REQUEST FOR PROPOSALS

Transcription

1 REQUEST FOR PROPOSALS CONTRACT For BOND LEGAL COUNSEL AND INVESTMENT BANKING SERVICES RFP # HOUSING AUTHORITY of the CITY of GRIFFIN GRIFFIN, GEORGIA BOARD OF COMMISSIONERS HARVEY PILKENTON Chairperson EULA REDDING Vice Chairperson SHIRLEY CALDWELL Commissioner LEE HANCOCK Commissioner JEAN MILLER Commissioner LISA FAMBRO Resident Commissioner ROBERT DULL CEO

2 Dear Potential Respondent: The Housing Authority of the City of Griffin (GHA), Georgia is soliciting proposals for: SOLICITATION TYPE: REQUEST FOR PROPOSALS (RFP) RFP NUMBER: RFP # DESCRIPTION: REQUEST FOR PROPOSALS - PRE- DEVELOPMENT & DEVELOPMENT LEGAL AND INVESTMENT BANKING SERVICES ISSUE DATE: May 13, 2011 PROPOSAL DUE DATE: June 15, 2011 PROPOSAL DUE TIME: PROPOSAL SUBMISSION PLACE: DIRECT INQUIRIES TO: 12:00 P.M. Eastern Standard Time Housing Authority of the City of Griffin 518 Nine Oaks Dr. Griffin, GA Robert Dull CEO/Contracting Manager Office (770) grif_ha@bellsouth.net Fax (770) Note: All questions or requests for clarification must be submitted in writing by 5:00 P. M., May 20, A written Addendum will respond to any and all questions. All Proposals are subject to the Conditions, Instructions and the Specifications attached hereto. All deadlines indicated above are firm and non-negotiable RFP # RFP for Bond Legal and Investment Banking Services Page 2

3 TH/G* Family Elderly Request for Proposals RFP # PRE-DEVELOPMENT & DEVELOPMENT LEGAL AND INVESTMENT BANKING SERVICES Introduction The Housing Authority of the City of Griffin (hereinafter referred to as GHA ) is a high performing; financially sound low income public housing agency located in Griffin, Georgia; approximately 49 miles south of Atlanta and 48 miles north of Macon, Georgia. GHA does not currently manage or offer assistance under HUD s Housing Choice Voucher Program (HCVP). The Housing Authority of the City of Griffin ( GHA ) invites interested firms and/or teams to submit sealed proposals for pre-development/development legal and investment banking consulting services relative to GHA s development, revitalization and future acquisition planning for 2011 through 2012 and the option of GHA to extend to 2013 and beyond for possible Contractor services. GHA s Public Housing Real Estate Portfolio consists of 250 units of traditional public housing built between 1950 and While significant capital improvements have occurred over the years, the units are functionally obsolete and do not meet today s standards for quality rental housing. Funding under the federal public housing program traditionally did not provide capital reserves to enable critical life-cycle replacement of building systems and components. GHA s long term strategy is to expand beyond the current footprint of public housing by championing a progressive housing strategy for Griffin to ultimately provide additional affordable workforce rental and homeownership opportunities for the surrounding community. Housing Stock Profile GA# Site Housing Authority for City of Griffin Year Built Total # of Bldg. # of Acres Tota l # of Unit s Meriwether Homes x x Nine Oaks x Fairmont Home x x 1 BR 2 BR 3 BR 4 BR TOTALS Meriwether Homes A Demolition/Disposition Application was submitted to HUD s SAC office in January Pending Environmental Reviews by Atlanta HUD Field Office and Georgia Historical Preservation for final approval, GHA has a phased redevelopment strategy which minimizes the negative impact on its residents and the surrounding RFP # RFP for Bond Legal and Investment Banking Services Page 3

4 community. Built in 1950, Meriwether Homes, a 120 unit low income family community, has reached its 60 year milestone. Having responsibly served the Griffin community for over six decades, age has taken its toll on Merewether s interior and exterior physical conditions; the site s infrastructure (water and sewer line systems) has failed on a regular basis, to the point where the City of Griffin will no longer provide emergency repair services. The Meriwether Homes site offers the best location to accommodate the growing needs of Griffin s elderly community. There is sufficient land to consolidate GHA s elderly residents residing in its Nine Oaks Community and remaining family communities to a single 130 unit midrise building with consolidated supportive services. Through environmental design, the site will also continue to serve families in need by providing 80 brand new units similar to what is now being developed under the HUD HOPE VI program. This redevelopment effort will serve as a catalyst for redevelopment of the surrounding community. Fairmont Homes An 80 unit LIPH family site has reached its 60 year milestone as well. Under the provisions of HUD s proposed PETRA (Preservation, Enhancement, and Transformation of Rental Assistance) Program and current voluntary conversion program, PHA s may elect to convert public housing units to project based assistance under the Section 8 Multi-Family HCVP. This process enables a PHA to secure debt to complete capital improvements and/or redevelopment. The HCVP rents create cash flow available to support financing (tax credit, HOME funds, and municipal or private activity bonds) that would enable the improvements to be completed in a timelier manner. The property is to be rehabilitated by transfer to a private affiliate of GHA resulting in issuance of Section 8 disposition vouchers. GHA would seek permission to convert incrementally issued vouchers to project based assistance. Project Based Section 8 would be utilized to leverage a supportable mortgage loan that would provide sufficient proceeds to fund all rehabilitation costs and reserves needed to continue viability of property in non-acc status. Nine Oaks Apartments - The GHA s only senior community consists of a total of 50 apartments, is currently under contract for sale pending final HUD approval. This senior housing community currently serves a population consisting of elderly and physically disabled 55 years and older. There are approximately 40 additional elderly and physically disabled households residing in GHA s Meriwether and Fairmont Home s communities. Further analysis is needed to determine the need for affordable senior housing both now and in the future; a continuum of care to allow residents to age in place gracefully; replacement housing strategy for unit configuration (i.e. one bedroom vs two bedroom units) and amenities necessary for a successful continuum of care. General Specifications This procurement is intended to solicit responses from firms and/or teams demonstrating the highest combination of experience and success in assisting public housing agencies develop and RFP # RFP for Bond Legal and Investment Banking Services Page 4

5 implement development/revitalization strategies in accordance with federal, state and local regulations. Fees proposed for each component of the RFP will also be a factor. GHA may not necessarily proceed with an award based on the initial proposals received, and reserves the right to discuss contents of such proposals to obtain additional information and to negotiate changes in the proposal. Sealed proposals will be received at the Central Office of GHA, 518 Nine Oaks Dr., Griffin, GA 30224, until 12:00 P. M., Local Time, Wednesday, June 15, Proposals must be plainly marked Proposal for Bond Legal Counsel And Investment Banking Services - RFP # A separate sealed fee proposal must be submitted with the proposal package labeled Proposal for Bond Legal Counsel And Investment Banking Services - RFP # GHA reserves the right to reject any, or all proposals, or to waive any informalities in the proposals. No submissions received after the deadline will be considered. A Contractor submitting a late proposal shall be so notified. All material submitted in the proposal becomes the property of GHA and will not be returned. Any proposal may be withdrawn seven (7) days prior to the scheduled time for opening. An original and five (5) copies of the proposal should be submitted to: Robert Dull CEO/Contracting Manager Housing Authority of the City of Griffin 518 Nine Oaks Dr. Griffin, GA ORGANIZATIONAL AND CONTRACTUAL RELATIONSHIP Purpose. The following information regarding GHA is provided to aid firms submitting proposals in understanding the GHA's organizational structure and contractual relationship. Organization Structure. 1. GHA was created by the City of Griffin (City) in 1938 under the provisions of the Georgia Housing Authorities Law and operates under the provisions of the United States Housing Act of As a public corporation, GHA provides subsidized public housing within the City in accordance with state and federal law. The Mayor appoints six members of a governing board for staggered 5-year terms; they, in turn, elect a Chairman and Vice Chairman. The board members also appoint an Executive Director to administer the affairs of GHA. 2. The governing board authorizes subsidy contracts with the United States Department of Housing and Urban Development pursuant to the latter agency's regulations and statutory authorizations. One contract causes the corporation to construct, own and operate public housing assistance payments for eligible individuals and families. RFP # RFP for Bond Legal and Investment Banking Services Page 5

6 Ownership All deliveries and/or other products of the contract (including but not limited to all purchases, solicitation packages, reports, records, summaries, software documentation and other matter and materials prepared or developed by the contractor in performance of this contract) shall be the sole, absolute and exclusive property of GHA, free from any claim or retention of rights, thereto on the part of the contractor, it agents, subcontractors, officers or employees. Acceptance Determination of acceptability of successful respondent s (Hereinafter referred to as Contractor ) work will be made by GHA. Work shall be completed in a responsible professional manner in accordance with the specification, schedules, or performance/operating standards incorporated in the contract. SCOPE OF WORK The scope of services described below is intended to give a broad idea of the extent of assistance GHA needs in the development and implementation of its both short term and long term, development, acquisition, revitalization strategy. GHA reserves the right to expand, reduce or eliminate the services after contract award. Changes, including any increase or decrease in the amount of the Contractor s compensation, which are mutually agreed upon by and between GHA and the Contractor, shall be incorporated in written amendments to the contract. Contractors are cautioned against making promises, commitments, or representations they would be unable or unwilling to incorporate into the contract. It is the intent of GHA to: Create mixed finance, mixed income communities with reasonable opportunities for former residents to return to the revitalization area. Develop a multi-phased debt financing strategy in the municipal bond market as the primary funding source for its redevelopment strategy. Leverage Capital Fund resources in such a way as to maximize available funding for its development, acquisition and revitalization efforts in either new or existing public housing communities. Identify any and all potential public/private funding opportunities which assist GHA in its redevelopment strategies. To seek acquisition opportunities within the GHA market which increase the availability of affordable housing Increase the capacity of GHA as a funding resource, owner and manager of affordable rental housing. GHA is particularly concerned that the level of affordable housing in the area not be diminished. The Contractor shall provide the benefit of its proven experience in the following areas: Financial Structuring RFP # RFP for Bond Legal and Investment Banking Services Page 6

7 It will be the responsibility of the Contractor to leverage bond funds to the maximum extent possible, securing all financial commitments necessary to successfully complete the redevelopment of the GHA s portfolio. It is the expectation of GHA that the selected Contractor in conjunction with yet to be procured Development Partner, will seek financing from traditional and non-traditional sources to cover the costs of the development that are not financed by Bond funds. GHA recognizes the volatility of the financial market and the realities of the current real estate market in revitalization target areas and understands, due to these market changes, that the actual financing scheme may change from GHA s original redevelopment strategy. However, the Contractor must maintain the goal of assisting GHA in its intent to provide quality, affordable housing to the community it serves. GHA also notes that it will seek to maximize the return on its investment of the Bond funds in the project. a. Assist in preparing financing plan for project(s), and all project budgets and pro-formas. b. Establish ownership and partnership structure in conjunction with GHA based on financing plan. c. Review of tax credits, equity investments, development and financing options. d. Assist in structuring the use of capital public housing funds. e. Secure and coordinate debt financing. Legal Issues a. Assist GHA in interpreting legislative and regulatory changes regarding the development of mixed finance projects in collaboration with other GHA advisors. b. Evaluate ownership/partnership options for development and draft legal documents as may be required by GHA. c. Advise regarding project disposition, loan, title and equity closings, and prepare related documents as may be required by GHA. d. Arrange for necessary legal opinions to be delivered to GHA, HUD and investors and lenders as may be required. Contractor Team Resources Review GHA s Redevelopment Strategies and offer counsel and alternatives on achieving the objectives stated in Introduction. It is expected that the successful Contractor will make available additional resources and/or contracted personnel as needed to accomplish the intent of this RFP. Such resources shall include, but are not limited to: Banking and Funding Resources Bond and Disclosure/Underwriter Counsel Services Other Legal Advisory Services Assist GHA and its Support Services Advisory Consultant in the Solicitation and Selection of Development Partner/Team RFP # RFP for Bond Legal and Investment Banking Services Page 7

8 Development and Implementation of Overall Financing Plan A key role of the Contractor will be to work with GHA, its Support Services Advisory Consultant and yet to be procured Development Partner to develop and implement an overall financing plan that achieves GHA s goals and objectives as set forth above. The Contractor will be expected to identify the potential debt and equity sources of funds which are or could be available to support the reorganization, revitalization and operation of the projects (including conventional financing sources, rated credit-enhanced and rated noncredit-enhanced publicly offered bonds, private placement alternatives, and tax credit sources), to determine how those resources can be combined with various available financing, structures, credit enhancement and other programs, rating agency requirements, and various legal requirements relating to the foregoing in order to maximize the funding for the projects, as well as leveraging GHA s Capital Funds. The overall financing plan must be consistent with enabling GHA to retain sufficient ownership, involvement and/or control to assure that GHA s goals and objectives as set forth above are satisfied. Capability in performing this role will be a major factor in Contractor selection. Real Estate Development Based upon Contractor s experience, advice will be solicited to assist GHA in the feasibility, assessment; financial structure and planning of any new development or acquisition rehab opportunities during contract period. Contractor shall provide assistance in the solicitation, review and selection of GHA s Development Partner, insuring GHA s predevelopment financial and legal objectives are met. Revitalization of Existing Public Housing and any other government housing entity Contractor shall provide the benefit of its experience in the revitalization of public housing, recognizing that opportunities are limited to appropriated funding levels. Contractor shall provide alternate funding strategies which will assist the GHA in achieving its goal of decent affordable housing. Familiarity and Expertise with Financing Utilizing Tax Credits Awarded by the Georgia Department of Community Affairs Contractor shall provide the benefit of it expertise and proven success in the financing of affordable housing in Georgia through the use of tax credits (4% and 9%) awarded by the Georgia Department of Community Affairs as a funding source. Section 8 Voluntary Conversion Program The Contractor shall work with GHA and its Support Services Advisory Consultant to assist the GHA in the assessment of its existing public housing communities for voluntary conversion to Section 8 project based housing. Assessment shall include a review of the capital needs, rent RFP # RFP for Bond Legal and Investment Banking Services Page 8

9 reasonableness and FMR determination, and financing strategies. Project Based Section 8 Expansion Where the potential exists for expanding the Project Based Section 8 Program through either acquisition rehab, new development or voluntary conversion, the Contractor shall work with GHA, its Support Services Advisory Consultant and yet to be determined Development Partner to provide the benefit of expertise and proven experience to insure the success of the program. EVALUATION CRITERIA A. Basic Qualifications Only proposals meeting the Basic Qualifications will be considered. Any proposal not meeting these criteria will be deemed non-responsive. 1. Basic Qualifications enumerated: a. All professional services must be provided in accordance with applicable certifications and qualifications required by the State of Georgia. 2. The selected Contractor must have: a. Satisfactory experience in providing legal and investment banking services in planning the development of at least one project involving a multi-faceted community planning and development process, which involves working with a public housing authority or other federal government housing entity. b. Successfully participated in the pre-development legal and financial analysis of a completed mixed finance and mixed income housing development at least once in the past five years. c. Participation in the legal analysis, financial analysis, underwriting and issuance of at least five successful multi-family governmental or private activity bond offerings within the past three years. B. Evaluation Criteria/Specific Proposal Requirements All proposals should be limited to 20 pages, not including standard preprinted material such as client list, resumes, and firm brochures. 1. Contractor s Statement of Qualifications and Experience 65 Total Points This component shall include the following information relative to the Contractor s qualifications, experience, and team. a. Statement of Contractor s Qualifications This should include resumes of the Contractor, its staff and key consultants who will participate on the Contractor s behalf and describe the organizational structure of the group RFP # RFP for Bond Legal and Investment Banking Services Page 9

10 b. Statement of Contractor s Knowledge and Experience The Contractor is expected to demonstrate knowledge and experience to accomplish the scope of work by each component listed as well as the following; Experience with or in governmental organizations, housing development and construction, and affordable housing programs especially in the Georgia market. Knowledge and extensive experience in mixed-finance development including structuring and coordinating multiple layers of financing utilizing public and private sources of debt and equity and tax credit investments. Include at least three (3) references for similar undertakings and cite the success for each. Substantial weight will be given to private financing of this type in Georgia. c. Identification and Organization of the Contract Team The proposal should identify the Contract team and include names of key specialists in the areas of expertise needed to complete the project. Explain how the organization and management of the contracting team will be handled and the roles of key individuals. The Contract Team should include professionals in bond and legal counsel, investment banking and its counsel, and any other areas required to fulfill the scope of this RFP. The proposals should also identify the legal firm(s) the contracting team intends to use to address all legal issues covered by the scope of work. Please indicate the level of support you feel will be needed from the GHA staff as well. The presence of offices, personnel and substantial other contracts and experience in Georgia and with affordable housing finance will be given extra consideration. d. Experience in Public Housing The Contractor should demonstrate its ability to understand the development process for public housing or other governmental housing and the implementation of development to a point of stabilized occupancy. 2. Technical Approach to Scope of Work 25 Total Points Describe the understanding and methodology Contractor will employ in meeting the objectives for each scope of work item listed in this RFP. Evaluation will be based upon how methodology and approach supports and addresses the key issues, goals and vision of GHA s redevelopment strategy. 3. Fee Proposal Contracting Services 10 Total Points The Contractor should prepare separate fee proposal applicable to each of the professional services to be provided by Contract team, separating fees for professional services and reimbursable fees. RFP # RFP for Bond Legal and Investment Banking Services Page 10

11 SELECTION AND AWARD PROCESS: GHA shall engage in individual discussions with one or more respondents within a competitive range and deemed fully qualified, responsible and suitable on the basis of initial responses and with emphasis on professional competence, to provide the required services. Repetitive informal interviews shall be permissible. Such respondents shall be encouraged to elaborate on their qualifications and performance data or staff expertise pertinent to the proposed project, as well as alternative concepts. At the discussion stage, GHA may discuss non-binding estimates of total project costs, including non-binding estimates of price for services. Proprietary information from competing respondents shall not be disclosed to the public or to competitors. At the conclusion of the informal interviews, on the basis of evaluation factors published in the RFP and all information developed in the selection process to this point, GHA shall select, in the order of preference, one or more respondents whose professional qualifications and proposed services are deemed most meritorious. Negotiations shall be conducted, beginning with the respondent ranked first. If a contract is satisfactory and advantageous to GHA and can be negotiated at a price considered fair and reasonable, the award shall be made to that respondent. Otherwise, negotiations with the respondent ranked first shall be formally terminated and negotiations conducted with the respondent ranked second, and so on until such a contract can be negotiated at a fair and reasonable price. Should GHA determine in writing and in its sole discretion that only one respondent is fully qualified, or that one respondent is clearly more highly qualified and suitable than the others under consideration, a contract may be negotiated and awarded to that respondent. GHA reserves the right, as appropriate; to enter into one contract or more than one contract with any respondent that consists of more than one firm. GHA reserves the right to reject any and all proposals, and to waive any informalities in the proposals received whenever GHA determines that such rejection or waiver is in its best interest. GHA also reserves the right to reject proposals from any Firm who has previously failed to perform properly, or to complete work on time or contracts of a similar nature. PROPOSAL PREPARATION REQUIREMENTS 1. Submittal Requirements: Proposals shall be signed by an authorized representative of the respondent. All information requested should be submitted. Failure to submit all information requested may result in GHA requiring prompt submission of missing information and/or giving a lowered evaluation of the proposal. Proposals that are substantially incomplete or lack key information will be considered unresponsive and may result in disqualification of the Team, at GHA s discretion. GHA reserves the right to request additional information from any and all teams, to waive any informalities in the procurement process and decline to award a contract to any and all respondents regardless of the responsiveness of the proposals. Mandatory submittal requirements are those required by law or regulation or are such that they cannot be waived and are not subject to negotiation. 2. Preparation: Proposals should be prepared simply and economically, providing a straightforward, concise description of capabilities to satisfy the requirements of the RFP. RFP # RFP for Bond Legal and Investment Banking Services Page 11

12 Emphasis should be placed on completeness and clarity of content. 3. Detailed Preparation: Proposals should be organized in the order which the Evaluation Criteria/Specific Proposal Requirements are presented in the RFP. All pages of the proposal should be numbered, with a separate heading for each of the evaluation criterion. Each paragraph in the proposal should reference the paragraph number of the corresponding section of the RFP. It is also helpful to cite the paragraph number, subletter, and repeat the requirement as it appears in the RFP. If a response covers more than one page, the paragraph number and subletter should be repeated at the top of the next page. The proposal should contain a table of contents which cross references the RFP requirements. If a response covers more than one page, the paragraph number and subletter should be repeated at the top of the next page. Information which the respondent desires to present that does not fall within any of the requirements of the RFP should be inserted at an appropriate place or be attached at the end of the proposal and designated as additional material. Proposals that are not organized in this manner risk elimination from consideration if the evaluators are unable to find where the RFP requirements are specifically addressed. 4. Ownership of Data: All materials and documentation originated and prepared for GHA pursuant to the RFP shall belong exclusively to GHA and be subject to public inspection in accordance with the Georgia Freedom of Information Act. Trade secrets or proprietary information submitted by an respondent shall not be subject to public disclosure under the Georgia Freedom of Information Act. EXCEPTIONS Any desired exceptions to the Terms and Conditions or Specifications of this RFP must be included in the proposal and must address the specific RFP paragraph where a conflict exists. PROPOSAL OPENING Sealed proposals (1 original and seven (4) copies) will be received at the Central Office of GHA, 518 Nine Oaks Drive, Griffin, Georgia, until 12:00 P. M., Local Time, Wednesday, June 15, Proposal opening will be the following morning at 10:00 A.M. EST, Thursday, June 16th, After review and contract award, all offers and evaluation documents shall be open for public inspection. AWARD OF CONTRACT It is the intent of GHA to enter into a contract with a qualified firm or one or more contracts with a team of qualified firms at a fair and reasonable price considering budget limitations, evaluation score, and the services outlined in the Scope of Work. RFP # RFP for Bond Legal and Investment Banking Services Page 12

13 Unless the respondent states otherwise, GHA reserves the right to award by individual line item, by group of line items, or as a total, whichever is deemed most advantageous to GHA. Notwithstanding any other provision of the Request for Proposals, GHA expressly reserves the right to: 1. Waive any material defect, informality, or 2. Reject any or all proposals or portions thereof 3. Reissue a Request for Proposals, or 4. Cancel the Solicitation. EMPLOYMENT The respondent shall affirm that it does not subscribe to any personnel policy which permits or allows for the promotion, demotion, dismissal or laying off of any individual due to their race, creed, color, national origin, age, sex or handicapped status. CONFLICT OF INTEREST GHA reserves the right at any time to preclude offering a work assignment to an respondent should a real or potential conflict of interest exist as determined by GHA. INSURANCE Unless otherwise required by GHA, the Contractor (or each firm included in a team serving as Contractor) will carry and maintain throughout the period of this contract, at its sole cost, insurance coverage reasonably required by GHA and customary and appropriate for the services being provided, including, without limitation, professional liability insurance in the amount of not less than $1,000,000 per claim and workers compensation insurance within statutory requirements. Certificates of insurance coverage shall be furnished GHA immediately upon the effective date of the resulting contract. PROCUREMENT FROM OTHER SOURCES GHA reserves the right to procure services covered by the resultant contract(s) from other sources when GHA determines it is in its best interest. CANCELLATION If the Contractor fails to fulfill in a timely and proper manner its obligations under this contract or if it should violate any of the terms of this contract, GHA shall have the right to immediately terminate the contract and to withhold payments that are in excess of fair compensation for work completed. The term breach of agreement specifically includes, but is not limited to, failure to comply with any applicable federal, state or local laws or regulations. Not withstanding the above, the Contractor shall not be relieved of any liability to GHA for damages sustained by virtue of any breach by the Contractor. Acceptance of services under this contract is subject to a Performance Period of Acceptance (PPA). RFP # RFP for Bond Legal and Investment Banking Services Page 13

14 CONTRACT TERMINATION Either party hereto may terminate this agreement upon thirty (30) calendar day s written notice of such termination to the other party. CONFIDENTIALITY The Contractor acknowledges that information disclosed to it concerning GHA operations during performance of the contract is confidential and/or proprietary to GHA and shall not be disclosed to third parties without GHA s prior written consent. COMPLIANCE WITH LAWS Contractor agrees to comply with any applicable federal, state and local laws and regulations. CONTRACT TERM The term of any resultant contract shall be for a period of 36 months, unless terminated, canceled or extended as agreed to by the parties. (REST OF PAGE INTENTIONALLY LEFT BLANK) RFP # RFP for Bond Legal and Investment Banking Services Page 14

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17 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 (exp. 3/31/2010) 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 ; and to the Office of Management and Budget, Paperwork Reduction Project ( ), Washington, D.C 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 ) 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)

18 (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 ) 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 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)

19 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) Prohibition. (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)