.g Appointment of Michael Warren to the Recreation and Parks Commission
999
APPOINT Michael Warren to the Recreation and Parks Commission, term expires October 26, 2028 – Mayor’s Office (Mayor Eduardo Martinez 510-620-6503).

V.6.h Appointment of Abigail Yarng to the Richmond Youth Council 1002 APPOINT Abigail Yarng to the Richmond Youth Council, term expires October 1, 2025 – Mayor’s Office (Mayor Eduardo Martinez 510-620- 6503).
10 V.7 Police Department
V.7.a Contract with Genasys, Inc. for Secured Messaging Services 1004 APPROVE a three-year contract with Genasys, Inc. for secure messaging services, from July 1, 2025, to June 30, 2028, in an amount not to exceed $30,000, which includes a $4,800 contingency to account for additional users added during the contract term – Police Department (Chief Bisa French 510-621-1802).

V.7.b Memorandum of Understanding (MOU) with the Richmond Police Activities League (RPAL) for continuation of academic tutoring and life skills mentoring to Youth
1144
APPROVE a Memorandum of Understanding (MOU) between the City of Richmond and the Richmond Police Activities League (RPAL) to subsidize RPAL staff and programs, ensuring that academic, athletic, and life-skills services offered by RPAL for the period July 1, 2025 – June 30, 2027, in an amount not to exceed $650,000 or $325,000 annually, and AUTHORIZE the city manager to negotiate and execute all necessary documents – Police Department (Chief Bisa French 510-621-1802).

V.7.c Contract Amendment No. 2 with ServiceMasters Restoration Services for Biohazard Removal
1156
APPROVE a second contract amendment with Sharjo, LLC, dba ServiceMaster Restoration Services, for on-call biohazard and unknown substance removal and disposal services in the amount of $150,000, for a new total contract amount not-to-exceed $265,000, with a contract term ending November 19, 2027 – Police Department (Chief Bisa French 510-621-1802).

V.8 Public Works
V.8.a Accept the Terminal 4 Wharf, Warehouse, and Piling Removal Project as Complete by Silverado Contractors, Inc.
1262
ADOPT a resolution accepting the Terminal 4 Wharf, Warehouse, and Piling Removal Project as complete; and AUTHORIZE the city clerk to record the Notice of Completion and the city engineer to release applicable bonds and retention – Public Works Department (Mike Owyang 510-621-1363/Robert Armijo 510-620-5477).

V.8.b Authorize City Manager to Award Contracts for The Lot (Mobile Vendor Plaza) Restroom Facility
1296
ADOPT a resolution authorizing the city manager to accept bids and award contract(s) for the Mobile Vendor Plaza restroom facility in an amount not to exceed $30,000; and AUTHORIZE the director of public works to approve change orders up to $6,000, provided that total project costs remain within the Council-approved budget for Fiscal Year 2025-2026 - Public Works Department (Darcie DeLashmutt 510-672-3944/Robert Armijo 510-620-5477).
11 V.8.c Contract with BKF Engineers for Engineering Services to Support the Feasibility Study of the Keller Beach Sanitary Sewer Main 1303
ADOPT a resolution to amend the Fiscal Year 2025–26 budget, APPROPRIATE $650,000 from the Wastewater Fund, and
APPROVE a contract with BKF Engineers for engineering services to support the Feasibility Study of the Keller Beach Sanitary Sewer Main, in an amount not to exceed $650,000; AUTHORIZE the city manager, or their designee, to execute the contract; and AUTHORIZE the director of Public Works, or their designee, to approve any change orders or amendments, if necessary, in an amount not to exceed $130,000, for a total feasibility phase amount not to exceed $780,000, with a term beginning July 1, 2025, through December 31, 2027 – Public Works Department (Robert Armijo 510- 620-5477/Hillal Hamdan 510-621-1612).

V.8.d Contracts with Nema Construction, Net Electric Inc., St. Francis Electric, and Telstar Instruments for On-Call Electrical Construction Services
1581
ADOPT a resolution approving on-call electrical construction services contracts with Nema Construction, Net Electric Inc., St. Francis Electric, and Telstar Instruments, each in an amount not to exceed $750,000 per year for a three-year term beginning August 21, 2025, through August 21, 2028, with two one-year extension options of $250,000 per year – Public Works Department (Dan Santos 510-620- 6645/Robert Armijo 510-620-5477).

W. NEW BUSINESS
W.1 Community Police Review Commission’s slate of recommendations to enhance transparency, strengthen accountability, and increase trust between RPD and community.
1693
DISCUSS and APPROVE advancing seven policy recommendations of the Community Police Review Commission into a meet and confer process with the Richmond Police Officer’s Association (RPOA) and the Richmond Police Management Association (RPMA) – City Attorney’s Office (Dave Aleshire 510- 620-6509). This item was continued from the July 1, 2025, meeting.

X. REPORTS OF OFFICERS: REFERRALS TO STAFF, AND GENERAL REPORTS (INCLUDING AB 1234 REPORTS)(limited to two minutes per Councilmember)(public comments allowed under Open Forum)
Y. ADJOURNMENT
________________________
12

August 19, 2025
Economic Development
Richmond Housing Authority (RHA)
DATE: August 19, 2025
TO: Chair Martinez and Members of the Board of
Commissioners of the Richmond Housing Authority
(RHA)
FROM: Nannette Beacham, Director of Economic Development Antoinette Terrell, RHA Executive Director
Gregory Palomino, Administrative Assistant
Subject: Approval of a Sole-Source License Agreement with Yardi Systems, Inc. for Housing Management Software
FINANCIAL IMPACT: The proposed three-year not to exceed cost is $60,000 for a license agreement with Yardi Systems, Inc. The
first-year cost is included in the Fiscal Year (FY) 2025-26 budget. The agreement will be funded through the U.S.

Housing and Urban Development annual allocation of
Operating Subsidy and rent from Public Housing
residents.

FY 2025-26 (Account String: 44545191-400209) $20,000
FY 2026-27 (Account String: 44545191-400209) $20,000
FY 2027-28 (Account String: 44545191-400209) $20,000

PREVIOUS COUNCIL
ACTION:

None.

STATEMENT OF THE
ISSUE:

The RHA is requesting that the Board of Commissioners
approve a license agreement with Yardi Systems, Inc for to its property management software. This software is
essential for managing the Low-Income Public Housing
Program, ensuring compliance with HUD regulations, and
maintaining operational efficiency.

AGENDA
REPORT
13

August 19, 2025
RECOMMENDED ACTION: ADOPT a resolution approving a three-year sole-source license agreement with Yardi Systems, Inc. to provide the computer software required to administer the LowIncome Housing Program in an amount not to exceed $60,000 ending June 30, 2028 - Richmond Housing
Authority (Antoinette Terrell/Gregory Palomino 510-621- 1361).

DISCUSSION:

Since May 2011, the Richmond Housing Authority (RHA) has utilized Yardi Systems, Inc. software for managing its public housing program (Attachment 1). The system integrates federally mandated compliance functions, accounting, and property management into a single platform. It enables RHA staff to conduct initial and annual income certifications, generate required HUD compliance reports, and manage tenant accounts and work orders efficiently.

Transitioning to a different software provider at this time would present several challenges (Attachments 2 and 3). Migrating historical tenant, financial, and compliance data carries the risk of data loss, corruption, or incompatibility, which could jeopardize compliance and operational efficiency. Additionally, a system change would likely disrupt essential services, leading to a temporary slowdown in staff productivity and delays in tenant support. City staff retraining would also be necessary, requiring significant time and resources to ensure proficiency with a new platform.

Given these considerations, City staff recommends the Board of Commissioners adopt a resolution approving a three-year sole source license agreement with Yardi Systems, Inc. to maintain continuity, compliance, and efficiency in administering the Low-Income Public Housing Program (Attachment 4).

DOCUMENTS ATTACHED:

Attachment 1 – Yardi Software License Agreement
Attachment 2 – Sole Source Justification
Attachment 3 – IT Authorization
Attachment 4 – Resolution
14 SOFTWARE LICENSE AND SERVICE AGREEMENT
Yardi Systems. Inc‘, California corporation headquartered at 430 South Fairview Avenue, Goleta. CA 931 17 ("Yardi“), and Rlchmond Houslng Authority (“Client”)
330 24th Street
Rlchmond, CA 94804
enter into this agreement including any schedules, exhibits or other attachments (this “Agreement") effective as of the Effective Date [defined in section (definitions). belowl‘

RECITAL
Yardi has developed certain real property and asset management application software for use in conjunction with an associated database. Client desires to license certain Yardi software pursuant to this Agreement's terms.

In consideration of their respective rights and obligations as set forth in this Agreement. the parties agree as follows:

AGREEMENT

1. Definitions.
a. “Anniversary Date" means the date that is 365 days
after the Initiation Date, and each anniversary thereafter of the date that is 365 days after the Initiation Date, during this Agreement's Term.
b. “Buslness Purposes“ means management of
Client's real property portfolio for accounting, property management and related business purposes. c. "Client Data" means the data that Client's Designated Users transmit and/or enter into the database associated with the Licensed Programs in connection with their Use of the Licensed Programs pursuant to this Agreement.
d. "Deliverable" means any deliverable or intellectual
property delivered to Client as pad of Programming Services [defined in section 13 (Programming Services” or other
services provided pursuant to this Agreement
e. "Designated User" means Client employee or
contractor designated by Client to Use the Licensed Programs for Business Purposes. f. “Effective Date" means the date of the last party
signature on this Agreement.
g. "Fees" means the fees identified in Schedule A. and
any other fees that may become due under this Agreement h‘ “Force Majeure Event" means any event beyond the
reasonable control of the party affected by such event. including without limitafion fire, storm, weather, earthquake, explosion, casualty. strike, war, riot, civil disturbance. act of God. acts or omission of any third party, any state or national law, decree or ordinance, or any executive orjudicial order, which event causes party to delay or fail to perform under this Agreement
i. “Image Storage” means Client Data file storage on
file servers separate from the database server used lo serve Client Data.

J. "Initiation Date" means the date that ls weeks after the Effective Date.
k. “Llcensed Programs" means the software programs
identified in Schedule A.

E“; Yardi
Co
l‘ "Licensed Programs Documentation" means the
user manuals and documentation for the Licensed Programs. m. “Password" means the unique user name and
password assigned by Client to each Designated User as
more fully described in section 6 (Users and Passwords). n, “POCs” means the person(s) Client identifies to Yardi as points of contact for application suppon services and other account management purposes.
o. “Software Error" means reproducible failure of the
Licensed Programs to materially perfonn as specified in the Licensed Programs Documentation.
p. “Undlsputed Fees" means all Fees due from Client
under this Agreement which Client does not reasonably and in good faith dispute - and provide notice of such dispute in accord with section 16(f) (Notices) - within 30 days of invelce. q. "Use" means authorized use of the Licensed Programs and Licensed Programs Documentation by Client’s Designated Users solely for Client's Business Purposes.

2. Llcense Grant; Restrictlons.
a. Licenses. Yardi grants to Client non-exclusive.
non—transferable (except as expressly provided in this
Agreement), limited license for Client's Designated Users to Use the Licensed Programs and Licensed Programs Docu—
mentation (which Yardi shall provide in electronic format) for Business Purposes.
b. Restrictions. Client may only exercise the license
granted in section 2(a) (Licenses) through its Designated Users. Client may not rent, lease, sell, transfer (by sublicense, assignment or othewvise except as expressly provided by this Agreement), time share. modify. reproduce, copy. make derivative works from, distribute, publish, use to provide service bureau services. or publicly dispiay the Licensed Programs. Client may only Use the Licensed Pro~ grams for Business Purposes. Client may not reverse engineer. decompile or otherwise attempt to discover the source code for the Licensed Programs. Client may not permit any person or entity to breach the restrictions in this section 2(b) (Restrictions).

Client
nf' tial
Preparation Date: July 29. 2009 1:43 PM
15 3. Term and Termination.
a. Term. This Agreement will commence on the Effective Date and remain in effect until terminated in accord with this Agreement.
b. Tetm'nafion brCom/enienoe. Client may terminate this Agreement without cause and for its convenience upon 30 calendar days prior written notice. Upon teminalion for convenience, Client shall promptly pay any Undisputed Fees owed to Yardi as of the effective date of Client's termination.

If Client terminates this Agreement pursuant to this section 3(b) (Termination for Convenience), Client shall not be entitled to refund of any Fees. c. Termlnation for Cause. Either party may terminate
this Agreement upon written notice to the other party if the other party materially breaches this Agreement and fails to cure such breach within days of written notice of material breach, or if the breaching party cannot reasonably cure the material breach within days, lhe breaching party fails to initiate cure within days and fails to continuously and dili— gently work to cure the breach until the breach is cured.

Termination pursuant to this section 3(c) (Termination for Cause) shall be effective upon delivery of written notice after expiration of the applicable cure period.
d. Effect of Termination.
(i) Llcense Termination. Upon the effective date of
this Agreement’s termination or expiration, (A) the license for the Licensed Programs and Licensed Programs Documentation will terminate, (B) Client will cease Use of the Licensed Programs and Licensed Programs Documentation, and (C)
Client shall pay any Undisputed Fees to Yardi.
(ii) Return of Confldentlal Information. Upon this
Agreement's termination or expiration effective date, the parties shall comply with section 8(d) (Return of Confidential Information).
e. Survival. The parties” obligations under, and the
provisions of, sections 4 (License Fees), 8 (Confidentiality), (Warranties). 10 (Damage Limitations). 12 (Indemnification), 14 (Assignment) and 16 (General Provisions) shall survive this Agreement‘s termination or expiration

4. Llcense Fees.
a. Fees. Client agrees to pay Yardi the Fees in accordance with the payment terms set forth in Schedule A. b. Fallure to Pay. Client‘s failure to timely pay any
Undisputed Fee when due is material breach subject lo the terms of section 3(c) (Termination for Cause). Additionally.

Undisputed Fees shall accrue interest from their due date until paid at the rate of 1.5% per month or the maximum rate allowed under applicable law whichever is less.
c. Taxes. The Fees are exclusive of any tariff, duty. or tax, however designated, levied, or based including. without limitation, any taxes based on (i) this Agreement, (ii) the Licensed Programs or Deiiverables, (iii) Client‘s Use of the Licensed Programs, (iv) the Licensed Programs Documentation, or (v) any maten’als or supplies furnished by Yardi per this Agreement. Client is responsible for all applicable tan‘ffs, duties or taxes (exclusive of taxes based on Yardi's net income) applicable to this Agreement. d. Partial Fee Disputes. If Client reasonably and in
good faith disputes any Fees, and provides notice in accord with section 16(f) (Notices) of such dispute, Client agrees that any undisputed portion of such Fees are Undisputed Fees and Client agrees to timely pay any such Undisputed Fees.

5. lmglementation and Training.
a. Locatlon. Implementation and training may (at
Client's election) take place at location specified by Client or via telecommunications. Yardi will bill Client for initial implementation/training services as indicated in Schedule A.

Client may request additional on-site implementation/training services (i.e., in addition to the on-site implementalion/training services set fonh in Schedule A) at any time and Yardi will make commercially reasonable effons lo timely accommodate Client's request. Additional on-site implemen— tation/training services are subject to the panies’ mutual agreement on: (i) lhe schedule for performance of the addiv tional services, and (ii) Yardi's Fees for the additional services. b. On-Sltes. Client acknowledges that in-person implementation/training service visits at Client location require minimum visit of 8 hours per visit. Client agrees to pay ali reasonable expenses associated with on-site visits including, but not limited to. travel lo and from the site, lodging, meals, etc. Client acknowledges that training services for more than 12 Client trainees require Client to pay for additional Yardi trainer for each 12 Client trainees in excess of 12. Client agrees that Client must pay for any implementation/training services cancelled less than 6 business days prior to their scheduled date.
c. Data Conversion. Yardi will bill Client for electronic data conversion services, if initially ordered, at the rate stated in Schedule A. Client acknowledges that data preparation and post conversion data clean-up is inherent in any data conversion, and such additional efforts associated with Client data conversion — if performed by Yardi
- will be
debited against Client's application support service allotment Absent an agreement to the contrary, Client shall otherwise be solely responsible for data conversion. data preparation. data entry and data verification, and any posi— conversion clean-up‘ Additional Yardi data conversion services (i.e., in addition to any initial data conversion services set fonh in Schedule A) are subject to the parties' mutual agreement on: (i) the schedule for performance of the addiv tional services, and (ii) Yardi’s Fees for the additional services. d. Testing. Client shall have 90 days commencing
upon the Effective Date (the "Testing Period") to lest the Licensed Programs. At any time during the Testing Period, Client may elect to cease Use of the Licensed Programs and cancel this Agreement, in which event Yardi will refund to Client all amounts paid by Client to Yardi pursuant lo this Agreement less reasonable amounts (determined by reference to the Fees/rates indicated in Schedule A) for initial setup, implementation, training and support of the Licensed Programs provided prior to Client's notice of cancellation pursuant to this section 5(d) (Testing).

Ey‘ Yardi {a Client
Conffintial
Date of Preparation: July 29, 2009 1:43 PM
16 6. Users and Passwords.
a. Designated Users. Client agrees (hat its exercise of the license granted by this Agreement shall only be through its Designated Users. Client agrees that it may assign Passwords to fixed maximum number of Designated Users, and may have only fixed maximum number of Properties (as
identified in Schedule A). The maximum number of Designated Users is the total aggregate number of Designated Users licensed to Use the Licensed Programs. The maximum number of Properties is the maximum number of Properties that Client's Designated Users may manage and account for in connection with Client's Use of the Licensed Programs. The agreed maximum Designated User and
Property numbers are set forth in Schedule A.
b‘ Designated User Changes. Yardi agrees that
Client may replace Designated Users as Client sees fit and at no additional cost provided: (i) there is no net increase in Client’s maximum number of Designated Users, and (ii) each Designated User has unique Password.
c. Additional Deslgnated Users. Subject to: (i) at least business days prior written notice from Client, (ii) Client’s execution of an amendment to this Agreement, and (iii) sub— ject to payment of additional Fees. Yardi will increase Client's licensed maximum number of Designated Users.
d. Password Assignment. Client’s application support
POC win be Designated User, win designate the other
Designated Users. and will provide each other Designated Users with Password. Each Password shall be personal
and unique lo the applicable Designated User, and may not be used by anyone other than such Designated User. Each Password may only be used from computer at any given
lime. Client shall be responsible for maintaining Designated User Password security.
e. Client Obligations with Respect to Designated
Users. Client shall inform each Designated User of this Agreement's license terms and restrictions and shall enforce such restrictions Client agrees to notify Yardi if Client becomes aware of any failure of Designated User lo adhere to the license terms and restrictions in this Agreement, Client acknowledges that each time Designated User accesses
the Licensed Programs the Designated User will be pre~
sented with splash screen welcoming the Designated User and requesting that the Designated User enter his/her
unique Password‘

7. Aggllcation §uggort & Uggrades.
a. Application Support Service. Yardi will provide
application support and upgrades for the Licensed Programs as set forth in this section (Application Support 8. Upgrades). b. Client Contacts. Client agrees to appoint an applica— tion support POC. Client may change the application support POC upon advance written notice to Yardi‘ Yardi shall have no obligation to contact. or communicate with, anyone re~ garding application support and maintenance issues except Client’s application support POC. Client acknowiedges that it is Client's responsibility to keep Client's application support POC current, and to notify Yardi of any changes.
c‘ Yardi Contacts. During initial implementation, Yardi Yardi
shall appoint an account manager to Client’s account. After initial implementation. Yardi will either assign Client to an account manager or an application suppon team. Yardi may change the identity of individual account managers from time to time upon notice to client. Client's application suppon records relating to Client will be available to Yardi’s entire application support team at all times.
d. Application Support Services. Yardi shall provide
application support for the Licensed Programs through its account managers and technical staff to Client’s application support POC. Application support does not include on-site installation, implementation, training, or testing of the Licensed Programs, nor does it include data conversion.

Those services, if initially ordered, are specified in Schedule A. Yardi‘s application support service team will use commercially reasonable efforts to address and solve Client's issues but cannot guarantee satisfaction in every case.
e. Total Hours Included. Client's application support
alloiment is specified in Schedule A. This Agreemenl's first annual period shall begin on the Effective Date and end on Client's first Anniversary Date. Subsequent annual periods will begin on each anniversary of the Initiation Date, and end on each subsequent Anniversary Date. Annual periods will not include unused application suppon lime from prior an~ nual pen‘ods. If Client needs additional application support hours at any time. Client may purchase additional hours at Yardi's then-current prevailing application support rate at the time Client needs the hours.
f. Application Support Hours. Yardi’s application
support hours are from 6:00 am to 4:00 pm (Pacific Time) Monday through Fn'day (excluding holidays)‘
g. Prlorlty.
(i) Yardi shall have the n‘ght to prioritize application support requests according lo the application suppon issue's impact on Client. Yardi will prioritize application support requests in the following order:

Priority 1: Business halted (total inability to perform normal operation)
o Client will submit support requests by telephone to
Yardi's application support number.

Response as rapid as reasonably feasible — gen—
erally within business hours.

Priority 2: Business impacted (severe restriction of Client's Use of the Licensed Programs — potentially critical probIem) o Client will submit suppon requests by telephone to
Yardi’s application support number.
- Prompt response subject only to delays for priority
issues, generally within 4 business hours.

Priority 3: Non—critical service requests (any issue that is not Priority or Priority issue)
o Client will submit support request by telecommunications lo Yardi application suppon. o Response subject to delays for priority and issues. generally within business day. (ii) Yardi will work on Priority and issues with
3 Client
Confi ntial
Date of Preparation: Ju!y 29, 2009 1:43 PM
17 continuous focus, and with Client’s cooperation, through resolution.
h. Software Upgrades. Yardi will periodically make
available to Client (at no additional cost to Client) updates, upgrades and current versions of the Licensed Programs
which will include corrections, enhancements, and/or improvements. Client reserves the right to refuse updates and upgrades of the Licensed Programs; provided, however, that Yardi reserves the right to cease application support services for versions of the Licensed Programs more than years older than the latest version of the Licensed Programs generally released to Yardi's clients‘ i. Standard Term. Application support services are
subject to this Agreement‘s terms and timely payment of all Undisputed Fees. Subject to the section 3(c) (Termination for Cause) notice and cure provisions, Yardi may suspend application support services if Client fails to timely make any Undisputed Fee payment.
j. Obsolescence. Yardi reserves the right to cease
providing application support service for Licensed Programs on the Iater of: (i) 3 years from the date on which Yardi ceases to license the Licensed Programs, or (ii) years from the Effective Date. whichever is later. Yardi agrees to notify Client if and when Yardi will cease application support services in accord with this section 7(j) (Obsolescence).

8. Confidentialltx.
a. Confidential Information Definition. “Confidential
Informatlon" means all technical and non-lechnical information including: (i) Client Data, (ii) patent, copyright, trade secret, and other proprietary information, (iii), inventions, know—how, processes. or algorithms, (iv) software programs. software source documents. object code. source code, database dictionaries, network diagrams. UML diagrams, Licensed Programs Documentation, (v) development, design details and specifications, (vi) party’s financial information, (vii) customer lists. business forecasts, sales and marketing plans and information, (viii) the prices offered or paid per this Agreement for Yardi's products and services. (ix) SAS70 reports and any information related lo SAS70 reports, (x) this Agreement's terms. and (xi) any other information disclosed by party. or to which pany is exposed because of this
Agreement. thal the disclosing party identifies as confidential at the time oi disclosure or which — by its nature - reasonably should be regarded as confidential.
b. Nondisclosure and Nonuse Obllgatlons. Each
party (the “Recelvlng Party") agrees that it will not use, disseminate. or in any way disclose any Confidential Information of the other party (the “Disclosing Pany"), to any third party, except that the Receiving Party may use the Disclosing Party’s Confidential Information to the extent necessary to perform its obligations under this Agreement.

The Receiving Pany agrees that it will lreat all Confidential Information with the same degree of care as the Receiving Party accords its own Confidential Information, but in no event less than reasonable care. The Receiving Pany
agrees that it shall disclose Confidential Information only to those of its employees and contractors who need to know such information, and the Receiving Party certifies that such employees and contractors have previously agreed, either as condition to employment or in order to obtain the Confi- QYardi Confid (
dential Information, to be bound by terms and conditions applicabb to the Receiving Party under this Agreement. The Receiving Party shall immediately give notice to the Disclosing Pany of any unauthorized use or disclosure of the Disclosing Par1y’s Confidential Information. The Receiving Party agrees to assist the Disclosing Party in remedying any such unauthorized Use or disclosure of Disclosing Party's Confidential Information. c, Exclusions from Nondisclosure and Nonuse ObIlgations. The Receiving Party's obligations per section B(b) (Nondisclosure and Nonuse Obligations) shall not apply to Confidential Information that the Receiving Party can document: (i) was (through no fault of the Receiving Party) public domain at or subsequent to the time the Disclosing Party disclosed the information to the Receiving Party, (ii)was rightfuuy in the Receiving Party's possession free of any confidentiality obligation at or subsequent to the time the Disclosing Party disclosed it to the Receiving Party. or (iii) was developed by the Receiving Party‘s employees or agents independent of, and without reference to. any information communicated to the Receiving Pany by the Disclosing Party. Confidential Information disclosure by the Receiving Party either (A) in response to an enforceable order by coun or other governmental body, (B)as otherwise
required by law, or (C) necessary to establish the rights of either party under this Agreement, shall not be breach of this Agreement by the Receiving Party or waiver of confidentiality for other purposes; provided, however, the Receiving Party shall provide prompt prior written notice of any such Confidential information disclosure to the Disclosing Party (to the extent allowed by applicable law) to enable the Disclosing Party to seek protective order or otherwise pre— vent such disclosure
d. Ownership and Return of Confidential Information and Other Materials. The Disclosing Party's Confidential Information is and shall remain the Disclosing Party's property, and this Agreement does not grant or imply any license or other rights to the Disclosing Party's Confidential Information except as expressly set forth In this Agreement.

Within business days after the Disclosing Party's request. the Receiving Pany will promptly either (at the Disclosing Party's election) destroy or deliver to the Disclosing Pany all Confidential Information and materials furnished to the Receiving Party, and the Receiving Party agrees to provide written officer's certification of the Receiving Pany's compliance with the foregoing obligation. e. Thlrd Party Information Disclosure. The Disclosing
Party shall not communicate any information to the Receiv— ing Pany in violation of the proprietary rights of any third party.

9. Warrantles.
a. Limited Warranty. Yardi warrants that the Licensed
Programs will perform substantially as specified in the Li~ censed Programs Documentation. Yardi does nol warrant
that the Licensed Programs will meet Client's requirements and expectations.
b. Remedy for Limited Wartanty Breach. If Yardi
breaches the warranty set forth in section 9(a) (Limited Warranty), Yardi agrees to use commercially reasonable efforts to modify the Licensed Programs so that they conform to 4 Client
tial
Date of Preparation: July 29, 2009 1:43 PM
18 that warranty. If such modification is not commercially reasonable, then Yardi will notify Client and Client may terminate this Agreement. In the event Client terminates this Agreement per this section 9(b) (Remedy for Limited Warranty Breach), Yardi will refund to Client, on pro-rata basis, the annual Fees paid by Client to Yardi within the year prior to the effective date of Client's termination. THE FOREGOING REMEDY IS CLIENT’S SOLE REMEDY IN THE

EVENT OF BREACH OF THE WARRANTY SET FORTH
IN SECTION 9(a) (Limited Warranty).
c. Warranty Disclaimer. EXCEPT AS EXPRESSLY
SET FORTH IN THIS AGREEMENT, AND TO THE FULLEST EXTENT ALLOWED UNDER APPLICABLE LAW, YARD! DISCLAIMS ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES WITH REGARD TO THE LlCENSED PROGAMS INCLUDING, BUT NOT LIMITED T0,

THE IMPLIED WARRANTIES OF MERCHANTABILITY
AND FITNESS FOR PARTICULAR PURPOSE.

10. Damage eitatlons.
a. Damage Waiver. REGARDLESS OF ANY OTHER
PROVISION IN THIS AGREEMENT, AND TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, YARDI DISCLAiMS ALL OBLIGATIONS AND LIABILITIES FOR
SPECIAL, INDIRECT, INCIDENTAL. EXEMPLARY, PUNITIVE AND CONSEQUENTIAL DAMAGES, ATTORNEYS' AND EXPERTS‘ FEES, AND COURT COSTS (EVEN IF

YARDI HAS BEEN ADVISED OF THE POSSIBILITY OF
THESE DAMAGES), ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT. b. Liability Limit. IN ADDITION TO THE LIMITATIONS OTHERWISE SET FORTH IN THIS AGREEMENT, AND TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, CLIENT AGREES THAT IN THE EVENT OF ANY CLAIM 0R CAUSE OF ACTION BY CLIENT ARISING

OUT OF OR CONNECTED WITH THIS AGREEMENT,
YARDI’S MAXIMUM LIABILITY TO CLIENT, REGARDLESS 0F THE AMOUNT OF LOSS CLIENT MAY HAVE

SUFFERED, SHALL NOT EXCEED THE FEES PAID BY

CLIENT TO YARDI PURSUANT TO THIS AGREEMENT
WITHIN THE YEAR PRIOR T0 THE EVENT GIVING RISE
TO THE LIABILITY.

11. Ownershlg.
a. Yardi‘s Ownershlp. Client agrees that, as between
Yardi and Client. Yardi is and shall remain the sole and exclusive owner of all right, title and interest in and to the Licensed Programs. Deliverables, and Licensed Programs Documentation, and to all intellectual property rights in the foregoing. The only rights Client obtains in the Licensed Programs and Licensed Programs Documentation are the
licenses granted to Client in this Agreement,
b‘ Cllent’s Ownership. Yardi agrees that, as between
Yardi and Client, Client is and shall remain the sole and exclusive owner of a“ right, title and interest in and to Client Data.

12. Indemnification.
a. Indemnlty. Yardi agrees lo defend, indemnify and
hold Client harmless from and against any third party claims. actions or demands alleging that Client’s Use of the Licensed Programs, Licensed Programs Dggntation, and Yardi
Delivetables in accordance with this Agreement‘s terms
infringes on third party's proprietary information. trademark, copyright. patent rights or intellectual propeny rights, or misappropriates third party's trade secrets,
D. Indemnity Condltions. Yardi‘s defense and indemnification obligation per this section 12(b) (Indemnity Conditions) is conditioned upon the following: (i) Client providing Yardi with prompt written notice of any claim for which indemnification is sought; (ii) Yardi having sole control of the defense and settlement of such claim. provided, however, that Client shall have the right to have any suit or proceeding monitored by counsel of Client’s choice and at its expense; and (iii) Client's reasoname cooperation with Yardi in the defense and settlement of the claim.
c. Injunction‘ If the Licensed Programs become the
subject of patent. trademark, copyright. or trade secret misappropriation or infringement claim, and such claim results ~ or is reasonably likely lo result - in an injunction against Client’s continued Use of the Licensed Programs, Yardi will (i) replace or modify the Licensed Programs to avoid the misappropriation/infringement claim, (ii) secure Client's right to continue Use of the Licensed Programs, or (iii) if neither (i) or (ii) is commercially practicable. either pany may terminate this Agreement upon written notice to the otherparty.

13. Programming Servlces.
a. Programming Services. Yardi provides programming services including, without limitation, database customizations, user interface customizations, database reports, database scripts and other programming services (collecfiveIy, “Programming Servlces"). b. Programming Servlces Terms. The Fees for Programming Services, if initially ordered, are set forth in Schedule A. Client will otherwise initiate Programming Service requests by providing written notice of the desired services to Yardi, and Yardi will advise Client of Yardi's availability and schedule for performing the Programming Services.

Programming Services are subject to Client's written acceptance of: (i) Yardi's schedule for meeting Client's Programming Service request, and (ii) Yardi's Fees for such Programming Services. c. Dellverables License. Subject to Client’s full payment of all Undisputed Fees related to Programming Services, Yardi grants to Client non—exclusive, non transferable (except as expressly provided in this Agreement). limited license for Client’s Designated Users to Use the Deliverables in connection with their Use of the Licensed Programs.

14. Assignment.
a. Assignment eltatlon. Except for the exceptions
specified in section 14(b) (the "Permitted Exceptions").

Client shall not (either directly or indirectly) assign, sell, con— vey. pledge. or otherwise transfer this Agreement without first obtaining Yardi's express written consent, which Yardi shall not unreasonably withhold. Except for the Permitted Exceptions, any attempted assignment made without Yardi's prior express written consent is void and material breach of this Agreement.
b‘ Permitted Exceptions. Subject to the conditions
Client
Confiéntial
Date of Preparation: July 29, 2009 1:43 PM
19 precedent set forth in this section 14(b) (Permitted Exceptions). Ciient may assign the Licensed Programs without Yardi‘s prior consent and upon notice: (i) to wholly owned subsidiary, or (ii) in connection with any merger, acquisition, or reorganization involving Client. Any assignment is subject to the following conditions: (A) Client, or Client‘s successor, continuing in the same type of business that Client was conducting at the time of this Agreement's execution, and (B) Client or Client's successor providing lo Yardi written ratification and assumption of this Agreement (in form reason« ably satisfactory to Yardi) concurrent with the assignment.

15. Medlation.
a. Mediation Request; Condition Precedent. In the
event of dispute arising out of or related to this Agreement which the parties are unable to resolve through direct negotiation, either party may serve upon the other at its principal place of business request for mediation, Neither party may file an action against ihe other in any court, or initiate any other legal proceeding, unless and until the pany seeking to do so has first requested mediation hearing and made
good faith effort to complete the mediation process provided in this Agreement
b. Mediation Process. The parties will select neutral,
independent mediator with experience in the relevant subject matter by the rules of the office of the Judicial Arbitration and Mediation Service (JAMS) closest to the mediation venue.

The parties shall conduct the mediation nol less than 10 or more than 20 days from the date the pany requesting media— tion gives notice of the request for mediation to the other party. The panies shall conduct the mediation in Santa Barbara. California. The parties shall equally bear the mediation costs,
c. Medlatlon Confidentiallty. The parties shall maintain the mediation proceedings in confidence and shall not disclose to third persons the statements made in mediation by the other parties or the mediator. The mediation confidentiality provisions of California Evidence Code sections 1115 — 1128 shall apply to the mediation proceedings.
d. Mediation Statements; Attendee Authority. At
least days before the date of the mediation, each party shall provide the mediator and the other party with statement of its position and copies of supporting documenls‘ Each pany shall send to the mediation person who has
authority to bind the party.
e. Non-Blndlng. If party participates in good faith in
mediation and is dissatisfied with the outcome. that party may then invoke all legal rights and remedies available lo the party at law or in equity.

16. General Prgvl§ions.
a. Independent Contractor Status. The parties agree
that they are independent contractors and nothing in this Agreement is intended to make the parties panners, agents. joint venturers, or any other form of joint enterprise, or to make the employees, agents, or representatives of one of the panies into employees, agents, or representatives of the other party, No party to this Agreement shall have any express or implied right or authority to assume or create any obligations on behalf of the other party or to bind the other party to any contract. agreement, or un akin with any
Date of Preparation:
third party.
b. Governing Law. This Agreement shall be governed
and determined by the laws of the United Slates and the State of California as such laws are applied lo agreements made and performed entirely within the State of California. c‘ Venue. Any action or proceeding related to or arising out of this Agreement shall be resolved only in court of competent jurisdiction in the City of Santa Barbara, State of California (or the coud of competent jurisdiction closest to the City of Santa Barbara, CA if no court of competent jurisdiction resides in the City of Santa Barbara. CA), and the parties consent to the personal jurisdiction of such courts and expressly waive any right they may otherwise have to cause any such action or proceeding to be brought or tried elsewhere.
d. lnjunctive Rellef.
(i) The parties acknowledge and agree that, if
Client breaches any of its obligations under sections 2(a) (Licenses), 2(b) (Restrictions). 8 (Confidentiality) or 14 (Assignment), Yardi might incur irreparable harm and damage that might not be fully compensated with monetary damages.

Accordingly, if Client breaches any provision of sections 2(a) (Licenses). 2(b) (Restrictions), 8 (Confidentiality), or 14 (Assignment) Yardi may seek specific performance of Client's obligations under those sections and injunctive relief against any further violations of those sections,
(ii) The parties acknowledge and agree that, If
Yardi breaches any of its obligations under section 8 (Confldentiality) Client might incur irreparable harm and damage that might not be fully compensated with monetary damages.

Accordingly, if Yardi breaches any provision of section 8 (Confidentiality) Client may seek specific performance of Yardi's obligations under that section and injunctive relief against any further violations of that section.
e. Binding Effect. This Agreement is binding on and
inures to the benefit of the panies and their permitted assigns, successors, and legal representatives. f. Notlces.
(i) The parties shall deliver any notice required by
this Agreement by personal delivery, certified U.S. Mail return receipt requested, or established, reputable expedited delivery carrier providing proof of delivery service. and will be deemed given upon confirmed delivery to the party to whom it is intended at its record address. The record addresses of the parties are set fonh below. (ii) If lo Client:

Attn: Manuel Rosario

RICHMOND HOUSING AUTHORITY
330 24th Street
Richmond, CA 94804
(iii) If to Yardi:

Atln: Chief Operating Officer
YARDI SYSTEMS, INC.
430 S. Fairview Ave.

Goleta, CA 93117
With copy to:

Attn: Legal Department
Client
my 29. 2009 1:43 PM
20 YARDI SYSTEMS, INC.
430 S. Fairview Ave.

Goleta, CA 93117
(iv) Either party may change its record address by
giving written notice of such change to the other party. g. Waiver. The waiver of party’s breach of this
Agreemem shall not operate or be construed as waiver of any other or subsequent breach.
h. Severabllity. If court or other body of competent
jurisdiction determines that any pan of this Agreement is unenforceable. the remainder of this Agreement shall nevertheless remain enforceable i. Headings. This Agreement's section headings and
captions are inserted for convenience only and are no‘ intended to form material part of this Agreement. j. Entire Agreement. This Agreement constitutes the
final, complete, and exclusive statement of the agreement between the parties pertaining to this Agreement‘s subject matter and supersedes all prior and contemporaneous understandings or agreements of the parties. No party has been induced to enter into this Agreement by, nor is any party relying on. any representation or warranty except those inducements, representations and warranties expressly set forth in this Agreement.
k. Non-SoliciUNon-Hire, The panies agree not to soli- RICHMOND HOUSING AUTH ‘Client”) cit (other than general solicitation to lhe public) the employment of. engage as an independent contractor, or hire. "
v
employee
any employee
of the
of
other
the other
party
party
and until
while
such
such
person
person
has
is
not
an By: W“, 0/
been an employee of the other party for 6 months.

Print Name:
l. Modiflcatlon. The parties may modify or amend this ' ‘ Agreement by writing signed by both padies. mtwe Ducaor Title:
m‘ Force Majeure. Neither party shall be liable under
this Agreement for failure or delay in performance caused by Force Majeure Event. If Force Majeure Event occurs, Date: fi/ /fl § the party affected shall use commercially reasonable efforts ' '
to resume the performance excused by the Force Majeure
Event.
n. Signature; Counterparts. This Agreement ls not
binding on the panies until both parties have signed and have received copy signed by the other party. However,
both signatures need not appear on the same copy of this Agreement, so long as both signed copies have identical Agreement by electronic transmission. which shall be binding upon the parties. Counterpans with original signatures Print Name:
shall be provided to the other pany within days of electron— ic transmission; however, the failure to provide the original Vice President counterpart shall have no effect on this Agreement's enfor- Title:
contents. The parties may transmit signatures on this Brad Setser J
ceability or binding nature. If executed in counterparts. this '
Agreement will be as effective as if simultaneously executed, Q] ‘ Date:

Rev. 111808
21 SCHEDULE
Fee Schedule
Yardi Pin #: 100051092
Yard} Order #: 70,720.23
Vovaqer Software License and Application Support
1)
Tralninq.
2)
3)
5)
5)
Annual License Fee: For 2.777 Units ("Unlts")‘
a) Modules Included:

PHA Propeny Management and Accounting- 2.777 Units @ $10/Unit $27,770.00 Including: GL/AP, Maintenance/Work Orders. Construction 8 Gran! Management, ACH forAP, Fixed Assets 8 Inventory Control, ilnspect (without Handheld), Electronic Banking
b) Unlts for Additional Modules:

Affordablez- 100 Units @ $2/Unit $200.00
Including: 50059, Tax Credit, HOME, Rural Development Section 515, Waitlist ilnsped with Handheldz- 2.777 Units @ $1/Unit $2,777.00 Budgeting 8. Forecastingz- 2.777 Units @ $2/Unit $5,554.00 c) Additional Users:

Additional Designated Users~ DUs @ $250/DU $1 ,250.00
d) Annual Concesslon:

Courtesy Concession <11 OQQ.QO>
‘
Client may change the licensed Units number only in 100-Unit increments. ”The Affordable module requires minimum of 100 Units. The ilnspecl with Handheld and Budgeting & Forecasting modules must be licensed for the entire portfolio.

Total Annual Fee’
3 Includes license Fees, updates/upgrades, up to Designated User ("DUs") per 100 Units. and 27 application support hours/year. Yardi will debit all application support services (in ‘A—hour increments with ‘/.-hour minimum) against Client's above-noted application support allotment except when the services relate to Software Error‘ Client‘s Total Annual Fee is subject to increase on each Anniversary Date; such increases shan not exceed the percentage increase in the U.S. Department of Labor.

Bureau of Labor Statistics' Consumer Price Index for Urban Wage Earners and Clerical Workers (CPLW): Los Angeles Region for the preceding year.

Additional year application support hours (25 hours)
Implementation. and Other Services
Professional Services Group (PSG)- 192 hours @ $175/hour, plus reasonable expenses ‘
Yardi shall invoice Client any reasonable expenses incurred while providing the services. monthly in arrears and Client shall pay such invoices within 30 days of the invoice dale. The PSG project scope is attached as Schedule B.

Data Conversion (subject to Yardi data conversion guidelines) Three Conversions of Emphasys database for 50058 MTCS datafile, tenant. vendor, owner and waitlist information.

Programming Services
Sub-Total
Sales Tax
g Yardi Client
Conf’ ntial
Date of Preparation: July 29, 2009 1:43 PM
$26,551 .00
$3,000.00
$33.eoo.oo‘
$5,000.005
not included
$68.1 51 .00
$2,569.23
8 22
7)
8)
9)
10)
11)
Totat
Subject
Fee
to Client‘s pn'or written approval, Client agrees to participate (at no cost to Client) in Yardi’s marketing efforts. M Client acknowledges that additional DUs. Units and/or Licensed Programs (i.e., in addition to those initially set forth in this Schedule A) require additional Fees at Yardi's theh-current prevailing rate for the additional DUs or Licensed Programs at the time of Client's request.

Application hosting, database administration, and network administration associated with the Licensed Programs are Client’s responsibility.

PAYMENT TERMS: 100% payable upon execution of this Agreement. 23 Attached separately paginaled.

SCHEDULE B
g]? Yardi fl Client
Conf'wéntial
Date of Preparation: July 29, 2009 1:43 PM
24 y YARD!
City ofRichmond Housing Authority
Implementation Services Scope of Work
Project Objectives
City of Richmond Housing Authority (CRHA) will be moving to the Yardi Voyager suite of tools. The objectives listed below are the high level focus of the services that Yardi Services and Support team will scope and execute. The focus ofthe implementation is towards the following directives; Yardi Voyager Property and Financial Management
o Inspection Scheduling
Public Housing Management
Financial Management
Construction/Grant Management
Fixed Asset and Inventory Control
Maintenance Tracking
ACH for Accounts Payable
Electronic Banking
Reporting Analytics
00000000
Overview of Yardi Services Group Involvement
Voyager Product Functionality Set~Up — 96 hours
Voyager Core G/L, Accounting and reporting - 48 hours
Voyager Training, Pilot Testing - 48 hours
Project Management - 25 Hours
Post Implementation Support - 27 hours
Yardi Fees
Yardi Implementation Team - $175 per hour
Offsite Project Management — $120 per hour
Post Implementation Support - $120 per hour
Project Assumptions
This Scope of Work is for Yardi Core G/L, Yardi Voyager Property Management, and all defined modules in product pricing sheet
Hours estimated around Project Management assume that many tasks surrounding project overhead are to be incurred by CRHA and offsite Yardi support personnel Yardi's 192 hours (24- days) of implementation time is for on and offsite involvement Yardi Assumes that CRHA will engage with third party consultant to help supplement the project as it pertains to CRHA tasks and related project management
Yardi’s role is described as implementation and training efforts Should consulting services beyond the scope of Implementation or training be required, further costs may be incurred
No hours are currently scoped for any custom reporting
CRHA will hold all responsibility for data validation
The implementation time frame is based on 32 week project Post go live support will be handled by standard Yardi account management Training sessions are scope in this document as "Train the Trainer' methodology Custom documentation is not priced or scoped in this plan Yardi travel expense costs are not included in this scope of work All travel expense costs are incurred by CRHA as per the Yardi travel policy City of Richmond Housing Authority
Scope of Work June 2009
25 26
27 Digitally signed by Andrea Miller
DN: cn=Andrea Miller, o=City of Richmond, ou=Finance, [email protected], c=US Date: 2025.03.20 15:59:06 -07'00' 28 29
Sue
Hartman
Digitally signed by Sue Hartman Date: 2025.03.20 14:09:06 -07'00' 30 31
From: Christian Edstrom
To: Gregory Palomino
Subject: Yardi Licensing Costs
Date: Tuesday, March 11, 2025 10:35:48 AM
Attachments: Outlook-dlarh2un.png
You don't often get email from [email protected]. Learn why this is important This email originated from outside of the City's email system. Do not open links or attachments from untrusted sources.

Hi Greg,
Thank you for your time on the phone this morning. Below are your current Yardi licensing and support fees:

Annual Licensing Fees: $14,794.50. *Keep in mind, there will likely be a CPI increase included on the next renewal so this is subject to CPI in June.*
Live Support Cost: $120/hour
As a reminder, you currently have about 25 hours of complimentary support remaining. Once the license renews at the end of June, this support allotment will refresh and there will be 48 more complimentary hours added back.

Let me know if I can be of any further assistance.

Regards,
Christian
Christian Edstrom | Account Executive, PHA
Cell 805-729-7480
toll free 800.866.1124 x22205 | Local 805-699-2040 x22205 Yardi Systems Inc. | 430 South Fairview | Santa Barbara, CA 93117 [email protected] | www.yardi.com
NOTICE: This email message, including any attachments, may contain information that is confidential and/or proprietary. If you are not an intended recipient, please be advised that any review, use, reproduction or distribution of this message is prohibited. If you have received this message in error, please completely destroy all electronic and hard copies, and contact the sender at toll free 800.866.1124 x22205 or [email protected]
.
32 Reso. No. ____

RESOLUTION NO. ____

A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE HOUSING

AUTHORITY OF THE CITY OF RICHMOND, CALIFORNIA, ADOPTING A

RESOLUTION APPROVING A SOLE SOURCE CONTRACT WITH YARDI
SYSTEMS, INC. TO PROVIDE REQUIRED COMPUTER SOFTWARE TO
ADMINISTER THE HOUSING AUTHORITY’S PUBLIC HOUSING PROGRAM FOR AN AMOUNT NOT TO EXCEED $60,000 ENDING JUNE 30, 2028.

WHEREAS, Richmond Housing Authority (RHA) owns and manages 100 units of rental housing; and
WHEREAS, RHA entered into a Public Housing Authority Recovery and Sustainability (PHARS) agreement with the U.S. Department of Housing and Urban Development (HUD); and WHEREAS, RHA remains obligated and committed to performing all HUD required functions, and providing quality service to local program participants; and WHEREAS, the Housing Authority competitively selected and has been using Yardi Software, Inc. since May 2011; and
WHEREAS, the Housing Authority requires the ongoing use of the Yardi Systems, Inc. software, which integrates the public housing program administration, federally mandated compliance activity, accounting and property management functions into a single platform; and WHEREAS, the Yardi Systems, Inc. software allows the Housing authority staff to perform all of the required initial and annual income certifications for public housing program participants and generates the necessary reports to maintain compliance with HUD regulations; and
WHEREAS, the Yardi Software also helps to streamline workflows, tracks performance measures, and facilitates key functions such as tenant account receivables management and work order processing; and
WHEREAS, transitioning to a different software provider would create operational challenges including service disruptions, costly staff retraining, and potential data loss, which would negatively impact the Housing Authority’s ability to effectively serve its residents.

NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSIONERS OF THE

HOUSING AUTHORITY OF THE CITY OF RICHMOND, COUNTY OF CONTRA COSTA, STATE OF CALIFORNIA THAT the Executive Director is hereby authorized to execute a contract a contract with Yardi Systems, Inc. to provide required computer software to administer the Housing Authority’s Public Housing Program for an amount not to exceed $60,000 ending June 30, 2028.

BE IT FURTHER RESOLVED that the Executive Director is hereby authorized to take all actions necessary to implement this resolution.
*****************
The foregoing resolution was passed and adopted by the Commissioners of the Housing Authority of the City of Richmond at a special meeting thereof held on April 1,August 19 2025 by the following vote:

AYES:

NOES:
33 Reso. No. ____

ABSTENTIONS:

ABSENT:

Chairperson

[SEAL]
Attest:

Secretary
Approved as to form:

City Attorney
State of California }
County of Contra Costa : ss.

City of Richmond }
I certify that the foregoing is a true copy of Resolution No. _____ finally passed and adopted at a Special Housing Authority Meeting held on April 1August 19, 2025. ____________________________________

CLERK OF THE HOUSING AUTHORITY
34

Request for Proposals (RFP)
Landscaping
Services for
Richmond Housing
Authority
RFP Release Date:

April 2, 2025
Qualifications Due by:
4:30 PM on April 24, 2025
Submit Qualifications through:

City of Richmond Bids Online
RFP Contact:

Gregory Palomino
Admin. Assistant
[email protected]
35

Table of Contents
I. Introduction …………………………………………………………………………….………3
II. Scope of Services…………………………………………………………….……. ….…….4-5 III. Timeline ………………………………………………………………………….….…………5-6
IV. Contract Terms and Conditions …………………………………………….….…………6 V. Proposal Submittal Guidelines.………………………….…………….………...…………7 VI. Required Submission Package …………………………….…………………….……….8 VII. Evaluation and Selection Criteria ………………………….…………………….………9-10 VIII. Special Conditions ……………….………………………………………………….…….10-12 Attachments
Attachment A: Standard Contract (Sample)
Attachment B: Insurance Requirements – Type 1: Consultants and Contractors Attachment C: Richmond Sanctuary City Contracting Ordinance Attachment D: Sanctuary City Compliance Statement
Attachment E: HUD Forms 5369-B
Attachment F: HUD Forms 5369-C
Attachment G: Resolution 86-21
Attachment H: Disclosure Statement for Limited Liability Companies 36

Section I: Introduction
Purpose
The Richmond Housing Authority (RHA) is to solicit qualified firms to perform landscaping services for the RHA at the Nystrom Village Property.

The City of Richmond
The City of Richmond was incorporated in 1905 after the Santa Fe Railroad established its western terminus at Point Richmond in 1899, with ferry service to San Francisco. The City grew significantly at the onset of World War II with the opening of the Kaiser Richmond Shipyards at Richmond’s South Shoreline in 1941 (its population quadrupled from 23,600 in 1940 to over 93,700 in 1943), as tens of thousands of new residents immigrated to the City to work in the shipyards, many of whom were Black. During the decades that followed, major developments such as Marina Bay, the Hilltop Shopping Center, the Knox Freeway, and Richmond Parkway shaped the economy and geography of Richmond. Residential development continued, and thousands of Asian and Pacific Islander and Latino persons immigrated to the community.

Today, Richmond is a diverse and growing maritime, industrial, and residential community, with a population of over 110,000. The City is located on a peninsula 16 miles northeast of San Francisco, directly across the San Francisco Bay, and has a total area of 56 square miles, of which 33.7 are land area and 22.3 are water area.

Richmond Housing Authority
The RHA is a municipal corporation that is federally funded and regulated primarily under the U.S. Housing Act of 1937 as amended (42 USC 1437 et seq.). Created as a state agency in 1941 under the State Housing Authorities Law (Health & Safety Code Section 34200 et seq.), the RHA is bound by federal, state, and local laws.

The RHA serves the Richmond community by providing affordable housing and support services to low-income families, individuals, and seniors. The RHA is committed to improving the quality of life for its residents and fostering strong, vibrant communities.

RFP Overview
This RFP describes the scope of work, contract terms, proposal submission requirements, and evaluation criteria for landscaping services contract. The contract term will begin July, 1 2025 and end June 30, 2027, with the option to extend for one additional year upon mutual agreement of both parties.
37

Section II: Scope of Services
The main property site, owned and managed by RHA, is known as Nystrom Village. It comprises 51 wood-frame duplexes built in 1941, totaling 100 residential units. Spread over four (4) blocks and nine (9) acres, the site is located between Florida Avenue and Virginia Avenue (north to south), and South 13th Street and South 16th Street (east to west) in Richmond, CA 94804. The property has a mix of 1-, 2-, and 3-bedroom units.

The secondary site, owned and managed by RHA, is known as the Hacienda Excess Lot. It is located at the corner of Roosevelt Ave and 13th street sharing the same block as the Hacienda Heights Senior Apartments. This excess lot is approximately 1.8 acres The selected landscaping company will be responsible for ensuring the grounds remain pleasing to the eye, safe, and well maintained.

Nystrom Village Scope of Services

1. General Landscaping Maintenance
 Mowing, edging, and trimming of all lawns on a weekly basis during the growing season. During the dormant season the focus will shift leaf removal, debris cleanup, general landscape upkeep, and trash abatement.
 Maintenance of the road verge, or the area between the sidewalk and the street.  Cutting down the backyards of the vacant units on a monthly basis.  RHA is considering including the cutting down of occupied units’ backyards in the scope of services as well.
 Removal of lawn clippings, leaves, and other debris from walkways, driveways, and common areas.
 Fertilization of turf areas according to a seasonal schedule to promote healthy grass growth.
 Aeration and over-seeding of lawns as needed to maintain density and appearance.

2. Tree and Shrub Care
 Pruning and trimming of trees, up to the vendor specified height, and shrubs to maintain shape, health, and safety.
 Removal of dead, diseased, or hazardous branches.
 Fertilization and disease prevention treatments as necessary.  Monitoring and treatment of insect infestations or diseases affecting trees and shrubs.

3. Flower Bed and Plant Maintenance
 Creation of flower and drought resistant plant beds in various areas at the start of the contract.
 Planting and maintaining seasonal flowers in created flower beds.  Regular weeding and mulching to maintain flower and plant beds. 38

 Watering and fertilizing plants as needed to ensure vibrant growth.

4. Pest and Weed Control
 Weed and pest management must comply with city code RMC 9.48.010, which largely bans herbicides. Alternative eco-friendly methods such as manual removal, mulching, and organic treatments should be utilized.

5. Hardscape and Common Area Maintenance
 Cleaning and maintenance of community sidewalks, driveways, parking lots and patios.
 Removal of litter and debris from all common areas.

6. Seasonal Services
 Spring clean-up, including removal of winter debris and preparation of planting beds.  Fall clean-up, including leaf removal and preparation of plants for winter.

7. Reporting and Communication
 Quarterly reports on landscaping activities performed and upcoming maintenance tasks.
 Designation of a primary contact for communication between the community management and the landscaping company.

8. Additional Services
 Recommendations for landscaping enhancements or improvements.

Hacienda Heights Excess Lot Scope of Services

1. General Landscaping Maintenance
 Requires vegetation control on a monthly basis as well as debris and trash removal.

Section III: Timeline
The tentative time schedule for this contract is as follows:

1. Proposal deadline …………………………………...…………… Thursday, April 24, 2025

2. Proposal evaluations begins……………………………..………. Friday, April 25, 2025

3. Firm selection …………………………………………………....…Tuesday, May 6, 2025

4. Contract joint approval by RHA and City Council ……….…..…. Tuesday, June 17, 2025 39

Once a vendor contract is approved by RHA and City Council, RHA will immediately begin the contract and vendor approval process. In general, this process takes approximately two weeks if there are no issues. Delays are most commonly caused by issues related to vendor insurances.

Section IV: Contract Terms and Conditions
Contract Term
The anticipated term of this contract will begin on July 1, 2025 and end June 30, 2027, with the option to extend for one additional year upon mutual agreement of both parties.

Licenses
The successful Contractor 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 and all subcontractors shall comply with Instructions to Offerors non-Construction (HUD Form 5369-B, Attachment E), Certifications and Representations of Offerors NonConstruction Contract (HUD Form 5369-C, Attachment F) and Table 5.1 of HUD Handbook No. 7460.8 REV 2 which are incorporated into the Contract Documents by this reference.

Sanctuary City Contracting Ordinance (SCCO)
The Richmond Sanctuary City Contracting Ordinance No. 12-18 (Attachment C) prohibits the City from granting and or retaining contracts with any person or entity that provides Data Broker or Extreme Vetting services to the U.S. Immigration and Customs Enforcement Division of the United States Department of Homeland Security (“ICE”). Proposers must submit the attached Sanctuary City Compliance Statement with their Proposal (Attachment D).

Insurance Requirements
Contractor 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 B).
40

Section V: Proposal Submission Guidelines
Electronic Proposals shall be submitted via the City’s secure online bidding system. All required sections of the proposal must be submitted via the website. Contractor is solely responsible for “on time” submission of their electronic proposal. The Bid Management System will not accept late proposals, and no exceptions shall be made. Contractors will receive an e-bid confirmation number with a time stamp from the Bid Management System indicating that their bid was submitted successfully. The City will only receive those proposals that were transmitted successfully.

Interested parties may download copies of the above-mentioned proposal by visiting the City's web site, www.ci.richmond.ca.us/bids. To download RFP, new vendors will be required to register. Once the vendor downloads any documents relative to a solicitation, that vendor's name will appear on the Prospective Bidders list for that project and will receive any addenda or notifications relating to the RFP.

All proposals must be submitted by 4:30 PM on Thursday, April 24, 2025 Proposals should be well-organized and address all aspects of the RFP. Include information on your company profile and experience, relevant project examples, your proposed staffing plan, pricing structure, and references.

All questions and requests for clarification regarding the RFP must be submitted in writing by 10:00AM PST, on April 18, 2025, via the BidsOnline system under the Q&A tab. Staff will provide responses in writing to all questions and post them on the RFP website for reference by all interested vendors.

The COR and the RHA reserves the right to conduct interviews with shortlisted vendors.

Proposals become the property of the COR and the RHA and may be subject to public disclosure after the selection process is complete.

Any party submitting a proposal shall not contact or lobby any City Council member, City official, employee (except those specified for contact) or agent regarding the RFP. Any party attempting to influence or circumvent the RFP, bid submittal, and review process may have their proposal rejected for violating this provision of the RFP.
41

Section VI: Required Submission Package
The submission package must also include the following:

1. Cover sheet referencing this RFP with the name of the firm, contact information, number of employees, and location of office(s).

2. Firm’s Experience: Demonstrate your firm’s experience in jobs similar in scope and complexity as described in this solicitation. Provide your firm’s capability and methodology of rendering the services outlined and summary of experience.

3. References: Provide references of customers, clients, or owners for whom you have delivered similar services. Please include statements or letters of recommendation from customers/clients describing job performance and service. Provide the point of contact, telephone number, email, title, and relation to you. RHA intends to contact these references to determine reliability, job performance, service, and other information.

4. Proposed Rates and Fees: A fee schedule or fixed price for the project for the required services in the Scope of Work Section except for the vacant unit backyards. Include additional charges for services and reimbursable expenses.

Please include separately the cost per vacant backyard and per occupied unit backyard.

5. Completed Attachments: Proposers must submit the attached Sanctuary City Compliance Statement with their Proposal (Attachment D), Certification and Representation of Offerors (HUD Form 5369-C, Attachment F), and Disclosure Statement for Limited Liability Companies (Attachment H) 42

Section VII: Evaluation and Selection Criteria
The selection committee will evaluate, and rate proposals based on the following criteria:

All proposals will be reviewed to determine conformance with the RFP requirements. Failure to meet the requirements may be cause for rejection of the proposal. Any proposal which is incomplete, conditional, or contains irregularities will be rejected.

COR or RHA Reserves the right to:
● Select any proposal as a basis for written or oral communication with any or all of the companies or individuals when such action is considered to be in the best interest of the City of Richmond.
● Exercise discretion and apply its judgment with respect to selection of any proposals submitted.
● Reject all proposals.

Depending on the content as determined by the selection committee, COR and RHA may conduct interviews of the top-ranking firms before final selections are made.

The total points for both the interview and the written proposal combined shall be used to determine the top candidate(s). The selection committee may then consider references and Evaluation Criteria Maximum Points
Quality of the Proposal
o Overall quality and professional appearance of the
proposal submitted, based upon the opinion of the
evaluators.

5 Approach & Understanding
o Quality of the proposed plan for completing the
landscaping services.
o Understanding of RHA’s requirements.
25 Experience
o Demonstrated successful past performance experience for multi-building residential properties, including similar scope and complexity
25 References
o Positive references from previous clients and experience with Public Housing Agencies
5 Proposed Costs
o Overall cost competitiveness
o Transparency of any additional charges or reimbursable expenses.
40 Total Potential Points 100
43

responsibility before selecting the finalist. The selection committee shall select the Proposer that is evaluated to be most competitive, and whose response is deemed to be in the best interest of this requirement.

COR or RHA may negotiate elements of the contract as required to best meet the needs of COR or RHA, with the apparent successful Proposer. If, during contract negotiations and/or during the terms of the agreement, the Successful Proposer finds that the requirements can be met in a more advantageous way, the successful Proposer shall notify RHA in writing of such finding. RHA may include such changes in the Contract.

If COR or RHA determines, in the course of negotiations, that a satisfactory contract cannot be executed in a timely fashion, COR or RHA may reject the successful Proposer and either terminate the procurement process or initiate negotiations with other Proposers in the order of their relative ranking.

Section VIII: Special Conditions
Reservations
This RFP does not commit the City of Richmond or the Richmond Housing Authority to award a contract, to defray any costs incurred in the preparation of a proposal pursuant to this RFP, or to procure or contract for work. RHA may reject a proposal without providing the reason(s) underlying the declination. A failure to award a contract to the proposer with the lowest cost proposal shall not constitute a valid cause of action against RHA.

Public Records
All proposals submitted in response to this RFP become the property of the City of Richmond and public records and, as such, may be subject to public review. Documents protected by law from public disclosure will not be disclosed by the City of Richmond if clearly marked with the word "confidential" on each applicable page. Trade secrets may be marked as confidential only to the extent they meet the requirements of California Government Code section 6254.7. Only information claimed to be a trade secret at the time of submission to the City of Richmond and marked as "confidential" will be treated as a trade secret.

Right to Cancel
COR or RHA reserves the right to cancel or revise, for any or no reason, in part or in its entirety, this RFP. If COR or RHA cancels the RFP prior to the deadline for proposals or revises the RFP, notification will be placed on the City of Richmond’s BidsOnline System www.ci.richmond.ca.us/bids.

Limited Liability Company Disclosure Statement (LLCS)
Resolution No. 86-21 (Attachment G), approved by City Council on July 6, 2021, requires disclosure of the identities of beneficial & responsible owners of Limited Liability Corporations 44

(LLC). Proposers must submit the attached Disclosure Statement of Limited Liability Companies Form with their Proposal (Attachment H).

Additional Information
COR or RHA reserves the right to request additional information and/or clarification from any or all proposers to this RFP but is under no obligation to do so.

HUD Section 3 Clause

1. The 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.

2. The 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.

3. The contractor agrees to send to each labor organization or representative of workers with which the contractor has a collective bargaining agreement or other understanding, if any, a notice advising the labor organization or workers' representative of the contractor's commitments under this section 3 clause, and will post copies of the notice in conspicuous places at the work site where both employees and applicants for training and employment positions can see the notice. The notice shall describe the section 3 preference, shall set forth minimum number and job titles subject to hire, availability of 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

4. 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.

5. 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 45

contractor's obligations under 24 CFR Part 135.

6. 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.
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73 City of Richmond
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74 City of Richmond
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75 City of Richmond
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76 City of Richmond
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77 City of Richmond
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78 City of Richmond
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79 City of Richmond
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81 City of Richmond
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82 City of Richmond
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83 City of Richmond
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84 City of Richmond
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85 City of Richmond
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86 City of Richmond
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87 City of Richmond
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88 City of Richmond
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89 City of Richmond
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90 City of Richmond
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91 City of Richmond
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92 City of Richmond
Landscaping Services for Richmond Housing Authority, bidding on 04/24/2025 4:30 PM (PDT)

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93 City of Richmond
Landscaping Services for Richmond Housing Authority, bidding on 04/24/2025 4:30 PM (PDT)

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94 City of Richmond
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95 City of Richmond
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96 Landscaping Services Scoring Matrix for Richmond Housing Authority One bidder, BWD Gardens, was disqualified by RHA staff for not submitting a complete bid packet.

Table that was used to evaluate the bids is below:

Quality of the Proposal
• Overall quality and professional appearance of the proposal submitted, based upon the opinion of the evaluators.
5 Approach and Understanding
• Quality of the proposed plan for completing the landscaping services. • Understanding of RHA’s requirements.
25 Experience
• Demonstrated successful past performance experience for multi-building residential properties, including similar scope and complexity
25 References
• Positive references from previous clients and experience with Public Housing Agencies 5 Proposed Costs
• Overall cost competitiveness
• Transparency of any additional charges or reimbursable expenses. 40 Total 100
Scorer 1 Scorer 2 Scorer 3 Total
Score
Average
Score
Brightview
Landscape
90 60 90 240 80
Pacific Site
Management
91 65 55 211 70.3
Forester &
Kroger
84 75 59 218 72.6
Cypress
Landscape
80 85 70 235 78.3
Nieto
Landscaping
63 56 31 150 50
97 LANDSCAPE MAINTENANCE OF STREETSCAPES AND RIGHT OF WAY AREAS Richmond Housing Authority
450 Civic Center Plaza
2nd Floor
Richmond, CA 94804
Landscaping Services for
Richmond Housing Authority
98 BrightView Landscape Services 2
April 24, 2025
Richmond Housing Authority
Gregory Palomino, Admin. Assistant
450 Civic Center Plaza, 2nd Floor
Richmond, CA 94804
RE: Landscaping Services for Richmond Housing Authority Dear Mr. Palomino,
BrightView is pleased to submit a proposal for the Landscaping Services for the Richmond Housing Authority.

BrightView is committed to managing your landscape in a safe, proactive, and cost-effective manner that reinforces our commitment to the City of Richmond and its residents. The enclosed proposal was developed in response to your Request for Proposal and will demonstrate how our experienced and skilled team will achieve your landscape goals and keep the Richmond Housing Authority’s sites always looking their best. • Safe Work Environment - The safety and wellbeing of the general public, visitors, district employees, and our employees is of paramount importance to our operation. • Accountable for High Quality Work – Your dedicated Account Manager completes an area specific checklist and quality evaluation form on a regular basis and reviews it with our crew members prior to the service day to assure we complete the scope of work and exceed your expectations. We use our proprietary Quality Site Assessment (QSA) tool to provide real-time insights and ensure proactive landscape management.
• Consistently Employ Best-Practices – We will create area specific maintenance schedules that comply with the Request for Proposal document and specifications for the RHA to ensure that every task gets completed on schedule and no details are overlooked.

As an experienced partner delivering both local expertise and national resources, we understand how a wellmaintained landscape attracts people, adds to your property value and contributes to your success. Our local Branch office in Martinez, CA has 212 landscape professionals. Partnering with BrightView means gaining a dedicated team of local professionals committed to enhancing and preserving Richmond’s landscapes with best-in-class service and sustainability-focused solutions.

Thank you for this opportunity to submit this proposal. Feel free to contact me at (951) 406-5904 or by email at [email protected] with any questions.

Sincerely,
David Moo
Business Development Executive
4677 Pacheco Blvd., Martinez, CA 94553
99 BrightView Landscape Services 3
What’s Inside
I. Cover Page Page 1
II. Cover Letter Page 2
III. Table of Contents Page 3
IV. BrightView’s Experience Page 4-8
V. References Page 9
VI. Proposed Rates and Fees Page 10
VII. Completed Attachments See Attached
100
BrightView Landscape Services 4

BRIGHTVIEW EXPERIENCE & EXPERTISE
• BrightView Landscape Services has over 140 years of industry experience between both legacy organizations (Brickman Group & Valley Crest). Enhancing the American landscape since 1939, BrightView Landscape Services maintains long-term relationships with its clients by offering the highest quality landscape management services at competitive rates. This formula has enabled BrightView to grow from small family-owned businesses to a recognized national industry leader. • Our services include landscape maintenance, landscape architecture and installation, irrigation and arborist services, forest management, sports turf care and snow management. BrightView’s experienced, local teams ensure that your assets are more than simply maintained - they are enhanced to achieve maximum appeal and benefit. With 270 branch offices in 43 states, and our Local Branch in Martinez, BrightView’s structure ensures quality and service are delivered by local, well-trained, & professional staff. • BrightView takes a unique approach to every project and our clients profit from a proven and systematic method that generates tangible results.
• BrightView serves many municipalities, Fortune 500 corporate headquarters, research & development centers, office parks, college campuses and other large prestigious properties. Chances are that when a problem arises, we have successfully solved it in the past. Through droughts and blizzards, prolonged rains, shrinking budgets, and emergencies of all descriptions, our tenured project management, supervisory staff and team have effectively and efficiently solved a similar problem. • Local corporate office in Calabasas with a local branch office in Martinez which services all of Richmond. • Employee pool: 22,000 employees company-wide & over 200 local team members within 20 miles of Richmond
• Largest landscape services company worldwide
• Financially stable
• Nationally acclaimed training organization
• BrightView designs, builds, maintains, and enhances landscapes that improve communities and the environment. We use environmentally responsible equipment and methods, including zero-emission commercial lawn mowers, state-of-the-art water conservation technology, and innovative landscape design.
• Outstanding Safety Record
• Industry leader in native and sustainable landscapes
101
BrightView Landscape Services 5
Quality Control: From The Beginning
Start Up
BrightView’s transition process is a documented action plan that involves both senior and site management by the customer and BrightView. This process starts out with the overall vision and goals of the partnership.

Implementation plans with specific details and schedules are developed. Timely meetings to review progress are scheduled for both individual sites and overall teams to ensure success.

Job start-Up Needs Evaluation:
• Initial job site walk-through is done prior to job start-up to determine specific site-related needs of the customer. Site-specific issues are discussed. A site walk-through is then performed asking more sitespecific questions, which clarify the customer needs • Specific goals set for upcoming year
• Daily, weekly, monthly communication process finalized Goals of Initial Site Meeting:
• Establish a weekly communication process (meetings, reports, etc.) • Clearly establish expectations using contract specifications and current knowledge of site management
• Present schedule of operations in Gantt format
• Identify ALL special situations, issues, areas & processes • Clearly establish a base safety process and site-specific processes • Document a process for out-of-scope work (P.O., sign-off, billing) • Share emergency call process
• Set short-term improvement goals
• Benchmark existing site status, conditions, and opportunities for improvements 102
BrightView Landscape Services 6
• At our initial kick-off meeting we will confirm communication protocols, review the contract and scope of work along with a timeline on completion of key site initiatives. Moreover, we review our safety protocols, our QSA process and scheduling, and discuss pre-approval thresholds on emergency spending. Here’s what to expect in the first 6 months with BrightView at our 30, 60, 90, and 180 day milestones:
•
•
•
• Monthly Review: Client, Account Manager, and Branch Manager • Review agreed upon first month expectations, progress on key initiatives, and lessons learned
• Implement course corrections as may be needed
• Perform site QSA with client
• Confirm site maintenance plan (key site initiatives) for next 30 days • Monthly Review: Client, Account Manager, and Branch Manager • Confirm scope alignment & expectations are being exceeded • Review details on QSA and any carryover items
• Check progress and/or completion of key site initiatives • Client Survey touch point
• Business Review: Client, Account Manager, and Branch Manager • Review 90 Day Follow-up Partnership Transition Guide
• Review details on QSA and any carryover items
• Check progress and/or completion of key site initiatives •
103
BrightView Landscape Services 7

JOB SAFETY
BrightView is the landscape partner who believes safety is much more than the gear we wear – it’s woven into the fabric of our company.

In the landscape industry, the average OSHA Recordable Incident Rate is 4.20. At BrightView, our number is consistently well below; in fact, last year our rate was 1.9. We’re sharing this because we believe that when it comes to safety, there’s no reason to be shy.

Train, Check, & Reinforce
Team members undergo extensive vetting and
training before they serve you, including E-Verify, initial and ongoing driving record checks and drug and alcohol
screenings. New hires undergo our safety orientation and must receive certification for every piece of power equipment they’ll use. We also utilize a buddy system for new hires, pairing them with more tenured team members who help them learn the ropes.

However, our focus on safety doesn’t end there. Crews participate in weekly safety meetings, which review how to avoid hazards relevant to the current season. Our management teams also participate in a weekly safety call, where they review any opportunities for improvement and strategize how to address them. Finally, we conduct periodic jobsite inspections to ensure safety best practices are always in use at your facility.

But it’s not all work and no play. We believe safety should be celebrated. That’s why we’ve created a reward system for safety compliance and make recognition of those who have exhibited good safety behaviors a key part of our morning pre-dispatch routine.

Before We Arrive
Our safety preparations begin well
before we set foot on your property.

Teams begin the day with “Stretch and
Flex”—a time for everyone to stretch
together to prevent soft tissue injuries,
review safety practices, and discuss any
potential hazards. Before leaving the
yard, we inspect our personal
protective equipment (which we
require and provide), supplies, and ensure an ample supply of water to keep the team well hydrated. Finally, we inspect our trucks and trailers to ensure they’re roadworthy and compliant with regulatory agencies. These daily inspections help us remedy and identify any deficiencies that could cause harm to our teams or the public.
104
BrightView Landscape Services 8
On Your Properties
We’re easy to spot, but that’s intentional. Our attire is designed to make it easy to identify who is part our crew and enhance visibility for your safety and ours. In addition to our company-issued PPE, our crews are fully uniformed in seasonally appropriate gear, which always includes name badges and safety vests. Our vehicles are logoed and feature our distinctive livery, while cones are used to mark safety zones.

However, what’s not visible is one of the features we’re most proud of: our Stop Work Authority. The Stop Work Authority empowers every team member to take safety into their own hands. Crew members are encouraged to stop a job if they personally feel unsafe, or witness something that could put a teammate or the public in peril.

Continuous Improvement
Though our OSHA incident rate is significantly better than the industry average, there are always opportunities to improve. Hazards, near misses, and concerns are always submitted to our Branch Safety Leaders for review and correction, if needed. In the event of an injury, a root cause analysis is conducted to ensure future incidences are prevented.

We’re proud of our safety program, but that’s not the only reason we’re sharing these details. We’re providing this information because we believe it should be readily available to you, to aid in your selection process. The patients who entrust you with their care have confidence they’ll be in good hands. We want you to have that same confidence in us.

Additional Safety Measures Include
• New Hire Safety Orientation
• New Hires Wear Orange Vests for Better Oversight
• Extensive Driver Safety Certification Program
• Certification Required to Use All Power Equipment
• Take 2-Two Inspection at Each Job Every Day
• Mandatory Weekly Field Crew Safety Meetings
• Reward System for Safety Compliance
• Weekly Management Safety Calls
• Certified in Traffic Control
105
BrightView Landscape Services 9

BRIGHTVIEW REFERENCES
City of Campbell
70 N. First St.

Campbell, CA 95008
Citywide Landscape Maintenance
Contact: Bob Siudzinski
[email protected]
(408) 206-6284
Start Date: 2020 – present
$127,765 Annually
City of San José
200 E Santa Clara Street
San Jose, CA 95113
Citywide Landscape Maintenance
Contact: Jose Guerra
[email protected]
(408) 499-8349
Start Date: 2014 – present
$535,616 Annually
City of Milpitas
455 East Calaveras Boulevard
Milpitas, CA 95035
Citywide and Parks Landscape Maintenance
Contact: Eddie Clements
[email protected]
(408) 373-7668
Start Date: 2017 – present
$1,682,784 Annually
106
BrightView Landscape Services 10

PROPOSED RATES AND FEES
Richmond Housing Authority Monthly
Pricing
Annual
Pricing
Nystrom Village Common Area $7,927.00 $95,124.00
Hacienda Express Lot $490.00 $5,880.00
Occupied Backyard Pricing: $27.00 $324.00
Vacant Backyard Pricing: $20.00 $240.00
Additional Services Pricing:

Regular Time Labor Rate including
work truck and tools
Price/Hour
Landscape Maintenance Laborer $39.00
Skilled Technician $68.00
Supervisor/Foreman $70.00
Emergency/After Hour Response Labor
Rate
Price/Hour
Landscape Maintenance Laborer $58.50
Skilled Technician $102.00
Supervisor/Foreman $105.00
107

CITY OF RICHMOND
Sanctuary City Compliance Statement
The undersigned, an authorized agent of (hereafter
"Contractor"), has had an opportunity to review the requirements of City of Richmond Ordinance 12-18 (hereafter "Sanctuary City Contracting Ordinance" or “SCCO”). Contractor understands and agrees that the City may choose with whom it will maintain business relations and may refrain from contracting with any person or entity that provides Data Broker or Extreme Vetting services to the U.S. Immigration and Customs Enforcement Division of the United States Department of Homeland Security (“ICE”). Contractor understands the meaning of the following terms used in the SCCO:
a. "Data Broker” means either of the following:
i. The collection of information, including personal information about consumers, from a wide variety of sources for the purposes of reselling such information to their customers, which include both private-sector business and government agencies; ii. The aggregation of data that was collected for another purpose from that for which it is ultimately used.
b. “Extreme Vetting” means data mining, threat modeling, predictive risk analysis, or other similar services."
Contractor understands that it is not eligible to receive or retain a City contract if at the time the Contract is executed, or at any time during the term of the Contract, it provides Data Broker or Extreme Vetting services to ICE.

Contractor further understands and agrees that Contractor's failure to comply with the SCCO shall constitute a material default of the Contract and the City Manager may terminate the Contract and bar Contractor from bidding on future contracts with the City for five (5) years from the effective date of the contract termination.

By executing this Statement, Contractor certifies that it complies with the requirements of the SCCO and that if at any time during the term of the Contract it ceases to comply, Contractor will promptly notify the City Manager in writing. Any person or entity who knowingly or willingly supplies false information in violation of the SCCO shall be guilty of a misdemeanor and subject to a $1,000 fine.

Based on the foregoing, the undersigned declares under penalty of perjury under the laws of the State of California that the foregoing is true and correct. Executed this day of , 20 , at , California.

Printed Name: Title:

Signed: Date:

Business Entity:

Vendor SCCO Compliance Statement (Augt2020)
BrightView Landscape Services, Inc.
24th April 25 Martinez
David Moo Business Development Executive
4/24/25
BrightView Landscape Services, Inc.
108
form HUD-5369-C (8/93)
ref. Handbook 7460.8 Previous edition is obsolete page 1 of 2

1. Contingent Fee Representation and Agreement
(a) The bidder/offeror represents and certifies as part of its bid/ offer that, except for full-time bona fide employees working solely for the bidder/offeror, the bidder/offeror:
(1) [ ] has, [ ] has not employed or retained any person or company to solicit or obtain this contract; and
(2) [ ] has, [ ] has not paid or agreed to pay to any person or company employed or retained to solicit or obtain this contract any commission, percentage, brokerage, or other fee contingent upon or resulting from the award of this contract.
(b) If the answer to either (a)(1) or (a) (2) above is affirmative, the bidder/offeror shall make an immediate and full written disclosure to the PHA Contracting Officer.
(c) Any misrepresentation by the bidder/offeror shall give the PHA the right to (1) terminate the resultant contract; (2) at its discretion, to deduct from contract payments the amount of any commission, percentage, brokerage, or other contingent fee; or (3) take other remedy pursuant to the contract.

2. Small, Minority, Women-Owned Business Concern Representation The bidder/offeror represents and certifies as part of its bid/ offer that it:
(a) [ ] is, [ ] is not a small business concern. “Small business concern,” as used in this provision, means a concern, including its affiliates, that is independently owned and operated, not dominant in the field of operation in which it is bidding, and qualified as a small business under the criteria and size standards in 13 CFR 121.
(b) [ ] is, [ ] is not a women-owned small business concern. “Women-owned,” as used in this provision, means a small business that is at least 51 percent owned by a woman or women who are U.S. citizens and who also control and
operate the business.
(c) [ ] is, [ ] is not a minority enterprise which, pursuant to Executive Order 11625, is defined as a business which is at least 51 percent owned by one or more minority group
members or, in the case of a publicly owned business, at least 51 percent of its voting stock is owned by one or more
minority group members, and whose management and daily
operations are controlled by one or more such individuals.

For the purpose of this definition, minority group members are:
(Check the block applicable to you)
[ ] Black Americans [ ] Asian Pacific Americans
[ ] Hispanic Americans [ ] Asian Indian Americans
[ ] Native Americans [ ] Hasidic Jewish Americans

3. Certificate of Independent Price Determination
(a) The bidder/offeror certifies that—
(1) The prices in this bid/offer have been arrived at independently, without, for the purpose of restricting competition, any consultation, communication, or agreement with any other bidder/offeror or competitor relating to (i) those prices, (ii) the intention to submit a bid/offer, or (iii) the methods or factors used to calculate the prices offered;
(2) The prices in this bid/offer have not been and will not be knowingly disclosed by the bidder/offeror, directly or
indirectly, to any other bidder/offeror or competitor before bid opening (in the case of a sealed bid solicitation) or contract award (in the case of a negotiated solicitation) unless otherwise required by law; and
(3) No attempt has been made or will be made by the bidder/ offeror to induce any other concern to submit or not to submit a bid/offer for the purpose of restricting competition. (b) Each signature on the bid/offer is considered to be a certification by the signatory that the signatory:
(1) Is the person in the bidder/offeror’s organization responsible for determining the prices being offered in this bid or proposal, and that the signatory has not participated and will not participate in any action contrary to subparagraphs (a)(l) through (a)(3) above; or (2) (i) Has been authorized, in writing, to act as agent for the following principals in certifying that those principals have not participated, and will not participate in any
action contrary to subparagraphs (a)(l) through (a)(3)
above (insert full name of person(s) in the bidder/offeror’s organization responsible for determining the prices offered in this bid or proposal, and the title of his or her position in the bidder/offeror’s organization);
(ii) As an authorized agent, does certify that the principals named in subdivision (b)(2)(i) above have not participated, and will not participate, in any action contrary to subparagraphs (a)(l) through (a)(3) above; and
U.S. Department of Housing
and Urban Development
Office of Public and Indian Housing
Certifications and
Representations
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. 109
form HUD-5369-C (8/93)
ref. Handbook 7460.8 Previous edition is obsolete page 2 of 2 (iii) As an agent, has not personally participated, and will not participate in any action contrary to subparagraphs (a)(l) through (a)(3) above.
(c) If the bidder/offeror deletes or modifies subparagraph (a)2 above, the bidder/offeror must furnish with its bid/offer a signed statement setting forth in detail the circumstances of the disclosure.

4. Organizational Conflicts of Interest Certification
(a) The Contractor warrants that to the best of its knowledge and belief and except as otherwise disclosed, it does not have any organizational conflict of interest which is defined as a situation in which the nature of work under a proposed
contract and a prospective contractor’s organizational, financial, contractual or other interest are such that:
(i) Award of the contract may result in an unfair competitive advantage; (ii) The Contractor’s objectivity in performing the contract work may be impaired; or (iii) That the Contractor has disclosed all relevant information and requested the HA to make a determination with respect to this Contract.
(b) The Contractor agrees that if after award he or she discovers an organizational conflict of interest with respect to this contract, he or she shall make an immediate and full disclosure in writing to the HA which shall include a description of the action which the Contractor has taken or intends to eliminate or neutralize the conflict. The HA may, however, terminate the Contract for the convenience of HA if it would be in the best interest of HA.
(c) In the event the Contractor was aware of an organizational conflict of interest before the award of this Contract and intentionally did not disclose the conflict to the HA, the HA may terminate the Contract for default.
(d) The Contractor shall require a disclosure or representation from subcontractors and consultants who may be in a position to influence the advice or assistance rendered to the HA and shall include any necessary provisions to eliminate or neutralize conflicts of interest in consultant agreements or subcontracts involving performance or work under this Contract.

5. Authorized Negotiators (RFPs only)
The offeror represents that the following persons are authorized to negotiate on its behalf with the PHA in connection with this request for proposals: (list names, titles, and telephone numbers of the authorized negotiators):

6. Conflict of Interest
In the absence of any actual or apparent conflict, the offeror, by submission of a proposal, hereby warrants that to the best of its knowledge and belief, no actual or apparent conflict of interest exists with regard to my possible performance of this procurement, as described in the clause in this solicitation titled “Organizational Conflict of Interest.”

7. Offeror's Signature
The offeror hereby certifies that the information contained in these certifications and representations is accurate, complete, and current.

Signature & Date:

Typed or Printed Name:

Title:

David Moo 04/24/2025 Business Development Executive BrightView Landscape Services, Inc. 110
Disclosure Statement for Limited Liability Companies
Whenever the owner of a property or the applicant for a City permit or license is a limited liability company (“LLC”), the LLC shall provide the City with the names and business addresses of any and all shareholders, directors, officers, members, managers, other authorized persons, partners, and “Beneficial Owners” of the applying LLC. A Beneficial Owner is any person or entity who: (1) exercises substantial control over the applying LLC; (2) owns 25% or more of the interest in the applying LLC; or (3) receives substantial economic benefits from the assets of the applying LLC. If any LLC shareholder, director, officer, member, manager, other authorized person, partner, or Beneficial Owner is itself an LLC or other business entity, the names and business addresses must also be provided for any and all shareholders, directors, officers, members, managers, other authorized persons, partners, and Beneficial Owners of that LLC or other business entity all the way up through each entity in the organizational chart until ultimate ownership by individual people is disclosed.

Name: _____________________
Title: _____________________
Address:__________________________________________
Name: _____________________
Title: _____________________
Address:__________________________________________
Name: _____________________
Title: _____________________
Address:__________________________________________
☐ Check this box if additional ownership information is attached to this Disclosure Statement.

In signing this Disclosure Statement, I represent that the information submitted in this Disclosure Statement, and any attachments, is true and correct.

Signature: _____________________
Printed Name: _____________________
Title: _____________________
Date: _____________________ 04/24/2025 Business Development Executive BrightView Landscape Services, Inc. N/A BrightView is not an LLC Business Development Executive 111

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.

Gregory Palomino (510) 621-1361 Landscaping Services for Richmond Housing Authority Brightview Landscape Services, INC. 40062765July 1, 2025 June 30, 2025 230,000 17051 ✔ 112
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 and (2) should be
accompanied by completed notary
acknowledgment forms.)
[Complete the notary acknowledgments
which are attached hereto.]
113

SERVICE PLAN
See the Special Conditions page.
114

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.

Gregory Palomino Gregory Palomino
115

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. 116

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.
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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.
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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 119
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 120
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.
121
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.
122
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 123
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.

Gregory Palomino 450 Civic Center Plaza 2nd Floor Richmond, CA 94804 124

SPECIAL CONDITIONS

1. Contractor shall provide landscaping services for Nystrom Village and the Hacienda excess lot as described below:

I. LOCATIONS/PROPERTIES COVERED The services shall be performed at the following locations within the Richmond Housing Authority's Nystrom Village portfolio:
• Nystrom Village Common Areas
• Hacienda Express Lot
• Individual Occupied Unit Backyards (on-demand basis)
• Individual Vacant Unit Backyards (on-demand basis)
II. CORE RECURRING SERVICES (FIXED COST) The Contractor shall provide regularly scheduled, comprehensive landscaping maintenance services for the Nystrom Village Common Areas and the Hacienda Express Lot. These services shall include, but are not limited to, the following elements to ensure continuous upkeep and presentation:
• Mowing, edging, and blowing of turf areas.
• Weeding, cultivation, and maintenance of shrub beds and ground cover areas. • Pruning and shaping of shrubs and small trees (within typical landscape maintenance scope).
• Leaf removal and debris clean-up.
• Maintenance of paved areas, walkways, and other hardscapes as they relate to landscape debris.
• Irrigation system monitoring, adjustments, and basic maintenance to ensure efficient water usage.
• Pest and disease control as necessary for plant health, utilizing best practices. • Fertilization programs for turf and plant material.
• Seasonal clean-ups and preparation.

III. VARIABLE/ON-DEMAND SERVICES The Contractor shall provide additional landscaping services for individual unit backyards on an as-needed, on-demand basis, at the rates specified in the contract. These services are typically initiated by RHA staff and include:
• Occupied Backyard Landscaping: General clean-up, mowing, weeding, and basic maintenance of occupied unit backyards as requested. (Rate: $27.00 per instance ). • Vacant Backyard Landscaping: Regular maintenance and clean-up of vacant unit backyards to ensure presentability and safety. This includes general landscaping upkeep. (Rate: $20.00 per instance ). The RHA currently maintains approximately 37 vacant units, with potential for this number to fluctuate.
• Additional Services Pricing: Labor for out-of-scope or emergency work will be provided at the following hourly rates, including work truck and tools:
125
o Landscape Maintenance Laborer: $39.00/hour (Regular Time); $58.50/hour (Emergency/After Hour Response)
o Skilled Technician: $68.00/hour (Regular Time); $102.00/hour (Emergency/After Hour Response)
o Supervisor/Foreman: $70.00/hour (Regular Time); $105.00/hour (Emergency/After Hour Response)
IV. GENERAL REQUIREMENTS AND CONTRACTOR RESPONSIBILITIES The Contractor shall adhere to the following general requirements and demonstrate capabilities as proposed in their bid:
• Quality Control: Implement rigorous quality control measures, including regular site assessments using tools like the proprietary Quality Site Assessment (QSA) tool, areaspecific checklists, and client reviews to ensure scope completion and high standards. • Safety: Maintain a paramount commitment to safety for the general public, RHA staff, and Contractor employees. This includes adherence to comprehensive safety protocols, regular safety training (e.g., weekly meetings, daily "Stretch-n-Flex"), proper use of Personal Protective Equipment (PPE), and implementation of a "Stop Work Authority" empowering all team members to halt work if unsafe conditions arise. • Environmental Practices: Utilize environmentally responsible equipment and methods where feasible, including considerations for zero-emission commercial lawn mowers, state-of-the-art water conservation technology, and sustainable landscape practices. • Personnel: Provide experienced, local, well-trained, and professional staff. The Contractor shall ensure adequate staffing to consistently meet service requirements and schedules.
• Communication & Reporting: Establish and maintain clear communication protocols with RHA staff, including regular meetings (e.g., monthly, quarterly reviews) to discuss progress, address issues, and plan future initiatives. Provide necessary documentation and reporting as required by the RHA.

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 Section I), “General Conditions for Non-Construction Contracts Section II” (HUD-5370-C Section II), “Certifications and Representations of Offerors” (HUD-5369-C), “Certification Regarding Debarment and Suspension” (HUD2992), 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. In addition to the General Conditions set forth herein, Contractor shall comply with the terms and conditions set forth in the documents entitled “City of Richmond Sanctuary City Compliance Statement” which is attached hereto and incorporated herein by this reference. 126

4. Contractor shall provide the insurance coverage set forth in the document entitled "City of Richmond — Insurance Requirements — Type 1: “Consultants and Contractors" 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".
127
General Conditions for Non-Construction
Contracts
Section I – (With or without Maintenance Work)
U.S. Department of Housing and Urban
Development
Office of Public and Indian Housing
Office of Labor Relations
OMB Approval No. 2577-0157 (exp. 1/01/2014)
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 Sections must be inserted into non-construction contracts as described below:
1) Non-construction contracts (without maintenance)
greater than $100,000 - use Section I;
2) Maintenance contracts (including nonroutine
maintenance as defined at 24 CFR 968.105) greater than
$2,000 but not more than $100,000 - use Section II; and 3) Maintenance contracts (including nonroutine
maintenance), greater than $100,000 – use Sections I
and II.
====================================================
Section I - Clauses for All Non-Construction Contracts greater than $100,000
====================================================

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 proposal submitted before final payment of the contract. (d) Failure to agree to any adjustment shall be a dispute under clause Disputes, herein. However, nothing in this clause shall excuse the Contractor from proceeding with the
contract as changed.
(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 6 form HUD-5370-C (10/2006)
128
(b) The Contractor agrees to include in first-tier subcontracts under this contract a clause substantially the same as
paragraph (a) above. "Subcontract," as used in this clause, excludes purchase orders not exceeding $10,000.
(c) The periods of access and examination in paragraphs (a) and (b) above for records relating to:
(i) appeals under the clause titled Disputes;
(ii) litigation or settlement of claims arising from the performance of this contract; or,
(iii) costs and expenses of this contract to which the HA, HUD, or Comptroller General or any of their duly
authorized representatives has taken exception shall
continue until disposition of such appeals, litigation, claims, or exceptions.

5. Rights in Data (Ownership and Proprietary Interest)
The HA shall have exclusive ownership of, all proprietary interest in, and the right to full and exclusive possession of all information, materials and documents discovered or produced by Contractor pursuant to the terms of this Contract, including but not limited to reports, memoranda or letters concerning the research and reporting tasks of this Contract.

6. Energy Efficiency
The contractor shall comply with all mandatory standards and policies relating to energy efficiency which are contained in the energy conservation plan issued in compliance with the Energy Policy and Conservation Act (Pub.L. 94-163) for the State in which the work under this contract is performed.

7. Disputes
(a) All disputes arising under or relating to this contract, except for disputes arising under clauses contained in Section III, Labor Standards Provisions, including any claims for
damages for the alleged breach there of which are not
disposed of by agreement, shall be resolved under this
clause.
(b) All claims by the Contractor shall be made in writing and submitted to the HA. A claim by the HA against the
Contractor shall be subject to a written decision by the HA. (c) The HA shall, with reasonable promptness, but in no event in no more than 60 days, render a decision concerning any claim hereunder. Unless the Contractor, within 30 days
after receipt of the HA's decision, shall notify the HA in writing that it takes exception to such decision, the decision shall be final and conclusive.
(d) Provided the Contractor has (i) given the notice within the time stated in paragraph (c) above, and (ii) excepted its claim relating to such decision from the final release, and (iii) brought suit against the HA not later than one year after receipt of final payment, or if final payment has not been made, not later than one year after the Contractor has had a reasonable time to respond to a written request by the HA that it submit a final voucher and release, whichever is earlier, then the HA's decision shall not be final or
conclusive, but the dispute shall be determined on the
merits by a court of competent jurisdiction.
(e) The Contractor shall proceed diligently with performance of this contract, pending final resolution of any request for relief, claim, appeal, or action arising under the contract, and comply with any decision of the HA.

8. Contract Termination; Debarment
A breach of these Contract clauses may be grounds for
termination of the Contract and for debarment or denial of participation in HUD programs as a Contractor and a
subcontractor as provided in 24 CFR Part 24.

9. Assignment of Contract
The Contractor shall not assign or transfer any interest in this contract; except that claims for monies due or to become due from the HA under the contract may be assigned to a bank, trust company, or other financial institution. If the Contractor is a partnership, this contract shall inure to the benefit of the surviving or remaining member(s) of such partnership approved by the HA.

10. Certificate and Release
Prior to final payment under this contract, or prior to settlement upon termination of this contract, and as a condition precedent thereto, the Contractor shall execute and deliver to the HA a certificate and release, in a form acceptable to the HA, of all claims against the HA by the Contractor under and by virtue of this contract, other than such claims, if any, as may be specifically excepted by the Contractor in stated amounts set forth therein.

11. Organizational Conflicts of Interest
(a) The Contractor warrants that to the best of its knowledge and belief and except as otherwise disclosed, it does not have any organizational conflict of interest which is defined as a situation in which the nature of work under this
contract and a contractor's organizational, financial,
contractual or other interests are such that:
(i) Award of the contract may result in an unfair
competitive advantage; or
(ii) The Contractor's objectivity in performing the contract work may be impaired.
(b) The Contractor agrees that if after award it discovers an organizational conflict of interest with respect to this contract or any task/delivery order under the contract, he or she shall make an immediate and full disclosure in writing to the Contracting Officer which shall include a description of the action which the Contractor has taken or intends to take to eliminate or neutralize the conflict. The HA may, however, terminate the contract or task/delivery order for the convenience of the HA if it would be in the best interest of the 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 Contracting Officer, the HA may terminate the contract for default. (d) The terms of this clause shall be included in all
subcontracts and consulting agreements wherein the work to be performed is similar to the service provided by the prime Contractor. The Contractor shall include in such
subcontracts and consulting agreements any necessary
provisions to eliminate or neutralize conflicts of interest.

12. Inspection and Acceptance
(a) The HA has the right to review, require correction, if necessary, and accept the work products produced by the Contractor. Such review(s) shall be carried out within 30 days so as to not impede the work of the Contractor. Any Section I - Page 2 of 6 Form HUD-5370-C (10/2006) 129
product of work shall be deemed accepted as submitted if the HA does not issue written comments and/or required
corrections within 30 days from the date of receipt of such product from the Contractor.
(b) The Contractor shall make any required corrections
promptly at no additional charge and return a revised copy of the product to the HA within 7 days of notification or a later date if extended by the HA.
(c) Failure by the Contractor to proceed with reasonable promptness to make necessary corrections shall be a
default. If the Contractor's submission of corrected work remains unacceptable, the HA may terminate this contract (or the task order involved) or reduce the contract price or cost to reflect the reduced value of services received.

13. Interest of Members of Congress
No member of or delegate to the Congress of the United States of America or Resident Commissioner shall be admitted to any share or part of this contract or to any benefit to arise there from, but this provision shall not be construed to extend to this contract if made with a corporation for its general benefit.

14. Interest of Members, Officers, or Employees and Former Members, Officers, or Employees
No member, officer, or employee of the HA, no member of the governing body of the locality in which the project is situated, no member of the governing body in which the HA was activated, and no other pubic official of such locality or localities who exercises any functions or responsibilities with respect to the project, shall, during his or her tenure, or for one year thereafter, have any interest, direct or indirect, in this contract or the proceeds thereof.

15. Limitation on Payments to Influence Certain Federal Transactions
(a) Definitions. As used in this clause:
"Agency", as defined in 5 U.S.C. 552(f), includes Federal executive departments and agencies as well as independent regulatory commissions and Government corporations, as
defined in 31 U.S.C. 9101(1).
"Covered Federal Action" means any of the following
Federal actions:
(i) The awarding of any Federal contract;
(ii) The making of any Federal grant;
(iii) The making of any Federal loan;
(iv) The entering into of any cooperative agreement; and, (v) The extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or
cooperative agreement.

Covered Federal action does not include receiving from an agency a commitment providing for the United States to insure or guarantee a loan.
"Indian tribe" and "tribal organization" have the meaning provided in section 4 of the Indian Self-Determination and Education Assistance Act (25 U.S.C. 450B). Alaskan Natives are included under the definitions of Indian tribes in that Act. "Influencing or attempting to influence" means making, with the intent to influence, any communication to or appearance before an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any covered
Federal action.
"Local government" means a unit of government in a State and, if chartered, established, or otherwise recognized by a State for the performance of a governmental duty, including a local public authority, a special district, an intrastate district, a council of governments, a sponsor group representative
organization, and any other instrumentality of a local
government.
"Officer or employee of an agency" includes the following individuals who are employed by an agency:
(i) An individual who is appointed to a position in the Government under title 5, U.S.C., including a position
under a temporary appointment;
(ii) A member of the uniformed services as defined in
section 202, title 18, U.S.C.;
(iii) A special Government employee as defined in section 202, title 18, U.S.C.; and,
(iv) An individual who is a member of a Federal advisory committee, as defined by the Federal Advisory
Committee Act, title 5, appendix 2.
“Person" means an individual, corporation, company,
association, authority, firm, partnership, society, State, and local government, regardless of whether such entity is operated for profit or not for profit. This term excludes an Indian tribe, tribal organization, or other Indian organization with respect to expenditures specifically permitted by other Federal law. "Recipient" includes all contractors, subcontractors at any tier, and subgrantees at any tier of the recipient of funds received in connection with a Federal contract, grant, loan, or cooperative agreement. The term excludes an Indian tribe, tribal organization, or any other Indian organization with respect to expenditures specifically permitted by other Federal law. "Regularly employed means, with respect to an officer or employee of a person requesting or receiving a Federal
contract, grant, loan, or cooperative agreement, an officer or employee who is employed by such person for at least 130 working days within one year immediately preceding the date of the submission that initiates agency consideration of such person for receipt of such contract, grant, loan, or cooperative agreement. An officer or employee who is employed by such person for less than 130 working days within one year
immediately preceding the date of submission that initiates agency consideration of such person shall be considered to be regularly employed as soon as he or she is employed by such person for 130 working days.
"State" means a State of the United States, the District of Columbia, the Commonwealth of Puerto Rico, a territory or possession of the United States, an agency or instrumentality of a State, and a multi-State, regional, or interstate entity having governmental duties and powers.
(b) Prohibitio n.
(i) Section 1352 of title 31, U.S.C. provides in part that no appropriated funds may be expended by the recipient
of a Federal contract, grant, loan, or cooperative
agreement to pay any person for influencing or
attempting to influence an officer or employee of any
agency, a Member of Congress, an officer or
employee of Congress, or an employee of a Member
of Congress in connection with any of the following
covered Federal actions: the awarding of any Federal
contract, the making of any Federal grant, the making
of any Federal loan, the entering into of any
cooperative agreement, and the extension,
continuation, renewal, amendment, or modification of
any Federal contract, grant, loan, or cooperative
agreement.
(ii) The prohibition does not apply as follows:

Section I - Page 3 of 6 Form HUD-5370-C (10/2006) 130
(1) Agency and legislative liaison by Own
Employees.
(a) The prohibition on the use of appropriated
funds, in paragraph (i) of this section, does not
apply in the case of a payment of reasonable
compensation made to an officer or employee of
a person requesting or receiving a Federal
contract, grant, loan, or cooperative agreement, if
the payment is for agency and legislative
activities not directly related to a covered Federal
action.
(b) For purposes of paragraph (b)(i)(1)(a) of
this clause, providing any information specifically
requested by an agency or Congress is permitted
at any time.
(c) The following agency and legislative liaison
activities are permitted at any time only where
they are not related to a specific solicitation for
any covered Federal action:
(1) Discussing with an agency
(including individual demonstrations) the qualities
and characteristics of the person's products or
services, conditions or terms of sale, and service
capabilities; and,
(2) Technical discussions and other
activities regarding the application or adaptation
of the person's products or services for an
agency's use.
(d) The following agency and legislative liaison
activities are permitted where they are prior to
formal solicitation of any covered Federal action:
(1) Providing any information not
specifically requested but necessary for an
agency to make an informed decision about
initiation of a covered Federal action;
(2) Technical discussions regarding the
preparation of an unsolicited proposal prior to its
official submission; and
(3) Capability presentations by persons
seeking awards from an agency pursuant to the
provisions of the Small Business Act, as
amended by Public Law 95-507 and other
subsequent amendments.
(e) Only those activities expressly authorized
by subdivision (b)(ii)(1)(a) of this clause are
permitted under this clause.
(2) Professional and technical services.
(a) The prohibition on the use of appropriated
funds, in subparagraph (b)(i) of this clause,
does not apply in the case of-
(i) A payment of reasonable compensation
made to an officer or employee of a
person requesting or receiving a
covered Federal action or an extension,
continuation, renewal, amendment, or
modification of a covered Federal
action, if payment is for professional or
technical services rendered directly in
the preparation, submission, or
negotiation of any bid, proposal, or
application for that Federal action or for
meeting requirements imposed by or
pursuant to law as a condition for
receiving that Federal action.
(ii) Any reasonable payment to a person,
other than an officer or employee of a
person requesting or receiving a
covered Federal action or an extension,
continuation, renewal, amendment, or
modification of a covered Federal action
if the payment is for professional or
technical services rendered directly in
the preparation, submission, or
negotiation of any bid, proposal, or
application for that Federal action or for
meeting requirements imposed by or
pursuant to law as a condition for
receiving that Federal action. Persons
other than officers or employees of a
person requesting or receiving a
covered Federal action include
consultants and trade associations.
(b) For purposes of subdivision (b)(ii)(2)(a) of
clause, "professional and technical services"
shall be limited to advice and analysis
directly applying any professional or
technical discipline.
(c) Requirements imposed by or pursuant to law
as a condition for receiving a covered
Federal award include those required by law
or regulation, or reasonably expected to be
required by law or regulation, and any other
requirements in the actual award
documents.
(d) Only those services expressly authorized by
subdivisions (b)(ii)(2)(a)(i) and (ii) of this
section are permitted under this clause.
(iii) Selling activities by independent sales
representatives.
(c) The prohibition on the use of appropriated funds, in subparagraph (b)(i) of this clause, does not apply to the following selling activities before an agency by independent sales representatives, provided such activities are prior to formal solicitation by an agency and are specifically limited to the merits of the matter:
(i) Discussing with an agency (including individual
demonstration) the qualities and characteristics of the person's products or services, conditions or terms of
sale, and service capabilities; and
(ii) Technical discussions and other activities regarding the application or adaptation of the person's products
or services for an agency's use.
(d) Agreement. In accepting any contract, grant, cooperative agreement, or loan resulting from this solicitation, the person submitting the offer agrees not to make any
payment prohibited by this clause.
(e) Penalties. Any person who makes an expenditure
prohibited under paragraph (b) of this clause shall be
subject to civil penalties as provided for by 31 U.S.C. 1352.

An imposition of a civil penalty does not prevent the
Government from seeking any other remedy that may be
applicable.
(f) Cost Allowability. Nothing in this clause is to be interpreted to make allowable or reasonable any costs which would be unallowable or unreasonable in accordance with Part 31 of the Federal Acquisition Regulation (FAR), or OMB
Circulars dealing with cost allowability for recipients of assistance agreements. Conversely, costs made
specifically unallowable by the requirements in this clause will not be made allowable under any of the provisions of FAR Part 31 or the relevant OMB Circulars.

Section I - Page 4 of 6 Form HUD-5370-C (10/2006) 131

16. Equal Employment Opportunity
During the performance of this contract, the Contractor agrees as follows:
(a) The Contractor shall not discriminate against any employee or applicant for employment because of race, color,
religion, sex, or national origin.
(b) The Contractor shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color,
religion, sex, or national origin. Such action shall include, but not be limited to (1) employment; (2) upgrading; (3) demotion; (4) transfer; (5) recruitment or recruitment
advertising; (6) layoff or termination; (7) rates of pay or other forms of compensation; and (8) selection for training, including apprenticeship.
(c) The Contractor shall post in conspicuous places available to employees and applicants for employment the notices to be provided by the Contracting Officer that explain this clause.
(d) The Contractor shall, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin.
(e) The Contractor shall send, to each labor union or
representative of workers with which it has a collective bargaining agreement or other contract or understanding, the notice to be provided by the Contracting Officer
advising the labor union or workers' representative of the Contractor's commitments under this clause, and post
copies of the notice in conspicuous places available to employees and applicants for employment.
(f) The Contractor shall comply with Executive Order 11246, as amended, and the rules, regulations, and orders of the Secretary of Labor.
(g) The Contractor shall furnish all information and reports required by Executive Order 11246, as amended and by
rules, regulations, and orders of the Secretary of Labor, or pursuant thereto. The Contractor shall permit access to its books, records, and accounts by the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders.
(h) In the event of a determination that the Contractor is not in compliance with this clause or any rule, regulation, or order of the Secretary of Labor, this contract may be canceled, terminated, or suspended in whole or in part, and the
Contractor may be declared ineligible for further
Government contracts, or federally assisted construction contracts under the procedures authorized in Executive
Order 11246, as amended. In addition, sanctions may be
imposed and remedies invoked against the Contractor as
provided in Executive Order 11246, as amended, the rules, regulations, and orders of the Secretary of Labor, or as otherwise provided by law.
(i) The Contractor shall include the terms and conditions of this clause in every subcontract or purchase order unless exempted by the rules, regulations, or orders of the
Secretary of Labor issued under Executive Order 11246, as amended, so that these terms and conditions will be
binding upon each subcontractor or vendor. The
Contractor shall take such action with respect to any
subcontractor or purchase order as the Secretary of
Housing and Urban Development or the Secretary of Labor may direct as a means of enforcing such provisions,
including sanctions for noncompliance; provided that if the Contractor becomes involved in, or is threatened with,
litigation with a subcontractor or vendor as a result of such direction, the Contractor may request the United States to enter into the litigation to protect the interests of the United States.

17. Dissemination or Disclosure of Information
No information or material shall be disseminated or disclosed to the general public, the news media, or any person or
organization without prior express written approval by the HA.

18. Contractor's Status
It is understood that the Contractor is an independent contractor and is not to be considered an employee of the HA, or assume any right, privilege or duties of an employee, and shall save harmless the HA and its employees from claims suits, actions and costs of every description resulting from the Contractor's activities on behalf of the HA in connection with this Agreement.

19. Other Contractors
HA may undertake or award other contracts for additional work at or near the site(s) of the work under this contract. The contractor shall fully cooperate with the other contractors and with HA and HUD employees and shall carefully adapt
scheduling and performing the work under this contract to accommodate the additional work, heeding any direction that may be provided by the Contracting Officer. The contractor shall not commit or permit any act that will interfere with the performance of work by any other contractor or HA employee.

20. Liens
The Contractor is prohibited from placing a lien on HA's property. This prohibition shall apply to all subcontractors.

21. Training and Employment Opportunities for Residents in the Project Area (Section 3, HUD Act of 1968; 24 CFR 135) (a) The work to be performed under this contract is subject to the 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) The 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) The contractor agrees to send to each labor organization or representative of workers with which the contractor has a collective bargaining agreement or other understanding, if any, a notice advising the labor organization or workers' representative of the contractor's commitments under this section 3 clause, and will post copies of the notice in conspicuous places at the work site where both employees and applicants for training and employment positions can see the notice. The notice shall describe the section 3 preference, shall set forth minimum number and job titles subject to hire, availability of
Section I - Page 5 of 6 Form HUD-5370-C (10/2006) 132
apprenticeship and training positions, the qualifications for each; and the name and location of the person(s) taking applications for each of the positions; and the anticipated date the work shall begin.
(d) The contractor agrees to include this section 3 clause in every subcontract subject to compliance with regulations in 24 CFR Part 135, and agrees to take appropriate action, as provided in an applicable provision of the subcontract or in this section 3 clause, upon a finding that the subcontractor is in violation of the regulations in 24 CFR Part 135. The contractor will not subcontract with any subcontractor where the contractor has notice or knowledge that the subcontractor has been found in violation of the regulations in 24 CFR Part 135.
(e) The contractor will certify that any vacant employment positions, including training positions, that are filled (1) after the contractor is selected but before the contract is executed, and (2) with persons other than those to whom the regulations of 24 CFR Part 135 require employment opportunities to be directed, were not filled to circumvent the contractor's obligations under 24 CFR Part 135.
(f) Noncompliance with HUD's regulations in 24 CFR Part 135 may result in sanctions, termination of this contract for default, and debarment or suspension from future HUD assisted contracts.

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

Section I - Page 6 of 6 Form HUD-5370-C (10/2006) 133
General Conditions for Non-Construction U.S. Department of Housing and Urban Development
Office of Public and Indian Housing
Office of Labor Relations
OMB Approval No. 2577-0157 (exp. 11/30/2023)
Contracts
Section II – (With Maintenance Work)
Public Reporting Burden for this collection of information is estimated to average one hour per response, including the time for reviewing instructions,s earching 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-5370C has 2 Sections. These Sections must be inserted into non-construction contracts as described below:
in the classification under this Contract from the first day on which work is performed in the classification.

2. Withholding of funds
1) Non-construction contracts (without maintenance) greater than $250,000 - use Section I;
2) Maintenance contracts (including nonroutine maintenance as defined at 24 CFR 905.200) greater than $2,000 but not more than $250,000 - use Section II; and
3) Maintenance contracts (including nonroutine maintenance), greater than $250,000 – use Sections I and II.

The Contracting Officer, upon his/her own action or upon request of HUD, shall withhold or cause to be withheld from the Contractor under this Contract or any other contract subject to HUD-determined wage rates, with the same prime Contractor, so much of the accrued payments or advances as may be
considered necessary to pay laborers and mechanics employed by the Contractor or any subcontractor the full amount of wages required by this clause. In the event of failure to pay any laborer or mechanic employed under this Contract all or part of the wages required under this Contract, the Contracting Officer or HUD may, after written notice to the Contractor, take such action as may be necessary to cause the suspension of any further payment or advance until such violations have ceased. The Public Housing Agency or HUD may, after written notice to the Contractor, disburse such amounts withheld for and on account of the Contractor or subcontractor to the respective employees to whom they are due.

Section II – Labor Standard Provisions for all Maintenance Contracts greater than $2,000

1. Minimum Wages
(a) All maintenance laborers and mechanics employed under this Contract in the operation of the project(s) shall be paid unconditionally and not less often than semi-monthly, and without subsequent deduction (except as otherwise
provided by law or regulations), the full amount of wages due at time of payment computed at rates not less than
those contained in the wage determination of the Secretary of Housing and Urban Development which is attached
hereto and made a part hereof. Such laborers and
mechanics shall be paid the appropriate wage rate on the wage determination for the classification of work actually performed, without regard to skill. Laborers or mechanics performing work in more than one classification may be
compensated at the rate specified for each classification for the time actually worked therein; provided, that the
employer’s payroll records accurately set forth the time spent in each classification in which work is performed. The wage determination, including any additional classifications and wage rates approved by HUD under subparagraph
1(b), shall be posted at all times by the Contractor and its subcontractors at the site of the work in a prominent and accessible place where it can be easily

3. Records
(a) The Contractor and each subcontractor shall make and maintain for three (3) years from the completion of the work records containing the following for each laborer and
mechanic:
(i) Name, address and Social Security Number;
(ii) Correct work classification or classifications;
(iii) Hourly rate or rates of monetary wages paid;
(iv) Rate or rates of any fringe benefits provided;
(v) Number of daily and weekly hours worked;
(vi) Gross wages earned;
(vii) Any deductions made; and
(viii) Actual wages paid.
seen by the workers.
(b) The Contractor and each subcontractor shall make the records required under paragraph 3(a) available for
inspection, copying, or transcription by authorized
representatives of HUD or the HA and shall permit such
representatives to interview employees during working
hours on the job. If the Contractor or any subcontractor fails to make the required records available, HUD or its designee may, after written notice to the Contractor, take such action as may be necessary to cause the suspension of any further payment, advance or guarantee of funds.
(b) (i) Any class of laborers or mechanics which is not listed in the wage determination and which is to be employed under the Contract shall be classified in conformance with the wage determination. HUD shall approve an additional
classification and wage rate only when the following criteria have been met:
(1) The work to be performed by the classification
required is not performed by a classification in the 4. Apprentices and Trainees wage determination; (2) The classification is utilized in the area by the
industry; and (a) Apprentices and trainees will be permitted to work at less than the predetermined rate for the work they perform
when they are employed pursuant to and individually
registered in:
(i)
(3) The proposed wage rate bears a reasonable
relationship to the wage rates contained in the
wage determination. A bona fide apprenticeship program registered with the U.S. Department of Labor, Employment
and Training Administration (ETA), Office of
(ii) The wage rate determined pursuant to this
paragraph shall be paid to all workers performing work
Section II - Page 1 of 3 form HUD-5370-C (1/2014)
134
Apprenticeship Training, Employer and Labor
Services (OATELS), or with a state apprenticeship
agency recognized by OATELS, or if a person is
employed in his/her first 90 days of probationary
employment as an apprentice in such an
apprenticeship program, who is not individually
registered in the program, but who has been
certified by OATELS or a state apprenticeship
agency (where appropriate) to be eligible for
probationary employment as an apprentice; A
trainee program which has received prior approval,
evidenced by formal certification by the
(ii)
forth those findings that are in dispute and the
reasons, including any affirmative defenses, with
respect to the violations. The request shall be
directed to the appropriate HA or HUD official in
accordance with instructions contained in the
notice of findings or, if the notice does not specify
to whom a request should be made, to the
Regional Labor Relations Officer (HUD). The HA
or HUD official shall, within 60 days (unless
otherwise indicated in the notice of findings) after
receipt of a timely request for reconsideration,
issue a written decision on the findings of violation.

The written decision on reconsideration shall
contain instructions that any appeal of the decision
shall be addressed to the Regional Labor
Relations Officer by letter postmarked within 30
calendar days after the date of the decision. In the
event that the Regional Labor Relations Officer
was the deciding official on reconsideration, the
appeal shall be directed to the Director, Office of
Labor Relations (HUD). Any appeal must set forth
the aspects of the decision that are in dispute and
the reasons, including any affirmative defenses,
with respect to the violations. The Regional Labor
Relations Officer shall, within 60 days (unless
otherwise indicated in the decision on
reconsideration) after receipt of a timely appeal,
issue a written decision on the findings. A decision
of the Regional Labor Relations Officer may be
appealed to the Director, Office of Labor Relations,
by letter postmarked within 30 days of the
Regional Labor Relations Officer’s decision. Any
appeal to the Director must set forth the aspects of
the prior decision(s) that are in dispute and the
reasons. The decision of the Director, Office of
Labor Relations, shall be
(ii)
U.S. Department of Labor, ETA; or
(iii) A training/trainee program that has received prior approval by HUD.
(b) Each apprentice or trainee must be paid at not less than the rate specified in the registered or approved program for the apprentice’s/trainee’s level of progress, expressed as a percentage of the journeyman hourly rate specified in the applicable wage determination. Apprentices and trainees shall be paid fringe benefits in accordance with the
provisions of the registered or approved program. If the program does not specify fringe benefits,
apprentices/trainees must be paid the full amount of fringe benefits listed on the wage determination for the applicable (iii) classification.
(c) The allowable ratio of apprentices or trainees to
journeyman on the job site in any craft classification shall not be greater than the ratio permitted to the employer as to the entire work force under the approved program.
(d) Any worker employed at an apprentice or trainee wage rate who is not registered in an approved program, and any
apprentice or trainee performing work on the job site in excess of the ratio permitted under the approved program, shall be paid not less than the applicable wage rate on the wage determination for the classification of work actually performed. final.
(e) In the event OATELS, a state apprenticeship agency (b) Disputes arising out of the labor standards provisions of recognized by OATELS or ETA, or HUD, withdraws
approval of an apprenticeship or trainee program, the
employer will no longer be permitted to utilize
apprentices/trainees at less than the applicable
predetermined rate for the work performed until an
acceptable program is approved.
paragraph 6 shall not be subject to paragraph 5(a) of this form HUD-5370C. Such disputes shall be resolved in
accordance with the procedures of the U.S. Department of Labor set forth in 29 CFR Parts 5, 6 and 7. Disputes within the meaning of this paragraph 5(b) include disputes
between the Contractor (or any of its subcontractors) and the HA, HUD, the U.S. Department of Labor, or the

5. Disputes concerning labor standards employees or their representatives. (a) Disputes arising out of the labor standards provisions 6. Contract Work Hours and Safety Standards Act contained in Section II of this form HUD-5370-C, other than those in Paragraph 6, shall be subject to the following procedures. Disputes within the meaning of this paragraph include disputes between the Contractor (or any of its
subcontractors) and the HA, or HUD, or the employees or their representatives, concerning payment of prevailing wage rates or proper classification. The procedures in this section may be initiated upon HUD’s own motion, upon
referral of the HA, or upon request of the Contractor or The provisions of this paragraph 6 are applicable only where the amount of the prime contract exceeds $100,000. As used in this paragraph, the terms “laborers” and “mechanics” includes watchmen and guards.
(a) Overtime requirements. No Contractor or subcontractor subcontractor(s).
contracting for any part of the Contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of 40 hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of
(i) A Contractor and/or subcontractor or other
interested party desiring reconsideration of
findings of violation by the HA or HUD relating to
the payment of straight-time prevailing wages or
classification of work shall request such
reconsideration by letter postmarked within 30
calendar days of the date of notice of findings
issued by the HA or HUD. The request shall set
40 hours in such workweek.
(b) Violation; liability for unpaid wages; liquidated
damages. In the event of any violation of the provisions set forth in paragraph 6(a), the Contractor and any
Section II - Page 2 of 3 form HUD-5370-C (1/2014)
135
subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such Contractor and
subcontractor shall be liable to the United States (in the case of work done under contract for the District of
Columbia or a territory, to the District or to such territory), for liquidated damages. Such liquidated damages shall be
computed with respect to each individual laborer or
mechanic, including watchmen and guards, employed in
violation of the provisions set forth in paragraph (a) of this clause, in the sum of $10 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of 40 hours without payment of the overtime wages required by provisions set forth in
paragraph (a) of this clause.
(c) Withholding for unpaid wages and liquidated damages.

HUD or its designee shall upon its own action or upon
written request of an authorized representative of the U.S.

Department of Labor withhold or cause to be withheld,
from any moneys payable on account of work performed
by the Contractor or subcontractor under any such
Contract or any federal contract with the same prime
Contractor, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act,
which is held by the same prime Contractor such sums as may be determined to be necessary to satisfy any
liabilities of such Contractor or subcontractor for unpaid wages and liquidated damages as provided in the
provisions set forth in paragraph (b) of this clause.

7. Subcontracts
The Contractor or subcontractor shall insert in any
subcontracts all the provisions contained in this Section II and also a clause requiring the subcontractors to include these provisions in any lower tier subcontracts. The prime Contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all the provisions contained in these clauses.

8. Non-Federal Prevailing Wage Rates
Any prevailing wage rate (including basic hourly rate and any fringe benefits), determined under state law to be prevailing, with respect to any employee in any trade or position
employed under the Contract, is inapplicable to the contract and shall not be enforced against the Contractor or any subcontractor, with respect to employees engaged under the contract whenever such non-Federal prevailing wage rate, exclusive of any fringe benefits, exceeds the applicable wage rate determined by the Secretary of HUD to be prevailing in the locality with respect to such trade or position.

Section II - Page 3 of 3 form HUD-5370-C (1/2014)
136
form HUD-5369-C (8/93)
ref. Handbook 7460.8 Previous edition is obsolete page 1 of 2

1. Contingent Fee Representation and Agreement
(a) The bidder/offeror represents and certifies as part of its bid/ offer that, except for full-time bona fide employees working solely for the bidder/offeror, the bidder/offeror:
(1) [ ] has, [ ] has not employed or retained any person or company to solicit or obtain this contract; and
(2) [ ] has, [ ] has not paid or agreed to pay to any person or company employed or retained to solicit or obtain this contract any commission, percentage, brokerage, or other fee contingent upon or resulting from the award of this contract.
(b) If the answer to either (a)(1) or (a) (2) above is affirmative, the bidder/offeror shall make an immediate and full written disclosure to the PHA Contracting Officer.
(c) Any misrepresentation by the bidder/offeror shall give the PHA the right to (1) terminate the resultant contract; (2) at its discretion, to deduct from contract payments the amount of any commission, percentage, brokerage, or other contingent fee; or (3) take other remedy pursuant to the contract.

2. Small, Minority, Women-Owned Business Concern Representation The bidder/offeror represents and certifies as part of its bid/ offer that it:
(a) [ ] is, [ ] is not a small business concern. “Small business concern,” as used in this provision, means a concern, including its affiliates, that is independently owned and operated, not dominant in the field of operation in which it is bidding, and qualified as a small business under the criteria and size standards in 13 CFR 121.
(b) [ ] is, [ ] is not a women-owned small business concern. “Women-owned,” as used in this provision, means a small business that is at least 51 percent owned by a woman or women who are U.S. citizens and who also control and
operate the business.
(c) [ ] is, [ ] is not a minority enterprise which, pursuant to Executive Order 11625, is defined as a business which is at least 51 percent owned by one or more minority group
members or, in the case of a publicly owned business, at least 51 percent of its voting stock is owned by one or more
minority group members, and whose management and daily
operations are controlled by one or more such individuals.

For the purpose of this definition, minority group members are:
(Check the block applicable to you)
[ ] Black Americans [ ] Asian Pacific Americans
[ ] Hispanic Americans [ ] Asian Indian Americans
[ ] Native Americans [ ] Hasidic Jewish Americans

3. Certificate of Independent Price Determination
(a) The bidder/offeror certifies that—
(1) The prices in this bid/offer have been arrived at independently, without, for the purpose of restricting competition, any consultation, communication, or agreement with any other bidder/offeror or competitor relating to (i) those prices, (ii) the intention to submit a bid/offer, or (iii) the methods or factors used to calculate the prices offered;
(2) The prices in this bid/offer have not been and will not be knowingly disclosed by the bidder/offeror, directly or
indirectly, to any other bidder/offeror or competitor before bid opening (in the case of a sealed bid solicitation) or contract award (in the case of a negotiated solicitation) unless otherwise required by law; and
(3) No attempt has been made or will be made by the bidder/ offeror to induce any other concern to submit or not to submit a bid/offer for the purpose of restricting competition. (b) Each signature on the bid/offer is considered to be a certification by the signatory that the signatory:
(1) Is the person in the bidder/offeror’s organization responsible for determining the prices being offered in this bid or proposal, and that the signatory has not participated and will not participate in any action contrary to subparagraphs (a)(l) through (a)(3) above; or (2) (i) Has been authorized, in writing, to act as agent for the following principals in certifying that those principals have not participated, and will not participate in any
action contrary to subparagraphs (a)(l) through (a)(3)
above (insert full name of person(s) in the bidder/offeror’s organization responsible for determining the prices offered in this bid or proposal, and the title of his or her position in the bidder/offeror’s organization);
(ii) As an authorized agent, does certify that the principals named in subdivision (b)(2)(i) above have not participated, and will not participate, in any action contrary to subparagraphs (a)(l) through (a)(3) above; and
U.S. Department of Housing
and Urban Development
Office of Public and Indian Housing
Certifications and
Representations
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. 137
form HUD-5369-C (8/93)
ref. Handbook 7460.8 Previous edition is obsolete page 2 of 2 (iii) As an agent, has not personally participated, and will not participate in any action contrary to subparagraphs (a)(l) through (a)(3) above.
(c) If the bidder/offeror deletes or modifies subparagraph (a)2 above, the bidder/offeror must furnish with its bid/offer a signed statement setting forth in detail the circumstances of the disclosure.

4. Organizational Conflicts of Interest Certification
(a) The Contractor warrants that to the best of its knowledge and belief and except as otherwise disclosed, it does not have any organizational conflict of interest which is defined as a situation in which the nature of work under a proposed
contract and a prospective contractor’s organizational, financial, contractual or other interest are such that:
(i) Award of the contract may result in an unfair competitive advantage; (ii) The Contractor’s objectivity in performing the contract work may be impaired; or (iii) That the Contractor has disclosed all relevant information and requested the HA to make a determination with respect to this Contract.
(b) The Contractor agrees that if after award he or she discovers an organizational conflict of interest with respect to this contract, he or she shall make an immediate and full disclosure in writing to the HA which shall include a description of the action which the Contractor has taken or intends to eliminate or neutralize the conflict. The HA may, however, terminate the Contract for the convenience of HA if it would be in the best interest of HA.
(c) In the event the Contractor was aware of an organizational conflict of interest before the award of this Contract and intentionally did not disclose the conflict to the HA, the HA may terminate the Contract for default.
(d) The Contractor shall require a disclosure or representation from subcontractors and consultants who may be in a position to influence the advice or assistance rendered to the HA and shall include any necessary provisions to eliminate or neutralize conflicts of interest in consultant agreements or subcontracts involving performance or work under this Contract.

5. Authorized Negotiators (RFPs only)
The offeror represents that the following persons are authorized to negotiate on its behalf with the PHA in connection with this request for proposals: (list names, titles, and telephone numbers of the authorized negotiators):

6. Conflict of Interest
In the absence of any actual or apparent conflict, the offeror, by submission of a proposal, hereby warrants that to the best of its knowledge and belief, no actual or apparent conflict of interest exists with regard to my possible performance of this procurement, as described in the clause in this solicitation titled “Organizational Conflict of Interest.”

7. Offeror's Signature
The offeror hereby certifies that the information contained in these certifications and representations is accurate, complete, and current.

Signature & Date:

Typed or Printed Name:

Title:
138

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

1. The prospective primary participant certifies to the best of its knowledge 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 obtaining, 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 certification 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 determined 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 written 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 erroneous by reason of changed circumstances.

5. The terms covered transaction, debarred, suspended, ineligible, lower tier covered transaction, participant, person, primary covered 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 Exclusion - 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
139

Certification B: Certification Regarding Debarment, Suspension, Ineligibility 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 department 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 covered 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 assistance 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 transaction 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 Exclusion - 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 participation in this transaction, 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.

Applicant Date
Signature of Authorized Certifying Official Title
140
form HUD-92010 (3/2006)
VA form 26-421
U.S. Department of Housing
and Urban Development
Office of Housing OMB Control No. 2502-0029
Federal Housing Commissioner (exp. 9/30/2016)
Equal Employment
Opportunity Certification
Excerpt From 41 CFR §60-1.4(b)
The applicant hereby agrees that it will incorporate or cause to be incorporated into any contract for construction work, or modification thereof, as defined in the regulations of the Secretary of Labor at 41 CFR Chapter 60, which is paid for in whole or in part with funds obtained from the Federal Government or borrowed on the credit of the Federal Government pursuant to a grant, contract, loan insurance, or guarantee, or undertaken pursuant to any Federal program involving such grant, contract, loan, insurance, or guarantee, the following equal opportunity clause:

During the performance of this contract, the contractor agrees as follows:
(1) The contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, or national origin, such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause.
(2) The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive considerations for employment without regard to race, color, religion, sex, or national origin.
(3) The contractor will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the contractor's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment.
(4) The contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations and relevant orders of the Secretary of Labor. (5) The contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to its books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. (6) In the event of the contractor's noncompliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, this contract may be canceled, terminated, or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. (7) The contractor will include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted 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 subcontractor or vendor. The
contractor will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance: Provided, however, That in the event a contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency the contractor may request the United States to enter into such litigation to protect the interests of the United States.

The applicant further agrees that it will be bound by the above equal opportunity clause with respect to its own employment practices when it participates in federally assisted construction work:

Provided, That if the applicant so participating is a State or local government, the above equal opportunity clause is not applicable to any agency, instrumentality or subdivision of such government which does not participate in work on or under the contract.

The applicant agrees that it will assist and cooperate actively with the administering agency and the Secretary of Labor in obtaining the compliance of contractors and subcontractors with the equal opportunity clause and the rules, regulations, and relevant orders of the Secretary of Labor, that it will furnish the administering agency and the Secretary of Labor such information as they may require for the supervision of such compliance, and that it will otherwise assist the administering agency in the discharge of the agency's primary responsibility for securing compliance.

The applicant further agrees that it will refrain from entering into any contract or contract modification subject to Executive Order 11246 of September 24, 1965, with a contractor debarred from, or who has not demonstrated eligibility for, Government contracts and Federally-assisted construction contracts pursuant to the Executive order and will carry out such sanctions and penalties for violation of the equal opportunity clause as may be imposed Firm Name and Address By
Title
Department of Veterans Affairs
141
form HUD-92010 (3/06)
VA form 26-421
upon contractors and subcontractors by the administering agency or the Secretary of Labor pursuant to Part II, Subpart D of the Executive order. In addition, the applicant agrees that if it fails or refuses to comply with these undertakings, the administering agency may take any or all of the following actions: Cancel, terminate, or suspend in whole or in part this grant (contract, loan, insurance, guarantee); refrain from extending any further assistance to the applicant under the program with respect to which the failure or refund occurred until satisfactory assurance of future compliance has been received from such applicant; and refer the case to the Department of Justice for appropriate legal proceedings.

Excerpt from HUD Regulations
200.410Definition of term “applicant”.
(a) In multifamily housing transactions where controls over the mortgagor are exercised by the Commissioner either through the ownership of corporate stock or under the provisions of a regulatory agreement, the term “applicant” as used in this subpart shall mean the mortgagor.
(b) In transactions other than those specified in paragraph(a) of this section, the term “applicant” as used in this subpart shall mean the builder, dealer or contractor performing the construction, repair or rehabilitation work for the mortgagor or other borrower.
200.420Equal Opportunity Clause to be included in contracts and subcontracts.
(a) The following equal opportunity clause shall be included in each contract and subcontract which is not exempt:

During the performance of this contract, the contractor agrees as follows:
(1) The contractor will not discriminate against any employee or applicant for employment because of race, creed, color, or national origin. The contractor will take affirmative action to ensured that applicants are employed, and that employees are treated during employment without regard to their race, creed, color, or national origin. Such action shall include, but not be limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of the nondiscrimination clause.
(2)The contractor will in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard race, creed, color, or national origin.
(3) The contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice, to be provided, advising the said labor union or workers’ representative of the contractor’s commitments under this section, and shall post copies of the notices in conspicuous places available to employees and applicants for employment.
(4) The contractor will comply with all provisions of Executive Order 10925 of March 6 1961, as amended, and of the regulations, and relevant orders of the President’s Committee on Equal Employment Opportunity created thereby. (5) The contractor will furnish all information and reports required by Executive Order 10925 of March 6, 1961, as
amended, and by the regulations, and orders of the said Committee , or pursuant thereto, and will permit access to his books, records, and accounts by HUD and the Committee for purposes of investigation to ascertain compliance with such regulations, and orders.
(6) In the event of the contractor’s non-compliance with the nondiscrimination clause of this contract or with any of the said regulations, or orders, this contract may be cancelled, terminated or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts or Federally-assisted construction contracts in accordance with procedures authorized in Executive Order 10925 of March 6, 1961, as amende, and such other sanctions may be imposed and remedies invoke s provided in the said Executive Order or by regulations, or order of the President’s Committee on Equal Employment Opportunity, or as otherwise provided by law. (7) The contractor will include the provisions of Paragraphs(1) through (7) in every subcontract or purchase order unless exempted by regulations, or orders of the President’s Committee on Equal Employment Opportunity issued pursuant to Section 303 of Executive Order 10925 of March 6, 1961, as amended, so that such provisions will be binding upon each subcontractor or vender. The contractor will take such action with respect to any subcontract or purchase orders as HUD may direct as a means of enforcing such
provisions, including sanctions for noncompliance: Provided, however, that in the event the contractor becomes involved in, or is threatened with, litigation with a subcontractor or vender as a result of such direction by HUD, the contractor may request the United States to enter into such litigation to protect the interests of the United States.
(b) Except in subcontracts for the performance of construction work at the site of construction, the clause is not required to be inserted in subcontracts below the second tier. Subcontracts may incorporate by referenced to the equal opportunity clause. 200.425Modification in and exemptions from the regulations in this subpart.
(a) The following transactions and contracts are exempt from the regulations in this subpart:
(1) Loans, mortgages, contracts and subcontracts not exceeding $10,000. (2) Contract and subcontracts not exceeding $100,000 for standard commercial supplies or raw material;
(3)Contracts and subcontracts under which work is to be or has been performed outside the United States and where no recruitment of workers within the United States in involved. To the extent that work pursuant to such contracts is done within the Untied States, the equal opportunity clause shall be applicable; (4) Contracts for the sale of Government property where no appreciable amount of work is involved; and
(5) Contracts and subcontracts for an indefinite quantity which are not to extend for ore than one year if the purchaser determines that the amounts to be ordered under any such contract or subcontract are not reasonably expected to exceed $100,000 in the case of contracts or subcontracts for standard commercial supplies and raw materials, or $10,000 in the case of all other contracts and subcontracts.
142

CITY OF RICHMOND
Sanctuary City Compliance Statement
The undersigned, an authorized agent of (hereafter
"Contractor"), has had an opportunity to review the requirements of City of Richmond Ordinance 12-18 (hereafter "Sanctuary City Contracting Ordinance" or “SCCO”). Contractor understands and agrees that the City may choose with whom it will maintain business relations and may refrain from contracting with any person or entity that provides Data Broker or Extreme Vetting services to the U.S. Immigration and Customs Enforcement Division of the United States Department of Homeland Security (“ICE”). Contractor understands the meaning of the following terms used in the SCCO:
a. "Data Broker” means either of the following:
i. The collection of information, including personal information about consumers, from a wide variety of sources for the purposes of reselling such information to their customers, which include both private-sector business and government agencies; ii. The aggregation of data that was collected for another purpose from that for which it is ultimately used.
b. “Extreme Vetting” means data mining, threat modeling, predictive risk analysis, or other similar services."
Contractor understands that it is not eligible to receive or retain a City contract if at the time the Contract is executed, or at any time during the term of the Contract, it provides Data Broker or Extreme Vetting services to ICE.

Contractor further understands and agrees that Contractor's failure to comply with the SCCO shall constitute a material default of the Contract and the City Manager may terminate the Contract and bar Contractor from bidding on future contracts with the City for five (5) years from the effective date of the contract termination.

By executing this Statement, Contractor certifies that it complies with the requirements of the SCCO and that if at any time during the term of the Contract it ceases to comply, Contractor will promptly notify the City Manager in writing. Any person or entity who knowingly or willingly supplies false information in violation of the SCCO shall be guilty of a misdemeanor and subject to a $1,000 fine.

Based on the foregoing, the undersigned declares under penalty of perjury under the laws of the State of California that the foregoing is true and correct. Executed this day of , 20 , at , California.

Printed Name: Title:

Signed: Date:

Business Entity:

Vendor SCCO Compliance Statement (Augt2020)
143
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements – Type 1:

Consultants and Contractors
Type 1 – Page 1 of 4
Revised: September 2011
In all instances where a CONTRACTOR or its representatives will be conducting business and/or providing services, 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, 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) including coverage for bodily and personal injury, property damage, and products and completed operations.

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

3. Original and Separate Additional Insured Endorsements 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 and Builder’s Risk/ Course of Construction Insurance.

6. Builder’s Risk/Course of Construction insurance covering all risks of loss less policy exclusions when the City of Richmond has a financial interest in the property. – (Only required for Construction Contracts involving property)

7. Contractor’s Pollution Liability (if applicable for Construction Contractors) 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 SelfInsure, signed by the California Department of Industrial Relations and SelfInsurance. 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.
144
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements – Type 1:

Consultants and Contractors
Type 1 – Page 2 of 4
Revised: September 2011

PROJECT COST REQUIRED LIMIT
$0 - $5 million $2 million p/o
$5 million - $10 million $5 million p/o
Over $10 million $10 million p/o
Fireworks $5 million p/o
General Liability
(primary and excess limits
combined)

Includes coverage for bodily injury, personal injury, property damage and products and completed operations. The policy shall not exclude coverage for XCU perils (explosion, collapse, or damage to underground property).

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.

Automobile Liability $1,000,000 per occurrence for bodily injury and property damage.

Builders’ Risk/Course of
Construction – Covers property
under construction, repair or
renovation as well as equipment
and materials to be installed.
(Only required for Construction
Projects involving property and
equipment installation.)
Coverage shall include all risks of direct physical loss, excluding earthquake, for an amount equal to the full completed value of the covered structure or replacement value of alterations or additions, including soft costs and business interruption.

If the project does not involve new or major reconstruction, an Installation Floater may be acceptable. For such projects, a property installation floater shall be obtained that provides for the improvement, remodel, modification, alteration, conversion or adjustment to existing buildings, structures, processes, machinery and equipment. The Property Installation Floater shall provide property damage coverage for any building, structure, machinery or equipment damaged, impaired, broken or destroyed during the performance of the Work, including during transit, installation and testing at the City of Richmond’s site.

The City of Richmond shall be named as loss payee as its interest may appear. The insurer shall waive all rights of subrogation against City.

Contractor’s Pollution Liability (if
applicable)
Protects against:
unexpected/unintended release of
pollution resulting from contractors
covered operations such as:

HVAC, paving, carpentry, pipeline
& tank installation, drillers,
remediation contractors,
maintenance, mechanical,
demolition, excavation, grading,
street/road construction,
residential & commercial builders.

Same limits as General Liability.

Required Policy Conditions
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.

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 but not limited to 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. The endorsement must not exclude products and completed operations coverage. If it does, then CG 20 37 (10/01) is also required. 145
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements – Type 1:

Consultants and Contractors
Type 1 – Page 3 of 4
Revised: September 2011
Additional Insured Endorsement
(continued)
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 and Builder’s Risk/ Course of Construction coverage 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.

Loss Payable Endorsement (only
required when Builder’s Risk
and/or Course of Construction
Insurance is required.)
Applicable to Builder’s Risk/Course of Construction naming the City of Richmond as Loss Payee.

SURETY BONDS
(If a Public Works/Engineering
Project)
The Contractor shall provide:

1. A Bid bond

2. A Performance Bond

3. A Payment Bond
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 coverages and cover those insured in the underlying policies.

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 nonrenewed, 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.
146
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements – Type 1:

Consultants and Contractors
Type 1 – Page 4 of 4
Revised: September 2011
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 Manager. 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.
147

Reso. No. ____

DocID #49648v1
RESOLUTION NO. ____

A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE HOUSING

AUTHORITY OF THE CITY OF RICHMOND, CALIFORNIA, ADOPTING A

RESOLUTION APPROVING LANDSCAPING SERVICES CONTRACT WITH BRIGHTVIEW LANDSCAPE SERVICES, INC., FOR AN AMOUNT NOT TO EXCEED $230,000, WITH A TERM BEGINNING AUGUST 20, 2025, AND ENDING JUNE 30, 2027
WHEREAS, Richmond Housing Authority (RHA) owns and manages 100 units of rental housing; and
WHEREAS, RHA entered into a Public Housing Authority Recovery and Sustainability (PHARS) agreement with the U.S. Department of Housing and Urban Development (HUD); and WHEREAS, RHA remains obligated and committed to performing all HUD required functions, and providing quality service to local program participants; and WHEREAS, the RHA requires comprehensive landscaping services to maintain Nystrom Village, including its common areas, the Hacienda Express Lot, and both occupied and vacant unit backyards, ensuring a safe, aesthetically pleasing, and well-maintained environment for its residents; and
WHEREAS, a Request for Proposals (RFP) for landscaping services was released on April 24, 2025, resulting in 19 prospective bidders downloading the RFP and 6 bids being received by the RHA; and
WHEREAS, one bidder, BWD Gardens, was disqualified for not submitting a complete bid packet; and
WHEREAS, the remaining bids were evaluated by a team consisting of one RHA staff member, one Parks Department member, and one Community Development Department member; and
WHEREAS, Brightview Landscape Services, Inc. received the highest average score of 80 points during the evaluation process; and
WHEREAS, the proposed contract with Brightview Landscape Services, Inc. is for a two-year term, commencing on August 20, 2025, and concluding on June 30, 2027; and WHEREAS, the total estimated two-year cost for these landscaping services, including both fixed and estimated variable services, is approximately $230,000.00, subject to actual usage of on-demand services.

NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSIONERS OF THE

HOUSING AUTHORITY OF THE CITY OF RICHMOND, COUNTY OF CONTRA COSTA, STATE OF CALIFORNIA THAT the Executive Director is hereby authorized to execute a two-year contract with Brightview Landscape Services, Inc. for landscaping services at Nystrom Village, for an estimated cost not to exceed $230,000.00, with a term beginning August 20, 2025, and ending on June 30, 2027.

BE IT FURTHER RESOLVED that the Executive Director is hereby authorized to take all actions necessary to implement this resolution.
*****************
The foregoing resolution was passed and adopted by the Commissioners of the Housing Authority of the City of Richmond at a special meeting thereof held on August 19, 2025, by the 148

Reso. No. ____

DocID #49648v1
following vote:

AYES:

NOES:

ABSTENTIONS:

ABSENT:

Chairperson

[SEAL]
Attest:

Secretary
Approved as to form:

City Attorney
State of California }
County of Contra Costa : ss.

City of Richmond }
I certify that the foregoing is a true copy of Resolution No. _____ finally passed and adopted at a Special Housing Authority Meeting held on August 19, 2025. ____________________________________

CLERK OF THE HOUSING AUTHORITY
149
RICHMOND, CALIFORNIA, June 17, 2025
Community Services Building
440 Civic Center Plaza
Richmond, CA 94804
_____________________________________________________________________ F. SPECIAL JOINT MEETING OF THE RICHMOND HOUSING

AUTHORITY/RICHMOND CITY COUNCIL
The Special Joint Meeting of the Richmond Housing Authority and Richmond City Council was called to order at 5:07 p.m. by Chairperson/Mayor Eduardo Martinez.

G. PLEDGE OF ALLEGIANCE
Chairperson/Mayor Eduardo Martinez led the Pledge of Allegiance to the Flag.

H. ROLL CALL

Present: Commissioners/Councilmembers Soheila Bana, Jamelia Brown, Claudia Jimenez, Doria Robinson, Sue Wilson, Tenant Commissioner Jaycine Scott, Vice Chairperson/Vice Mayor Cesar Zepeda, and Chairperson/Mayor Eduardo Martinez.

Absent: None.

I. STATEMENT OF CONFLICT OF INTEREST
None.

J. REPORT FROM THE EXECUTIVE DIRECTOR
Housing Authority Executive Director Antoinette Terrell presented a PowerPoint: Report from Executive Director
K. AGENDA REVIEW
A motion made by Chairperson/Mayor Martinez, seconded by Tenant Commissioner Scott, to add Public Comment before the Housing Authority consent calendar passed by the following vote: Ayes: Commissioners/Councilmembers Soheila Bana, Jamelia Brown, Claudia Jimenez, Doria Robinson, Sue Wilson, Tenant Commissioner Jaycine Scott, Vice Chairperson/Vice Mayor Cesar Zepeda, and Chairperson/Mayor Eduardo Martinez.

Noes: None. Absent: None. Abstain: None.

Public comment ensued. Ruben Galvan gave comments in person regarding Item L.1 (Select Eden Housing & Community Housing Development Corporation as the Preferred 150
Developer for the Redevelopment of Nystrom Village and Negotiate and Execute an Exclusive Right to Negotiate Agreement (ERNA) for the Redevelopment of Nystrom Village).

L. HOUSING AUTHORITY CONSENT CALENDAR
Motion by Chairperson/Mayor Martinez
Seconded by Commissioner/Councilmember Jamelia Brown
To approve all items on the Housing Authority Consent Calendar.

Ayes (5): Commissioners/Councilmembers Soheila Bana, Jamelia Brown, Claudia Jimenez, Tenant Commissioner Jaycine Scott, and Chairperson/Mayor Eduardo Martinez.

Noes (1): Councilmember Sue Wilson
Abstentions (2): Vice Chairperson/Vice Mayor Cesar Zepeda and Commissioner/Councilmember Doria Robinson
Passed
L.1 Select Eden Housing & Community Housing Development Corporation as the Preferred Developer for the Redevelopment of Nystrom Village and Negotiate and Execute an Exclusive Right to Negotiate Agreement (ERNA) for the Redevelopment of Nystrom Village
ADOPT a resolution rescinding Resolution No. 2205, in which the Richmond Housing Authority initially selected Gorman & Company and Novin Development as the preferred development team and APPROVE the recommendation of the Selection Committee selecting Developer Eden Housing & Community Housing Development Corporation as the preferred development team, and to negotiate and execute an Exclusive Right to Negotiate Agreement (ERNA) for the redevelopment of Nystrom Village with a term not to exceed ninety (90) days with an option for one mutually approved extension of not more than thirty (30) days – Richmond Housing Authority (Antoinette Terrell 510-620- 6784/Nannette Beacham 510-621-1306).

Adopted Resolution No. 2213
M. JOINT RICHMOND HOUSING AUTHORITY / RICHMOND CITY COUNCIL

BUDGET SESSION
M.1 Proposed Richmond Housing Authority Budget for Fiscal Year (FY) 2025- 2026
151
ADOPT a joint resolution approving the proposed Fiscal Year (FY) 2025-2026 Richmond Housing Authority (RHA) budget, with total estimated revenues of $4,480,249.92 and total estimated expenditures of $4,480,249.92; and APPROVE an RHA subsidy from the City of Richmond General Fund in the amount of $1,039,755, which will provide sufficient revenue to match anticipated expenditures and balance the RHA budget to $4,480,249.92 in estimated revenues and $4,480,249.92 in expenditures - Richmond Housing Authority/Finance (Antoinette Terrell 510-621-1300/Rita Martinez 510-621-1546).

Housing Authority Executive Director Antoinette Terrell introduced the item. Ms.

Terrell and Finance Manager II Rita Martinez presented a PowerPoint. Link to view presentation: Richmond Housing Authority Budget FY 25-26 Cordell Hindler gave comments in person. Discussion ensued.

Motion by Commissioner/Councilmember Claudia Jimenez
Seconded by Commissioner/Councilmember Doria Robinson
To approve the item.

Ayes (8): Commissioners/Councilmembers Soheila Bana, Jamelia Brown, Claudia Jimenez, Doria Robinson, Sue Wilson, Tenant Commissioner Jaycine Scott, Vice Chairperson/Vice Mayor Cesar Zepeda, and Chairperson/Mayor Eduardo Martinez.

Passed
Adopted Resolution No. 2214
Adopted Resolution No. 69-25
N. ADJOURNMENT
The meeting adjourned at 5:33 p.m.

Pamela Christian, Clerk of the City of
Richmond
Eduardo Martinez, Chairperson
152
RICHMOND, CALIFORNIA, June 24, 2025
Community Services Building
440 Civic Center Plaza
Richmond, CA 94804
_____________________________________________________________________ F. SPECIAL MEETING OF THE RICHMOND HOUSING AUTHORITY
The Special Meeting of the Richmond Housing Authority was called to order at 5:08 p.m. by Chairperson Eduardo Martinez.

G. PLEDGE OF ALLEGIANCE
Chairperson Eduardo Martinez led the Pledge of Allegiance to the Flag.

H. ROLL CALL

Present: Commissioners Soheila Bana, Jamelia Brown, Claudia Jimenez, Doria Robinson, Sue Wilson, Tenant Commissioner Jaycine Scott, Vice Chairperson Cesar Zepeda, and Chairperson Eduardo Martinez. Absent: None.

I. STATEMENT OF CONFLICT OF INTEREST
None.

J. AGENDA REVIEW
None.

K. HOUSING AUTHORITY CONSENT CALENDAR
Motion by Chairperson Eduardo Martinez, seconded by Tenant Commissioner Jaycine Scott to approve Item K.1 (Rental Assistance Demonstration (RAD) Program Application for Nystrom Village) passed by a unanimous vote.

K.1 Rental Assistance Demonstration (RAD) Program Application for Nystrom Village
ADOPT a resolution authorizing the Richmond Housing Authority (RHA) to submit a Rental Assistance Demonstration (RAD) application and any Section 18 Disposition application elements required to support a RAD/Section 18 Blend to the U.S. Department of Housing and Urban Development (HUD) for Nystrom Village - Richmond Housing Authority (Antoinette Terrell/Nannette J. Beacham 510-620-8764).
153
Adopted Resolution No. 2215
L. ADJOURNMENT
The meeting adjourned at 5:10 p.m.

Pamela Christian, Clerk of the City of
Richmond
Eduardo Martinez, Chairperson
154
rha01July2025 – sl/prc

RICHMOND, CALIFORNIA, July 1, 2025
Community Services Building
440 Civic Center Plaza
Richmond, CA 94804
_____________________________________________________________________ F. REGULAR MEETING OF THE RICHMOND HOUSING AUTHORITY
The Regular Meeting of the Richmond Housing Authority was called to order at 5:24 p.m. by Chairperson Eduardo Martinez.

G. PLEDGE OF ALLEGIANCE
Chairperson Martinez led the Pledge of Allegiance to the Flag.

H. ROLL CALL

Present: Commissioners Soheila Bana, Jamelia Brown, Claudia Jimenez, Doria Robinson, Sue Wilson, Vice Chairperson Cesar Zepeda, Chairperson Eduardo Martinez, and Tenant Commissioner Jaycine Scott. Absent: None.

I. STATEMENT OF CONFLICT OF INTEREST
None.

J. AGENDA REVIEW
None.

K. HOUSING AUTHORITY OPEN FORUM
Cordell Hindler gave comments in person.

L. HOUSING AUTHORITY CONSENT CALENDAR
Motion by Vice Chairperson Zepeda
Seconded by Commissioner Bana
To approve Item L.1 on the Housing Authority Consent Calendar Ayes (7): Commissioner Bana, Commissioner Brown, Commissioner Robinson, Commissioner Wilson, Vice Chairperson Zepeda, Chairperson Martinez, and Tenant Commissioner Scott
Absent (1): Commissioner Jimenez
Passed (7 to 1)
L.1 Contract with SWCA Environmental Consultants to perform an Environmental Review of the Richmond Village Property
ADOPT a resolution and APPROVE a contract with SWCA Environmental Consultants to perform a 24 Code of Federal Regulations (CFR) Part 50 Environmental Review of the Richmond Village property for an amount not to exceed $17,500 – Richmond Housing Authority (Antoinette Terrell 510-620-6784/Gregory Palomino 510-621-1361).

Adopted Resolution No. 2216
155
rha01July2025 – sl/prc

M. ADJOURNMENT
The meeting adjourned at 5:27 p.m.

Pamela Christian, Clerk of the City of
Richmond
Eduardo Martinez, Chairperson
156

August 19, 2025
Economic Development
Richmond Housing Authority (RHA)
DATE: August 19, 2025
TO: Chair Martinez and Members of the Board of
Commissioners of the Richmond Housing Authority
(RHA)
FROM: Nannette Beacham, Director of Economic Development Antoinette Terrell, RHA Executive Director
Gregory Palomino, Administrative Assistant
Subject: Contract with Macias Gini & O’Connell LLP (MGO) for Tax Preparation Services
FINANCIAL IMPACT: The proposed expenditure of $24,000 is included within the fiscal year 2025-2026 budget and will be funded by
income generated by the Richmond Housing Authority’s
affiliated corporations over a three-year period (August 19, 2025, through June 30, 2028) (Account String:
45243191 – 400201).

PREVIOUS COUNCIL
ACTION:

None.

STATEMENT OF THE
ISSUE:

The Richmond Housing Authority is required to file
annual tax returns for itself and its associated
corporations. Continuity in tax preparation services is vital to ensuring regulatory compliance and audit
integrity.

RECOMMENDED ACTION: ADOPT a resolution approving a contract with Macias Gini & O’Connell LLP, to provide tax preparation services for the Richmond Housing Authority and its affiliated
corporations for an amount not to exceed $24,000
commencing August 19, 2025, and terminating June 30,
2028 – Richmond Housing Authority (Antoinette Terrell
510-621-1300).

AGENDA
REPORT
157

August 19, 2025
DISCUSSION:

The Richmond Housing Authority (RHA) must remain in good standing with all regulatory agencies by filing timely and accurate tax documents. Macias Gini & O’Connell LLP (MGO) has provided these services to RHA in the past and has developed a strong institutional knowledge of the organization’s financial structure as well as the context and familiarity with the risk of failing to file timely. To ensure continuity and avoid potential delays or discrepancies, a sole-source procurement was conducted for the continuation of services (Attachment 1).

The scope of the contract includes preparation and filing of all required tax documents for the RHA and its affiliated corporations. By retaining MGO, RHA will maintain compliance while also avoiding additional costs and delays associated with onboarding a new vendor.

Ultimately, RHA is recommending adoption of a resolution to approve a contract with MGO for an amount not to exceed $24,000 commencing August 19, 2025, and terminating on June 30, 2028 (Attachments 2 and 3).

DOCUMENTS ATTACHED:

Attachment 1 – Sole Source Justification
Attachment 2 – Resolution
Attachment 3 – Draft Contract
158
159
160
161
162

Reso. No. ____

RESOLUTION NO. ____

A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE HOUSING

AUTHORITY OF THE CITY OF RICHMOND, CALIFORNIA, ADOPTING A RESOLUTION APPROVING A CONTRACT WITH MACIAS GINI & O’CONNELL

LLP TO PROVIDE TAX PREPARATION SERVICES FOR THE RICHMOND

HOUSING AUTHORITY AND ITS COPORATIONS FOR AN AMOUNT NOT TO EXCEED $24,000 COMMENCING AUGUST 19, 2025, AND TERMINATING JUNE 30, 2028
WHEREAS, Richmond Housing Authority (RHA) owns and manages 100 units of rental housing; and
WHEREAS, RHA entered into a Public Housing Authority Recovery and Sustainability (PHARS) agreement with the U.S. Department of Housing and Urban Development (HUD); and WHEREAS, RHA remains obligated and committed to performing all HUD required functions, and providing quality service to local program participants; and WHEREAS, tax filings for the RHA and its corporations are an essential component of compliance with federal and state regulations; and
WHEREAS, Macias Gini & O’Connell LLP (MGO) has previously provided tax preparation services for the RHA and is uniquely positioned to continue this work; and WHEREAS, a sole-source procurement was utilized to contract MGO in order to ensure the continuity of services and retain institutional knowledge of the RHA’s financial and regulatory compliance; and
WHEREAS, the proposed contract will be for a total amount not to exceed $24,000 commencing August 19, 2025 and ending June 30, 2028.

NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSIONERS OF THE

HOUSING AUTHORITY OF THE CITY OF RICHMOND, COUNTY OF CONTRA COSTA, STATE OF CALIFORNIA THAT the Executive Director is hereby authorized to execute a contract for Tax Perpetration Services for the Richmond Housing Authority and its Corporations for an amount not to exceed $24,000 commencing August 19, 2025 and terminating June 30, 2028.

BE IT FURTHER RESOLVED that the Executive Director is hereby authorized to take all actions necessary to implement this resolution.
*****************
The foregoing resolution was passed and adopted by the Commissioners of the Housing Authority of the City of Richmond at a special meeting thereof held on August 19, 2025 by the following vote:

AYES:

NOES:

ABSTENTIONS:

ABSENT:
163

Reso. No. ____

Chairperson

[SEAL]
Attest:

Secretary
Approved as to form:

City Attorney
State of California }
County of Contra Costa : ss.

City of Richmond }
I certify that the foregoing is a true copy of Resolution No. _____ finally passed and adopted at a Special Housing Authority Meeting held on August 19, 2025. ____________________________________

CLERK OF THE HOUSING AUTHORITY
164

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.

Gregory Palomino 5106211361 Financial Consulting Services - Taxes Macias Gini & O'Connell, LLP 2121 N. California Blvd., #750 Walnut Creek, CA 94596 68-030000457 400569428/19/2025 6/30/2028 24,00013201 12/31/2025 ✔ 165
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 and (2) should be
accompanied by completed notary
acknowledgment forms.)
[Complete the notary acknowledgments
which are attached hereto.]

5. Executive Director
166

SERVICE PLAN
See the Special Conditions page.
167

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.

Gregory Palomino
168

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. 169

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.
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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.
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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 172
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 173
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.
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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.
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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 176
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.

Gregory Palomino 450 Civic Center Plaza 2nd Floor Richmond, CA 94804 Prudence Pugeda M.S., CPA, CGMA Tax Director Call direct: +1 (916) 642-7045 [email protected] 177

SPECIAL CONDITIONS

1. Scope of Work:
i. Tax Compliance Services
Contractor shall prepare three years of tax returns based on information provided by the RHA
• Richmond Housing Authority – IRS Form 990 (Exempt Organization Return) o Tax Year 2024: To be prepared and filed by November 15, 2025 (due to previously filed extension).
o Tax Year 2025: To be prepared and filed by May 15, 2026. o Tax Year 2026: To be prepared and filed by May 15, 2027. • Easter Hill Housing Corporation – IRS Form 990 (Exempt Organization Return) o Tax Year 2024: To be prepared and filed by November 15, 2025 (due to previously filed extension).
o Tax Year 2025: To be prepared and filed by May 15, 2026. o Tax Year 2026: To be prepared and filed by May 15, 2027. • If additional entities or returns are required during the term of the contract, RHA will notify the Contractor in writing.
ii. Deliverables
• Completed and electronically filed tax returns by applicable deadlines, including extensions if necessary.
• Timely communication with RHA and Finance staff regarding required documentation, filing deadlines and potential tax issues. iii. Tax Consulting Services (As Requested)
Upon request by RHA, Contractor may provide U.S. federal, state, and local tax planning and consulting services at standard billing rates.
iv. Client Responsibilities
RHA agrees to:
• Provide complete and accurate information necessary for the preparation of tax returns.
o For Tax Year 2024 filings, all necessary documentation will be provided no later than September 15, 2024.
o For Tax Year 2025, all necessary documentation will be provided no later than the first Monday after April 15th of the applicable year. o For Tax Year 2026, all necessary documentation will be provided no later than the first Monday after April 15th of the applicable year. • Review and approve all tax filings prior to submission. • If RHA is unable to provide all necessary documentation by the specified deadline, RHA will notify the Contractor in writing to file for a 6-month extension.

2. In addition to the General Conditions set forth herein, Contractor shall comply with the terms and conditions set forth in the documents entitled “HUD Table 5.1” 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 178
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”.
179

CITY OF RICHMOND
Sanctuary City Compliance Statement
The undersigned, an authorized agent of (hereafter
"Contractor"), has had an opportunity to review the requirements of City of Richmond Ordinance 12-18 (hereafter "Sanctuary City Contracting Ordinance" or “SCCO”). Contractor understands and agrees that the City may choose with whom it will maintain business relations and may refrain from contracting with any person or entity that provides Data Broker or Extreme Vetting services to the U.S. Immigration and Customs Enforcement Division of the United States Department of Homeland Security (“ICE”). Contractor understands the meaning of the following terms used in the SCCO:
a. "Data Broker” means either of the following:
i. The collection of information, including personal information about consumers, from a wide variety of sources for the purposes of reselling such information to their customers, which include both private-sector business and government agencies; ii. The aggregation of data that was collected for another purpose from that for which it is ultimately used.
b. “Extreme Vetting” means data mining, threat modeling, predictive risk analysis, or other similar services."
Contractor understands that it is not eligible to receive or retain a City contract if at the time the Contract is executed, or at any time during the term of the Contract, it provides Data Broker or Extreme Vetting services to ICE.

Contractor further understands and agrees that Contractor's failure to comply with the SCCO shall constitute a material default of the Contract and the City Manager may terminate the Contract and bar Contractor from bidding on future contracts with the City for five (5) years from the effective date of the contract termination.

By executing this Statement, Contractor certifies that it complies with the requirements of the SCCO and that if at any time during the term of the Contract it ceases to comply, Contractor will promptly notify the City Manager in writing. Any person or entity who knowingly or willingly supplies false information in violation of the SCCO shall be guilty of a misdemeanor and subject to a $1,000 fine.

Based on the foregoing, the undersigned declares under penalty of perjury under the laws of the State of California that the foregoing is true and correct. Executed this day of , 20 , at , California.

Printed Name: Title:

Signed: Date:

Business Entity:

Vendor SCCO Compliance Statement (Augt2020)
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The following contract clauses are required in contracts pursuant to 24 CFR 85.36(i) and Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. HUD is permitted to require changes, remedies, changed conditions, access and records retention, suspension of work, and other clauses approved by the Office of Federal Procurement Policy. The PHA and contractor is also subject to other Federal laws including the U.S. Housing Act of 1937, as amended, Federal regulations, and state law and regulations.

Examination and Retention of Contractor’s Records. The PHA, HUD, or Comptroller General of the United States, or any of their duly authorized representatives shall, until three 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.

Right in Data and Patent Rights (Ownership and Proprietary Interest). The PHA shall have exclusive ownership of, all proprietary interest in, and the right to full and exclusive possession of all information, materials, and documents discovered or produced by Contractor pursuant to the terms of this Contract, including, but not limited to, reports, memoranda or letters concerning the research and reporting tasks of the Contract.

Energy Efficiency. The Contractor shall comply with all mandatory standards and policies relating to energy efficiency which are contained in the energy conservation plan issued in compliance with the Energy Policy and Conservation Act (Pub.L. 94-163) for the State in which the work under this contract is performed.

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

Termination for Cause and for Convenience (contracts of $10,000 or more). (a) The PHA may terminate this contract in whole, or from time to time in part, for the PHA’s convenience or the failure of the Contractor to fulfill the contract obligations (cause/default). The PHA 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: (1) immediately discontinue all services affected (unless the notice directs otherwise), and (2) deliver to the PHA all information, reports, papers, and other materials accumulated or generated in performing the contract, whether completed or in process. (b) If the termination is for the convenience of the PHA, the PHA 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 (cause/default), the PHA may (1) require the Contractor to deliver to it, in the manner and to the extent directed by the PHA, any work described in the Notice of Termination; (2) take over the work and prosecute the same to completion by contract of otherwise, and the Contractor shall be liable for any additional cost incurred by the PHA; and (3) withhold any payments to the Contractor, for the purpose of set-off or partial payment, as the case may be, of amounts owned by the PHA by the Contractor. In the event of termination for cause/default, the PHA shall be liable to the Contractor for reasonable costs incurred by the Contractor before the effective date of the termination. Any dispute shall be decided by the Contracting Officer. 181
General Conditions for Non-Construction
Contracts
Section I – (With or without Maintenance Work)
U.S. Department of Housing and Urban
Development
Office of Public and Indian Housing
Office of Labor Relations
OMB Approval No. 2577-0157 (exp. 1/01/2014)
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 Sections must be inserted into non-construction contracts as described below:
1) Non-construction contracts (without maintenance)
greater than $100,000 - use Section I;
2) Maintenance contracts (including nonroutine
maintenance as defined at 24 CFR 968.105) greater than
$2,000 but not more than $100,000 - use Section II; and 3) Maintenance contracts (including nonroutine
maintenance), greater than $100,000 – use Sections I
and II.
====================================================
Section I - Clauses for All Non-Construction Contracts greater than $100,000
====================================================

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 proposal submitted before final payment of the contract. (d) Failure to agree to any adjustment shall be a dispute under clause Disputes, herein. However, nothing in this clause shall excuse the Contractor from proceeding with the
contract as changed.
(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 6 form HUD-5370-C (10/2006)
182
(b) The Contractor agrees to include in first-tier subcontracts under this contract a clause substantially the same as
paragraph (a) above. "Subcontract," as used in this clause, excludes purchase orders not exceeding $10,000.
(c) The periods of access and examination in paragraphs (a) and (b) above for records relating to:
(i) appeals under the clause titled Disputes;
(ii) litigation or settlement of claims arising from the performance of this contract; or,
(iii) costs and expenses of this contract to which the HA, HUD, or Comptroller General or any of their duly
authorized representatives has taken exception shall
continue until disposition of such appeals, litigation, claims, or exceptions.

5. Rights in Data (Ownership and Proprietary Interest)
The HA shall have exclusive ownership of, all proprietary interest in, and the right to full and exclusive possession of all information, materials and documents discovered or produced by Contractor pursuant to the terms of this Contract, including but not limited to reports, memoranda or letters concerning the research and reporting tasks of this Contract.

6. Energy Efficiency
The contractor shall comply with all mandatory standards and policies relating to energy efficiency which are contained in the energy conservation plan issued in compliance with the Energy Policy and Conservation Act (Pub.L. 94-163) for the State in which the work under this contract is performed.

7. Disputes
(a) All disputes arising under or relating to this contract, except for disputes arising under clauses contained in Section III, Labor Standards Provisions, including any claims for
damages for the alleged breach there of which are not
disposed of by agreement, shall be resolved under this
clause.
(b) All claims by the Contractor shall be made in writing and submitted to the HA. A claim by the HA against the
Contractor shall be subject to a written decision by the HA. (c) The HA shall, with reasonable promptness, but in no event in no more than 60 days, render a decision concerning any claim hereunder. Unless the Contractor, within 30 days
after receipt of the HA's decision, shall notify the HA in writing that it takes exception to such decision, the decision shall be final and conclusive.
(d) Provided the Contractor has (i) given the notice within the time stated in paragraph (c) above, and (ii) excepted its claim relating to such decision from the final release, and (iii) brought suit against the HA not later than one year after receipt of final payment, or if final payment has not been made, not later than one year after the Contractor has had a reasonable time to respond to a written request by the HA that it submit a final voucher and release, whichever is earlier, then the HA's decision shall not be final or
conclusive, but the dispute shall be determined on the
merits by a court of competent jurisdiction.
(e) The Contractor shall proceed diligently with performance of this contract, pending final resolution of any request for relief, claim, appeal, or action arising under the contract, and comply with any decision of the HA.

8. Contract Termination; Debarment
A breach of these Contract clauses may be grounds for
termination of the Contract and for debarment or denial of participation in HUD programs as a Contractor and a
subcontractor as provided in 24 CFR Part 24.

9. Assignment of Contract
The Contractor shall not assign or transfer any interest in this contract; except that claims for monies due or to become due from the HA under the contract may be assigned to a bank, trust company, or other financial institution. If the Contractor is a partnership, this contract shall inure to the benefit of the surviving or remaining member(s) of such partnership approved by the HA.

10. Certificate and Release
Prior to final payment under this contract, or prior to settlement upon termination of this contract, and as a condition precedent thereto, the Contractor shall execute and deliver to the HA a certificate and release, in a form acceptable to the HA, of all claims against the HA by the Contractor under and by virtue of this contract, other than such claims, if any, as may be specifically excepted by the Contractor in stated amounts set forth therein.

11. Organizational Conflicts of Interest
(a) The Contractor warrants that to the best of its knowledge and belief and except as otherwise disclosed, it does not have any organizational conflict of interest which is defined as a situation in which the nature of work under this
contract and a contractor's organizational, financial,
contractual or other interests are such that:
(i) Award of the contract may result in an unfair
competitive advantage; or
(ii) The Contractor's objectivity in performing the contract work may be impaired.
(b) The Contractor agrees that if after award it discovers an organizational conflict of interest with respect to this contract or any task/delivery order under the contract, he or she shall make an immediate and full disclosure in writing to the Contracting Officer which shall include a description of the action which the Contractor has taken or intends to take to eliminate or neutralize the conflict. The HA may, however, terminate the contract or task/delivery order for the convenience of the HA if it would be in the best interest of the 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 Contracting Officer, the HA may terminate the contract for default. (d) The terms of this clause shall be included in all
subcontracts and consulting agreements wherein the work to be performed is similar to the service provided by the prime Contractor. The Contractor shall include in such
subcontracts and consulting agreements any necessary
provisions to eliminate or neutralize conflicts of interest.

12. Inspection and Acceptance
(a) The HA has the right to review, require correction, if necessary, and accept the work products produced by the Contractor. Such review(s) shall be carried out within 30 days so as to not impede the work of the Contractor. Any Section I - Page 2 of 6 Form HUD-5370-C (10/2006) 183
product of work shall be deemed accepted as submitted if the HA does not issue written comments and/or required
corrections within 30 days from the date of receipt of such product from the Contractor.
(b) The Contractor shall make any required corrections
promptly at no additional charge and return a revised copy of the product to the HA within 7 days of notification or a later date if extended by the HA.
(c) Failure by the Contractor to proceed with reasonable promptness to make necessary corrections shall be a
default. If the Contractor's submission of corrected work remains unacceptable, the HA may terminate this contract (or the task order involved) or reduce the contract price or cost to reflect the reduced value of services received.

13. Interest of Members of Congress
No member of or delegate to the Congress of the United States of America or Resident Commissioner shall be admitted to any share or part of this contract or to any benefit to arise there from, but this provision shall not be construed to extend to this contract if made with a corporation for its general benefit.

14. Interest of Members, Officers, or Employees and Former Members, Officers, or Employees
No member, officer, or employee of the HA, no member of the governing body of the locality in which the project is situated, no member of the governing body in which the HA was activated, and no other pubic official of such locality or localities who exercises any functions or responsibilities with respect to the project, shall, during his or her tenure, or for one year thereafter, have any interest, direct or indirect, in this contract or the proceeds thereof.

15. Limitation on Payments to Influence Certain Federal Transactions
(a) Definitions. As used in this clause:
"Agency", as defined in 5 U.S.C. 552(f), includes Federal executive departments and agencies as well as independent regulatory commissions and Government corporations, as
defined in 31 U.S.C. 9101(1).
"Covered Federal Action" means any of the following
Federal actions:
(i) The awarding of any Federal contract;
(ii) The making of any Federal grant;
(iii) The making of any Federal loan;
(iv) The entering into of any cooperative agreement; and, (v) The extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or
cooperative agreement.

Covered Federal action does not include receiving from an agency a commitment providing for the United States to insure or guarantee a loan.
"Indian tribe" and "tribal organization" have the meaning provided in section 4 of the Indian Self-Determination and Education Assistance Act (25 U.S.C. 450B). Alaskan Natives are included under the definitions of Indian tribes in that Act. "Influencing or attempting to influence" means making, with the intent to influence, any communication to or appearance before an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any covered
Federal action.
"Local government" means a unit of government in a State and, if chartered, established, or otherwise recognized by a State for the performance of a governmental duty, including a local public authority, a special district, an intrastate district, a council of governments, a sponsor group representative
organization, and any other instrumentality of a local
government.
"Officer or employee of an agency" includes the following individuals who are employed by an agency:
(i) An individual who is appointed to a position in the Government under title 5, U.S.C., including a position
under a temporary appointment;
(ii) A member of the uniformed services as defined in
section 202, title 18, U.S.C.;
(iii) A special Government employee as defined in section 202, title 18, U.S.C.; and,
(iv) An individual who is a member of a Federal advisory committee, as defined by the Federal Advisory
Committee Act, title 5, appendix 2.
“Person" means an individual, corporation, company,
association, authority, firm, partnership, society, State, and local government, regardless of whether such entity is operated for profit or not for profit. This term excludes an Indian tribe, tribal organization, or other Indian organization with respect to expenditures specifically permitted by other Federal law. "Recipient" includes all contractors, subcontractors at any tier, and subgrantees at any tier of the recipient of funds received in connection with a Federal contract, grant, loan, or cooperative agreement. The term excludes an Indian tribe, tribal organization, or any other Indian organization with respect to expenditures specifically permitted by other Federal law. "Regularly employed means, with respect to an officer or employee of a person requesting or receiving a Federal
contract, grant, loan, or cooperative agreement, an officer or employee who is employed by such person for at least 130 working days within one year immediately preceding the date of the submission that initiates agency consideration of such person for receipt of such contract, grant, loan, or cooperative agreement. An officer or employee who is employed by such person for less than 130 working days within one year
immediately preceding the date of submission that initiates agency consideration of such person shall be considered to be regularly employed as soon as he or she is employed by such person for 130 working days.
"State" means a State of the United States, the District of Columbia, the Commonwealth of Puerto Rico, a territory or possession of the United States, an agency or instrumentality of a State, and a multi-State, regional, or interstate entity having governmental duties and powers.
(b) Prohibitio n.
(i) Section 1352 of title 31, U.S.C. provides in part that no appropriated funds may be expended by the recipient
of a Federal contract, grant, loan, or cooperative
agreement to pay any person for influencing or
attempting to influence an officer or employee of any
agency, a Member of Congress, an officer or
employee of Congress, or an employee of a Member
of Congress in connection with any of the following
covered Federal actions: the awarding of any Federal
contract, the making of any Federal grant, the making
of any Federal loan, the entering into of any
cooperative agreement, and the extension,
continuation, renewal, amendment, or modification of
any Federal contract, grant, loan, or cooperative
agreement.
(ii) The prohibition does not apply as follows:

Section I - Page 3 of 6 Form HUD-5370-C (10/2006) 184
(1) Agency and legislative liaison by Own
Employees.
(a) The prohibition on the use of appropriated
funds, in paragraph (i) of this section, does not
apply in the case of a payment of reasonable
compensation made to an officer or employee of
a person requesting or receiving a Federal
contract, grant, loan, or cooperative agreement, if
the payment is for agency and legislative
activities not directly related to a covered Federal
action.
(b) For purposes of paragraph (b)(i)(1)(a) of
this clause, providing any information specifically
requested by an agency or Congress is permitted
at any time.
(c) The following agency and legislative liaison
activities are permitted at any time only where
they are not related to a specific solicitation for
any covered Federal action:
(1) Discussing with an agency
(including individual demonstrations) the qualities
and characteristics of the person's products or
services, conditions or terms of sale, and service
capabilities; and,
(2) Technical discussions and other
activities regarding the application or adaptation
of the person's products or services for an
agency's use.
(d) The following agency and legislative liaison
activities are permitted where they are prior to
formal solicitation of any covered Federal action:
(1) Providing any information not
specifically requested but necessary for an
agency to make an informed decision about
initiation of a covered Federal action;
(2) Technical discussions regarding the
preparation of an unsolicited proposal prior to its
official submission; and
(3) Capability presentations by persons
seeking awards from an agency pursuant to the
provisions of the Small Business Act, as
amended by Public Law 95-507 and other
subsequent amendments.
(e) Only those activities expressly authorized
by subdivision (b)(ii)(1)(a) of this clause are
permitted under this clause.
(2) Professional and technical services.
(a) The prohibition on the use of appropriated
funds, in subparagraph (b)(i) of this clause,
does not apply in the case of-
(i) A payment of reasonable compensation
made to an officer or employee of a
person requesting or receiving a
covered Federal action or an extension,
continuation, renewal, amendment, or
modification of a covered Federal
action, if payment is for professional or
technical services rendered directly in
the preparation, submission, or
negotiation of any bid, proposal, or
application for that Federal action or for
meeting requirements imposed by or
pursuant to law as a condition for
receiving that Federal action.
(ii) Any reasonable payment to a person,
other than an officer or employee of a
person requesting or receiving a
covered Federal action or an extension,
continuation, renewal, amendment, or
modification of a covered Federal action
if the payment is for professional or
technical services rendered directly in
the preparation, submission, or
negotiation of any bid, proposal, or
application for that Federal action or for
meeting requirements imposed by or
pursuant to law as a condition for
receiving that Federal action. Persons
other than officers or employees of a
person requesting or receiving a
covered Federal action include
consultants and trade associations.
(b) For purposes of subdivision (b)(ii)(2)(a) of
clause, "professional and technical services"
shall be limited to advice and analysis
directly applying any professional or
technical discipline.
(c) Requirements imposed by or pursuant to law
as a condition for receiving a covered
Federal award include those required by law
or regulation, or reasonably expected to be
required by law or regulation, and any other
requirements in the actual award
documents.
(d) Only those services expressly authorized by
subdivisions (b)(ii)(2)(a)(i) and (ii) of this
section are permitted under this clause.
(iii) Selling activities by independent sales
representatives.
(c) The prohibition on the use of appropriated funds, in subparagraph (b)(i) of this clause, does not apply to the following selling activities before an agency by independent sales representatives, provided such activities are prior to formal solicitation by an agency and are specifically limited to the merits of the matter:
(i) Discussing with an agency (including individual
demonstration) the qualities and characteristics of the person's products or services, conditions or terms of
sale, and service capabilities; and
(ii) Technical discussions and other activities regarding the application or adaptation of the person's products
or services for an agency's use.
(d) Agreement. In accepting any contract, grant, cooperative agreement, or loan resulting from this solicitation, the person submitting the offer agrees not to make any
payment prohibited by this clause.
(e) Penalties. Any person who makes an expenditure
prohibited under paragraph (b) of this clause shall be
subject to civil penalties as provided for by 31 U.S.C. 1352.

An imposition of a civil penalty does not prevent the
Government from seeking any other remedy that may be
applicable.
(f) Cost Allowability. Nothing in this clause is to be interpreted to make allowable or reasonable any costs which would be unallowable or unreasonable in accordance with Part 31 of the Federal Acquisition Regulation (FAR), or OMB
Circulars dealing with cost allowability for recipients of assistance agreements. Conversely, costs made
specifically unallowable by the requirements in this clause will not be made allowable under any of the provisions of FAR Part 31 or the relevant OMB Circulars.

Section I - Page 4 of 6 Form HUD-5370-C (10/2006) 185

16. Equal Employment Opportunity
During the performance of this contract, the Contractor agrees as follows:
(a) The Contractor shall not discriminate against any employee or applicant for employment because of race, color,
religion, sex, or national origin.
(b) The Contractor shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color,
religion, sex, or national origin. Such action shall include, but not be limited to (1) employment; (2) upgrading; (3) demotion; (4) transfer; (5) recruitment or recruitment
advertising; (6) layoff or termination; (7) rates of pay or other forms of compensation; and (8) selection for training, including apprenticeship.
(c) The Contractor shall post in conspicuous places available to employees and applicants for employment the notices to be provided by the Contracting Officer that explain this clause.
(d) The Contractor shall, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin.
(e) The Contractor shall send, to each labor union or
representative of workers with which it has a collective bargaining agreement or other contract or understanding, the notice to be provided by the Contracting Officer
advising the labor union or workers' representative of the Contractor's commitments under this clause, and post
copies of the notice in conspicuous places available to employees and applicants for employment.
(f) The Contractor shall comply with Executive Order 11246, as amended, and the rules, regulations, and orders of the Secretary of Labor.
(g) The Contractor shall furnish all information and reports required by Executive Order 11246, as amended and by
rules, regulations, and orders of the Secretary of Labor, or pursuant thereto. The Contractor shall permit access to its books, records, and accounts by the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders.
(h) In the event of a determination that the Contractor is not in compliance with this clause or any rule, regulation, or order of the Secretary of Labor, this contract may be canceled, terminated, or suspended in whole or in part, and the
Contractor may be declared ineligible for further
Government contracts, or federally assisted construction contracts under the procedures authorized in Executive
Order 11246, as amended. In addition, sanctions may be
imposed and remedies invoked against the Contractor as
provided in Executive Order 11246, as amended, the rules, regulations, and orders of the Secretary of Labor, or as otherwise provided by law.
(i) The Contractor shall include the terms and conditions of this clause in every subcontract or purchase order unless exempted by the rules, regulations, or orders of the
Secretary of Labor issued under Executive Order 11246, as amended, so that these terms and conditions will be
binding upon each subcontractor or vendor. The
Contractor shall take such action with respect to any
subcontractor or purchase order as the Secretary of
Housing and Urban Development or the Secretary of Labor may direct as a means of enforcing such provisions,
including sanctions for noncompliance; provided that if the Contractor becomes involved in, or is threatened with,
litigation with a subcontractor or vendor as a result of such direction, the Contractor may request the United States to enter into the litigation to protect the interests of the United States.

17. Dissemination or Disclosure of Information
No information or material shall be disseminated or disclosed to the general public, the news media, or any person or
organization without prior express written approval by the HA.

18. Contractor's Status
It is understood that the Contractor is an independent contractor and is not to be considered an employee of the HA, or assume any right, privilege or duties of an employee, and shall save harmless the HA and its employees from claims suits, actions and costs of every description resulting from the Contractor's activities on behalf of the HA in connection with this Agreement.

19. Other Contractors
HA may undertake or award other contracts for additional work at or near the site(s) of the work under this contract. The contractor shall fully cooperate with the other contractors and with HA and HUD employees and shall carefully adapt
scheduling and performing the work under this contract to accommodate the additional work, heeding any direction that may be provided by the Contracting Officer. The contractor shall not commit or permit any act that will interfere with the performance of work by any other contractor or HA employee.

20. Liens
The Contractor is prohibited from placing a lien on HA's property. This prohibition shall apply to all subcontractors.

21. Training and Employment Opportunities for Residents in the Project Area (Section 3, HUD Act of 1968; 24 CFR 135) (a) The work to be performed under this contract is subject to the 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) The 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) The contractor agrees to send to each labor organization or representative of workers with which the contractor has a collective bargaining agreement or other understanding, if any, a notice advising the labor organization or workers' representative of the contractor's commitments under this section 3 clause, and will post copies of the notice in conspicuous places at the work site where both employees and applicants for training and employment positions can see the notice. The notice shall describe the section 3 preference, shall set forth minimum number and job titles subject to hire, availability of
Section I - Page 5 of 6 Form HUD-5370-C (10/2006) 186
apprenticeship and training positions, the qualifications for each; and the name and location of the person(s) taking applications for each of the positions; and the anticipated date the work shall begin.
(d) The contractor agrees to include this section 3 clause in every subcontract subject to compliance with regulations in 24 CFR Part 135, and agrees to take appropriate action, as provided in an applicable provision of the subcontract or in this section 3 clause, upon a finding that the subcontractor is in violation of the regulations in 24 CFR Part 135. The contractor will not subcontract with any subcontractor where the contractor has notice or knowledge that the subcontractor has been found in violation of the regulations in 24 CFR Part 135.
(e) The contractor will certify that any vacant employment positions, including training positions, that are filled (1) after the contractor is selected but before the contract is executed, and (2) with persons other than those to whom the regulations of 24 CFR Part 135 require employment opportunities to be directed, were not filled to circumvent the contractor's obligations under 24 CFR Part 135.
(f) Noncompliance with HUD's regulations in 24 CFR Part 135 may result in sanctions, termination of this contract for default, and debarment or suspension from future HUD assisted contracts.

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

Section I - Page 6 of 6 Form HUD-5370-C (10/2006) 187
Certifications and
Representations
U.S. Department of Housing
and Urban Development
OMB Approval No: 25n-0180 (exp. 7/30/96)
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.

1. Contingent Fee Representation and Agreement
(a) The bidder/offeror represents and certifies as part of its bid/ offer that, except for full-time bona fide employees working solely for the bidder/offeror, the bidder/offeror:
(1) [ ] has, [ ] has not employed or retained any person or company to solicit or obtain this contract; and
(2) [ ] has, [ ] has not paid or agreed to pay to any person or company employed or retained to solicit or obtain this contract any commission, percentage, brokerage, or other fee contingent upon or resulting from the award of this contract.
(b) If the answer to either (a)(l) or (a) (2) above is affirmative, the bidder/offeror shall make an immediate and full written disclosure to the PHA Contracting Officer.
(c) Any misrepresentation by the bidder/offeror shall give the PHA the right to (1) terminate the resultant contract; (2) at its discretion, to deduct from contract payments the amount of any commission, percentage, brokerage, or other contingent fee; or (3) take other remedy pursuant to the contract.

2. Small, Minority, Women-Owned Business Concern Representation The bidder/offeror represents and certifies as part of its bid/ offer that it:
(a) [ ] is, [ ] is not a small business concern. "Small business concern," as used in this provision, means a concern, including its affiliates, that is independently owned and operated, not dominant in the field of operation in which it is bidding, and qualified as a small business under the criteria and size standards in 13 CFR 121.
(b) [ ] is, [ ] is not a women-owned small business concern. "Women-owned," as used in tl1is provision, means a small business that is at least 51 percent owned by a woman or women who are U.S. citizens and who also control and
operate the business.
(c) [ ] is, [ ] is not a minority enterprise which, pursuant to Executive Order 11625, is defined as a business which is at least 51 percent owned by one or more minority group
members or, in the case of a publicly owned business, at least 51 percent of its voting stock is owned by one or more
minority group members, and whose management and daily
operations are controlled by one or more such individuals.

For the purpose of this definition, minority group members are:
(Check the block applicable to you)
[ ] Black Americans [ ] Asian Pacific Americans
[ ] Hispanic Americans [ ] Asian Indian Americans
Native Americans [ ] Hasidic Jewish Americans

3. Certificate of Independent Price Determination
(a) The bidder/offeror certifies that-
( 1) The prices in this bid/offer have been arrived at independently, without, for the purpose of restricting competition, any consultation, communication, or agreement with any other bidder/offeror or competitor relating to (i) those prices, (ii) the intention to submit a bid/offer, or (iii) the methods or factors used to calculate the prices offered;
(2) The prices in this bid/offer have not been and will not be knowingly disclosed by the bidder/offeror, directly or
indirectly, to any other bidder/offeror or competitor before bid opening (in the case of a sealed bid solicitation) or contract award (in the case of a negotiated solicitation) unless otherwise required by law; and
(3) No attempt has been made or will be made by the bidder/ offeror to induce any other concern to submit or not to submit a bid/offer for the purpose of restricting competition. (b) Each signature on the bid/offer is considered to be a certification by the signatory that the signatory:
(1) Is the person in the bidder/offeror's organization responsible for determining the prices being offered in this bid or proposal, and that the signatory has not participated and will not participate in any action contrary to subparagraphs (a)(l) through (a)(3) above; or (2) (i) Has been authorized, in writing, to act as agent for the following principals in certifying that those principals have not participated, and will not participate in any
action contrary to subparagraphs (a)(l) through (a)(3)
above (insert full name of person(s) in the bidder/offeror' s organization responsible for determining the prices offered in this bid or proposal, and the title of his or her position in the bidder/offeror's organization);
(ii) As an authorized agent, does certify that the principals named in subdivision (b)(2)(i) above have not participated, and will not participate, in any action contrary to subparagraphs (a)(l) through (a)(3) above; and
Previous edition is obsolete page 1of2
form HUD-5369-C (8193)
ref. Handbook 7460.8 188
(iii) As an agent, has not personally participated, and will not participate in any action contrary to subparagraphs (a)(l) through (a)(3) above.
(c) If the bidder/offeror deletes or modifies subparagraph (a)2 above, the bidder/offeror must furnish with its bid/offer a signed statement setting forth in detail the circumstances of the disclosure.

4. Organizational Conflicts of Interest Certification
(a) The Contractor warrants that to the best of its knowledge and belief and except as otherwise disclosed, it does not have any organizational conflict of interest which is defined as a situation in which the nature of work under a proposed
contract and a prospective contractor's organizational, financial, contractual or other interest are such that:
(i) Award of the contract may result in an unfair competitive advantage; (ii) The Contractor's objectivity in performing the contract work may be impaired; or (iii) That the Contractor has disclosed all relevant information and requested the HA to make a determination with respect to this Contract.
(b) The Contractor agrees that if after award he or she discovers an organizational conflict of interest with respect to this contract, he or she shall make an immediate and full disclosure in writing to the HA which shall include a description of the action which the Contractor has taken or intends to eliminate or neutralize the conflict. The HA may, however, terminate the Contract for the convenience of HA if it would be in the best interest of HA.
(c) In the event the Contractor was aware of an organizational conflict of interest before the award of this Contract and intentionally did not disclose the conflict to the HA, the HA may terminate the Contract for default.
(d) The Contractor shall require a disclosure or representation from subcontractors and consultants who may be in a position to influence the advice or assistance rendered to the HA and shall include any necessary provisions to eliminate orneutralize conflicts of interest in consultant agreements or subcontracts involving performance or work under this Contract.

S. Authorized Negotiators (RFPs only)
The offeror represents that the following persons are authorized to negotiate on its behalf with the PHA in connection with this request for proposals: (list names, titles, and telephone numbers of the authorized negotiators):

6. Conflict of Interest
In the absence of any actual or apparent conflict, the offeror, by submission of a proposal, hereby warrants that to the best of its knowledge and belief, no actual or apparent conflict of interest exists with regard to my possible performance of this procurement, as described in the clause in this solicitation titled "Organizational Conflict of Interest."

7. Offeror's Signature
The offeror hereby certifies that the information contained in these certifications and representations is accurate, complete, and current.

Signature & Date:

Typed or Printed Name:

Title:

Previous edition is obsolete page 2 of 2
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