For. Jefferson County Office of Community & Economic Development 716 Richard Arrington Jr. Blvd. North Suite A-430 Birmingham, Alabama 35203

Transcription

1 Request for Proposals for Professional Services Legal Services For Jefferson County Office of Community & Economic Development 716 Richard Arrington Jr. Blvd. North Suite A-430 Birmingham, Alabama Jefferson County, Alabama July 31,

2 Table of Contents Introduction 3 Submittal Schedule 3 Nature of Services (Scope) 4 General Requirements 4 Proposal Requirements 5 Contract and Conditions 6 Evaluation Procedures 7 Selection Process 7 Protest Procedure 8 Evaluation Criteria 8 Legal Advertisement 9 Terms and Conditions Legal Services Contract Other County Terms and Conditions Certifications Appendix A Appendix B Appendix C CERTIFICATIONS: A. Jefferson County Equal Employment Opportunity Certification B. Code of Conduct Certification C. Civil Rights Certification D. Access to Records and Retention Certification E. Conflict of Interest Certification F. Anti-Lobbying Certification G. Certification Regarding Debarment, Suspension, and Other Responsibility Matters H. Statement of Compliance with Alabama Code Section

3 Introduction: The Jefferson County Office of Community & Economic Development (the Office) is soliciting proposals in order to enter into a contract(s) for legal services related to the various programs carried out by the Office. The legal services are to be carried out by an individual attorney or a group of attorneys (the Firm). The programs of the Office are funded primarily by the U. S. Department of Housing and Urban Development, U.S. Department of Commerce and other federal, state and other grants. Activities of the Office include but are not limited to housing rehabilitation loans, home ownership programs, multi-family housing developments including those financed by multiple sources including Low Income Housing Tax Credits, Economic Development loans, foreclosures and collections. The Office must perform specific administrative duties and adhere to a system of administrative procedures in order to assure all funding agencies that it complies with applicable federal, state and local rules and regulations. These rules and regulations include those parts of the Code of Federal Regulations that deal with specific federal agencies, as well as standard grant administration procedures that apply throughout the federal system of intergovernmental assistance (including OMB management circulars). Compliance with the Code of Alabama and the policies and resolutions of the Jefferson County Commission are also essential. The Firm may be required to take an active role in researching, investigating, negotiating and implementing these rules, regulations, policies, procedures, and duties. Jefferson County will make payments to the Firm on a monthly basis. Payments will be based on invoices documenting time and materials required for tasks performed under the agreement. Invoices will be reviewed and approved by Office staff before being submitted to Jefferson County for payment. Submittal Schedule: Sealed proposals must be received by 5:00 p.m., Monday, August 18, Failure of the qualifying Firm to complete all of the required documents may result in rejection of the proposal. All proposals should be identified as Sealed RFP Legal Services and should be submitted to: Proposals must be valid for at least 60 days. Frederick L. Hamilton, Director Office of Community & Economic Development 716 Richard Arrington Jr. Blvd. North Suite A-430 Birmingham, Alabama

4 Nature of Services: Legal services required will include but are not limited to the following: 1. Preparation of closing documents (notes, mortgages, loan agreements, other security agreements, etc.) and loan closings for loans made with federal and other funds to forprofit and non-profit single-family and multi-family developers, businesses receiving Economic Development assistance, private individuals to purchase homes under various homeownership assistance programs and for repair and rehabilitation of housing for low and moderate income families and individuals. 2. General Counsel regarding questions and issues which arise from time to time regarding various real estate transactions, including closings, collections, foreclosures, security agreements and legal agreements which have previously been entered into or are about to be entered into as a part of a federal grant program or project. May order title commitments/policies and clear titles as needed. A minimum of three (3) years of experience with federal CDBG, EDA and HOME program regulations is required. 3. General Counsel regarding the negotiation and contract/agreement development for single family homeownership, multi-family rental housing and economic development loans. These developments and projects may contain multiple funding sources including HOME, CDBG, EDA, and private sector funds including both grants and loans and Low Income Housing Tax Credits. 4. General counsel and opinions regarding the legality or propriety of certain actions under the Code of Federal Regulations, the Code of Alabama, or other laws, regulations, or policies. 5. Litigation as required; and 6. Perform related tasks as required. General Requirements: The following are required of any firms or individuals wishing to be considered for services under the proposed contract: 1. Minority Business Enterprise Participation: Where possible, firms and individuals are encouraged to utilize the skills and services of minority businesses in the fulfillment of the contractual responsibilities pertaining to this project. Jefferson County, in carrying out projects as authorized under the Housing and Community & Economic Development Act of 1974, is required under 135 of Title 24, Housing and Urban Development Act of 1968, to assure that employable persons and businesses in our project area (Jefferson County) are utilized to the greatest extent feasible with particular emphasis being placed upon the hiring of women and minorities as both employees and, where applicable, subcontractors. Jefferson County is sincere in its effort to insure that both the letter and intent of the regulations are complied with, and Jefferson County will monitor the Firm's 4

5 efforts in this particular area. 2. Federal Regulations: The Firm must comply with all federal, state and local laws, regulations or ordinances. These laws and rules will be outlined in the contractual agreement between the County and the Firm. 3. The Firm covenants that no person who currently exercises any functions or responsibilities in connection with the Office has any personal financial interest, direct or indirect, in this contract. The Firm further covenants that it currently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of its services hereunder. The Firm further covenants that in the performance of this contract no person having any conflicting interest shall be employed. Any interest on the part of the Firm or its employees must be disclosed to the Office. Provided, however, that this paragraph shall be interpreted in such a manner so as not to unreasonably impede the statutory requirement that maximum opportunity be provided for employment of and participation by low income residents of the area. Proposal Requirements: The Firm further agrees that none of the employees or principals of the Firm shall either solicit or accept gratuities, favors, or anything of monetary value from parties to contracts with the Office. The Office requires that firms submit one original and two copies of their proposals. Each copy should contain all of the following materials: 1. The following general information: a. Full legal name of firm, full legal names of all principals/partners, address, and telephone number; b. Name of person to contact for additional information; c. Years of established service, including former firm names if applicable; d. Types of service (residential and commercial real estate, litigation, etc.) for which the firm is qualified; e. Names of key personnel; f. Persons, along with their classification, race, and gender, who will be assigned to the work called for in this agreement (Staffing Proposal); g. Outside consultants and associates who will be retained to work on this project, including any minority business enterprises; h. Federal Tax ID number; i. DUNNS number. 2. Information on the firm needed to give the Office a thorough knowledge of your firm's qualifications, including but not limited to: 5

6 a. Resumes of the principals, key personnel, and persons to be assigned to this project; b. Background information and history of the firm; c. Evidence of the capacity of the firm and its staff to perform the types of legal service requested, including a list of any other projects which the firm has carried out for Jefferson County, other counties or municipalities, or the State of Alabama; any prior experience with 24 CFR 58, 85, 92, 570, 576, 577, 578, 579, 840, 841 and other applicable federal regulations; any experience with housing and business loans procedures and documents; and any other current or past projects of a similar nature. 3. Current work loads being undertaken by your firm and the persons to be assigned to this project. 4. Cost of services on an hourly charge basis for the following categories: a. Professional Services b. Technical Services (including research) c. Clerical Services 5. Cost of services on a per item basis for the following categories: a. Loan closings, including preparation of appropriate documents. 6. A certification that all conditions found herein, including the terms and conditions of Appendix A and B, are acceptable to the Firm. 7. Certifications a. The certifications in Appendix C are required and must be submitted with your proposal. b. All certifications must be original signatures by an appropriate officer of the firm, or in the event of a sole proprietor or partnership, by the proprietor or general partner. Contract and Conditions: a. The selected firm or individual will be required to enter into a contract with the County. The contract will be for a one year period and may be extended up to two times for a total of three years. b. The Firm may not have an identity of interest with any Owner, Developer, General Contractor, or Project Architect on the project for which his/her services are contracted. Identity of Interest means a situation in which an entity listed above has a direct or indirect interest in the ownership of the Firm. c. Jefferson County seeks to avoid conflicts of interest. Prior to providing services for a specific project, the Firm must disclose to Jefferson County any type of legal services or any other services previously performed or contemplated on that project. 6

7 d. Work performed shall comply with all federal, state, environmental, statutory, legal processes, OSHA, Davis Bacon and the Fair Labor Standards Act if applicable and as required by law. NOTE: One hundred percent of the budget will be funded with federal funds. Evaluation Procedures: Proposals will be evaluated based on relevant experience and technical qualifications, quality of work, price of services, and a commitment by the Firm that all conditions found herein, including the terms and conditions of Appendix A and B, are acceptable to the Firm. 1. Relevant experience and technical qualifications should be thoroughly demonstrated in the proposal, using specific examples whenever possible. 2. The Office may investigate quality of work by contacting other clients. Current work loads and proposals for staffing will also affect perceived quality of work offered. Proposals for staffing should therefore be as specific as possible. 3. Price of services will be compared based on an assumed number of service hours for professional, technical, and clerical services, and an assumed number of loan closings. Under Federal regulations, retainers may not be paid for services of various personnel. Note that price may be affected by staffing proposals if rates vary for different classes of personnel (Partners, Principals, Associates, etc.). 4. A certification that all conditions found herein, including the terms and conditions of Appendix A and B, are acceptable to the Firm must accompany the proposal. Modified certifications may be accepted at the option of the Office, depending on the Office's evaluation of the acceptability of the modifications. SELECTION PROCESS 1. Following a review of the proposals by the Senior Grants Management Coordinator, the proposals shall be further transmitted to the Selection Committee. 2. The Selection Committee may invite two (2) or more qualifying Firms to attend an interview at which time they will be contacted to schedule a time and location for the interview. 3. The Selection Committee will evaluate and rank firms accordingly. 4. Final rankings will be forwarded to the Director of Community & Economic Development for consideration. 5. The firm/individual selected will be asked to negotiate a final scope of work and price, 7

8 and to develop a contract. Should negotiations fail to result in the development of a contract, the next highest ranking firm/individual will be offered the opportunity to continue the process. This method may continue until an agreement is reached and a contract negotiated. 6. The final contract must be approved by the Jefferson County Commission. 7. The cost incurred by Firms in preparing the proposals, or incurred in any manner in responding to the document, may not be charged to Jefferson County. 8. All Firms will be notified of the results within sixty (60) days after the close of the request for proposal period. PROTEST PROCEDURE Protests shall be submitted in writing to: Dr. Frederick L. Hamilton, Director Jefferson County Office of Community & Economic Development 716 Richard Arrington Jr. Blvd. N., Suite A-430 Birmingham, AL Written protests must be submitted within 72 hours of notification of award. Protests must contain at a minimum, the name, address and telephone number of the protester; the signature of the protester or its representative and evidence of authority to sign; a detailed statement of the legal and factual grounds of the protest including copies of relevant data; and the form of relief requested. Within 15 business days of receipt, and after consultation with legal counsel, HUD, or others, Jefferson County will respond to the protest. Jefferson County reserves the right to reject any or all proposals; to waive irregularities of information in any RFP; to re-advertise the request for proposals; and/or to take any steps determined prudent in order to resolve the protest. EVALUATION CRITERIA The Selection Committee will screen and rank all Proposals. Interviews may be conducted as part of the ranking process. Proposals received in reply to this request will be evaluated using the following criteria and scored based on a maximum of 100 points. Price will not be a part of the Selection Committee s selection criteria in the procurement of legal services; rather, proposals will be evaluated and the most qualified competitor will be selected, subject to negotiations of fair and reasonable compensation. Scoring Total Points 1. Professional Qualifications of the individual or firm Applicant s previous experience with federally funded projects Demonstrated ability to meet project deadlines Demonstrated ability of key personnel Similar projects completed within the past 5 years References of past clients 10 8

9 BEGIN LEGAL ADVERTISEMENT HERE REQUEST FOR PROPOSALS LEGAL SERVICES LEGAL ADVERTISEMENT The Jefferson County Office of Community & Economic Development desires to enter into a contract for legal services in support of its federal programs and other activities administered through the Jefferson County Office of Community & Economic Development. A copy of the complete Request for Proposals will be available upon request at: Jefferson County Office of Community & Economic Development 716 Richard Arrington Jr. Blvd. North Suite A-430 Birmingham, Alabama Attn: Frederick L. Hamilton, Director (205) e -mail: hamiltonf@jccal.org The firm or individual selected must have the capacity to fulfill the following type of legal services: Nature of Services: Legal services required will include but are not limited to the following: 1. Preparation of closing documents (notes, mortgages, loan agreements, other security agreements, etc.) and loan closings for loans made with federal and other funds to forprofit and non-profit single-family and multi-family developers, businesses receiving Economic Development assistance, private individuals to purchase homes under various homeownership assistance programs and for repair and rehabilitation of housing for low and moderate income families and individuals. 2. General Counsel regarding questions and issues which arise from time to time regarding various real estate transactions, including closings, collections, foreclosures, security agreements and legal agreements which have previously been entered into or are about to be entered into as a part of a federal grant program or project. May order title commitments/policies and clear titles as needed. A minimum of three (3) years of experience with federal CDBG, EDA and HOME program regulations is required. 3. General Counsel regarding the negotiation and contract/agreement development for single family homeownership, multi-family rental housing and economic development loans. These developments and projects may contain multiple funding sources including 9

10 HOME, CDBG, EDA, and private sector funds including both grants and loans and Low Income Housing Tax Credits. 4. General counsel and opinions regarding the legality or propriety of certain actions under the Code of Federal Regulations, the Code of Alabama, or other laws, regulations, or policies. 5. Litigation as required; and 6. Perform related tasks as required. The proposing firm or individual must submit to the County's Office of Community & Economic Development a sealed proposal and other documentation verifying its commitment to comply with all requirements outlined in the Request for Proposals by 5:00 p.m. on August 18, The sealed envelope must clearly note Legal RFP. End Legal Advertisement Birmingham News (Legal Section) Run Date: 8/1/14 Birmingham Times (Legal Section) Run Date: 7/31/14 10

11 APPENDIX A: TERMS AND CONDITIONS 1. Federal Regulations The work covered by this Agreement is being assisted under Title I of the Housing and Community & Economic Development Act of 1974, (P.L ) as amended and the HOME Investment Partnerships Act identified as (Public Law ) Title II and approved on November 28, The Agreement is subject to all applicable Federal Laws and regulations. 2. Provisions of Law, Deemed, Inserted Each and every provision of law and clause required by law to be inserted in this Agreement shall be deemed to be inserted herein and the Agreement shall be read and enforced as though it were included herein, and if through mistake or otherwise any such provision is not inserted, or is not correctly inserted, then upon the application of either party the Agreement shall forthwith be physically amended to make such insertion or correction. It is also agreed that this Agreement may be suspended or terminated by the County if the Contractor refuses to accept any additional conditions that may be imposed by the Department of Housing and Urban Development during the period of the Agreement. 3. Definitions As used herein the following words and terms shall have the meanings hereby ascribed to them: (a) (b) (c) (d) (e) (f) (g) "Area" means the jurisdictional limits of Jefferson County, Alabama. "Contractor" means a city, authority, board, person, firm, corporation or public agency entering into this Contract, or Agreement with Jefferson County, Alabama, to do such work as specified within said Contract or Agreement. "Consortium" means the group of municipalities which have entered into a cooperation agreement with Jefferson County Commission for the Community & Economic Development Block Grant Program, HOME and Emergency Shelter Grant Programs. "County" means Jefferson County, Alabama. "Government" means the Federal government of the United States of America. "HUD" or "the Department" means the U.S. Department of Housing and Urban Development. "Project" means a collection of work elements and activities to be undertaken as a part of the Program by the Contractor as set forth in this Contract or 11

12 Agreement. (h) (i) (j) (k) Where the Project is to be carried out for a specific municipality, "Project Area" or "Planning Area" means the corporate limits and fringe areas of the municipality as delineated by the Office of Community & Economic Development. Where the Project is not specifically limited to a designated municipality, the "Project Area" or "Planning Area" encompasses the entire County, unless otherwise specified. "Program" means the Jefferson County Community & Economic Development Programs operated under the provisions of the U.S. Department of Housing and Urban Development regulations, the Housing and Community & Economic Development Act of 1974 and the HOME Investment Partnerships Act at Title II of the Cranston-Gonzalez National Affordable Housing Act. "The Secretary" means the Office of the Secretary of the U.S. Department of Housing and Urban Development. "Subcontractor" means the person, firm or corporation entering into a subcontract with the Contractor to perform wholly or in part such work as specified in said contract. 4. Compliance with Section 3 of the Housing and Urban Development Act of (a) (b) (c) The work to be performed under this Contract is a Project assisted under a Program providing direct Federal financial assistance from the Department of Housing and Urban Development and 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 requires that to the greatest extent feasible, opportunities for training and employment be given lower income residents of the Project Area and contracts for work in connection with the projects be awarded to business concerns which are located in, or owned in substantial part by persons residing in the area of the Project. The parties to this contract will comply with the provisions of said Section 3 and the regulations issued pursuant thereto by the Secretary of Housing and Urban Development set forth in 24 CFR 135, and all applicable rules and orders of the Department issued thereunder prior to the execution of this contract. The parties to this contract certify and agree that they are under no contractual or other disability which would prevent them from complying with these requirements. The Contractor will include the Section 3 clause as cited in Paragraphs (a) through (d) in every subcontract for work in connection with the Project and will, at the discretion of the County, take appropriate action pursuant to the subcontract upon finding that a Subcontractor is in violation of regulations issued by the Secretary of Housing and Urban Development, 24 CFR 135. The Contractor will not subcontract with any Subcontractor where it has notice or knowledge that the latter has been found in violation of regulations under 24 CFR 135 and will not let 12

13 any subcontract unless the Subcontractor has first provided it with a preliminary statement of ability to comply with the requirements of these regulations. (d) (e) (f) The Contractor shall maintain data which records its good faith efforts to identify, train and/or hire lower income residents of the project area and to utilize business concerns which are located in or owned in substantial part by persons residing in the project area. As soon as practicable prior to the award of each subcontract, the Contractor shall notify the County in writing of the name of each Subcontractor proposed, and furnish such written information as it may require concerning the proposed Subcontractor, together with the proposed Subcontractor's non-collusive affidavit in the form prescribed by the County. Any objection shall be expressed in writing by the County within ten (10) days after receipt. The County may, without claim for extra cost by the Contractor, disapprove any Subcontractor for cause on the basis of its own determination or because of the fact that the proposed Subcontractor is listed as ineligible to receive awards of contracts from the United States on a current list or lists furnished by HUD. 5. New Job Opportunities In accordance with Section 604 of the Housing and Urban Development Act of 1968, the Contractor shall: (a) (b) To the maximum extent practicable, follow hiring and employment practices which will assure that performance of project work results in new job opportunities for the unemployment and the underemployed and, Insert or cause to be inserted the same or similar provisions in each subcontract. 6. Discrimination Prohibited (a) (b) No person in the United States shall, on the ground of race, color, religion, sex, age or national origin, be excluded from participation in, be denied the benefits of or be otherwise subject to discrimination under any program or activity made possible by or resulting from this contract. The Contractor and each employer will comply with all requirements imposed by or pursuant to Title VI of the Civil Rights Act of The Contractor shall administer all programs, responsibilities and activities relating to housing and Community & Economic Development in a manner to affirmatively further fair housing, so as to comply with Title VIII of the Civil Rights Act of 1968, Section 109 of the Housing and Community & Economic Development Act of 1974 and HUD Regulations issued pursuant thereto at 24 CFR , and Executive Order 11063, which governs equal opportunity in housing. 13

14 (c) The Contractor certifies that he does not maintain or provide for his employees any segregated facilities at any of his establishments, and that it does not permit any of its employees to perform their services at any location under his control, where segregated facilities are maintained. The Contractor covenants that he will not maintain or provide for his employee any segregated facilities at any of his establishments, and that he will not permit his employees to perform their services at any location, under his control, where segregated facilities are maintained. As used in this paragraph, the term "segregated facilities" means any waiting rooms, work areas, restrooms and washrooms, restaurants and other eating areas, time-clocks, locker rooms and other storage or dressing areas, transportation, and housing facilities provided for employees which are segregated by explicit directive or are in fact, segregated on the basis of race, creed, color, or national origin, because of habit, local custom, or otherwise. 7. Financial Management The Contractor and/or any Subcontractors hereby certify that they will adhere to pertinent requirements of the Jefferson County HOME and Community & Economic Development Block Grant Programs, the Common Rule and Federal Management Circular - A Assignments The Contractor shall not assign any interest in this Agreement, and shall not transfer any interest in the same (whether by assignment, or novation), without the prior written consent of the County thereto. 9. Procurement Standards (a) (b) The Contractor shall maintain a code of standards of conduct which shall govern the performance of his officers, employees, or agents in contracting with and expending Federal grant funds. Local government officials, employees or agents shall neither solicit nor accept gratuities, favors, or anything of monetary value from Contractors or potential Contractors. All procurement transactions regardless of whether negotiated or advertised and without regard to dollar value shall be conducted in a manner so as to provide maximum open and free competition. 10. Subcontract Approval The Contractor shall submit for the County's review and approval, a copy of all subcontracts the Contractor may desire to let for any portion of the work set forth and required by this Agreement. The County shall have the right to approve or disapprove of said subcontracts or proposed Subcontractors where the County deems that they are not in compliance with the intent of provisions made by this Agreement or other program policies, regulations, guidelines and requirements. The Contractor agrees that the County shall approve of said subcontract or subcontracts prior to the execution of the subcontract document, and that said document will contain an appropriate space for the County to 14

15 acknowledge its approval. 11. Retention of Records (a) (b) All records and working papers maintained by the Contractor that pertain to this agreement shall be retained by the Contractor for a period of three years from the date of the audit reports, or such longer period as the County or the U.S. Department of Housing and Urban Development may require in specific cases. At any time during normal business hours at the Contractor's place of business and as often as the County, HUD, the Comptroller General of the United States, or any of their duly authorized representatives deem necessary, they shall have access to all working papers or property of the Contractor pertaining to funds provided under this Contract for the purpose of making surveys, inspections, audits, examinations, reviews, excerpts, and transcripts. 12. Reports and Information The Contractor, at such times as the County may require, shall furnish such statements, records, data and information, as may be requested pertaining to matters covered by this Agreement. 13. Copyright No documents produced in whole or in part under this agreement shall be the subject of any application for copyright by or on behalf of the Contractor. 14. Findings Confidential Any documents, information, data, etc., given to or prepared or assembled by the Contractor under this Agreement which the County requests to be kept as confidential shall not be made available to any individual or organization by the Contractor without the prior written approval of the County. 15. Prohibition Against Payments of Bonus or Commission Funds provided under this Agreement shall not be used in the payment of any bonus or commission for the purpose of obtaining from the County or the U.S. Department of Housing and Urban Development of this or future contracts, or any other approval or concurrence of said agencies that may be required under this Agreement, Title I of the Housing and Community & Economic Development Act of 1974, or the Department regulations with respect thereto; provided, however, that reasonable fees or bona fide technical consultant, managerial or other such services, other than actual solicitation, are not hereby prohibited if otherwise eligible as contract costs. 16. Interest of Public Officials and Kick-Backs The Contractor shall comply with the provisions of the Copeland Act, as amended (48 15

16 Stat USC 27 6(b), (c)) when applicable. 17. Compensation to Consultants Adjustments of rates of compensation and payments may be made where audit and monitoring reviews indicate that the rates of compensation were not reasonable or exceeded the maximum daily rate for a GS Suspension and Termination If through any cause, the SUBRECIPIENT shall fail to fulfill in a timely and proper manner their obligations under this Agreement or if the SUBRECIPIENT shall violate any of the covenants, agreements, or stipulations of this Agreement, the COUNTY shall thereupon have the right to terminate or suspend this Agreement by giving written notice to the SUBRECIPIENT of such termination or suspension and specifying the effective date thereof, at least fifteen (15) days before such effective date. In that event, all finished or unfinished documents, data studies, surveys, drawings, maps, models, photographs, and reports prepared by the under this Agreement shall, at the option of the COUNTY become its property; and the shall be entitled to receive just and equitable compensation for any satisfactory work completed on such documents and other materials. Notwithstanding the above, the SUBRRECIPIENT shall not be relieved of liability to the COUNTY for damages sustained by the COUNTY by virtue of any breach of the Agreement by the and the COUNTY may withhold any payments to the for the purpose of setoff until such time as the exact amount of damages due the COUNTY from the is determined. 19. Termination of Agreement for Convenience: The COUNTY may terminate this Agreement at any time by giving written notice of such termination and specifying the effective date thereof, at least 15 days before the effective date of such termination. In that event, all finished, or unfinished documents and other materials as described in Paragraph (1) above shall, at the option of the COUNTY become its property. If the Agreement is terminated by the COUNTY as provided herein, the SUBRECIPIENT will be paid an amount equal to actual work performed prior to the effective date of such termination. In no event shall the SUBRECIPIENT be entitled to receive compensation for work not actually performed or any amount for lost profit or other economic loss whatsoever. If this Agreement is terminated due to the fault of the SUBRECIPIENT, Paragraph (1) hereof, relative to termination, shall apply. 20. AMENDMENT This Contract is the entire Agreement between the parties, and no alterations, changes or additions thereto shall be made except in writing approved by the parties. 16

17 APPENDIX B: OTHER COUNTY TERMS AND CONDITIONS A. County Funds Paid Contractor and the Contractor s representative signed below certify by the execution of this Agreement that no part of the funds paid by the County pursuant to this Agreement nor any part of the services, products or any item or thing of value whatsoever purchased or acquired with said funds shall be paid to, used by or used in any way whatsoever for the personal benefit of any member or employee of any government whatsoever or family member of any of them, including federal, state, county and municipal and any agency or subsidiary of any such government; and further certify that neither the contractor nor any of its officers, partners, owners, agents, representatives, employees or parties in interest has in any way colluded, conspired, connived, with any member of the governing body or employee of the governing body of the County or any other public official or public employee, in any manner whatsoever, to secure or obtain this Agreement and further certify that, except as expressively set out in the scope of work or services of this Agreement, no promise or commitment of any nature whatsoever of any thing of value whatsoever has been made or communicated to any such governing body member or employee or official as inducement or consideration for this Agreement. Any violation of this certification shall constitute a breach and default of this Agreement which shall be cause for termination. Upon such termination Contractor shall immediately refund to the County all amounts paid by the County pursuant to this Agreement. B. Liability 1. Contractor agrees to indemnify, hold harmless, and defend the County, its elected officials and its employees, severally and jointly, from and against all liability from loss, claim, suit, action, damage, or cost of every name and description which the County may suffer or for which the County may be held liable by reason of injury, including death, to any person or damage to any property arising out of or in any manner connected with the operations to be performed by Contractor under this Agreement. This paragraph shall not be interpreted to require Contractor to indemnify, hold harmless, and defend the County from any injury, damage, or death caused by any negligence or breach of Agreement of or by the County. 2. Contractor shall not, without prior written permission of the County specifically authorizing them to do so, represent or hold themselves out to others as an agent of or on behalf of the County. C. Administrative Order of the Jefferson County Commission 08-4 Both parties agree that all services rendered under this contract will be done so without regard to race, creed, color, sex, national origin, religion or handicap. Contractor agrees to comply with Jefferson County Commission Administrative Order 08-4 as follows: 17

18 PURPOSE To give notice to potential developers/contractors that Jefferson County is an equal opportunity employer in accordance with Title VII, Civil Rights Act of 1964, 42 U.S.C. 1981, 1983, 1986 and amendments, and it is the policy of Jefferson County to require developers, contractors, vendors and suppliers (hereinafter Contractor ) providing goods and services to the County to afford equal opportunity for employment to all individuals regardless of race, color, sex, age, religion, national origin, disability or veteran status. I. PROCEDURE The clause set forth below which requires Contractors compliance with federal law shall be incorporated in each bid or offer to do business with the County and in all contracts and sub-contracts with the County as follows: 1. The Contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, national origin, age, disability or veteran status pursuant to the provisions of Title VII of the Civil Rights Act of 1964, 42 U.S.C. 1981, 1983, 1986 and all amendments thereto relative to discriminatory employment practices. The Contractor will ensure that qualified applicants are employed, and that said employees are treated fairly during employment, without regard to their race, color, religion, sex, national origin, age, disability or veteran status. Such action shall include, but not be limited to the following: employment, promotion, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. 2. In the event of the Contractor s non-compliance with the equal employment opportunity clause of this Agreement, this Agreement may not be awarded or may be cancelled, terminated or suspended in whole or in part and the Contractor may be declared ineligible for further County contracts. 3. The Contractor will include the provisions of paragraph (1) in every sub-contract or purchase order. 4. The Contractor shall certify to the County its compliance with this policy prior to receipt of any contract or business with the County. The Form is found Attachment I of this document which is incorporated herein by reference. D. Disputes. Any dispute regarding the interpretation of the terms of this Agreement shall be decided by the County. The County s decision shall be final and binding. E. Non-Assignability Contractor shall not assign any interest in this Agreement, and shall not transfer any interest in the same (whether by assignment, or novation), without the prior written 18

19 consent of the County. Any violation is enforceable under the common law of the State of Alabama. E. Governing Law To the extent federal law does not apply, this Agreement shall be constructed in accordance with and governed by the laws of the State of Alabama. G. Inurement This agreement is binding upon and shall inure to the benefit of the parties hereto, their heirs, personal representatives, successors and newly elected public officials. H. Compliance Contractor shall comply with all Alabama laws applicable to doing business in this state and all city and county ordinances governing the conduct of a non-profit in Jefferson County, Alabama. Contractor agrees to pay all necessary fees for all required business licenses, permits, payroll taxes, occupational taxes and file any and all tax returns required by federal, state and local laws in a timely fashion. I. Amendment of Agreement This Agreement constitutes the entire Agreement between the County and Contractor, and merged into this Agreement are all statements, representations, covenants and agreements, if any, heretofore made with respect to the financing, acquisition, construction/rehabilitation and sale of the residences referred to in the preamble to this Agreement, and all such agreements, if any, not incorporated herein are void and of no force and effect. No change of any term or provision of the Agreement shall be valid or binding unless so amended by written instrument which has been executed and approved by the parties. Any such amendment shall be attached to and made a part of this Agreement. A written request must be made to the County and an amended agreement will be executed. 19

20 APPENDIX C ADMINISTRATIVE ORDER OF THE JEFFERSON COUNTY COMMISSION 08-4 PURSUANT to the authority vested in the Jefferson County Commission by law, the following Administrative Order is hereby issued: I. PURPOSE To give notice to potential contractors that Jefferson County is an equal opportunity employer in accordance with Title VII, Civil Rights Act of 1964, 42 U.S.C. 1981, 1983, 1986 and amendments, and it is the policy of Jefferson County to require contractors, vendors and suppliers (hereinafter Contractor ) providing goods and services to the County to afford equal opportunity for employment to all individuals regardless of race, color, sex, age, religion, national origin, disability or veteran status. II. PROCEDURE The clause set forth below which requires Contractor compliance with federal law shall be incorporated in each bid or offer to do business with the County and in all contracts and subcontracts with the County as follows: 1. The Contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, national origin, age, disability or veteran status pursuant to the provisions of Title VII of the Civil Rights Act of 1964, 42 U.S.C. 1981, 1983, 1986 and all amendments thereto relative to discriminatory employment practices. The Contractor will ensure that qualified applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, national origin, age, disability or veteran status. Such action shall include, but not be limited to the following: employment, promotion, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. 2. In the event of the Contractor s non-compliance with the equal employment opportunity clause of this contract, this contract may not be awarded or may be cancelled, terminated or suspended in whole or in part and the Contractor may be declared ineligible for further County contracts. 3. The Contractor will include the provisions of paragraph (1) in every subcontract or purchase order. 5. The Contractor shall certify to the County its compliance with this policy prior to receipt of any contract or business with the County. 20

21 JEFFERSON COUNTY, ALABAMA EQUAL EMPLOYMENT OPPORTUNITY CERTIFICATION FORM Contractor/Vendor Name: Address: The Contractor acknowledges receipt of Jefferson County s Equal Employment Opportunity Contractor Compliance Administrative Order (attached hereto) and certifies that it is an equal opportunity employer and agrees to the requirements of the Policy and the Equal Employment Opportunity Clause therein. It further certifies that it will require all subcontractors to execute an Equal Employment Opportunity statement and certification of compliance. The Contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex national origin, age, disability or veteran status. The Contractor will ensure that qualified applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, national origin, age, disability or veteran status. Such action shall include, but not be limited to the following: employment, promotion, 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 setting forth the provisions of this non-discrimination clause. The Contractor will furnish to the County, upon request, reports, notices, policies and/or information certifying compliance with this policy. In the event of the Contractor s non-compliance with the equal employment opportunity clause of this contract, this contract may not be awarded or may be cancelled, terminated or suspended in whole or in part and the Contractor may be declared ineligible for further County contracts. Date Signature Title 21

22 CODE OF CONDUCT The ENGINEER covenants that no person who presently exercises any functions or responsibilities in connection with the program has any personal financial interest, direct or indirect, in this Project. The ENGINEER further covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of its services hereunder. The ENGINEER further covenants that in the performance of this Agreement no person having any conflicting interest shall be employed. Any interest on the part of the ENGINEER or its employees must be disclosed to the OWNER. Provided, however, that this paragraph shall be interpreted in such a manner so as not to unreasonably impede the statutory requirement that maximum opportunity be provided for employment of and participation by low and moderate income residents of the area. The ENGINEER further agrees that none of the employees or officers of the firm shall neither solicit nor accept gratuities, favors, or anything of monetary value from contractors, potential contractors, or parties to any sub-agreements. Printed Name of Contractor (or Authorized Representative) Title Signature of Contractor (or Authorized Representative) Date Signed 22

23 CIVIL RIGHTS The undersigned is fully aware that his contract is wholly or partially federally funded, and further, agrees to abide by the: Civil Rights Act of 1964, Title VI, as amended, that provides no person on the basis of Race, Color, or National Origin shall be excluded from participation, denied program benefits, or subjected to discrimination; And, Civil Rights Act of 1968, Title VIII, as amended, will not discriminate in housing on the basis of Race, Color, Religion, Sex, or National Origin; And, Rehabilitation Act of 1973, Section 504, as amended, that no otherwise qualified individual shall solely by reason of his or her handicap be excluded from participation and/or employment, denied program benefits, subjected to discrimination under any program receiving federal funds; And, Housing and Community Development Act of 1974, Section 109, as amended, that no person shall be excluded from participation (including employment), denied program benefits, or subjected to discrimination on the basis of Race, Color, National Origin, Sex, Age, and Handicap under any program or activity funded in whole or part under Tile I (CDBG) of the Act; And, Age Discrimination Act of 1975, as amended, that no person shall be excluded from participation, denied program benefits, or subjected to discrimination on the basis of age under any program or activity receiving federal funds; And, Americans with Disabilities Act of 1990, as amended, that there shall be no employment discrimination against qualified individuals with disabilities. And, Executive Order 11063, that no person shall, on the basis of race, color, religion, sex, or national origin, be discriminated against in housing and related facilities provided with federal assistance, or lending practices with respect to residential property when such practices are connected with loans insured or guaranteed by the federal government; And, Executive Order 11246, as amended, that no person shall be discriminated against, on the basis of race, color, religion, sex, or national origin, in any phase of employment during the performance of federal or federally assisted construction contracts in excess of $10,000. Printed Name of Contractor (or Authorized Representative) Title Signature of Contractor (or Authorized Representative) Date Signed 23

24 ACCESS TO RECORDS AND RETENTION The undersigned certifies, to the best of his or her knowledge and belief that: 1. The individual, sole proprietor, partnership, corporation, and/or association agrees to permit the Jefferson County Office of Community & Economic Develop, The U.S. Department of Housing and Urban Development, and the Office of the Inspector General and/or their designated representatives to have access to all records for review, monitoring, and audit during normal working hours. 2. The individual, sole proprietor, partnership, corporation, and/or association agrees to retain all records for at least five years following the official Jefferson County Closeout date of the grant or the resolution of all audit findings, whichever is later. Printed Name of Contractor (or Authorized Representative) Title Signature of Contractor (or Authorized Representative) Date Signed 24

25 CONFLICT OF INTEREST The undersigned is fully aware that this contract is wholly or partially federally funded, and further, by submission of the proposals that the individual or firm, certifies that: 1. There is no substantial interest with any public official, employee, agency, commission, or committee with Jefferson County. 2. Any substantial interest, with any public official, employee, agency, commission, or committee (including members of their immediate family) with Jefferson County that develops at any time during this contract will be immediately disclosed to the Jefferson County Office of Community & Economic Development. 3. During the term of this agreement, the individual, sole proprietor, partnership, corporation, and/or association agrees not to represent any party with respect to any matter pending before the County without disclosing the nature of such representation, the amount and basis of any fees to be charged with respect thereto, and receiving the written consent of the County to such representation as evidenced by an amendment to this agreement approved by the Commission. Printed Name of Contractor (or Authorized Representative) Title Signature of Contractor (or Authorized Representative) Date Signed 25