procurement through competitive proposal …hartfordhousing.org/1878-18 wardlaw fee developer rfp...

HOUSING AUTHORITY OF THE CITY OF HARTFORD, 180 John D Wardlaw Way, HARTFORD CT 06106 REQUEST FOR PROPOSAL # 1878-18 FEE DEVELOPER

PROCUREMENT THROUGH COMPETITIVE PROPOSAL REQUEST FOR PROPOSAL (RFP) 1878-18

FEE DEVELOPER

Released: January 25, 2019

CONTENTS

Section 1: Introduction, Submission, Evaluation and Award Section 2: Scope of Services Section 3: Qualification Statement (signature required) Section 4: Price Proposal Form (signature required) Section 5: General Terms and Conditions ATTACHMENTS: Acknowledgement of Addenda (list all issued addenda, signature required) HUD Form 5369b: Instructions to Offerors (Pre-award Terms) HUD Form 5369c: Representations, Certifications and other Statement (signature required) Master Development Agreement (non-collusion affidavit signature required) HUD 5370-C General Conditions for Construction Contracts HUD Form 50071 (signature required) HUD Form SF-LLL (signature required) SCHEDULE OF EVENTS: Solicitation Issuance Friday - January 25, 2019 Pre-Proposal Conference Tuesday – February 5. 2019 @ 2:00 pm Proposal Due Date Thursday – February 21, 2019 @ 2:00 pm Evaluation Period (tentative) Week of February 25, 2019 Interviews (tentative) February 28, March 1, March 4, March 5, 2019 Award/Contract Effective On or around week of March 11, 2019


SECTION 1 INSTRUCTIONS TO RESPONDENTS

1.1. INTRODUCTION

The Housing Authority of the City of Hartford (the “Authority”) is seeking to contract through the competitive proposal process with a vendor or team of vendors (the “Contractor”) to provide full service fee development services as described in this RFP. Any obligations of Respondents in this RFP continue to be obligations of Contractor(s) when awarded. Fee Developer services will be utilized by the Authority in the development of a multi-phase housing and commercial development located on approximately 10 acres adjacent to and potentially including the HACH administrative offices at 180 John D Wardlaw Way in Hartford, Connecticut. HACH envisions the development as being primarily elderly affordable housing with associated medical, retail and other service facilities included. HACH currently envisions the first phase of this development including up to 75 units of affordable elderly housing. The subject property is currently encumbered by a HUD DOT. As a part of the redevelopment effort, the Contractor will assist HACH in selecting and executing a transaction structure which involves the release of that DOT and transfer of ownership through ground lease or disposition to an instrumentality of HACH. The Contractor will be solely responsible for the development of a Master Plan (the “Plan”) for the entire development including the procurement and oversight of architects, engineers and other professionals necessary to create and finalize the Plan. The Contractor shall also execute the phase designated as the first of the development by HACH. The Contractor will engage the surrounding community, current HACH residents, external stakeholders and HACH in the development of the Plan. The final proposed Plan is subject to HACH review and approval. Upon completion, HACH will “own” the Plan to execute in phases with the selected Contractor at the Authority’s sole and absolute discretion, by itself, through its instrumentalities or with another development partner.

Term Contract. The term of the contract resulting from this solicitation (the “Contract”) will be as described in Section

15.01 of the attached Master Development Agreement (“MDA”).

Non-Exclusive. The Contract is not an exclusive contract and there is no guarantee as to the amount of work to be

assigned for any particular period of time. The Authority reserves the right to go out to separate solicitation for major

projects or for assignments not covered by the Scope of Services described in this RFP.

Funding. The Contract is contingent upon continued funding availability from one or more sources including tax

credit equity and federal funds. In the event that funds are not available at any time during the Contract term, the

Authority reserves the right to cancel the Contract. In such event, each Contractor will be paid as provided in the

Contract for satisfactory services provided to date of cancellation.

The Contract is subject to a not to exceed expenditure limit reflected by the fee splitting arrangements described in

the attached MDA (the “Not to Exceed Amount”). Expenditures may not exceed the Not to Exceed Amount

without confirmation of funds availability and the prior approval of the Board of Commissioners.

1.2. PRE-PROPOSAL CONFERENCE

A pre-proposal conference will be held at 2 PM on Tuesday, February 5, 2019 in the 2nd Floor conference room of the

Housing Authority, 180 John D Wardlaw Way and Hartford, CT 16106 on.

The purpose of the conference is to answer questions concerning this RFP. An addendum will be issued promptly

following the pre-proposal conference which will summarize the topics addressed at the conference.

HOUSING AUTHORITY OF THE CITY OF HARTFORD, 180 John D Wardlaw Way, HARTFORD CT 06106 REQUEST FOR PROPOSAL # 1878-18 FEE DEVELOPER 1.3 QUESTIONS AND COMMUNICATION

All questions must be put in writing to the RFP Contact named below no later than 5 calendar days before the due

date for the submission of responses. The intent of this requirement is to assure that all Respondents are in receipt of

the same information and to allow the Authority sufficient time to post questions and answers in an Addendum to

this RFP. The Authority reserves the right to use its discretion in issuing Addenda for questions and answers; only

those questions and answers which might materially affect a vendor’s response will result in an Addendum. It is the

responsibility of each Respondent to check the Authority’s website: www.hartfordhousing.org for a copy of all

Addenda issued for this RFP.

NOTE: Any solicitation or lobbying directed to any Authority staff or the Board of Commissioners is

prohibited and is grounds for disqualification of Respondent’s proposal.

SOLE RFP CONTACT

Ben Bare General Counsel and Chief Procurement Officer

180 John D Wardlaw Way Hartford, CT 06106

email: [email protected]

www.hartfordhousing.org

FEDERAL GOVERNMENT SHUTDOWN NOTICE

THE HUD PROCUREMENT HANDBOOK REQUIRES HUD APPROVAL OF

DEVELOPMENT PARTNER SOLICITATIONS. DUE TO THE SHUTDOWN

HACH IS UNABLE TO SECURE HUD APPROVAL PRIOR TO RELEASE OF

THIS SOLICITATION. SHOULD THE GOVERNMENT RE-OPEN DURING

THE SOLICITATION PERIOD, HACH WILL SEEK HUD APPROVAL AND

RELEASE AN ADDENDUM INCLUDING ANY HUD REQUIRED CHANGES.

SHOULD THE SHUTDOWN LAST BEYOND THE DUE DATE FOR

RESPONSES, HACH WILL REQUIRE THE INCORPORATION OF ANY HUD

REQUIRED CHANGES INTO THE AWARD/APPROVAL PROCESS AND

ULTIMATELY INTO THE CONTRACT.

1.4. PROPOSAL DEADLINE AND DELIVERY

Respondents must deliver in a sealed package one (1) original, and two (2) copies of their response as well as an

electronic version on CD or small portable drive (i.e. a “thumb drive”) to the following location no later than 2:00

PM on Thursday, February 21, 2019.

Deliver to:

Housing Authority of the City of Hartford

Attention: Bid Department

180 John D Wardlaw Way

Hartford, CT 06106

http://www.hartfordhousing.org/

http://www.hartfordhousing.org/


To assure proper receipt and handling of responses, the outside of the package must be clearly marked with

Respondent’s Name and Address, and the words: RFP 1878-18 for Fee Developer

You must acknowledge any and all addenda issued and related to this solicitation with your submission by executing

the attached Acknowledgement of Addenda.

1.5. PROPOSAL FORMAT

The following documents must be completed and returned by all Respondents: Executive Summary. Submit a letter on your company letterhead, signed by an authorized agent for the company. The letter should summarize your proposal response and incorporate, by attachment:

Client References. Include three (3) references for which you have provided a similar scope of work. Include contact name, address, and phone number. Provide a description and value of the work performed.

Organizational Chart. Provide an organizational chart, highlighting credentials, and qualifications, and roles of key staff and subcontractors who will be involved in the work.

HOUSING AUTHORITY OF THE CITY OF HARTFORD, 180 John D Wardlaw Way, HARTFORD CT 06106 REQUEST FOR PROPOSAL # 1878-18 Fee Developer

Technical Proposal. Submit a detailed response to RFP Section 2, Scope of Services. Address the scope items

in the same sequence as they are presented in the RFP. Include a description of your organizational capability

to perform in a manner that demonstrates evidence of your knowledge and experience. Staff or subcontractor

substitution after award will not be permitted without prior written approval of the Authority. Demonstrate

proposed project approach and demonstrated ability to meet established deadlines for projects of similar size

and scope. Any and all exceptions to the substantive conditions contained in the proposed MDA

attached to this RFP MUST be noted in the Respondent’s Technical Proposal. No negotiation of

substantive MDA terms (including the submission of a competitive 9% LIHTC application by

October 31, 2019) is allowable following submission of responses to this RFP.

Fee Proposal. Submit a complete Fee Proposal indicating any and all costs associated with the services

proposed. Cost plus a percentage of cost is prohibited. No parts, subcontractor or other markups of any

kind are allowed. Respondents are required to submit hourly billing rates for key staff as well as identify any

and all items that are billable expenses. Any and all costs not specifically provided for in the proposal

response will be borne by each Contractor. Travel costs and other incidental expenses are not allowed under

this Contract.

Qualifications Statement. Complete the Qualifications Statement and provide all information requested therein. Resumes shall include each person’s professional licenses and certifications. Provide attachments wherever more space is needed to respond to the question.

HUD Forms. Complete and attach the HUD forms indicating a need for execution. Acknowledgement of Addenda. Complete and attach.

1.6. RIGHT TO VERIFY INFORMATION

The Authority reserves the right to verify any and all information provided in the Proposal. If there is

evidence of misleading or false information, the Authority may, in its discretion, reject the Respondent’s

submittal.

1.7. EVALUATION OF PROPOSALS

The Authority will assign an agent to review each proposal to determine if the proposal substantially complies

with the requirements and procedures contained in this RFP. Respondents that are not in substantial

compliance will not be considered further. Firms shall submit qualifications in accordance with the following

outline to receive the maximum points (100) under this solicitation. Items which are not addressed within the

qualifications will be given a score of zero (0).

A selection committee will be convened to review responsive proposals.

1.8. EVALUATION CRITERIA

Evidence of the Respondent’s ability to perform the work as indicated by profiles of the principles and staff

and team members and explanation of their professional, technical competence and relevant experience with


projects of similar size and scope. Please identify which team members will be assigned to this project. 25

points

Firm’s proposed project approach and demonstrated ability to meet established deadlines. The project

approach should detail the firm’s ability to submit a competitive 9% LIHTC application by October 31, 2019

for the project, assuming execution of a contract with the Authority in March 2019. 20 points

Demonstration of the Respondent’s financial capacity and ability to provide guarantees and adequate

assurances for completion of the scope of work. 15 points

Competitiveness of proposed fee structure. 20 points

Provide evidence of demonstrated knowledge and familiarity of applicable governmental regulations and

codes as required by the U.S. Department of Housing and Urban Development, State of Connecticut, City of

Hartford and any other agencies having authority or jurisdiction. 10 points

Respondents are required to note any exceptions they request to the MDA as a part of their response.

Respondents who raise no substantive exceptions to the MDA will receive the full points for this criterion.

Each substantive exception request made in a proposal will result in the loss of 1 point. 10 points

1.9. INTERVIEWS

A selection panel may interview the highest scoring Respondents (typically the highest 3 unless it is in the

Authority’s best interest to interview more). Initial scores may be adjusted based upon the outcome of

interviews. The Authority reserves the right to make award based solely upon written proposals, therefore,

Respondents are urged to provide a complete response with their best and final offer.

1.10. AWARD

Award will be made to the Respondent whose proposal is/are deemed most advantageous to the Authority.

Further, the Authority reserves the right to administer the Contract in whatever way is most advantageous

taking into consideration cost effectiveness, efficiency, and practicality. The Authority further reserves the

right to make a “no award” on all or any part of this Request for Proposal and to negotiate the extent of

services provided (upward or downward).

1.11. SOCIO ECONOMIC CONSIDERATION: The Authority encourages responses from individuals

and companies located in or owned by persons residing in a public housing development (commonly referred

as Section 3).

1.12. CONDITIONS OF CONTRACT

This Request for Proposal, including all attachments, together with the Contractor’s proposal response will

form the entire agreement between the Contractor and the Authority.


In the event additional services are required that have not been awarded, but are within the scope of the

services described in this RFP, the Authority will have the sole and exclusive right to allocate the service to a

firm under contract or seek the services on the open market, whichever is deemed to be in its best interest.

The person signing the proposal on behalf of the Respondent shall be authorized to commit the Respondent

in contractual matters and to conduct negotiations or on behalf of the Respondent.

SECTION 2 SCOPE OF SERVICES

The HACH's goal is to hire a qualified developer that will bring the knowledge and experience of their organization and consulting team to enter into a “full service” agreement where the selected firm will handle everything from start to finish for the creation of the Plan and the development of the first phase of the Plan at a minimum.

HACH wishes to proceed as expeditiously as possible. The Respondent shall certify its ability to start work immediately, and should propose a staffing plan that describes the existing time commitments of the staff proposed to be assigned to the project and whether any of the staff will be locally based.

“Full services” to be provided include, but are not limited to:

1. Develop of the Plan to include all infrastructure necessary to support redevelopment 2. Procure architects, engineers and other professionals necessary to develop the Plan utilizing a

competitive process acceptable to HACH 3. Secure necessary approvals for the Plan (including but not limited to local planning and zoning

approval) 4. Engage HACH residents, community and state stakeholders and HACH in the development of the

Plan 5. Obtain required approvals and letters of support from units of local government 6. Conduct all necessary geotechnical, environmental and other testing 7. Obtain required construction, demolition, and other permits 8. Conduct any required market studies, surveys, or environmental assessments 9. Obtain financing, through the use of Low-Income Housing Tax Credits ("LIHTC"), HOME Funds,

Community Development Block Grant Funds, State housing program funds, and other public or private funding sources, to develop the first phase. The Authority anticipates a financing plan that does not rely on gap financing from the Authority.

10. Provide development and operating budgets 11. Providing opportunities for training and employment of Section 3 individuals wherever possible 12. Develop a construction strategy and a development implementation schedule for the entire Plan

generally and the first phase specifically. The Respondent’s implementation schedule should provide detailed milestones and timing of critical path items, in particular the requisite predevelopment milestones necessary for the submission of a robust and competitive 9% LIHTC application to CHFA in the October 2019 application round. Respondents should lay out a predevelopment timeline assuming execution of a contract with the Authority in March 2019. The implementation schedule should also detail and include the timing of milestones associated with procurement of due diligence reports and subcontractors as necessary, the entitlement process, any administrative and legislative approvals including HUD approvals, development of plans and specs and full construction documents, securing of the financing stack including any soft sources as necessary, as well as the permitting process, closing and transfer of ownership to an affiliate or instrumentality of HACH, construction, and stabilization/lease-up.


13. Provide regular reports to HACH on the progress, material selections, and means of construction to include all development efforts, and work already completed that reflect associated costs, schedule, and budgetary requirements

14. Work with HACH to create an ownership structure for the development which will include an

affiliate of HACH as a general partner or managing member - the Contractor affiliate will exit the GP

in favor of HACH or an affiliate as described more fully in the MDA

15. Guarantee to HACH the lien free completion of construction of the first phase in compliance with the Development Schedule and the Development Budget - Contractor shall be solely responsible to any LIHTC investor or other funding partner for all construction cost overruns, timely completion of construction or the recapture of any LIHTCs or other financing proceeds for the first phase

16. Provide all guarantees required by any LIHTC investor or other financing partner 17. Contractor shall be responsible for any adjustment to the equity provided by any LIHTC investor or

other financing partner arising out of an adjustment in basis, or timing or delivery of units for the first phase

18. Oversee the design, construction, and quality control of the first phase 19. Procure the construction contractor and all subcontractors for the first phase utilizing a competitive

process acceptable to HACH 20. Work with HACH, its affiliates and their staff, as applicable, to undertake all marketing, management

and maintenance plans as well as lease up efforts 21. Provide all start-up costs

If tax credits are used, HACH or an affiliate is to have ownership of tax credit properties (and related debts and costs) at the end of the tax credit compliance time period. HACH or an affiliate will manage and maintain the units as described in the MDA. Should HACH opt to make the Contractor responsible for operations for a specified compliance period, Contractor shall provide opportunity for HACH to be involved in operations to the extent necessary to build capacity sufficient to take over operations at the end of such period.

SECTION 3 QUALIFICATION STATEMENT

1. Company/Individual Name and complete Mailing Address: 2. Structure: ____Sole Proprietor ____Partnership ____Corporation ____Other ( ) 3. Email Address and Phone Number ____________________________________________________ 4. How many years have you been in business? _____________________________________________ 5. Organizational Structure and Staffing - Provide a detailed description of the organizational structure and staffing of the Respondent. List the members of the Respondent's team; indicate their areas of specialization and specific contribution to the team. Provide a brief description of previous collaboration among the members of the Respondent's team. Additionally, for each discipline represented on the Respondent's team, indicate if familiarity with state or local rules, practices or conditions is important to the effective accomplishment of the development and, if so, indicate the extent of and basis for the team's familiarity.


Firms that will be using subcontractors to meet qualifications must be specific as to whom has the experience on behalf of the team. 6. Profile of Principals and Key Staff - Provide profiles of the principals and key staff to be involved. This information should specify their roles, their existing time commitments, their previous development experience, and whether the staff will be locally based. Identify the individual who will serve as the project manager and who will direct and coordinate the project to completion. 7. Termination - Indicate whether the Respondent or any Respondent team member has been terminated from a contract, and if so, describe the circumstances and outcome. 8. Litigation - Indicate whether the Respondent or any Respondent team member has ever sued or been sued by a public agency, and if so, describe the circumstances and outcome. 9. Eligibility to Bid and Contract - Any Respondent who has been suspended or disbarred from bidding on projects by any federal, state, or local government agency, must fully disclose to HACH the details of such suspension or disbarment. An affirmative statement indicating no prior suspension or disbarment is required where no suspension or disbarment has occurred. 10. Previous Housing Development Experience - Provide information on residential rental development projects in which the Respondent has participated. Focus on the five most recently completed developments, if applicable, Connecticut affordable partnerships with public housing authorities for which the Respondent was procured should be emphasized. Information should list the project name, location, project size, project completion date or current status, funding sources, ownership type, public programs utilized, income levels served (very low, moderate, market rate, or mixed), type of development (high, mid or low-rise, walk-ups, townhouses, etc.), extent of community and/or resident participation, and total development cost. Include the name of a contact at each housing authority that you have prior experience with and their phone number and e-mail address. 11. Financing Experience - Describe new and innovative financing techniques for raising capital that the Respondent has employed. Describe Respondent's approach to managing the financial risk associated with affordable housing development. In the event tariffs; lower than anticipated equity prices; construction or permanent loan interest rate rises stand to impact design, finishes, amenities, or reasonably anticipated fifteen year operating projections, please indicate those concerns and the ability to cure, preserve quality, and successfully close. Demonstrate that the Respondent possesses an understanding of state and local requirements and procedures that will enable necessary equity to be raised and the effort to be efficiently completed. Describe the financing strategy of the Respondent and the proposed methods that will be utilized to identify and obtain the maximum financial funding needed to complete the development effort while minimizing the amount of HACH funds required to successfully complete the project. Describe what funds the Respondent will commit and what other private and public funds will likely be necessary. 12. Capacity - Respondent shall certify that the Respondent and all team members are available to start immediately. The Respondent should describe any existing time commitments of the proposed team members or their proposed staff which would impair the Respondent ability to proceed expeditiously. 13. Financial Statement Provide current financial statements of the Respondent prepared by a Certified Public Accountant. 14. References Provide the name, mailing address, and telephone number of two community partner references, two housing authority references (if the Respondent has housing authority experience), two tax credit investor references, and one Housing Finance Agency reference. References must verify Respondent's representations. The BCHA reserves the right to check other references as well.


DATE: _______________ BY: ______________________________________________________________________________ Signature of person signing proposal Print Name ________________________________________________________________________


SECTION 4

PRICE PROPOSAL FORM

Price proposals must be submitted as a percentage of cash developer fees for the first phase only. Contractor may not propose any percentage of deferred developer fees, surplus cash or earned revenue other than that described in the MDA. No time or expenses for travel to and from the Authority or to other locations at the request of the Authority may be included within any fee structure. Pre-Development Expenses (as such term is defined in the MDA) will be shared by the Contractor and HACH and reimbursed at Closing (as such term is defined in the MDA) as described in the MDA.

Contractor Cash Developer Fee Percentage _______%

Respondents are cautioned that cost plus a percentage of cost is not allowed, therefore, mark-ups for project expenses will not be an acceptable submission. The Undersigned agrees to hold its offer open for 90 days from the date of RFP opening. Signed by: _________________________________ Print Name ________________________________ Name of Company or Title _____________________________________________________________ Address _____________________________________________________________________________ Telephone ______________________________________


SECTION 5 GENERAL TERMS AND CONDITIONS

1. CONTRACT AGREEMENT: This Request for Proposal, the Contractor’s response to it and the

Contract will constitute the entire agreement between the Contractor and the Authority unless

mutually amended in writing. The MDA attached hereto will be used as the main contractual

document between the Contractor and the Authority. Any and all exceptions to the MDA must be

noted by each Respondent as part of his/her proposal response.

2. SIGNED PROPOSAL CONSIDERED AN OFFER: Receipt of a signed proposal is considered a

binding offer by the Respondent which shall remain firm for a period of 90 days from the due date

for proposal delivery. In the event of withdrawal after proposal delivery, the Authority may take

such action as it deems appropriate including legal action for damages or specific performance.

3. CHANGES: the Authority shall have the right, at any time, to increase or decrease the scope of work

contained in this RFP to meet increased or decreased needs.

4. AVAILABILITY OF FUNDS: Any and all payments to the Contractor shall be deemed binding

only to the extent of appropriated funds for the purpose set forth in this proposal.

5. NON-DISCRIMINATION: The Contractor shall not discriminate against any individuals and will

take proactive measures to assure compliance with all Federal and State and Authority requirements

concerning fair employment, employment of people with disabilities, and concerning the treatment

of all employees without regard to discrimination based upon age, race, color, religion, sex, national

origin or disability.

6. GOVERNING LAWS: The contract is made under and shall be governed and construed in

accordance with the laws of the State of Connecticut.

7. ADVERTISING: In submitting a proposal to the Authority, the Respondent agrees not to use the

results of their proposal as a part of any commercial advertising without prior approval of the

Authority.

8. CONFIDENTIALITY OF PROPOSALS: In submitting a proposal the Respondent agrees not to

discuss or otherwise reveal the contents of the proposal to any source outside of the Authority until

after the award of the Contract. Respondents not in compliance with the provision may, at the

option of the Authority, be disqualified from contract award. Only discussions authorized by the

issuing agency are exempt from this provision.

9. ELABORATE PROPOSALS: Elaborate proposals in the form of brochures or other presentations

beyond that necessary to present a complete and effective proposal are not desired.

10. COST FOR PROPOSAL PREPARATION: Any costs incurred by Respondents in preparing or

submitting proposals are the Respondents’ sole responsibility. The Authority will not reimburse any

Respondent for any costs incurred prior to award of the Contract.


11. RIGHT TO SUBMITTED MATERIAL: All responses, inquiries, or correspondence relating to or

in reference to this Request for Proposals, and all other reports, charts, displays, schedules, exhibits,

and other documentation submitted by the Respondents shall become the property of the Authority

when received.

12. NO COLLUSION: The Respondent’s signature on the price proposal is a guarantee that the prices

quoted have been arrived at without collusion with other eligible Respondents and without effort to

preclude the Authority from obtaining the lowest possible competitive price.

13. GENERAL INDEMNITY: The Respondent shall save and hold harmless, pay on behalf of,

protect, defend, and indemnify the Authority for the entire responsibility and liability for losses,

expenses, demands, actions and claims in connection with or arising out of any injury, or alleged

injury (including death) to any person, or damage, or alleged damage, to property of the Authority or

others sustained or alleged to have been sustained in connection with or to have arisen out of or

resulting from the performance or the intended performance of any work/service, outlined or

resulting from this RFP, by the Respondent or their employees, including losses, expenses or

damages sustained by the Authority officials from any and all such losses, expenses, damages,

demands and claims. The Respondent further agrees to defend any suit or action brought against the

Authority, (as outlined above) based on any such alleged injury or damage and to pay all damages,

cost and expenses in connection therewith or resulting there from. The obligations of the

Respondent pursuant to this paragraph shall not be limited in any way by any limitation in the

amount or type of proceeds, damages, compensation, or benefits payable under any policy of

insurance or self-insurance maintained by or for the use and benefit of the Respondent.

14. CONFLICT OF INTEREST: All Respondents must disclose in writing with their proposal the

name of any owner, officer, director, or agent who is also an employee of the Authority. All

Respondents must also disclose in writing with their proposal the name of any employee of the

Authority who owns, directly or indirectly, an interest of five percent (5%) or more in the

Respondent’s firm or any of its branches or subsidiaries. By submitting a proposal, the Respondent

certifies that there is no relationship between the Respondent and any person or entity which is or

gives the appearance of a conflict of interest related to this RFP.

15. ERRORS AND OMISSIONS: The Respondent shall not take advantage of any errors or omissions

in this RFP. The Respondent shall promptly notify the Authority of any omissions or errors found

in this document.

16. INDEPENDENT INVESTIGATIONS: The Authority reserves the right to make independent

investigations as to the qualifications of the Respondent. Such investigations may include contacting

existing customers. The Authority reserves the unqualified right to accept or reject any and all

proposals, and to waive any irregularities or deficiencies as may be permitted by law when it is

deemed that such action will be in the best interest of the Authority.


17. REFERENCE TO OTHER DATA: Only information which is received in response to this

Request for Proposals will be evaluated. Reference to information previously submitted shall not be

evaluated.

18. NOTIFICATION OF AWARD: After all prerequisites and specifications have been met by the

Respondent and the award has been made, the successful Respondent will be notified within ten (10)

working days of this award. The Authority will notify the successful Respondent in writing, either by

a Letter of Award or a Purchase Order or both. VERBAL NOTIFICAITON OF THE AWARD

OF THE CONTRACT IS NOT CONSIDERED A RELIABLE MODE OF NOTIFICATION

AND, THEREFORE, WILL NOT BE RECOGNIZED AS AN OFFICIAL NOTIFICATION.

19. DRUG POLICY: The Respondent certifies that it maintains a drug-free work place environment to

ensure worker safety and workplace integrity. The Respondent further agrees their employees shall

comply with the City of Hartford’s Drug-Free Workplace Policy.

20. NO SMOKING: The Authority is 100% smoke free. Smoking is absolutely forbidden on all

Authority grounds and in all Authority facilities during the entire term of this Contract. This policy

includes smoking in vehicles parked on Authority grounds.

21. AUTHORIZIED PERSONNEL: While engaged in the performance of the services described

herein, only authorized employees of the Contractor are allowed at the Authority locations where the

work is being performed. During the performance of these services, the Contractor employees are

not to be accompanied in the work area by acquaintances, family members, associates or any other

person(s) who are not a current, authorized employee(s) of the Contractor.

22. EMPLOYEE GUIDELINES: The Contractor shall use only qualified personnel to provide the

required services. The Contractor shall be responsible for insuring that employees abide by all rules

and regulations set forth for the buildings and grounds.

23. INSURANCE COVERAGE: During the term of the Contract, the Contractor and the Contractor’s

subcontractors at their sole cost and expense shall provide commercial insurance of such type and

with such terms and limits as described in the MDA.

24. CONTINUANCE OF WORK: In the event Contract term expires and Contractor has not

completed assignments that are underway, the Authority may, at its discretion, allow Contractor to

complete those assignments if the following conditions are met:

a. Contractor requests to complete the assignments that are underway.

b. The prices in Contract remain in effect until all work is completed.

c. All other contractual obligations and conditions remain the same, including insurance

requirements.

This provision does not apply to any continuance of work which would extend the Contract term

(inclusive of any extensions by the Authority) beyond five years from the date of Contract award.


HOUSING AUTHORITY OF THE CITY OF HARTFORD

ACKNOWLEDGEMENT OF ADDENDA FORM Proposer has received the following Addenda, the receipt of which is hereby acknowledged: Addendum Number __________ Date Received: __________________ Addendum Number __________ Date Received: __________________ Addendum Number __________ Date Received: __________________ Addendum Number __________ Date Received: __________________ Addendum Number __________ Date Received: __________________

(Company Name)

(Signature)

1

MASTER DEVELOPMENT AGREEMENT

By and Among

THE HOUSING AUTHORITY OF THE CITY OF HARTFORD

And

[DEVELOPER]

For

THE CREATION OF A MASTER DEVELOPMENT PLAN AND DEVELOPMENT OF PHASE 1 AT 180 JOHN D

WARDLAW WAY

This Master Development Agreement (this "Agreement") is entered into as of ]___________

___], 2019, (the "Effective Date") by and among the HOUSING AUTHORITY OF THE CITY OF HARTFORD, a

public body corporate and politic organized under the laws of the State of Connecticut, (the "Authority"

or "HACH" interchangeably), and [DEVELOPER], a [__________] limited liability company ("Developer",

and with the Authority, collectively, the "Parties").

PREAMBLE

A. The Authority is the owner of a parcel of land commonly known as 180 John D Wardlaw Way

in the City of Hartford, Connecticut, and the Authority desires to revitalize this site through a phased

process utilizing a combination of approaches including but not limited to 9% and 4% tax credits

(“LIHTCs”), bonds, Project Based Vouchers ("PBV’s") and other financing means to create approximately

400 units of affordable elderly housing, retail, health and other associated support services (each phase

singularly, a “Project” and collectively, the "Project").

B. Authority issued a Request for Qualifications on January 25, 2019, for a development partner

to assist in the development of a master development plan and to execute the first phase of that plan.

Developer submitted its qualification submission document (the "Qualification Submission Document")

and in reliance upon the information contained therein, the Authority selected Developer to serve as

development partner.

C. Authority and Developer intend to develop the facilities in an economical and high-quality

manner. The final unit count and mix of units will be mutually agreed to by the Parties. The financial

feasibility is contingent on a number of factors including the cooperation of local governmental entities

and success in obtaining an allocation of LIHTCs and Developer’s ability to secure various other forms of

financing including, without limitation, bond financing and tax credit equity investment.

D. The purposes of this Agreement are to set forth the respective roles and responsibilities of

the parties with respect to all predevelopment and development activities for the Project.

2

AGREEMENT

In consideration of the promises and mutual covenants set forth herein, and with the foregoing

recitals incorporated herein, the parties agree as follows:

ARTICLE I – ENGAGEMENT OF DEVELOPER.

The Authority hereby engages the Developer to perform the obligations and provide those

services specified in this Agreement. Developer hereby accepts such engagement, all upon the terms

and conditions set forth herein.

The Authority RFP identified as 1878-18 as well as Developer’s response to the RFP are both

incorporated into this Agreement. In the case of any conflict between the documents, the most

restrictive or specific terms shall prevail.

ARTICLE II – DEVELOPMENT SERVICES; OBLIGATIONS.

2.01. Developer’s Development Plan. Not later than [___________] the Developer shall develop

and submit to the Authority for its review and approval, a master development plan (the "Development

Plan") which shall include a conceptual design for all phases of the Project as well as details related to

the first phase of development (“Phase I”). The Development Plan shall specify, at a minimum, with

respect to the Project: (i) a site plan for all phases of the Project; (ii) cost estimates for the construction

of each element for Phase I; (iii) schematic plans for all structures to be constructed in Phase I,

specifying the number; size and bedroom and bathroom count of the residential units; (iv) proposed

financing for Phase I; (v) a sources and uses matrix for Phase I; and (vi) a predevelopment budget of the

costs needed to be incurred in order to reach Closing and the intended sources thereof for Phase I,

including contributions from the parties in accordance with Section 2.08. The predevelopment budget

for Phase I, subject to approval by the Authority, at such time as approved by the Authority, becomes

the predevelopment budget for Phase I of this Agreement.

The Development Plan shall include the construction of any community areas and outdoor

recreational facilities for Phase I. Submissions for Phase I shall include a Development Budget (as

defined in Section 4.02) and a Development Schedule (as defined in Section 4.01). The Authority hereby

agrees to review the Development Plan and notify the Developer, within ten (10) business days after

receipt of written notice from the Developer, of any questions, comments or proposed revisions which it

has with respect thereto. In the event that the Authority fails to respond within the 10-day period, the

Developer and the Authority agree to meet within two (2) business days in order to discuss the

Development Plan. The Authority will not be deemed to have approved the Development Plan until it

has done so in writing. The Authority shall provide written approval to the Developer promptly upon

request by the Developer at any time after such approval of the Development Plan is granted by the

Authority. The Authority's approval of the Development Plan will confirm the Authority's approval of the

proposed actions by the Developer described in the Development Plan, and will permit the Developer,

lenders, investors and other third parties to proceed to finalize plans in reliance upon such approval. As

the lenders, investors and other third parties providing funds commit to the Project, the Developer shall

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amend the Development Plan as necessary to take into account the requirements of such third parties

and submit the same to the Authority for approval, which approval shall not be unreasonably withheld

or delayed.

2.02. Developer’s Obligations to Develop. The Developer shall prepare, complete, and timely

submit an application for 9% competitive LIHTCs for Phase I, no later than the October 31, 2019 deadline

and an application for 4% non-competitive LIHTCs for Phase I, no later than the date identified in Exhibit

L. The Developer shall cause the financial closing for Phase I (the "Closing") to occur in accordance with

the Development Plan on or prior to the date shown in the Development Schedule, subject to

reasonable extensions of time, it being understood that the Development Plan will contain the

Developer’s best estimate of time schedules and sources of financing and provided that the Closing and

construction shall be completed in order to comply with any placed-in-service deadlines imposed in

Section 42 of the Internal Revenue Code of 1986, as amended (the "Code"), if applicable. The Developer

shall pursue sources of funding such as bonds, and other sources of private and public funding to

comport with the Development Schedule and Development Budget.

All dates forecast in the Development Schedule will be keyed or adjusted to the actual date of a

funding award; provided that the adjusted dates in the Development Schedule may not differ from the

dates imposed by the various sources of funding. It is understood by the Parties that the elements of the

Development Plan are anticipated to be revised and refined as required in connection with the

development of site plans, input from local and community groups, the requirements of zoning,

financing constraints, the addition of any site property other than that presently owned and controlled

by the Authority and Developer, cost considerations and other matters.

Upon completion of the construction of Phase I the Authority shall have the sole option to

award subsequent phases, on a phase by phase basis, to the Developer or to solicit for other

development partners to carry out each subsequent phase. Any future phase awarded to the Developer

under this Agreement will be under the same terms and conditions as Phase I (i.e. a phase specific

Development Plan, Development Schedule, Development Budget, performance of phase specific

services as described in this Agreement, etc.) with the exception of changes to dates and budget items.

2.03. Development Services. Except for the services to be provided by the Authority pursuant to

Section 3.01, the Developer shall provide, or arrange for the provision of, all such services as are

necessary for the master planning of the Project and the construction of Phase I, including without

limitation the following services (collectively the "Development Services"):

(a) Developer Services. The services listed on Exhibit A (the "Developer Services").

(b) Financing Services. All financing activities and services listed on Exhibit B (the "Financing

Services").

(c) Design/Planning Services. All design/development services listed on Exhibit C (the "Design

Services").

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(d) Site Preparation Services. All site preparation services listed on Exhibit D (the "Site

Preparation Services").

(e) Construction Services. All construction services listed on Exhibit E (the "Construction

Services").

(f) Management Services. Upon request of Authority as described in this Agreement, all

management services listed on Exhibit F (the “Management Services”).

(f) Section 3, MBE and WBE Services. The Developer shall require all Subcontractors, including its

subsidiaries, that the Developer contracts with directly, including architect and engineer

(collectively the "), to make efforts to comply (directly and through their own subcontracts) with

Section 3 (as defined in Section 2.04 below) and the minority business enterprise ("MBE") and

women-owned business enterprise ("WBE") requirements set forth in Section 7.01 of this

Agreement. All such requirements shall be set forth in a rider (the "Rider") which will be

attached to all subcontracts. The Rider shall be agreed upon by both the Developer and the

Authority and will contain all requirements necessitated by various funding rules.

2.04. Progress Reports and Information.

(a) Quarterly Reports. Not later than the 15th day of each March, June, September and

December following the date of execution of this Agreement and continuing until the completion of

construction of the Project, the Developer shall provide the Authority with written progress reports in a

form reasonably acceptable to the Authority on the status of the Development Plan, including all

Development Services performed by Subcontractors. Such reports shall include: (a) documentation

showing all efforts taken to comply with Section 3 of the Housing and Urban Development Act of 1968,

as amended, 12 U.S.C. § 1701u ("Section 3"), and MBE and WBE participation, (b) variances between

actual Development Services completion dates and the Development Schedule, (c) a summary report of

its Project coordination and monitoring activities, (d) a summary of any meetings, (e) information on

contracts, including changes under consideration or proposed contract changes, (f) actions taken when

the requirements of any contract are not being satisfied, (g) variances between actual expenditures and

the applicable Development Budget which exceed $50,000 for any one item or $150,000 in the

aggregate in any quarter, and (h) all proposed changes or modifications to the Development Budget and

Development Schedule. At the Authority's request, the Developer shall furnish the Authority with copies

of any work product prepared by the Developer and its Subcontractors in connection with the Project,

the reproduction costs thereof (if material) to be a project expense.

(b) Additional Materials. The Developer shall furnish to the Authority the following:

(i) Within ten (10) business days after receipt, copies of all plans, drawings, reports and

manuals prepared or obtained by the Developer or its agents and Subcontractors in

connection with the planning, design, and construction of the Project;

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(ii) Within ten (10) business days after receipt, copies of any material correspondence,

notices or orders of any government agency concerning the Project;

(iii) Within ten (10) business days after receipt, copies of any complaint, or any action or

arbitration or investigatory proceeding to which the Developer is a party or of which the

Developer has knowledge and that has a material likelihood of materially affecting the

Project or the performance by any Developer.

2.05. Security for Overruns. At Closing, the Developer shall provide a construction completion

guarantee to the Authority, in connection with any loan of Authority funds and the lien free completion

of construction of the Project in compliance with the Development Schedule and Development Budget.

Except as set forth in Section 6.03 the Developer, and not the Authority or any Authority Affiliate, shall

be responsible to the LIHTC investor for all construction cost overruns, timely completion of

construction and the recapture of any tax credits, to the extent that the same are not funded through

contingent reserves or budget item reallocation within the Development Budget including, if required,

reallocation of funds budgeted to pay Development Fees.

The Developer shall provide all commercially reasonable guarantees required by any lender

and/or the LIHTC investor, including as may be required by such lender a construction completion

guarantee, stabilization guarantee, and an operating deficit guarantee that will terminate no sooner

than three (3) years following Project Stabilization (as defined herein) (the "Operating Deficit

Guarantee"). The Developer will also provide non-recourse carve-out guarantees to the Permanent

Lender that will be released at the expiration of the Operating Deficit Guarantee. The foregoing

guarantees are referred to herein collectively as the "Developer Guarantees.” To the extent that the

LIHTC Investor or any lender requires a guarantee with respect to environmental conditions

("Environmental Guarantee"), the parties shall reasonably agree on the structure of any Environmental

Guarantee taking into consideration the property interests of the Parties in the Project.

2.06. Additional Services. The Authority may request the Developer to undertake certain

additional services which are not included as Development Services (the "Additional Services"),

occurring outside of the Phase I specific Development Budget. The Developer shall receive payment for

such services at its cost, subject to the specifics of the infrastructure work, supervision, and design

and/or construction management activities, as compensation (the "Additional Service Fee"). The

Additional Service Fee shall be negotiate and paid to the Developer at the times and in the manner set

forth in a separate agreement(s) defining the scope of work for such Additional Services. Without

limitation, the parties may designate as an Additional Service any Development Service that is

necessary, but cannot feasibly be included in a development budget due to scheduling, program rules,

cost limitations, etc. By way of example, if the parties determinate that relocation, demolition and/or

remediation should occur prior to Closing and/or cannot be included in the Development Budget

consistent with program limitations or scoring criteria, they may agree that Developer shall perform the

same as Additional Services. The Developer shall provide such Additional Services as an independent

contractor and not as an agent of the Authority, unless the agreement providing for such Additional

Services shall otherwise specifically provide. The Developer shall remain primarily and directly

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responsible and liable to the Authority for the timely and satisfactory performance of all such Additional

Services.

2.07. Usages Not Intended for Legal Effect. Notwithstanding the use herein of the term

"Developer" and the broad definition in Section 2.03 of "Development Services", the parties

acknowledge that Developer or an affiliate will serve both as partner or member of any Owner Entity,

and as developer pursuant to a development services agreement with the Owner Entity, that it will have

distinct responsibilities in those two roles that are not clearly distinguished in this Agreement, and that

the failure to distinguish such responsibilities would have adverse tax consequences. Those respective

responsibilities shall be established by development services agreements or similar agreements entered

into between such development and ownership entities and the use herein of a common term shall be

disregarded entirely in any interpretation of such other agreements.

2.08. Costs of Development Plan. The Developer will bear 75% of the necessary and reasonable

third party costs of developing the Development Plan, all such costs to be deemed project costs,

included in the Development Budget. The approved budget in connection with developing an initial

Development Plan including all third-party costs of the Authority up to $50,000 is attached hereto as

Exhibit J. Costs identified in such Exhibit J need not exceed those costs necessary to prepare the

Development Plan, it being understood and agreed that the Development Plan itself will contain a

revised predevelopment cost budget needed to reach Closing. Whenever Developer identifies the need

to amend the Development Plan, Developer will propose for Authority’s approval a third party

predevelopment cost budget for such amendment or subsequent plan, and Developer will have no

obligation to commence work or expend its own funds ("Initial Predevelopment Cost Agreement") until

approved by the Authority. As with other predevelopment costs, Developer will advance costs as

required.

ARTICLE III – AUTHORITY RESPONSIBILITIES.

The Authority shall have the responsibilities set forth in Exhibit G, the costs for which may be

included as a Project expense included in the mutually agreed upon Development Budget. In addition, in

the event the Authority assumes the Developer’s General Partner interest, the Authority through an

affiliate shall first assume all Developer’s commercially reasonable guarantees pertaining to the project’s

long-term compliance that remain outstanding (the "Long-term Compliance Guarantee"), and any non-

recourse carve-out guarantee (the "Carve-out Guarantee"), as required after the expiration of the

Developer Guarantees.

ARTICLE IV – GENERAL DEVELOPMENT ACTIVITIES.

4.01. Development Schedules. The Developer shall prepare and submit to the Authority for

review and approval a schedule, including a critical path schedule, of time and order for the

performance of the Project (the "Development Schedule"), based upon reasonable times for review,

approval and return of documents to ensure the prompt and continuing prosecution of the Project. The

Developer shall prepare and submit the Development Schedule on or prior to [_____________]. The

Development Schedule shall be prepared on a month-by-month basis. The Developer shall periodically

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revise and update the Development Schedule to reflect evolving events and circumstances, including

actual dates of commencement and completion, and hard deadlines for the submission of applications

for the 9% competitive housing tax credit program. The Developer shall supplement the Development

Schedule with detailed schedules for submissions and responses of necessary deliverables associated

with tasks covered by the Development Schedule, taking into account appropriate scheduling for

submission, review and approval by the Authority. An updated Development Schedule will be provided

to the Authority quarterly and additionally when deemed necessary by the Developer or when

reasonably requested by the Authority. Proposed revisions to the Development Schedule will be

submitted by the Developer to the Authority with identification and explanation of changes. The

Authority will promptly review all such proposed revisions which, upon approval by the Authority, shall

be deemed to constitute the Development Schedule. Notwithstanding the requirements of this section,

the Development Schedule must reflect the submission of an application for the 9% non-competitive

housing tax credit program on or before October 31, 2019.

4.02. Development Budgets.

(a) The Developer shall prepare and submit to the Authority for approval a development budget

(the "Development Budget"). The Developer shall prepare and submit the Development Budget, as soon

as is reasonably practical after receiving written approval from the Authority to proceed, and in any

event, on or before [__________]. The Authority shall not unreasonably withhold approval of the

Development Budget and shall work with the Developer to mutually agree upon any costs in dispute.

The Development Budget shall encompass all sources and uses of funds to be paid as Development-

related expenses, including third party predevelopment costs incurred by the Authority up to a

maximum of $50,000. An updated Development Budget will be provided to the Authority quarterly and

additionally when deemed necessary by the Developer or when reasonably requested by the Authority.

Proposed revisions to each Development Budget that results in excess of $50,000 for any one change or

$150,000 in the aggregate in any quarter will be submitted by the Developer to the Authority, as

needed, in the form of a proposed revised Development Budget with identification and explanation of

changes, which upon approval by the Authority shall be deemed to constitute the Development Budget.

The Authority may approve or disapprove such changes in its sole but reasonable discretion, provided

that the Authority shall not unreasonably withhold or delay approval of any proposed change in the

Development Budget. The Development Budget may not be exceeded without the written consent of

the Authority. The Authority will provide the Developer with a detailed budget for its third party costs

and expenses, which the Developer will include in the Development Budget. Such costs and expenses

will be treated as costs of the Project.

(b) The Authority hereby agrees to review the Development Budget and notify the Developer,

within ten (10) business days after receipt of written notice of any questions, comments or proposed

revisions which it has with respect thereto. In the event that the Authority fails to respond within the

10-day period, the Developer and the Authority agree to meet within two (2) business days in order to

discuss the Development Budget. The Authority will not be deemed to have approved any Development

Budget until it has done so it writing. The Authority shall provide written approval to the Developer

promptly upon request by the Developer at any time after such approval is granted by the Authority.

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4.03. Development Disputes. Notwithstanding anything herein to the contrary, all parties to this

Agreement agree that all disputes of any nature whatsoever arising under, though, from, or in

connection with the development of the Project, shall be brought before and resolved in a court of law,

venue being in the Courts of the State of Connecticut.

ARTICLE V – DEVELOPMENT ACTIVITIES AND DOCUMENTS

5.01. Formation of One or More Owner Entities.

(a) Where applicable, the Developer shall cause the formation of one or more Connecticut

limited partnerships and/or limited liability companies as the parties may agree (collectively, the

"Owner Entities" and each individually an "Owner Entity") to own, operate and manage the Project. The

managing general partner or managing member of each Owner Entity (with at least a .0095%

ownership) (each a “Managing General Partner”), or the sole member of the general partner, will be the

Authority and/or an affiliate of the Authority (each, an "Authority Managing General Partner or Sole

Member of the General Partner"). The Developer and/or an affiliate of the Developer (each, a

"Developer Affiliate") will be Fat most a special limited partner (with a .0005% owner interest) as

described in this section. The principal equity interest in each Owner Entity will be owned by a LIHTC

investor or investors selected in accordance with Section 2.03(b) hereof. All documents evidencing an

Owner Entity's rights and obligations with regard to the general and limited partners or managing and

non-managing members, including but not limited to the payment of development fees, guarantees,

and pledges, shall be subject to the review and approval of the Authority and Developer.

Notwithstanding any other provision of this Agreement, for so long as the Developer or any

Developer Affiliate is required to guaranty any element of the Owner Entity’s performance, the

Developer and any Developer Affiliate shall have the right to consent to and jointly direct all "Major

Actions" of the Owner Entity, as further specified in the organization documents of the Owner Entity,

including all actions of the Owner Entity needed to meet obligations of the Owner Entity and to avoid

Developer liability under its various guarantees, while not voiding any property tax exemptions held by

the Owner Entity or exposing the Authority to any cost or liability not contemplated in Project

documents agreed to by the Authority.

Where applicable, the Developer Affiliate will continue to perform under the Developer

Guarantees until Project Stabilization. "Project Stabilization" means: (i) Stabilized Occupancy and (ii) the

release by lenders and LIHTC investors of all completion and lease-up guarantees. Where applicable,

after release of all Developer Guarantees and with the prior approval of all lenders and the LIHTC

Investor or other equity investor (which shall be preapproved in the closing documents), following

Project Stabilization, the Authority Managing General Partner may assume the Developer Affiliate’s

.0005% ownership of the Owner Entity in consideration of paying to the Developer Affiliate the amount

of its capital account. Additionally, as a condition of replacing the Developer Affiliate, the Authority

Managing General Partner shall assume all remaining guarantees in the manner described in this Section

5.01 and as may reasonably be required by any lender or LIHTC or other equity investor.

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Upon the receipt of written approval from the LIHTC investor, lenders and any other equity

investors, and the Authority Managing General Partner’s assumption of the Developer Affiliate’s interest

in an Owner Entity pursuant to this Section 5.01, the Authority, the Authority Affiliate or the Authority

Managing General Partner will assume all remaining Developer Guarantees as set forth herein and in

applicable documents of the LIHTC investor, other equity investors, and the lenders. For so long as

Developer or an affiliate of the Developer is a guarantor under any guarantee (including, without

limitation, a completion guarantee, tax credit guarantee, or operating deficit guarantee), Developer or

its affiliate shall remain a special limited partner or member of the Owner Entity. The Developer and/or

the Developer Affiliate with respect to such shall indemnify the Authority, the Authority Affiliate and/or

the Authority Managing General Partner against any liability to fund operating deficits of such Owner

Entity or under any guaranties related to such Owner Entity arising out of acts, omissions or the state of

affairs occurring prior to the Authority's, the Authority Affiliate's or the Authority Managing General

Partner's assumption of the Developer Affiliate’s .0005% ownership interest in such Owner Entity, and

the Authority Managing General Partner shall indemnify such Developer and/or Developer Affiliate

against any liability arising out of acts, omissions or the state of affairs occurring after the Authority's or

the Authority Managing General Partner's assumption of the Developer Affiliate’s .0005% ownership

interest in such Owner Entity.

Where applicable, in addition to the foregoing, prior to the Developer Affiliate’s exiting an

Owner Entity, it shall, to the extent assignable, assign to the Authority, the Authority Managing General

Partner and/or such Owner Entity any and all warranties running to it for items utilized in the

construction of the Project which warranties, in the aggregate, will warrant against all construction

defects. The Authority and/or the Authority Managing General Partner will have the right to receive all

documents and reports that the Developer (or an affiliate of the Developer) or the limited partners

receive.

(b) Notwithstanding the following, the timing of the Developers exit from the Partnership may

be altered by signed written agreement of the Parties.

(c) In soliciting LIHTC investor proposals as provided in Section 2.03(b), the Developer will alert

each potential respondent to the provisions of the foregoing paragraph and require each respondent to

include in its proposal either acceptance of the foregoing paragraph, or a description of any contrary or

modifying terms it would require. Following negotiation, the Authority's written approval of any

investment proposal shall be deemed to be acceptance and approval of terms even if inconsistent with

the foregoing paragraph 5.01(a).

5.02. Management Agents; Asset Manager. Upon Authority request at its sole and absolute

discretion, not later than concurrently with the Closing, [________, a ____________] corporation, shall

assume responsibility or management of the property (the "Management Agent"), pending approval by

the Authority, all lender(s), the LIHTC investor, and the Connecticut Housing Finance Authority (“CHFA”).

The Management Agent will receive a property management fee per Project (the "Property

Management Fee"), not to exceed 6% of effective gross income, to the extent the same shall be

consistent with HUD Cost Control and Safe Harbor Standards and any subsequent revision (the "Safe

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Harbor Standards") as shall be more specifically set forth in a management agreement to be entered

into by an Owner Entity and Management Agent ("Management Agreement"). The Authority shall have

the responsibility of assisting with management of the assets (the "Asset Manager") and receive a 2%

Asset Management Fee from the Project. Where applicable, the Management Agreement shall provide

that Management Agent will report to and conduct all property management services in accordance

with the terms of the Management Agreement and other applicable requirements referenced therein.

The Management Agreement shall not extend Management responsibility past the 15-year Compliance

Period (the "Compliance Period"). Upon termination of the Compliance Period, the Management Agent

shall cease all management responsibilities and activities, and the Authority or Authority Affiliate shall

assume responsibility for management of the Project as the Management Agent, subject to the release

of Developer from all Developer Guarantees and subject to approval of the LIHTC Investor, and other

equity investors and lenders. In addition, the Management Agreement shall extend to the Authority, the

option of assuming property management, on the third (3rd) year following the Phase I place-in-service

date. In the event the Authority chooses to exercise its option to assume management of Phase I, and

subject to the prior approval of all lenders and the tax credit investor, the Management Agent shall

cease all management responsibilities and activities and the Authority or an Authority Affiliate shall

assume responsibility for management of the Project as the Management Agent. Should the Authority

exercise the option to assume management of the Project in its 3rd year as stated above, the

Management Agent will provide tax credit rent-up, management, and compliance monitoring services,

and shall maintain the right to review all management and operation expenses for a period of two (2)

years.

Notwithstanding anything in the preceding paragraph, for so long as the Developer or any

Developer Affiliate has guaranty exposure relating to lease-up, tax credit compliance or operating

deficits, then the Developer, or Developer Affiliate’s right to serve as or select in its discretion, with

written approval from the Authority, not to be unreasonably withheld, the Management Agent is

contingent upon its maintaining substantially the capacity it currently has to capably fulfill all necessary

functions of a Management Agent. The Developer or Developer Affiliate will utilize a management

contract containing commercially typical provisions for a third party manager, including the obligation to

meet specified performance milestones and comply with all tax credit requirements and to indemnify

the Owner Entity and the Developer or any Developer Affiliate from and against any guaranty liability

arising from default under the Management Agreement.

5.03. Ground Lease.

(a) The Authority or an Authority Affiliate will enter into one or more ground leases (each, a

"Ground Lease") for a term sufficient to convey ownership for tax purposes, with each Owner Entity,

effective no later than concurrent with the Closing. The Authority shall disclose to Developer during the

planning period any pre-existing conditions or potential or actual environmental defects of which it has

knowledge (including the past or current presence of Hazardous Materials). The Ground Lease shall

contain a warranty that the Authority has no actual knowledge of any latent environmental defects not

previously disclosed.

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(b) Pre-Existing Environmental Conditions. To the extent required under legal requirements

applicable to the rehabilitation and use of the Development, the Authority shall be responsible for the

removal or remediation of any and all (a) Hazardous Materials, including all asbestos or asbestos

containing material, or polychlorinated biphenyl material, (b) other materials or substances that require

remediation under the applicable legal requirements, (c) soil containing volatile organic compounds, (d)

underground storage tanks, and (e) abandoned utility lines located in or on any portion of the

Development sites which interfere with the proposed Development, or phase thereof, prior to the time

title to such portion is conveyed to the Developer or an Owner Entity as provided for herein (collectively,

the "Pre-Existing Environmental Conditions"). The Authority shall disclose to the Developer, in writing,

all matters of which it is aware with respect to the environmental condition of the Project properties.

Any Pre-Existing Environmental Conditions unknown to the Authority discovered before closing shall be

included in the Development Budget and the Developer shall be responsible for remediating such Pre-

Existing Environmental Conditions.

5.04. Option and First Right of Purchase. At the Closing, the Authority or the Authority Affiliate

and the Owner Entity will enter into an Option and First Right of Purchase Agreement providing that (i) if

a bona fide offer to purchase the Project or any portion thereof is received by the Owner Entity on or

after the placed-in-service date, the Authority or the Authority Affiliate (directly or through an affiliate)

shall have the right to purchase the Project for a purchase price equal to the minimum required

pursuant to Title 42 of the Code; and (ii) at any time after the expiration of the tax-credit compliance

period, the Authority or the Authority Affiliate (directly or through an affiliate) shall have the first right

and option to acquire the Project, or the interest of the LIHTC investor in the Owner Entity for a

purchase price equal to the minimum required pursuant to Title 42 of the Code. The terms and

conditions of such right and option shall be as negotiated with the LIHTC investor and in accordance

with the Qualified Allocation Plan, if applicable. No consent from the investor or the Developer shall be

required for the Authority to exercise its right of first refusal. The Right of First Refusal will survive any

removal of the General Partner. Notwithstanding anything herein to the contrary, both parties agree to

use their best efforts to structure the transaction so that projected exit taxes are minimized to the

maximum extent possible.

In soliciting LIHTC investor proposals as provided in Section 2.03(b), the Developer will alert

each potential respondent to the provisions of this Article V and will require each respondent to include

in its proposal either acceptance of such provisions, or a description of any contrary or modifying terms

it would require. Following negotiation, the Authority's written approval of any right of first refusal and

option agreement shall be deemed to be acceptance and approval of terms even if inconsistent with the

foregoing paragraph 5.04.

ARTICLE VI – DEVELOPMENT FEE; DISBURSEMENTS

6.01. Development Fee. Each of the Developer and the Authority or the Authority Affiliate shall

be entitled to a portion of a development fee to be earned and paid during the development period,

inclusive of all overhead (the "Development Fee"), as shown and agreed upon in the Development

Budget. Overhead expenses incurred by the Developer or Developer Affiliate and the Authority or

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Authority Affiliate shall come out of each responsible party's respective share of the Development Fee

and shall not be reimbursed by the Authority or any Owner Entity. Each Development Fee, including

both the Developer’s and the Authority portions, shall be in compliance with the LIHTC and Tax Exempt

Bond programs, if applicable. For purposes of calculating each Development Fee, total development cost

shall exclude (i) the applicable Development Fee itself, (ii) third-party costs paid directly by the

Authority, except for Pre-Development Costs (as hereinafter defined) for which the Authority is

reimbursed, (iii) project reserve accounts, and (iv) all costs related to community supportive services,

but only if such costs are paid for by the Authority outside of the Project Budget for which Developer is

providing guarantees; provided, however, that the foregoing shall be revised in the event of any

inconsistency with CHFA requirements.

Each Development Fee shall be paid in accordance with the payment schedule permitted by the

LIHTC investor and lenders and shall be negotiated by the Developer using its best efforts; provided such

Development Fee shall be paid not earlier than 50% upon Closing; 25% upon Substantial Completion;

and 25% at achievement of Stabilized Occupancy. "Stabilized Occupancy" shall mean the date on which

the rental Phase has attained an occupancy level of at least 90% with a debt service coverage ratio of

1.20 or more for at least six months or as otherwise may be required by the LIHTC investor in the Owner

Entity organizational documents. Each Development Fee payment schedule shall be set forth in the

Development Budget. The Developer shall receive [_______%] of each Development Fee and the

Authority shall receive [_________%] of each Development Fee. Accordingly, the Developer shall pay to

the Authority the Authority's share of each Development Fee [________%] as such Development Fee is

received. This fee sharing agreement may be memorialized through the creation of one or more limited

liability companies of which Developer or Developer Affiliate is a [______%] member and the Authority

or Authority Affiliate is a [______%] member. In accordance with HUD's Safe Harbor Guidelines, where

applicable, the Developer's [______%] share of each Development Fee shall not exceed 12% of the total

development cost, but, in no event, shall drop below 10%. The parties agree that if a governmental

authority, LIHTC investor or lender imposes additional limitations on the Development Fee(s), then the

most restrictive limitations shall control, to the extent they do not conflict with applicable HUD

requirements. Developer is not entitled to any deferred Development Fee, net cash flow, surplus cash or

any other stream of income not specifically described in this Agreement. For purposes of this Agreement

the term "Substantial Completion" shall mean the date that all of the following have occurred: (i) the

Developer shall certify in writing that the Developer's contractor has completed Phase I in conformance

with the Development Plans, and that such work is deemed complete, notwithstanding minor details of

construction, mechanical adjustment or cosmetic items which do not interfere with the use and

occupancy for its intended purpose (i.e., punch list items); (ii) the Developer or the Developer's

construction contractor has obtained permanent, unconditional certificates of occupancy or their

equivalent from all appropriate governmental entities; (iii) all sanitary, security, electrical, heating,

ventilating and air conditioning systems are operational to the extent necessary to provide adequate

services; and (iv) access to Phase I and the parking areas and other common areas are available to the

Authority and the residents; provided however, the Parties recognize that the term Substantial

Completion may be modified to conform with the closing documents and the requirements of the LIHTC

investor and lenders.

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6.02. Limitation on Development Fees. Each Development Fee shall be used to secure against

any cost overruns. In the event of a cost overrun in excess of any contingency set forth in the

Development Budget, the Development Fee shall be used in order to pay for such overrun. The

reduction in Development Fee will be made first from the then unpaid portion of Development Fee by

reducing the next portion of Development Fee to pay for such overrun.

6.03. Pre-Development and Development Costs. Proceeds from the Development financing and

equity investment raised by the tax credit syndication will reimburse the Developer and the Authority

for all direct predevelopment and development costs associated with the Project including the costs of

developing a Development Plan as further addressed in Section 2.08 (collectively, "Predevelopment

Costs"). Such costs will be treated as costs of the Project and will be reimbursed on a per draw basis. In

the event a Closing does not occur, the Authority and the Developer will be responsible for their own

respective costs, to include all attorneys’ fees.

6.04. Authority as General Contractor. Both parties agree that it is not intended for the

Authority (or its Affiliate) to act as the general contractor (the "General Contractor") for the

development, but agree that in the event that the Authority (or its Affiliate) does not serve as the

General Contractor, Developer shall make concerted and best efforts to ensure that another income-

producing source is incorporated into the final development budget to the benefit of the Authority.

6.05. Cost Savings. For purposes of this Agreement, the phrase "Cost Savings" means the

difference between the actual development cost as evidenced by the cost certification and the

development sources available, including for these purposes any "Upward Adjuster" in investor equity

or any loan or grant source not anticipated at Closing. Cost Savings shall be used first to pay any

deferred developer fee of HACH, any deferred contractor or architect fees, any loans to Partnership

from HACH, and thereafter as may be agreed by the parties or required by any investor, lender or

governmental authority.

ARTICLE VII - SELECTION OF PROFESSIONALS, CONTRACTORS AND CONSULTANTS.

7.01. General.

(a) The Developer and the Authority acknowledge that 2 C.F.R. Part 200, as amended or

successor regulation, which applies to the Authority, does not apply to the Developer. In light of the

Authority's investment in the Project, the Developer shall not use any vendor that has been rejected by

the Authority pursuant to Section 7.01(b). All professionals and team members which were listed in the

Developer's Qualification Submission Document, or who have subsequently been identified by the

Developer, and set forth on Exhibit K, are hereby deemed to be approved vendors as of the date of

selection by the Developer and Authority, as such firms were competitively selected in conjunction with

the Developer as part of the development team or were approved by the Authority in conformance with

the remainder of this paragraph. If the Developer elects to procure services from a firm other than a

firm set forth on Exhibit K, it shall seek competitive proposals utilizing a process reasonably acceptable

to the Authority or shall demonstrate to the Authority's reasonable satisfaction why non-competitive

selection or an alternative selection process is appropriate. The Developer may engage vendors whose

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proposal is most advantageous to the Project, taking into consideration price, quality, ability to perform

on schedule and budget, and other factors, along with the Development Budget and Development

Schedule. The other factors shall include, but not be limited to the vendor's compliance with minority

contracting requirements and Section 3 and its implementing regulations at 24 C.F.R. Part 135, if

applicable.

(b) The Authority may disapprove a vendor other than those set forth on Exhibit K by providing

the Developer notice in writing, stating the grounds of disapproval which shall be delivered to the

Developer not later than ten (10) business days after the Authority's receipt of the Developer's Notice of

Selection including with such disapproval, the grounds for such disapproval which shall not be arbitrary

or capricious. In the event that the Authority fails to respond within the 10-day period, the Developer

and the Authority agree to meet within two (2) business days in order to discuss and resolve the

selection. If the Authority and the Developer are unable to resolve the Authority's disapproval of a

proposed vendor, then the Developer shall select an alternate vendor, which selection shall be subject

to review and disapproval by the Authority in accordance with the foregoing provisions. If the Developer

determines that no proposal received in response to its solicitation is acceptable (or, in the event that

the Authority disapproves all proposed vendors selected by the Developer, and the Developer

determines no other proposal received in response to the solicitation is acceptable), then the Developer

shall resolicit proposals for the same or additional services in accordance with the foregoing procedures.

In the procurement of other subcontractors to perform Development Services, the Developer

shall be alert to noncompetitive practices that may restrict or eliminate competition or otherwise

restrain trade. In no event shall the Developer contract with any party which has been debarred or

suspended by HUD. All contracts entered into shall contain all standard provisions required by HUD, if

applicable, and shall conform to the requirements of this Agreement which shall be set forth in the

Rider.

(c) Prohibited Arrangement. The Developer shall not enter into any contract, lease, purchase

order or other agreement ("Arrangement") in connection with the Project with any party controlling,

controlled by or under common control with the Developer, unless such Arrangement has been

approved in writing by the Authority, after full disclosure in writing by the Developer to the Authority of

such affiliation or relationship and all details relating to the proposed Arrangement. The terms of any

such Arrangement must conform to the requirements of the Authority, HUD (if applicable) and this

Agreement.

(d) MBE and WBE Participation. The Authority's policy is to ensure that MBEs and WBEs

participate, to the extent feasible, in the planning, development and operations of the Project in

accordance with Executive Orders 11625 (as amended by Executive Order 12007), 13170 and 12138 (as

amended by Executive Order 12608). To achieve greater participation of MBEs and WBEs in contracts

administered directly or indirectly by the Authority, the Developer agrees to use its best efforts and

require all Subcontractors to use their best efforts to:

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(i) include MBEs, WBEs, and small business concerns, when qualified, on solicitation

mailing lists;

(ii) encourage participation by MBEs, WBEs, and small business concerns through direct

solicitation of bids or proposals whenever they are potential sources;

(iii) divide the Development Services, when economically feasible, into smaller tasks or

quantities to permit maximum participation by MBEs, WBEs and small business concerns

provided that doing so does not unnecessarily negatively impact the Development Plan or

Development Budget;

(iv) establish Development Schedule(s) and Development Budget(s) which encourages

participation by MBEs, WBEs and small business concerns;

(v) use the services and assistance of the U.S. Small Business Administration, the

Minority Business Development Agency of the U.S. Department of Commerce, any local minority

assistance organizations and various state and local government small business agencies;

(vi) include in contracts, to the greatest extent feasible, a clause requiring contractors to

provide opportunities for training and employment for low-income residents of the Project and

to award subcontracts for work in connection with the project to business concerns which

provide opportunities to low-income residents, as described in 24 CFR Part 135; and

(vii) requiring Subcontractors to take the positive steps listed above.

(e) Section 3. The work to be performed under this Agreement is subject to the requirements of

Section 3. The parties to this Agreement agree to comply with HUD's regulations in 24 C.F.R. part 135,

which implement Section 3 and hereby certify to the best of their knowledge that they are under no

contractual or other impediment that would prevent them from compliance. The Authority shall

monitor the Developer's compliance from time to time during the Project. The Developer agrees to

require all Subcontractors to make best efforts to comply with Section 3 and the regulations

promulgated in 24 C.F.R. part 135, and agrees to take appropriate action upon a finding that the

Subcontractor is in violation of the regulations in 24 C.F.R. part 135. The Developer will not contract with

any Subcontractor where the Developer has notice or knowledge that the Subcontractor has been found

in violation of the regulations in 24 C.F.R. part 135.

(f) Number. At least thirty percent (30%) of the Subcontractors (calculated by multiplying 0.3 by

the total number of Subcontractors that are parties to Project-related subcontracts) selected by the

Developer for the Project shall qualify as a MBE, WBE or Section 3 Subcontractor. The list of proposed

Subcontractors, including the MBE, WBE and Section 3 Subcontractors, shall be submitted to the

Authority for approval prior to the Closing.

(g) The Developer shall require all Subcontractors to send to each labor organization or

representatives of workers with which such Subcontractor has a collective bargaining agreement or

other understanding, if any, a notice advising the labor organization or workers' representative of the

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Developer's and/or Subcontractor's commitments under Section 3, and will post copies of the notice in

conspicuous places at the work site where both employees and applicants for training and employment

positions can see the notice. Each Subcontractor shall certify to the Developer that any vacant

employment positions, including training positions, that are filled (i) after a Subcontractor is selected but

before the relevant contract is executed and (ii) with persons other than those to whom the regulations

of 24 C.F.R. Part 135 require employment opportunities to be directed, were not filled to circumvent the

Subcontractor's obligations under 24 C.F.R. Part 135 and the Developer shall certify to the Authority that

it has obtained all such certifications.

(h) Developer shall comply with all other lender or funder requirements related to this section.

ARTICLE VIII - REPRESENTATIONS AND WARRANTIES.

8.01. Developer hereby represents and warrants as follows:

(a) It has the legal and financial capacity to assume responsibility for compliance with all

applicable laws, regulations, rules, programs and agreements and to enter into this Agreement and to

perform all of the undertakings set forth herein.

(b) Developer is a duly organized and validly existing legal entity under the laws of the State of

[______].

(c) This Agreement has been duly and validly executed and delivered by the Developer and

constitutes a valid and legally binding obligation of the Developer enforceable in accordance with its

terms.

(d) The Developer is not a party to any contract or agreement or subject to any charter or other

legal restriction of any kind which materially and adversely affects the business, property or assets, or

the condition, financial or otherwise, of the Developer. Neither the execution and delivery of this

Agreement, nor compliance with the terms, conditions and provisions hereof, will conflict with or result

in a breach of the terms, conditions or provisions of, or constitute a default under any law or any

regulation, order or decree of any court or governmental agency, or any indenture or other agreement

or instrument to which the Developer is subject, or will result in the creation or imposition of any lien,

charge or encumbrance of any nature whatsoever upon any of the property or assets of the Developer

pursuant to the terms of any such indenture or agreement or instrument, and will not require the

approval of any federal regulatory body or of any state or local commission or authority having

jurisdiction with respect thereto, unless such approval has been obtained and is in full force and effect

on the date hereof.

(e) There is no action, proceeding or investigation now pending before any court or any

governmental department or agency nor any basis therefor, known or believed to exist which: (i)

questions the validity of this Agreement or any action or act taken or to be taken by the Developer

pursuant to this Agreement, or (ii) is likely to result in a material adverse change in the authority,

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property, assets, liabilities or condition of the Developer which will materially and substantially impair its

ability to perform pursuant to the terms of this Agreement.

(f) There has been no administrative action taken nor is any administrative action pending

against the Developer, its members or, to the best of the Developer's knowledge, parties serving as

Subcontractors relating to Limited Denial of Participation, suspension or debarment.

8.02 The Authority hereby represents and warrants as follows:

(a) It has legal capacity and financial capacity to assume responsibility for compliance with all

applicable laws, regulations, rules, programs and agreements and to enter into this Agreement and to

perform all the undertakings set forth herein.

(b) HACH is a duly organized and validly existing legal entity under laws of the State of

Connecticut.

(c) This Agreement has been duly and validly executed and hereby binds the Authority and

constitutes a valid and legally binding obligation enforceable in accordance with its terms.

(d) The Authority is not a party to any contract or agreement or subject to any charter or other

legal restriction of a kind which materially and adversely affects the business, property, or assets, or the

condition, financial or otherwise, of the Authority. Neither the execution and delivery of this Agreement,

nor compliance with the terms, conditions and provisions hereof will conflict with or result in a breach

of the terms, conditions or provisions of, or constitute a default under any law or any regulation, or

decree of any court or governmental agency, or of any indenture or other agreement or instrument to

which the Authority is subject, or result in the creation or imposition of any lien, charge or encumbrance

of any nature whatsoever upon any of the property or assets of the Authority pursuant to the terms of

any such indenture or agreement or instrument and, except as expressly set forth herein, will not

require the approval of any federal regulatory body or of any state or local commission or authority

having jurisdiction with respect thereto, unless such approval has been obtained and is in full force and

effect on the date hereof.

(e) There is no action, proceeding or investigation now pending before any court or any

governmental department or agency nor any basis therefor, known or believed to exist which: (i)

questions the validity of this Agreement or any action or act taken or to be taken by the Authority

pursuant to this Agreement, or (ii) is likely to result in a material adverse change in the authority,

property, assets, liabilities or condition of the Authority which will materially and substantially impair its

ability to perform pursuant to the terms of this Agreement.

(f) The authorization of the Board of Commissioners of the Authority to proceed with the

execution of this Agreement shall include the authorization of the Executive Director of the Authority to

provide the approvals or consents of the Development Plan, Development Budget and selection of

vendors required from the Authority pursuant to this Agreement without the need for further action by

the Board.

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ARTICLE IX - COOPERATION AND COMPLIANCE.

The parties hereto agree to cooperate with each other and provide all necessary

documentation, certificates and consents and to take all necessary action in order to satisfy the terms

and conditions hereof and the applicable laws, regulations and agreements relating thereto.

ARTICLE X – INSURANCE.

The Developer shall maintain and keep in force insurance, naming the Authority as an additional

insured, if applicable, in the type, compliant with the requirements of and for the amounts specified in

Exhibit H.

ARTICLE XI – ACCOUNTING RECORDS.

11.01. Books and Records. The Developer's books and records shall, prior to the applicable

Closing be kept on a modified cash basis, including open accounts payable, in accordance with

conventional practice, and consistently applied and after such Closing shall be kept in accordance with

generally accepted accounting principles. All books and records must conform to all regulatory and

LIHTC investor requirements.

11.02. Maintenance and Inspection of Records. The Developer shall, and shall cause each

Subcontractor to, provide access to the Authority, any agency providing funds to the Authority

(including HUD), the Comptroller General of the United States or any of their duly authorized

representative to any books, documents, papers and records of the Developer and contractors which

are directly pertinent to the Project for the purpose of making any audit, examination, excerpts and

transcriptions upon reasonable notice and at reasonable time. All required records shall be retained for

five years after the Authority or the Developer and contractors make final payment and all other

pending matters are closed.

11.03. Copyrights and Rights in Data. The Authority 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 Developer pursuant to the terms of this Agreement, including but

not limited to reports, memoranda or letters concerning the research and reporting tasks of this

Agreement.

ARTICLE XII - RESPONSIBILITY FOR EMPLOYEES.

The Developer agrees to provide a competent staff for the proper administration, coordination,

and supervision of the Project. All officers and employees of the Developer shall be compensated by the

Developer, and shall be under the control of the Developer. The Authority shall not have any liability or

obligation whatsoever with respect to any employment arrangement between the Developer and any of

its officers and employees. All matters concerning the employment, supervision, compensation,

promotion and discharge of such officers and employees shall be the sole responsibility of the

Developer. The Developer shall fully comply with all applicable laws and regulations with respect to

workers' compensation, social security, unemployment insurance, hours of labor, wages, working

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conditions, licensing and other employer-employee related matters, including, without limitation, all

laws, rules and regulations with respect to non-discrimination based on race, sex or otherwise.

ARTICLE XIII- ROLE OF AUTHORITY BOARD OF COMMISSIONERS.

13.01. The parties acknowledge that closing of the transactions contemplated in this Agreement

is contingent on the review and approval, consistent herewith, by the Authority's Board of

Commissioners if required by law, regulation or its Bylaws. The Developer and the Authority agree to

cooperate in order to obtain all necessary Board of Commissioner approvals.

13.02. The Authority may make other funds available for use by the Developer for the Project.

The Developer will be required to achieve the maximum leverage of the Authority funds by applying for

and securing private, City and State funding, soft loan funding, grant program funding, and to secure all

funding for the Project.

13.03. The Authority will manage and take responsibility for all communication with HUD, and

the preparation and submission of program documents and obtain all HUD approvals including but not

limited to tenant relocation plans and approvals, Financing Plan approval, and mixed-finance approval.

The Authority may involve the Developer in discussions with HUD and shall keep the Developer

informed of HUD positions. Notwithstanding the above, Developer will participate in monthly

transaction manager teleconferences with HUD if applicable.

ARTICLE XIV – DISPUTES.

In the event of a dispute arising under this Agreement, the Developer shall notify the Authority

promptly in writing and submit its claim in a timely manner. The Authority shall respond to the claim in

writing within ten (10) business days of receipt of such claim. The Developer shall proceed with work on

the Project in compliance with the instructions of the Authority, but such compliance shall not be a

waiver of the Developer’s rights to make such a claim. If the Authority directs the Developer to continue

to perform work, the Authority shall not object to the Developer continuing to be reimbursed for work

materially conforming to the Development Plan and other otherwise performed in accordance with the

terms of this Agreement. Notwithstanding anything to the contrary set forth in this Article, in no event

shall Developer be required to expend its own funds in order to proceed with performance of the work

under this Agreement while a dispute between the Developer and the Authority is pending, and the

Developer is not receiving reimbursement for its costs for such portion of the work by reason of such

dispute. Unless the Developer, within ten (10) business days of receipt of the Authority’s decision,

notifies the Authority in writing that it takes exception to such decision, the decision shall be final and

conclusive. Any dispute not resolved by this process (the "Dispute Procedure") shall be subject to the

exclusive jurisdiction of either the state or federal courts located in Hartford County, Connecticut, and

the parties to this Agreement agree to submit to the personal and exclusive jurisdiction and venue of

these courts. A dispute not resolved by the Dispute Procedure may be determined by consent of the

Developer and the Authority by other dispute resolution methods.

ARTICLE XV – TERM; TERMINATION.

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15.01. Term. This Agreement shall commence upon the execution hereof and shall terminate

upon completion of the Construction Services for Phase I, unless sooner terminated in accordance with

this Article XV, extended by the Authority in accordance with the provisions of this Agreement to the

development of subsequent phases and otherwise in accordance with all lender, LIHTC investor and

regulatory or governmental requirements. In no case may the term of this Agreement exceed five (5)

years without Authority, and if applicable, HUD approval. If this Agreement is terminated, then upon

payment by the Authority of all amounts due under Section 15.04, the Developer, at no additional cost

to the Authority, shall deliver to the Authority copies of any Development Plans, Plans, and studies in

the Developer’s possession or to which the Developer is entitled for construction of the Project, and

shall obtain from the architect of such Development Plans, Plans, studies, and any approvals relevant to

the Property. The liability of any party for a breach of this Agreement under this Article XV shall survive

the termination of this Agreement.

15.02. Termination by Parties. This Agreement may be terminated:

(a) By the mutual agreement of the Developer Partner and the Authority;

(b) By the Developer or the Authority if there has been a default in the performance or

observance of any term or condition of this Agreement by the other party that is not cured within thirty

(30) calendar days after receipt of written notice thereof from the non-defaulting party; provided that, if

such default cannot reasonably be cured within thirty (30) calendar days, and the defaulting party shall

have commenced to cure such default within such 30-day period, then the defaulting party shall have

such additional time as is reasonably necessary to cure the default if the defaulting party promptly and

diligently proceeds to cure the same, it being agreed that no extension shall be for a period in excess of

one hundred and eighty (180) calendar days or longer unless mutually agreed to by the parties;

(c) Immediately by the Authority or the Developer, if the other party or any guarantor of the

Developer's performance hereunder ceases doing business as a going concern, makes an assignment for

the benefit of creditors, files a voluntary petition seeking for itself any reorganization, arrangement,

composition, readjustment, liquidation, dissolution or similar arrangement under the federal bankruptcy

laws or any similar federal or state statute, law or regulation, or files an answer admitting the material

allegations of such a petition or consents to or acquiesces in the appointment of a trustee, receiver or

liquidator of all or any part of its assets or properties; or

(d) Immediately by the Authority or the Developer, if the other party, any senior level officer or

manager, any member or partner of the Developer, or any guarantor of the Developer's performance

hereunder is indicted for a felony offense; or

(e) By the Authority if HUD issues a Limited Denial of Participation, suspension or debarment or

otherwise takes action against the Developer, and such failure to obtain funding or such HUD action is

not cured within thirty (30) days, provided that if such failure cannot reasonably be cured within thirty

(30) days and the Developer shall have commenced to cure such default within such 30-day period, then

the party shall have such additional time as is reasonably necessary to cure the default if the Developer

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promptly and diligently proceeds to cure the same, it being agreed that no extension shall be for a

period in excess of ninety (90) days; or

(f) By the Authority if an application for an allocation of 2019 9% competitive LIHTCs is not

timely submitted;

(h) By the Authority if financial closing(s) for the construction/equity financing of the Project, or

part thereof, has not occurred on or before [__________], or such later date as may be agreed to by the

Parties. In such case, the Developer or the Owner Entities as applicable shall transfer to the Authority all

right, title and interest of the Developer or the Owner Entities, as applicable, in and to all work product,

together with any Documentation (as defined in 15.06).

(i) Termination Not to Affect the Project Once Closed. Once a Closing has occurred, the closing

documents executed in connection therewith shall govern the obligations of the parties thereto as to

the matters set forth therein. Termination of this Agreement shall not affect the relationship between

the parties hereto as reflected by the closing documents of the Project; or affect the obligation of any

party to such closing documents to perform in accordance with the terms and conditions set forth in

such closing documents.

15.03. Termination and Suspension for Convenience by the Authority. Authority may terminate

this Agreement in whole, or from time to time in part, with respect to the entirety of the Project, for the

convenience of Authority whenever Authority determines in good faith that it is infeasible or contrary to

the interests of the Authority to proceed with the Project. Any such termination shall be effected by

delivery to Developer of a written notice of termination specifying the extent to which the performance

of the work under the Agreement is terminated, and the date upon which such termination becomes

effective, which shall not be less than 30 days following delivery of all such notices. If the Authority

terminates this Agreement in part, and the Developer deems the performance of the remaining portion

of the Project infeasible in its sole judgment and discretion, then the Developer shall so inform the

Authority and the prior notice of termination for convenience will be deemed withdrawn as to that part

unless the Authority within ten days shall deliver a notice of termination for convenience as to the entire

remaining portion.

15.04. Damages.

(a) In the event of default, each party shall have such remedies as are provided at law or equity.

(b) In the event of termination of this Agreement pursuant to Section 15.02, the Developer shall

be entitled to receive reimbursement in the amount already expended on predevelopment costs that

are properly included on the predevelopment budget attached hereto as Exhibit J or on any amended or

subsequent predevelopment budget approved by the parties.

(c) In the event of a termination for convenience under Section 15.03, the Authority shall be

liable to Developer for reasonable and proper costs, which Developer must submit to the Authority

within 90 days of termination, resulting from such termination which costs shall be paid to Developer

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within 60 days of receipt by the Authority of a properly presented claim setting out in detail: (i) the total

cost of all third-party costs incurred to date of termination; (ii) the cost (including reasonable profit) of

settling and paying claims under subcontracts and material orders for work performed and materials

and supplies delivered to the site, or for settling other liabilities of Developer incurred in performance of

its obligations hereunder; (iii) the cost of preserving and protecting the work already performed until

the Authority or its assignee takes possession thereof or assumes responsibility therefore; (iv) the actual

or estimated cost of legal and accounting services reasonably necessary to prepare and present the

termination claim to the Authority; and (v) an amount constituting fair compensation to Developer for

all tasks performed to date, but with a setoff for sums previously paid by Authority as Developer

compensation or otherwise reimbursed. “Fair compensation” shall be determined by the amount of

work performed by the Developer, taking into consideration percentage of completion and the

accomplishment of specific milestones (including, without limitation, completing a Site plan, achieving

requisite land use approvals, submitting an application for tax credits, bond volume cap, or other

financial assistance, obtaining award(s) of such assistance, and selecting a tax credit investor). The

Authority will pay (in whole or in part) or specifically dispute Developer’s claim within thirty (30)

business days of its receipt.

(d) In the event that the Authority terminates this Agreement for convenience, the Developer

shall have the right, but not the obligation, to require that the Authority immediately (or as soon as all

requisite investor, lender and governmental consents can be obtained) exercise its option to assume in

their entirety, pursuant to Section 5.01, Developer’s interests and obligations. This provision may be

documented more specifically in connection with the Closing, but will in any event survive the Closing

notwithstanding Section 15.02(i).

15.05. Development Contingencies.

(a) The ability of the parties to bring about the successful revitalization of the Project as outlined

in the Development Plan(s) is contingent upon (i) the award of LIHTCs, and/or tax exempt bond

financing allocations, (ii) the receipt of all necessary government approvals and permits, including

without limitation HUD's approval of the Development Plan, the Financing Plan, this Agreement, and any

Mixed-Finance Proposal, and (iii) such other sources of funds in an amount sufficient to complete the

Project which cannot be fully determined at this time (the "Development Contingencies").

(b) In the event that, despite the Developer utilizing its good faith and best efforts, Development

Contingencies occur adversely, the parties agree to work in a cooperative manner, utilizing their good

faith best efforts in order to bring about the successful revitalization/development as outlined in the

applicable Development Plans. Such cooperation shall include reasonable efforts to respond to one

another as expeditiously as possible with regard to requests for information or approvals and prompt

proactive sharing of information pertinent to the carrying out and orderly progression of the Project.

(c) If the parties cannot, within one-hundred-twenty (120) calendar days after the Developer

provides the Authority with written notice that a Development Contingency has not been met, agree to

amend the Development Plan, it shall be deemed an "Event of Infeasibility." Upon the occurrence of an

23

Event of Infeasibility, this Agreement may be terminated if the Authority so agrees following receipt

from the Developer of written notice of the Developer's desire to terminate this Agreement and delivery

to the Authority of all work product produced under or in connection with the Project ("Termination for

Infeasibility"). Following a Termination for Infeasibility, the Developer shall promptly thereafter vacate

the Project site and cooperate in good faith with the Authority to achieve an orderly transition of

management. The Authority's agreement to Termination for Infeasibility shall not be unreasonably

withheld.

(d) In the event of a Termination for Infeasibility as provided herein, neither party shall have any

liability to the other pursuant to this Agreement except that (i) the Developer shall deliver all work

product produced in connection with the Project to the Authority; (ii) the Developer shall assign all right,

title and interest to all Documentation (as defined in 15.06) to the Authority as set forth in Section

15.06; and (iii) all indemnifications contained in this Agreement herein shall continue in effect with

regard to acts or omissions prior to termination. If and when the Authority determines in its sole, but

reasonable, discretion that it is able to use such work product or Documentation in the performance of

any future work on the Project, then the Authority shall reimburse the Developer the amount of any

actual outstanding third-party costs included in the Development Budget expended by the Developer for

such usable work product and Documentation delivered to the Authority within 90 days of actual use. In

no event shall the Authority reimburse the Developer for any work product or Documentation that it is

unable to use in the performance of any future work on the Project.

15.06. Assignment of Documents. With respect to Phase I, the Developer and each Owner Entity

shall have full right, title and interest in all applications, documents, drawings, plans, specifications,

studies, files, contracts, permits, approvals, grants, tax credit reservations, bond allocations and all other

documents and materials, whether completed or in process, including, but not limited to architectural

documents, prepared, accumulated or generated by or for the Developer (the "Documentation") in

connection with this Agreement, or in connection with the Development Services; provided, however,

that the Developer shall grant a security interest in Documentation to secure any predevelopment

contribution, and the Owner Entity shall grant a security interest in Documentation to secure any loan to

it. All right, title and interest to the Documentation related to the Development Plan outside of Phase I

shall be transferred to the Authority or an Authority Affiliate upon completion of the Development Plan

including all necessary approvals of the Development Plan. All right, title and interest to the

Documentation related to Phase I shall be transferred to the Authority or an Authority Affiliate upon

completion of the Construction Services. If this Agreement is terminated, the Developer and/or Owner

Entities shall deliver to the Authority originals of all Documentation in whatever medium such

documentation is kept or, if no original exists, copies thereof in full satisfaction of any such security

interest, and upon payment by the Authority of any remaining cost owing to the extent required under

this Agreement. The cost of such Documentation, if unpaid at the time of termination shall be included

in any claim made by the Developer pursuant to Section 15.03 or Section 15.04(b). The Developer shall

include in all third- party contracts a provision conditionally assigning all of the Developer's or an Owner

Entity's interest in the Documentation to the Authority and giving the Authority the right to use all

Documentation upon full payment to the Developer and/or such third-party for the work performed;

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such provision shall be set forth in the Rider. The foregoing assignment shall be subordinate to the

requirements of and subject to the approval of the lenders and LIHTC investor(s).

15.07. Assignment of Warranties. To the extent the Authority will have any ownership interest

in the Project, at Closing the Developer will assign to the Authority all warranties made or given to the

Developer with respect to work by any architect, engineer, contractor, subcontractor or consultant and

material and equipment suppliers performing work regarding the Project.

15.08. Survival. Notwithstanding any expiration or termination of this Agreement, the

indemnification obligations contained in Article XVI of this Agreement, the representations and

warranties contained in Article VIII of this Agreement, and the provisions contained in Articles XII and

XVII of this Agreement shall continue in effect with regard to acts and omissions prior to expiration or

termination.

ARTICLE XVI –INDEMNIFICATION.

THE DEVELOPER SHALL INDEMNIFY, DEFEND AND HOLD THE AUTHORITY (AND ITS BOARD OF

COMMISSIONERS) AND ANY AUTHORITY AFFILIATE, HARMLESS FROM AND AGAINST ANY AND ALL

CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS AND EXPENSES (SUCH EXPENSES INCLUDING

REASONABLE LEGAL EXPENSES) ("CLAIMS") ARISING FROM (A) ANY BREACH OF THIS AGREEMENT BY

THE DEVELOPER, OR (B) ANY BODILY INJURY, SICKNESS, DISEASE OR DEATH, OR TO INJURY TO OR

DESTRUCTION OF TANGIBLE PROPERTY DURING THE PERFORMANCE OF THIS AGREEMENT CAUSED BY

THE DEVELOPER'S NEGLIGENCE OR WILLFUL MISCONDUCT. SUCH INDEMNITY SHALL APPLY ONLY TO

CLAIMS TO THE EXTENT CAUSED BY AN ACT OR OMISSION BY THE DEVELOPER, ITS AFFILIATES,

AGENTS OR EMPLOYEES OF ANY OF THEM OR ANYONE FOR WHOSE ACTS THEY MAY BE LIABLE.

DEVELOPER MAY CONTEST, PAY, SETTLE, OR COMPROMISE THE CLAIM AT ITS DISCRETION, EXCEPT

THAT IT MAY NOT COMPROMISE OR SETTLE THE CLAIM WITHOUT THE CONSENT OF THE AUTHORITY

UNLESS THAT COMPROMISE OR SETTLEMENT (1) DOES NOT ENTAIL ANY ADMISSION ON THE PART OF

THE AUTHORITY THAT IT VIOLATED ANY LAW OR INFRINGED THE RIGHTS OF ANY PERSON, (2) HAS NO

EFFECT ON ANY OTHER CLAIM THAT MAY BE BROUGHT AGAINST THE AUTHORITY, (3) PROVIDES AS

THE CLAIMANT’S SOLE RELIEF MONETARY DAMAGES THAT ARE PAID IN FULL BY DEVELOPER, AND

(4) REQUIRES THAT THE CLAIMANT RELEASE THE AUTHORITY FROM ALL LIABILITY IN RESPECT OF THE

CLAIM.

ARTICLE XVII - INDEPENDENT CONTRACTOR.

It is expressly agreed and understood between the Authority and the Developer that the

Developer, in entering into this Agreement and carrying out its obligations hereunder, is an independent

contractor working for itself and is not, shall not be deemed to be and shall not hold itself out as an

agent, joint venturer, legal representative or employee of the Authority or HUD. The Developer is not

granted any right or authority to assume or to create any obligation, liability or responsibility, express or

implied, on behalf of or in the name of the Authority or HUD, to bind the Authority or HUD in any

manner to any contractual or other undertaking whatsoever or to accept payment from any party of any

25

obligation owing to the Authority or HUD. The Developer shall be responsible for all costs it incurs in

performing its obligations under this Agreement, and except as explicitly set forth herein, neither the

Authority nor HUD shall have any liability for any debts or other obligations which the Developer may

incur in rendering such performance.

ARTICLE XVIII – DISCLAIMER OF RELATIONSHIPS.

Nothing contained in this Agreement, nor any act of HUD, the Developer or the Authority, shall

be deemed or construed to create any relationship of third-party beneficiary, principal and agent,

limited or general partnership, joint venture, or any association or relationship involving HUD or the

Authority or otherwise affecting the parties, other than as expressly set forth in this Agreement, except

between HUD and Authority as provided under the terms of the Annual Contributions Contract from

HUD, as amended from time, as applicable.

The Developer acknowledges that any transfer or loan by Authority any funds received from

HUD ("HUD Funds") to the Developer shall not be deemed an assignment of such funds. The Developer

will not succeed to any rights or benefits of the Authority or attain any privileges, authorities, interests,

or rights of the Authority.

ARTICLE XIX – APPLICABLE FEDERAL, STATE AND LOCAL REQUIREMENTS.

With regard to all work on the Project, the Developer, as well as all Subcontractors, shall comply

with all applicable federal, state and local laws, HUD regulations, as well as all of the requirements of

the following, if applicable, as the same may be amended from time to time:

(a) The Fair Housing Act, 42 U.S.C. 3601-19, and regulations issued thereunder, 24 C.F.R. Part

100; Executive Order 11063 (Equal Opportunity in Housing) and regulations issued thereunder, 24 C.F.R.

Part 107; and the fair housing poster regulations, 24 C.F.R. Part 110.

(b) Title VI of the Civil Rights Act of 1964, 42 U.S.C. § 2000d, and regulations issued thereunder

relating to nondiscrimination in housing, 24 C.F.R. Part 1.

(c) Age Discrimination Act of 1975, 42 U.S.C. §§ 6101-07, and regulations issued thereunder, 24

C.F.R. Part 146.

(d) Section 504 of the Rehabilitation Act of 1973, 29 U.S.C. § 794, and regulations issued

thereunder, 24 C.F.R. Part 8; the Americans with Disabilities Act, 42 U.S.C. §§ 12181-89, and regulations

issued thereunder, 28 C.F.R. Part 36, and the Architectural Barriers Act of 1968, as amended (42 U.S.C. §

4151) and regulations issued pursuant thereto, 24 C.F.R. Part 40.

(e) Section 102 of the Department of Housing and Urban Development Reform Act of 1989, as

implemented at 24 C.F.R. Part 4, which contains provisions designed to ensure greater accountability

and integrity in the provision of certain types of assistance administered by HUD.

(f) Section 3 and its implementing regulations at 24 C.F.R. Part 135.

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(g) Section 13 of the Department of Housing and Urban Development Act of 1974, as amended by

Section 112 of the HUD Reform Act of 1989 (repealed by the Lobbying Disclosure Act of 1995, Pub.L.

104-65 (December 19, 1995)), and as implemented at 24 C.F.R. Part 86 (as repealed by Pub.L. 104-65).

(h) 24 C.F.R. Part 24, which applies to the employment, engagement of services, awarding of

contracts, sub-grants, or funding of any recipients, or contractors or subcontractors, during any period

of debarment, suspension, or placement in ineligibility status.

(i) The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 and

government-wide implementing regulations at 49 C.F.R. Part 24.

(j) 24 CFR §905.602 and 905.604(h) which applies to contractor selection.

(k) Section 306 of the Clean Air Act, Section 508 of the Clean Water Act, Executive Order 11738

and Environmental Protection Agency regulations at 40 C.F.R. Part 15.

(l) Section 12 of the Act, 42 U.S.C. § 1437j which applies to the payment of not less than the

wages prevailing in the locality, as determined by or adopted by the Secretary of HUD, to all architects,

technical engineers, draftsmen and technicians.

(m) 2 C.F.R. Part 200, which applies to requirements for grants.

(n) The Immigration Reform and Control Act of 1986, Pub L. No. 99-603, 100 Stat. 3359.

(o) Executive Order 11246 of September 24, 1965 entitled, "Equal Employment Opportunity," as

amended by Executive Order 11375 of October 13, 1967, and as supplemented in Department of Labor

regulations, 41 C.F.R. Part 60. (All construction contracts awarded in excess of $10,000 by Federal

grantees and their contractors or subcontractors.)

(p) Copeland "Anti-Kickback" Act, 18 U.S.C. § 874, as supplemented in Department of Labor

regulations at 29 C.F.R. Part 3. (All contracts and subgrants for construction or repair.)

(q) Davis-Bacon Act, 40 U.S.C. §§ 276a to 276a-7, as supplemented by the Department of Labor

regulations at 29 C.F.R. Part 5, and HUD regulations at 24 C.F.R. 941.610(a)(8)(vi) or successor

provisions. The provisions of 24 C.F.R. Part 70, as they may be amended from time to time, will apply to

the use of volunteers for activities covered by Section 12 of the United States Housing Act of 1937. In

addition, if funds from other Federal programs are used in construction of the Project, the Developer

agrees to comply with all applicable requirements of such programs relating to labor standards. The

Developer shall comply with the policies, guidelines, and requirements of OMB Circular numbers A-110

and A-122, as they relate to the acceptance and use of federal funds and to 24 C.F.R. part 85, to the

extent applicable.

(r) Sections 103 and 107 of the Contract Work Hours and Safety Standards Act, 40 U.S.C.

Sections 327-330 (as re-codified at 40 U.S.C. Sections 3701-3703), as supplemented by Department of

Labor regulations at 29 C.F.R. Part 5.

27

(s) Executive Orders 11625 (as amended by Executive Order 12007), 13170, 12432, and 12138

(as amended by Executive Order 12608). Consistent with HUD's responsibilities under these Orders, the

Developer must make efforts to encourage the use of minority and women's business enterprises in

connection with the construction of the Project.

(t) The cost principles of OMB Circular A-87.

(u) The audit requirements of OMB Circular A-133

(v) The Developer shall not discriminate or permit discrimination against any person or group of

persons on the grounds of race, color, religious creed, age, marital status, national origin, ancestry, sex,

gender identity or expression, status as a veteran, intellectual disability, mental disability or physical

disability, including, but not limited to, blindness, unless it is shown by such contractor that such

disability prevents performance of the work involved, in any manner prohibited by the laws of the

United States or of the State of Connecticut; and the Developer further agrees to take affirmative action

to insure that applicants with job-related qualifications are employed and that employees are treated

when employed without regard to their race, color, religious creed, age, marital status, national origin,

ancestry, sex, gender identity or expression, status as a veteran, intellectual disability, mental disability

or physical disability, including, but not limited to, blindness, unless it is shown by such contractor that

such disability prevents performance of the work involved.

(w) Any other Federal, state or local law, regulation, rule or ordinance applicable to the Project.

Until the Development Plan is adopted and implemented, and until funding is identified and

secured, the parties hereto cannot know to what extent the Project shall be subject to usual HUD

requirements, nor can they know what requirements may apply in the future as the Project proceeds.

The parties generally recognize that unless the Authority provides federal funds to the Developer,

federal requirements that accompany such funding will not be applicable. Any provision of this

Agreement notwithstanding, the parties intend that there should be no more involvement by HUD in

the Project than is legally required.

ARTICLE XX – CONFLICT OF INTEREST.

20.01. Conflicts of Interest. The Developer and the Authority acknowledge that 2 C.F.R. Part 200

or successor regulations, which apply to the Authority, does not apply to the Developer. No employee,

officer, or agent of the Authority shall participate in selection, or in the award or administration of a

contract supported by Federal funds if a conflict of interest, real or apparent would be involved. Such a

conflict would arise when (a) the employee, officer or agent, (b) any member of his or her immediate

family, (c) his or her parents or (d) an organization that employs, or is about to employ, any of the

foregoing, has a financial or other interest in the firm selected for the award. The Authority's and the

Developer's officers, employees or agents will neither solicit nor accept gratuities, favors or anything of

monetary value from contractors. The Authority may set minimum rules where the financial interest is

not substantial or the gift is an unsolicited item of minimal intrinsic value. To the extent permitted by

State or local law or regulations, such standards or conduct will provide for penalties, sanctions, or other

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disciplinary actions for violations of such standards by the Authority's and the Developer's officers,

employees, or agents or by contractors or their agents. HUD may in regulation provide additional

prohibitions relative to real, apparent or potential conflicts of interest.

Neither the Authority, the Developer nor its contractors shall enter into any contract,

subcontract or agreement in connection with the Project in which any member, officer or employee of

the Authority, or any member of the governing board of the locality in which the Project is situated, or

any member of the governing body of the locality in which the Authority was activated or in any other

public official of such locality or localities who exercises any responsibilities or functions with respect to

the Project during such person's tenure or for one year thereafter has any interests, direct or indirect.

If any such present or former member, officer, or employee of the Authority, or any such

governing body member or such other public official of such locality or localities involuntarily acquires or

had acquired prior to the beginning of such person's tenure any such interest, and if such interest is

immediately disclosed to the Authority and such disclosure is entered upon the minutes of the

Authority, the Authority, with the prior approval of HUD, may waive the prohibition; provided that any

such present member, officer or employee of the Authority, shall not participate in any action by the

Authority relating to such contract, subcontract or arrangement.

No member, officer or employee of the Authority, no member of the governing body of the

locality in which the Project is situated, no member of the governing body of the locality in which the

Authority was activated, and no other public official of such locality or localities who exercises any

functions or responsibilities with respect to the Project, during his tenure or for one year thereafter shall

have any interest, direct or indirect, in the Project or the proceeds thereof.

In addition to those requirements specifically set forth in this Section 20.01, the Authority, the

Developer and their respective officers, employees, agents and/or contractors shall comply with all

applicable Federal and Connecticut laws and regulations governing conflicts of interest.

20.02. Waiver of Conflict. The Authority may, at its option, approve a waiver of any conflict

described in Section 20.01. Such waivers shall be granted within the scope of the statutes and applicable

regulations and policies governing the Authority and the Project. Such a waiver must be requested by

the Developer and a proposed method of treating the conflict must be reviewed and approved by the

Authority. The Developer shall take all appropriate steps reasonably possible to identify conflicts on the

part of its team members and subcontractors and to propose methods for treating these conflicts prior

to the execution of this Agreement. Similarly, the Authority will take any steps it deems appropriate to

consider the waiving of conflicts identified by the Developer that are brought to the Authority's

attention.

20.03. 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

Agreement or to any benefit to arise from it.

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20.04. Limitation of Payments to Influence Certain Federal Transactions. The Limitation of Use

of Appropriated Funds to Influence Certain Federal Contracting and Financial Transactions Act, 31 U.S.C.

§ 1352, provides, in part, that no appropriated funds may be expended by recipient of a federal

contract, grant, loan, or cooperative agreement to pay any person, including the Authority and the

Developer, for influencing or attempting to influence an officer or employee 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.

20.05. Authority Policies. The Authority Fraud Policy and the HACH Ethics and Conflicts of

Interest Policy are hereby incorporated into this Agreement. Developer shall comply with their

provisions as applicable. Copies of the policies are available upon request.

20.06. Certification. The Developer agrees to execute the Certification Regarding Lobbying,

attached hereto as Exhibit I.

ARTICLE XXI – NO LIENS; NO ASSIGNMENT.

21.01. Liens and Encumbrances. Neither the Developer nor any Owner Entity shall place, or

allow to be placed, any lien or encumbrance on the ground, structures or any improvements on a

Project site owned by the Authority, or any portion thereof, including any lien for work or labor done or

materials furnished prior to the execution of a ground lease(s) and, thereafter, no liens or encumbrances

other than a mortgage or other financing instrument permitted by the ground lease(s) shall be placed or

allowed to be placed on a Project site by or on behalf of the Developer or an Owner Entity. In

furtherance of the foregoing, the Developer shall provide/ or cause its subcontractor to provide, in form

satisfactory to the Authority, performance and payment bonds for 100% of the contract amount which

shall name the Authority as a dual obligee.

21.02. Discharge. If any mechanic's, laborer's, or materialman's lien shall at any time be filed

against the Project or any part thereof, the Developer or the applicable Owner Entity, shall take all

necessary action to cause such lien to be discharged of record by payment, deposit, lien bond transfer,

order of court of competent jurisdiction or otherwise in accordance with and in conformance with the

time periods for responding under Connecticut construction lien laws. The Developer or such Owner

Entity shall notify the Authority in writing of its action to either satisfy or contest the lien and, if

contested, of the matter's status on a monthly basis until concluded. If the Developer or such Owner

Entity shall fail to cause such lien to be discharged by failing to follow any and all prescribed remedies

afforded it under Connecticut construction lien laws, then, in addition to any other right or remedy, the

Authority may, but shall not be obligated to, discharge the same either by paying the amount claimed to

be due or by procuring the discharge of such lien by deposit or by bonding. Any amount so paid by the

Authority and the costs and expenses incurred by the Authority in connection therewith, shall be

payable by the Developer or Owner Entity and shall be paid by the Developer to the Authority on

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demand. The Owner Entity shall be the party responsible for discharging any such liens and the expense

of discharging the lien(s) shall be a Project expense.

21.03. Consent.

(a) Implied Consent. Nothing contained in this Agreement shall be deemed or construed in any

way as constituting the Authority's implied authorization, consent or request to any contractor,

subcontractor, laborer or materialman, architect, or consultant, for the construction or demolition of

any improvement, the performance of any labor or services or the furnishing of any materials for any

improvements, alterations to or repair of the Project or any part thereof.

(b) Reasonableness. In any request, approval, consent or other determination by any party

required under this Agreement, the party shall act reasonably, in good faith and in a timely manner

unless a different standard is explicitly stated.

(c) General. Wherever in this Agreement the consent, approval, agreement or joinder of, or

acceptance by, either party is required or desired, such consent, approval, agreement or joinder or

acceptance shall not be unreasonably withheld, delayed or conditioned.

21.04. Assignment. The Developer shall not assign, subcontract or transfer any services,

obligations, or interests in this Agreement without the prior written consent of the Authority. Such

consent shall not be unreasonably withheld when such assignment is for financing the Development

Services. Notwithstanding the foregoing, the prohibition against assignment, subcontracting or transfer

of services, obligations or interests set forth in this Section shall not be applicable to a Developer

Affiliate, the Management Agent, as defined in Article XXV below, or to the performance of Construction

Services listed in Exhibit E hereto, which are intended to be assigned and/or subcontracted to a

Developer Affiliate or acceptable third-party.

ARTICLE XXII - WRITTEN MATERIALS AND PUBLIC STATEMENTS.

The parties agree to cooperate and consult with each other regarding any public statements or

publication made regarding the Project. The Developer shall provide the Authority with drafts of any

written material prepared in connection with the Project for a government agency or other third-party

prior to submission. The Developer shall revise such drafts in accordance with reasonable Authority

requests. In addition, the Developer shall provide the Authority with any changes to documents that

affect the activities or understandings reflected by this Agreement and final versions of all written

submissions.

ARTICLE XXIII – FORCE MAJEURE.

Notwithstanding anything to the contrary set forth elsewhere in this Agreement, if the

Developer is delayed at any time in the progress of the work by (i) any acts or failures to act by the

Authority, HUD or any governmental agency or entity and such delay is not attributable in any way to

the Developer or Owner Entity; or (ii) by any suits filed by third parties concerning or arising out of this

Agreement; (iii) strikes; (iv) judicial action initiated by a third-party; or (v) by labor disputes, weather of

31

unusual severity, fire, unusual delay in deliveries, unavoidable casualties or by delay authorized by the

Authority pending arbitration, then all dates by which performance is to be completed shall be extended

for such reasonable times as the Authority and the Developer may mutually determine.

ARTICLE XXIV – MISCELLANEOUS.

24.01. Notices; Contact.

(a) All notices, requests, demands, approvals, or other formal communications given hereunder

or in connection with this Agreement shall be in writing and shall be deemed given when actually

received or two business days after being sent by registered or certified mail, return receipt requested,

postage prepaid, addressed as follows:

If to the Authority: Housing Authority of the City of Hartford

180 John D. Wardlaw Way

Hartford, CT 06106

Attention: Annette Sanderson

[If to the Developer:

Attention: ]

(b) Each party will designate a contact person for all general communications during the term of

this Agreement, which may be changed by either party by written notice to the other party in the

manner set forth above. Until further notice, the contact persons will be those individuals identified in

Section 24.01(a).

24.02. Counterparts. This Agreement may be executed in counterparts and all such counterparts

shall be deemed to be originals and together shall constitute one and the same instrument.

24.03. Further Assurances. Each party shall execute such other and further documents as may

be reasonably necessary or proper for the consummation of the transactions contemplated by this

Agreement.

24.04. Interpretation and Governing Law. This Agreement shall not be construed against the

party who prepared it but shall be construed as though prepared by both parties. This Agreement shall

be construed, interpreted, and governed by the laws of the State of Connecticut, and with respect to

any dispute hereunder, jurisdiction and venue shall lie with the courts of Hartford County, Connecticut.

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24.05. Severability. If any term or provision of this Agreement is declared by a court of

competent jurisdiction to be invalid or unenforceable such term or provision shall be deemed severed

from this Agreement and the remaining parts shall continue in full force as though such invalid or

unenforceable term or provision had not been part of this Agreement.

24.06. Parties Bound. No officer, director, shareholder, employee, agent, or other person

authorized to act for and on behalf of either party shall be personally liable for any obligation, express or

implied, hereunder.

24.07. Final Agreement. This Agreement constitutes the final understanding and agreement

between the parties with respect to the subject matter hereof and supersedes all prior negotiations,

understandings and agreements between the parties, whether written or oral. This Agreement may be

amended, supplemented or changed only by a writing signed or authorized by or on behalf of the party

to be bound thereby.

24.08. Waivers. No delay or omission by either party to insist upon the strict performance of

any of the other party's obligations under this Agreement or to exercise any right or remedy available

hereunder shall impair any such right or remedy or constitute a waiver thereof in the event of any

subsequent occasion giving rise to such right or availability or remedy or obligation, whether of a similar

or dissimilar nature.

24.09. Successors. The terms, covenants, agreements, provisions, and conditions contained

herein shall bind and inure to the benefit of the parties hereto, their successors and assigns; provided

that the Developer may not assign its interests in this Agreement without the prior written consent of

the Authority.

24.10. Subcontracts. The Developer will cause all applicable provisions of this Agreement to be

inserted in all contracts with third parties and subcontractors.

24.11 Youth and Resident Contact.

Developer represents that it has appropriate hiring policies and screening procedures for

employees who will be working with youths and public housing residents.

Developer shall permit the Authority to review Developer’s hiring policies and screening

procedures for employees who will be working with youths and public housing residents.

The Authority may terminate this agreement if (i) Developer’s performance includes working

with youths and public housing residents; (ii) the Authority determines that Developer’s hiring policy is

not appropriate; and (iii) Developer fails to promptly modify its hiring policy.

ARTICLE XXV – DEFINITIONS.

33

Capitalized terms used herein shall have the meanings set forth below. If any term definition

below conflicts with the term as defined in the body of this Agreement, the definition in the body of this

Agreement shall be controlling.

"Authority Affiliate" means an affiliate or instrumentality of the Authority.

"Closing" means the initial financial closing of the Project, not including the closing of any permanent

financing which may occur after the initial financial closing.

"Developer Guarantees" means the Developer's guarantee to the Authority of the lien free completion

of the construction of the Project in material compliance with the Development Schedule and the

Development Budget and all other guarantees provided by the Developer as required by the LIHTC

investor, where applicable, including but not limited to a development deficit guarantee, construction

guarantee, and stabilization guarantee.

"Development Budget" means the development budget prepared for the Project, by the Developer and

approved by the Authority not later than [____________].

"Environmental Laws" means any present or future federal, state or local law, ordinance, rule,

regulation, permit, license or binding determination of any governmental authority relating to, imposing

liability or standards concerning, or otherwise addressing the environment, health or safety, including

those relating to the use, exposure, release emission, discharge, generation, manufacture, sale,

transport, handling, storage, treatment, reuse, presence, disposal or recycling on hazardous substances

and other pollutants and contaminants. The term includes, but is not limited to: the Comprehensive

Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 9601 et seq. (“CERCLA”); the

Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq. (“RCRA”); the Toxic Substances

Control Act, 15 U.S.C. Section 2601 et seq. (“TOSCA”); the Hazardous Materials Transportation Act, 49

U.S.C. Section 1801 et seq.; the Clean Air Act, 42 U.S.C. Section 7401 et seq.; and the Clean Water Act,

33 U.S.C. Section 1251 et seq. (the “Clean Water Act”) and any so-called “Superfund” or “Superlien” law;

and the Occupational Safety and Health Act, 29 U.S.C. Section 651 et seq. (“OSHA”).

"Event of Infeasibility" means the inability of the parties to agree to amend a particular Development

Plans within one-hundred-twenty (120) calendar days after the Developer provides the Authority with

written notice that a Development Contingency has occurred.

"Hazardous Materials" means any solid, liquid, or gaseous material, chemical, element, waste or

substance that is regulated by a federal, state or local governmental authority, or the presence of which

requires notification, investigation or remediation under any Environmental Laws, and includes, without

limitation, those substances listed or defined as “hazardous substance” under CERCLA "hazardous

waste" or a "regulated substance" under RCRA, designated as a “hazardous substance” or listed

pursuant to the Clean Water Act, or otherwise classified as hazardous, dangerous or toxic under an

Environmental Law, and shall specifically include, without limitation: (a) petroleum, petroleum products

or derivatives or constituents thereof; (b) asbestos or asbestos-containing materials; (c) urea

formaldehyde foam insulation or urea formaldehyde foam insulation-containing materials; (d) lead-

34

based paint or lead-based paint-containing materials; (e) polychlorinated biphenyls or polychlorinated

biphenyl-containing materials; (f) radioactive materials; and (g) radon or radon-containing or producing

materials.

"HUD" means the United States Department of Housing and Urban Development.

"LIHTC" means low-income housing tax credits allocated pursuant to the Code.

"Management Agent" means [_____________, Inc., a ___________ corporation], pending approval of

the Authority, all lenders, CHFA, the LIHTC investor, where applicable, with which an Owner Entity

enters into a management agreement, until termination of the Operating Deficit Period.

"Plans" means any plans and specification, in whatever stage of finality that they may be, which were

developed for the Project.

"Pre-Development Costs" means third-party costs attributable to costs incurred in connection with the

pre-development of the Project and expenses in connection with the application for the LIHTC, where

applicable, provided for in the approved predevelopment budget attached hereto as Exhibit J, as it may

be amended, or in any subsequent predevelopment budget agreed to by the parties, which, however,

shall reflect a sharing of the costs in the following manner: 75% to the Developer 25% to the Authority.

"Qualified Allocation Plan" means the plan adopted by the CHFA describing the process of applying for

tax credits, persons and types of rental property that are eligible and rules for constructing and

operating developments financed by tax credits.

"Section 3" means Section 3 of the Housing and Urban Development Act of 1968, 12 U.S.C. § 1701(u).

[Signature Page Follows]

35

SIGNATURE PAGE TO MASTER DEVELOPMENT AGREEMENT

HOUSING AUTHORITY OF THE CITY OF HARTFORD

By: __________________________

Annette Sanderson, Executive Director

[DEVELOPER]

By: ________________________

Its: ________________________

36

EXHIBIT A - DEVELOPER SERVICES

Subject to the approval of the Authority, Developer shall:

1. Prepare the Development Plan and assist the Authority in the preparation of funding

applications and disposition requests to be submitted to HUD, including engagement

of architects, engineers and other professionals to provide certain plans,

specifications and other items which constitute the Development Plan.

2. Arrange for any physical needs assessment in compliance with all HUD regulations

necessary for the Project.

3. Arrange for a market analysis and feasibility study for the Project.

4. Engage an appraiser, surveyor, for the Project.

5. Request and complete applications for any required HUD approvals for demolition,

disposition, acquisition, and environmental clearance and remediation activities as

applicable.

6. Develop and implement plans to encourage participation in the Project of Section 3

residents, Section 3 small business concerns, MBEs and WBEs. All such plans shall be

submitted to the Authority for its review and approval.

7. Provide the Authority prior notice of, and reasonable opportunity to attend, any

meeting regarding the Project with any governmental entity, city council

representative, mayor's office representative, community group, surrounding

neighborhood organization, or residents, and copying the Authority on all

correspondence with the same.

8. Participate in team meetings regularly scheduled by the Authority, and submit regular

progress reports in such formats and media as the Authority directs on the status and

schedule of the Project.

9. Cause the Project to proceed and close in accordance with the Development Schedule

and the Development Budget.

10. Assure that all Project activities performed shall be provided in accordance with

generally accepted standards for quality development and construction of affordable

housing in the City of Hartford, Connecticut.

37

11. Furnish the skill and judgment necessary to perform the Development Services in a

quality, expeditious and economical manner consistent with the best interests of the

Project.

12. Perform such other Developer Services which are necessary for the Project.

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EXHIBIT B - FINANCING SERVICES

The Developer shall be responsible for arranging all project financing, including without

limitation, all funding for necessary infrastructure, buildings, landscaping and related site improvements.

On or before [_______ ___, 2019] the Developer shall prepare for the Authority's review and approval

of an overall plan for the financing and equity investment necessary for the revitalization of the Project

("Financing Plan"). The Financing Plan shall set forth, inter alia, the debt and equity to be raised, the

sources for all funds and expected uses. It is expected that such financing will include 9% competitive

LIHTCs, and 4% LIHTCs at a minimum.

In addition, Project financing will combined with an issuance of Tax-Exempt Bonds, conventional

financing, and such other sources of funds (including local government contributions) as necessary to

fund the completion the Project. Such sources may include Authority funds, mortgage financing (based

on rent structure that can be supported), local commitments including the Developer or other third-

party funds to cover predevelopment planning (to include but not necessarily be limited to the

development of the schedule of tasks to refine, finalize and implement the development program).

Once the Financing Plan is approved by the Authority, the Developer shall be responsible for its

implementation. Such implementation shall include the following, subject to approval by the Authority:

1. Applying for and obtaining from issuing agencies such tax-exempt bond volume cap and

LIHTCs as necessary to (a) attract equity investments; (b) ensure such allocations are

preserved through the closing and (c) ensure the making of such equity investments.

2. Obtaining legal counsel for tax credit syndication and/or bond issuance, the cost of which

shall be a Project expense.

3. Applying for and obtaining all financing necessary to implement the Development Plan. The

Authority shall assist the Developer in all such endeavors. Developer will use due diligence

and careful attention to meet funding opportunity deadlines. Any third-party cost of

pursuing such funding shall be a Project expense; provided that such expense is included in

the approved Development Budget.

4. Developer shall be responsible for recruiting, and both the Developer and Authority shall

select the LIHTC investor(s) for the Project, and shall seek pricing from no fewer than six (6)

reputable LIHTC investors for any LIHTC allocation, including any LIHTC investors

recommended by the Authority. The Authority shall have the right to review and approve all

solicitation packages, investor proposals and letters of intent, and may disapprove a

potential respondent identified by the Developer in writing specifying the grounds of

disapproval, which shall not be arbitrary or capricious. The Authority may recommend to the

Developer one or more additional potential respondents from which proposals should be

solicited and the Developer shall solicit proposals from such potential respondents. Prior to

selecting a LIHTC investor for the Project, the Developer will provide the Authority with

letter of intent for review and approval prior to execution. The Developer shall be primarily

39

responsible for the preparation of the package to be presented to potential investors. The

Developer and the Authority shall review and comment on all LIHTC investor responses and

participate in any interviews. The Developer will consult with the Authority regarding the

Developer's assessment of proposals received, and will jointly select an investor based on

demonstrated competitiveness of the selected proposal under then-current market

conditions in terms of pricing and related terms and conditions, including pay-in schedule,

required guaranties, and bridge financing, and demonstrated reliability of performance in

comparable transactions.

The Authority may disapprove a LIHTC investor selected by the Developer in writing

stating the grounds of disapproval which shall be delivered to the Developer not later than

ten (10) business days after the Authority's receipt of the Developer's notice of selection;

the ground for such disapproval shall not be arbitrary or capricious. If the Authority and the

Developer are unable to resolve the Authority's disapproval of a proposed LIHTC investor

within ten (10) business days after the Developer's receipt of the Authority's notice of

disapproval thereof, the Developer shall select an alternative LIHTC investor, which selection

shall be subject to review and disapproval by the Authority in accordance with the foregoing

provisions. If the Authority fails to submit written disapproval to the Developer within ten

(10) business days after the Authority's receipt of the Developer's notice of selection, the

Developer shall be permitted to proceed with such investor. If the Developer shall

determine that no proposal received in response to its solicitation is acceptable (or, in the

event that the Authority disapproves all LIHTC investors selected by the Developer, if the

Developer determines that no other proposal received in response to its solicitation is

acceptable), the Developer shall resolicit proposals from the same or additional respondents

in accordance with the foregoing procedures. In connection with the tax credit investment,

the Developer shall not be required to provide any guarantees beyond those customary in

the current market for tax credit investments.

The Developer shall ensure that the selected LIHTC investor understands the

Development Plan and the Developer's exit as set forth in Sections 5.01 and 5.02 of this

Agreement.

The Developer shall consult with the Authority regarding the terms of any tax credit

investment and obtain the Authority's consent to any terms which may impact the Authority

as the managing general partner. Such terms would include payment of future cash flow,

operating guarantees, and any options or right of first refusal.

5. Obtaining all construction financing for the Project including any public funding.

6. Obtaining all permanent financing for the Project, including public funding.

40

7. Obtaining all necessary funding or financing for infrastructure improvements, including

seeking assistance from the City of Hartford and other governmental agencies to pay for all

or a portion of the water, sewer, paving, grading and other infrastructure improvements.

8. Maintaining all Project books of account and financial records in accordance with lender and

LIHTC investor requirements, and the filing of required reports with funding agencies (prior

to withdrawal from the partnership or company by the Developer).

9. Preparing and submitting to the Authority such financial reports relating to the Project as

the Authority may reasonably request.

10. Performing such other Financing Services as may be requested by the Authority or are

otherwise reasonable and necessary in connection with the Project.

41

EXHIBIT C DESIGN - PLANNING SERVICES

Subject to approval by the Authority, the Developer shall, or cause a Subcontractor to perform

the following:

1. Provide for demolition and/or related environmental remediation with all costs (if not

competitively bid, and to the extent deemed reasonably necessary by the Authority)

confirmed by an independent cost estimator hired by the Authority (as a project cost) who

will use local cost standards for all costs which the Authority will use as a basis for approving

such costs (i.e., inclusive of general conditions, overhead and profit).

2. Oversee all Master Planning Services for the Project. The Master Planning Services shall, to

the extent applicable, include:

a. Collect existing site data as required for adequate due diligence and in

support of design services, such as, survey, geotechnical, topographical,

ownership of adjacent properties, etc.

b. Coordinate master grading, street abandonments or dedications and

construction of private utilities.

c. Conduct regular planning meetings with the professional consultants on the

revision of the Development Plan.

d. Prepare alternative development plans and present them to the Authority for

their review and selection of the best approach.

e. During the preparation period for the Development Plan, meet (in person or

by telephone) at least biweekly, or as otherwise agreed, with the Authority,

and from time to time as may be reasonably necessary for the successful

development of a Development Plan, with the residents, the surrounding

neighborhood organizations and others the Authority requests to present the

revised plan and obtain feedback.

f. Make revisions to the Development Plan, based upon community input and

as required by comments from regulatory and permitting agencies reviewing

said plans, secure final approval from the Authority and use the revised

Development Plan going forward to revitalize the Project.

g. Prepare and submit a preliminary site plan to the City of Hartford for

approval.

3. Prepare all budgets, schedules and contracts, including those with the architect, contractors

and other parties working on the Project. All such budgets, schedules and contracts shall be

subject to the review and approval of the Authority.

4. Prepare a solicitation strategy for, identify and negotiate a contract with the architect with

the advice and consent of the Authority.

42

5. Identify and negotiate contracts with such architects, engineers, General Contractor,

General Sub-Contractor (if applicable), materials suppliers and other contractors,

subcontracting professionals and consultants as may be necessary to carry out the Project.

6. Apply for and obtain all permits (including building and construction permits), licenses,

easements and approval necessary for the physical improvements contemplated by the

Project and maintain in full force and effect any and all such permits and approvals.

7. Prepare and submit all design documents (as defined by AIA document A-201, B-108, or

other AIA form document(s) deemed applicable by the parties), and development plans,

critical path schedules, cost estimates, budgets, schedules, specifications, life cycle analysis

and design and development documents to the Authority for review and approval. The

Authority shall review and approve in writing the schematic design documents which shall

include the elevations, floor plans and outline specifications. The Authority shall also review

and approve in writing the design development phase and the construction documents

phase prior to issuance of the construction work for bidding purposes.

8. On an ongoing and timely basis, advise the Authority as to the status of the processing of all

applications necessary to obtain all governmental approvals required for the Project. Advise

the Authority as to any material hearings or meetings regarding the Project with sufficient

advance notice to enable the Authority to attend such hearings.

9. Monitor the performance of all persons and entities that are to provide Design Services to

the Project and take such actions as are necessary to maintain adherence to quality

standards, the Development Budget and the Development Schedule.

10. Monitor the approved Development Budget. The Developer shall develop and submit to the

Authority monthly cash flow reports and forecasts showing actual costs for activities in

process and estimates for uncompleted work. Monitor, review and certify draw schedules.

11. Submit written design and development progress reports to the Authority monthly, in such

form as may be reasonably required, including all reports as may reasonably be requested

by Authority and which are of a nature generally requested or expected of construction

managers or similar owner's representatives on similar projects.

12. Complete all tasks in accordance with ADA/UFAS, and all other HUD requirements pertinent

to the Project.

13. Perform all such other Design Services which are necessary in connection with the Project.

43

EXHIBIT D - SITE PREPARATION SERVICES

Subject to the approval of the Authority, the Developer shall, or shall cause a Subcontractor to perform

the following:

1. Prepare complete site preparation analysis, design and technical specifications

services through the completion of construction documents and a project manual

that includes agreements, general requirements and technical specifications.

2. Undertake all necessary site preparation, environmental studies, including test

borings, soil samples, geotechnical analysis and other similar investigations in

connection with the Project, and remediation, removal and/or abatement of hazards

on the Project sites.

3. Perform negotiation services and retain a contractor to perform the proposed

construction scope of work and provide contract administration services for this work

in conformance with standards and recommendations described in the civil

engineering drawings and other applicable site construction documents.

4. Clear and otherwise preparing the Project sites as necessary to perform its

obligations hereunder.

5. Oversee all demolition and/or rehabilitation of the buildings and infrastructure as

necessary to implement the Development Plan. At the Authority's discretion, the

Developer shall, or shall cause a subcontractor to oversee and complete the

demolition/rehabilitation of the buildings and infrastructure of the Project either as a

Project expense or as an Additional Service, as the parties may agree in light of

available financing and cost control requirements. Such work shall include:

(a) Debris removal and securing of units prior to demolition

(b) Solicitation, award and execution of demolition and site clearance contracts

which include:

a. removal of fences, steps, sidewalks, etc.;

b. demolition and removal of debris to a landfill approved by the Authority;

c. removal of all subsurface materials including footings and foundations;

d. placement of engineered backfill in each hole created by the demolition;

e. seeding of each vacant lot created by the demolition; and

f. asbestos and lead-based paint abatement as applicable.

(c) If not already selected by the Developer and approved by the Authority as part of

the Developer's Qualification Submission Document, procure

Engineering/Environmental consultants, acceptable to the Authority, and

44

supervise such consultants to prepare demolition plans and specifications. This

will consist of:

a. Preparing initial Phase I and II Environmental Assessment Report

concerning any questionable environmental condition on the site, which

findings are reasonably concurred in by the Authority. This will include

test borings, soil samples and geotechnical analysis.

b. Supervise performance of any action responsive to environmental

findings and required by applicable Environmental Laws.

c. Monitor environmental abatement activities in accordance with, as

applicable, HUD and the Authority requirements and submit applicable

reports to proper Authorities.

d. Implement remedial actions as recommended in Phase I and Phase II

environmental assessment reports.

e. Supervise geotechnical consultants to perform the evaluation of all land

identified for Project and provide reports to the Authority.

(d) Prepare complete site preparation analysis, design and technical specifications

services through the completion of construction documents and a project manual

that includes agreements, general requirements and technical specifications.

(e) Perform negotiation services and retain a contractor to perform the proposed

construction scope of work and provide contract administration services for this

work in conformance with standards and recommendations described in the

Phase I Geotechnical Report.

(f) Perform the removal, abandonment and relocation of on-site utilities as required

facilitating the construction of the Project.

The foregoing demolition and environmental remediation shall be performed as a

Project expense and the Developer will bid the demolition work or have its proposed

contractor perform the work with all costs confirmed by an independent cost estimator

hired by the Authority (as a project cost) who will use local cost standards for all costs

which the Authority will use as a basis for approving such costs (i.e., inclusive of general

conditions, overhead and profit).

6. Verify utility locations based on plats and coordinate site preparation requirements

with utility systems and providers for water, wastewater, storm water, natural gas,

electricity and telecommunications.

7. Obtain all necessary construction and/or temporary easements, rights of entry and

any other approvals required for the Project and infrastructure.

45

8. Design and construct all infrastructure, including roadways, sidewalks, curbs, gutters

and underground utilities necessary for the Project and satisfy all Authority

requirements for the infrastructure to be dedicated and accepted by the City of

Hartford.

9. Perform all such other Site Preparation Services which are necessary in connection

with the Project.

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EXHIBIT E - CONSTRUCTION SERVICES

Subject to the approval of the Authority, the Developer shall, or shall cause its Subcontractor to

perform the following:

1. Prepare all construction plans, budgets, schedules and contracts, including those with

the architect, contractors and other parties working on the Project. All such plans,

budgets, schedules and contracts and any material change thereto shall be subject to

the review and approval of the Authority. All site plans submitted must include: (i)

positioning of all improvements; (ii) identification of set-backs from lot lines; (iii)

grading plans; (iv) drainage plans; and (v) utility locations. The Construction Plans and

all revisions and modifications thereto, shall be certified by an architect duly

registered under the laws of the State of Connecticut. The Construction Plans must

conform to all applicable legal requirements, including the City of Hartford’s

ordinances, all Environmental Laws, the Uniform Building Code, the Uniform Fire

Code and the Fair Housing Act.

2. Supervise the General Contractor and General Sub-Contractor (if applicable). Prepare

and negotiate a contract to be entered into between the General Contractor and the

General Sub- Contractor (if applicable) and between the Owner Entity and the

General Contractor.

3. Select the architect and prepare bidding package strategy all with the advice and

consent of the Authority.

4. Select the construction contractor or construction manager (at risk) with the advice

and consent of the Authority and negotiate a construction contract.

5. Administer contracts with all architects, engineers, general contractors, materials

suppliers and other contractors, professionals and consultants. The Developer shall

place in all such contracts, provisions whereby each Subcontractor warrants its work

from any and all potential construction defects.

6. Apply for and obtaining all permits (including building and construction permits),

licenses, easements and approval necessary for the physical improvements

contemplated by the Project.

7. Prepare and submit all construction plans, critical path schedules, cost estimates,

budgets, schedules, specifications, life cycle analysis and design and construction

documents to the Authority for review and approval.

47

8. Submit suggestions or requests for changes to the Construction Plans which could in

any reasonable manner improve the design, efficiency or cost of the Project.

9. On an ongoing and timely basis, advise the Authority as to the status of the

processing of all applications necessary to obtain all governmental approvals required

for the Project. Advise the Authority as to any hearings regarding the Project with

sufficient advance notice to enable the Authority to attend such hearings.

10. Invite the Authority or its representative to all meetings with the construction

contractor, architect and other contractors. A representative, agent or employee of

the Authority shall be granted access to the Project site and access to the work in

progress. Any Authority employees, agents and representatives shall comply with the

directions of the Developer and construction site rules and shall use due care.

11. Cause the construction and completion of the Project in accordance with this

Agreement, the Development Schedule and the Development Budget.

12. Monitor the performance of all persons and entities that are to provide materials,

equipment or services to the Project and shall take such actions as are necessary to

maintain adherence to quality standards, safety standards, production schedules,

shipping dates, and job-site requirements.

13. Monitor the approved construction budget. The Developer shall develop and submit

to the Authority monthly cash flow reports and forecasts showing actual costs for

activities in process and estimates for uncompleted work. Monitoring, reviewing and

certifying construction draw schedules.

14. Submit written construction progress reports to the Authority monthly, in such form

as may be reasonably required.

15. Upon Substantial Completion, the Developer and the architect shall inspect the work

to determine and record the condition of the work. The Developer shall notify the

Authority of such inspection, and shall allow the Authority representatives to

accompany it on any such inspection. The Developer shall require the construction

contractor to replace or correct faulty work.

16. Require the General Contractor to provide to each Owner Entity in form satisfactory

to the Authority, insurance of the type and in the amount set forth on Exhibit H,

performance and payment bonds, and, upon completion, warranties of good title to

the work and workmanship. The warranties shall continue for a period of not less

than one year from the date of final acceptance of the work.

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17. The Developer will cause any contractor or construction manager that performs all or

any part of the construction work to take reasonable steps to minimize disruption of

the normal use of neighboring properties (including those belonging to Authority or

to parties related to Authority). The Developer shall cause any contractor that

performs all or part of construction work to take reasonable steps to avoid excessive

rubble or odors from construction work. Construction work shall be performed in

accordance with all applicable legal requirements. Construction work shall be

performed in good and workmanlike manner, free and clear of all mechanic's,

materialman's or similar liens and in accordance with good construction practices.

18. As a part of all construction work, the Developer shall equip any dwelling units or

cause the same to be equipped with all equipment and articles of personal property

necessary and appropriate for legal occupancy, including refrigerators and ranges,

washers and dryers all in accordance with the construction plans approved by the

Authority.

19. The Developer shall take and/or cause others to take reasonable precautions for the

safety of, and shall provide reasonable protection to prevent damage, injury or loss

to, employees and other persons on and off-site where construction activities are

underway. The Developer shall take reasonable precautions for the safety and

protection of the improvements, materials and equipment to be incorporated

therein, whether in storage on or off-site, under care, custody or control of the

Developer, contractors or any subcontractor. The Developer shall further take

precautions to protect the property of the Authority or others, whether or not

forming part of the improvements, located at a construction site or adjacent thereto

in areas to which the Developer has access.

20. Establish and implement appropriate administrative and financial controls for the

design and construction of the Project, including, but not limited to:

(a) participating in conferences and rendering such advice and assistance as will

aid in developing economical, efficient and desirable designs and

construction procedures in connection with the Project;

(b) reviewing all requests for payment under any architectural agreement,

general contractor's agreement or loan agreements with any lending

institutions providing funds for the benefit of the Authority for the design or

construction of the Project;

(c) complying with all terms and conditions applicable to the Project contained

in any governmental permit or approval required or obtained for the lawful

construction or operation of the Project or in any insurance policy affecting

or covering the Project, or in any surety bond obtained in connection with

the Project;

49

(d) furnishing such consultation and advice relating to the Project as may be

reasonably requested from time to time by the Authority;

(e) giving or making approvals and payments provided for in the agreements

with any architect, general contractor, or other contractor, professional or

consultant retained for the Project;

(f) identifying local providers for development and construction services; and

(g) filling any notices of completion required or permitted to be filed upon the

completion of any Project and taking such actions as may be required to

obtain any certificates of occupancy or equivalent documents required to

permit the occupancy of units.

21. Perform all such other Construction Services which are necessary in connection with

the Project.

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EXHIBIT F - MANAGEMENT SERVICES

The Developer or Developer Affiliate will be responsible for the following:

1. Entering into a management agreement, including management policies, with

[_________________], pending approval by the Authority, CHFA, the LIHTC investor,

and lenders for management of the Project. The Management Agent shall be

responsible for insuring that all marketing and leasing activities are completed.

2. Creating and implementing a marketing and lease-up strategy for the Project to

ensure achievement of Stabilized Occupancy, to comply with all requirements of the

Authority, HUD, CHFA, and any other federal, state, or local requirements.

3. Developing and implementing marketing, re-occupancy, asset and property

management plans to ensure short-term and long-term viability of the Project.

4. All other services required to manage and maintain operation of an affordable

housing complex.

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EXHIBIT G - AUTHORITY RESPONSIBILITY

The Authority will be responsible for the following:

1. Upon agreement on all issues and documents with regard to the Project, undertaking

all necessary actions to secure or assist the Developer in securing the approval of the

Authority's Board of Directors, HUD or other governmental authorities for all activities

related to the Project.

2. Reviewing matters submitted by the Developer and advising the Developer, if

required, of the Authority's approval or why its approval is being withheld.

3. Assisting the Developer in meeting the MBE/WBE and Section 3 goals set forth in

Sections 2.03(f) and 7.01.

4. Applying for and obtaining any requisite HUD approval for the commitment of

project-based vouchers if applicable.

52

EXHIBIT H - INSURANCE

The Developer shall cause the appropriate entity to maintain and keep in force the following

insurance and list the Authority as additionally insured on all policies:

A. General Liability including bodily injury and property damage:

$2,000,000 General Aggregate Limit (Other than Products & Completed Operations)

$2,000,000 Products & Completed Operations Aggregate Limit

$1,000,000 Per Occurrence

$1,000,000 Personal Liability & Advertising Liability Insurance

$1,000,000 Fire/Legal Liability

$5,000 Medical Expense

B. Excess and Umbrella Liability:

$5,000,000 Per Occurrence

$5,000,000 Aggregate

C. Workers Compensation and Employers Liability:

At minimum – Comply with Connecticut Statutory Limits

D. Builders Risk:

(a) The Developer shall have "All Risk" insurance against loss or damage by fire, flood

and such other risks and matters, including without limitation, business interruption, rental loss,

and public liability. The amount of such insurance will not be less than 100% of the full

replacement value of the Project, including the cost of debris removal, without deduction for

depreciation.

(b) Endorsement: Designated Construction Project General Aggregate Limits.

E. Business Automobile Liability - $1,000,000

F. Professional Liability. The following contractors must be required to provide no less than

$2,000,000 of professional liability coverage:

(a) Engineers

(b) Architects; and

(c) Attorneys

53

G. To the extent prefabricated product(s) will be used, Riggers Liability in an amount appropriate

for the situation and agreed upon by the Authority in writing.

H. The Developer's insurance shall include the following:

1. Waiver of subrogation all liability policies.

2. Hold Harmless Agreement covering the Authority, and all successors and assigns,

commissions, officers, directors, agents, lessees, employees and authorized

representatives.

3. All Carriers should be "A" rated by AM Best, unless otherwise approved by the

Authority.

All policies of insurance (other than professional liability) must be made on an occurrence basis.

Developer shall pay all insurance deductibles, if any, or indemnify Authority from paying Developer’s

insurance deductibles, or both.

Developer agrees that the amount of insurance required does not, in any way, limit the liability of

Developer by virtue of its obligation to indemnify Authority, so that all claims resulting in a settlement or

judgment or other claim-related payment in excess of the coverage amounts required, if any, are the

sole responsibility of Developer to pay, to indemnify Authority from paying, or both.

Developer shall ensure that following phrase is placed by its insurer in the ACORD Certificate of

Insurance form’s comments section: “The Housing Authority of the City of Hartford is named as an

Additional Insured.”

Developer shall furnish Authority all insurance renewal certificates at least thirty (30) days prior to policy

expiration.

Developer shall maintain insurance coverage in full force for the duration of this contract, including

extensions or renewals. Developer’s cancellation or termination of insurance policies required by this

contract without immediate replacement is a default. Authority may cure such a default by procuring

insurance on behalf of Developer, at Developer’s expense.

Developer shall ensure that Developer’s insurer will provide Authority 30-days’ notice before

cancellation or decrease in coverage, of any insurance policy required.

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EXHIBIT I - CERTIFICATION REGARDING LOBBYING

The undersigned certifies, to the best of his or her knowledge and belief, that:

1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to

any person for influencing or attempting to influence an officer or employee of an agency, a Member of

Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection

with 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.

2. If any funds other than Federal appropriated funds have been paid or will be paid to 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 this

Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit

Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions.

3. The undersigned shall require that the language of this certification be included in the award

documents for all sub-awards at all tiers (including subcontracts, sub-grants, and contracts under grants,

loans, and cooperative agreements) and that all sub-recipients shall certify and disclose accordingly.

This certification is a material representation of fact upon which reliance was placed when this

transaction was made or entered into. Submission of this certification is a prerequisite for making or

entering into this transaction imposed by section 1352, Title 31, U.S. Code. Any person who fails to file

the required certification shall be subject to a civil penalty of not less than $10,000 and not more

than$100,000 for each such failure.

[DEVELOPER]

By: ________________

Its: ________________

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EXHIBIT J - PREDEVELOPMENT BUDGET

56

EXHIBIT K - APPROVED DEVELOPMENT TEAM MEMBERS

Developer Team Members:

Authority Team Members:

57

EXHIBIT L – MILESTONES [TBD]

Finalize MDA [___________]

Submission of 4% LIHTC Application [___________]

Submission of 9% LIHTC Application – October 31, 2019

Tax Credit and Bond Financing Secured

Complete PCNA

Complete NEPA Review

Civil Rights Review

Submission of HUD Financing Plan

Draft Loan and Equity Documents Circulated

Evidence of Debt and Equity Approval

Receive Permit Ready Letter

Finalize Loan, Equity, and HUD Documents

Permanent Rate Lock

Pre-Closing – Execute Escrow Agreement

Financial Closing/Conversion

Previous editions are obsolete Page 1 of 19 form HUD-5370 (11/2006) Replaces form HUD-5370-A ref Handbooks 7417.1 & 7485.3G

General Conditions for Construction Contracts - Public Housing Programs

U.S. Department of Housing and Urban Development Office of Public and Indian Housing OMB Approval No. 2577-0157 (exp. 01/31/2014)

Applicability. This form is applicable to any construction/development contract greater than $100,000.

This form includes those clauses required by OMB's common rule on grantee procurement, implemented at HUD in 24 CFR 85.36, and those requirements set forth in Section 3 of the Housing and Urban Development Act of 1968 and its amendment by the Housing and Community Development Act of 1992, implemented by HUD at 24 CFR Part 135. The form is required for construction contracts awarded by Public Housing Agencies (PHAs). The form is used by Housing Authorities in solicitations to provide necessary contract clauses. If the form were not used, HAs would be unable to enforce their contracts. Public reporting burden for this collection of information is estimated to average 1.0 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. Responses to the collection of information are required to obtain a benefit or to retain a benefit. The information requested does not lend itself to confidentiality. HUD may not conduct or sponsor, and a person is not required to respond to a collection of information unless it displays a currently valid OMB number.

Table of Contents

Clause Page Clause Page

1. Definitions 2 Administrative Requirements 2. Contractor’s Responsibility for Work 2 25. Contract Period 9 3. Architect’s Duties, Responsibilities and Authority 2 26. Order of Precedence 9 4. Other Contracts 3 27. Payments 9

Construction Requirements 28. Contract Modifications 10 5. Preconstruction Conference and Notice to Proceed 3 29. Changes 10 6. Construction Progress Schedule 3 30. Suspension of Work 11 7. Site Investigation and Conditions Affecting the Work 3 31. Disputes 11 8. Differing Site Conditions 4 32. Default 11 9. Specifications and Drawings for Construction 4 33. Liquidated Damages 12 10. As-Built Drawings 5 34. Termination of Convenience 12 11. Material and Workmanship 5 35. Assignment of Contract 12 12. Permits and Codes 5 36. Insurance 12 13. Health, Safety, and Accident Prevention 6 37. Subcontracts 13 14. Temporary Buildings and Transportation Materials 6 38. Subcontracting with Small and Minority Firms, Women’s

Business Enterprise, and Labor Surplus Area Firms 13

15. Availability and Use of Utility Services 6 39. Equal Employment Opportunity 13 16. Protection of Existing Vegetation, Structures, Equipment,

Utilities, and Improvements 6 40. Employment, Training, and Contracting Opportunities for

Low-Income Persons, Section 3 of the Housing and Urban Development Act of 1968

14

17. Temporary Buildings and Transportation Materials 7 41. Interest of Members of Congress 15 18. Clean Air and Water 7 42. Interest of Members, Officers, or Employees and Former

Members, Officers, or Employees 15

19. Energy Efficiency 7 43. Limitations on Payments Made to Influence 15 20. Inspection and Acceptance of Construction 7 44. Royalties and Patents 15 21. Use and Possession Prior to Completion 8 45. Examination and Retention of Contractor’s Records 15 22. Warranty of Title 8 46. Labor Standards-Davis-Bacon and Related Acts 15 23. Warranty of Construction 8 47. Non-Federal Prevailing Wage Rates 19 24. Prohibition Against Liens 9 48. Procurement of Recovered Materials 19

Previous editions are obsolete Page 2 of 19 form HUD-5370 (11/2006)

Replaces form HUD-5370-A ref Handbooks 7417.1 & 7485.3G

1. Definitions

(a) “Architect” means the person or other entity engaged by the PHA to perform architectural, engineering, design, and other services related to the work as provided for in the contract. When a PHA uses an engineer to act in this capacity, the terms “architect” and “engineer” shall be synonymous. The Architect shall serve as a technical representative of the Contracting Officer. The Architect’s authority is as set forth elsewhere in this contract.

(b) “Contract” means the contract entered into between the PHA and the Contractor. It includes the forms of Bid, the Bid Bond, the Performance and Payment Bond or Bonds or other assurance of completion, the Certifications, Representations, and Other Statements of Bidders (form HUD-5370), these General Conditions of the Contract for Construction (form HUD-5370), the applicable wage rate determinations from the U.S. Department of Labor, any special conditions included elsewhere in the contract, the specifications, and drawings. It includes all formal changes to any of those documents by addendum, change order, or other modification.

(c) “Contracting Officer” means the person delegated the au-thority by the PHA to enter into, administer, and/or terminate this contract and designated as such in writing to the Contractor. The term includes any successor Contracting Officer and any duly authorized representative of the Contracting Officer also designated in writing. The Contracting Officer shall be deemed the authorized agent of the PHA in all dealings with the Contractor.

(d) “Contractor” means the person or other entity entering into the contract with the PHA to perform all of the work required under the contract.

(e) “Drawings” means the drawings enumerated in the schedule of drawings contained in the Specifications and as described in the contract clause entitled Specifications and Drawings for Construction herein.

(f) “HUD” means the United States of America acting through the Department of Housing and Urban Development including the Secretary, or any other person designated to act on its behalf. HUD has agreed, subject to the provisions of an Annual Contributions Contract (ACC), to provide financial assistance to the PHA, which includes assistance in financing the work to be performed under this contract. As defined elsewhere in these General Conditions or the contract documents, the determination of HUD may be required to authorize changes in the work or for release of funds to the PHA for payment to the Contractor. Notwithstanding HUD’s role, nothing in this contract shall be construed to create any contractual relationship between the Contractor and HUD.

(g) “Project” means the entire project, whether construction or rehabilitation, the work for which is provided for in whole or in part under this contract.

(h) “PHA” means the Public Housing Agency organized under applicable state laws which is a party to this contract.

(j) “Specifications” means the written description of the technical requirements for construction and includes the criteria and tests for determining whether the requirements are met.

(l) “Work” means materials, workmanship, and manufacture and fabrication of components.

2. Contractor’s Responsibility for Work

(a) The Contractor shall furnish all necessary labor, materials, tools, equipment, and transportation necessary for performance of the work. The Contractor shall also furnish all necessary water, heat, light, and power not made available to the Contractor by the PHA pursuant to the clause entitled Availability and Use of Utility Services herein.

(b) The Contractor shall perform on the site, and with its own organization, work equivalent to at least [ ] (12 percent unless otherwise indicated) of the total amount of work to be performed under the order. This percentage may be reduced by a supplemental agreement to this order if, during performing the work, the Contractor requests a reduction and the Contracting Officer determines that the reduction would be to the advantage of the PHA.

(c) At all times during performance of this contract and until the work is completed and accepted, the Contractor shall directly superintend the work or assign and have on the work site a competent superintendent who is satisfactory to the Contracting Officer and has authority to act for the Contractor.

(d) The Contractor shall be responsible for all damages to persons or property that occur as a result of the Contractor’s fault or negligence, and shall take proper safety and health precautions to protect the work, the workers, the public, and the property of others. The Contractor shall hold and save the PHA, its officers and agents, free and harmless from liability of any nature occasioned by the Contractor’s performance. The Contractor shall also be responsible for all materials delivered and work performed until completion and acceptance of the entire work, except for any completed unit of work which may have been accepted under the contract.

(e) The Contractor shall lay out the work from base lines and bench marks indicated on the drawings and be responsible for all lines, levels, and measurements of all work executed under the contract. The Contractor shall verify the figures before laying out the work and will be held responsible for any error resulting from its failure to do so.

(f) The Contractor shall confine all operations (including storage of materials) on PHA premises to areas authorized or approved by the Contracting Officer.

(g) The Contractor shall at all times keep the work area, including storage areas, free from accumulations of waste materials. After completing the work and before final inspection, the Contractor shall (1) remove from the premises all scaffolding, equipment, tools, and materials (including rejected materials) that are not the property of the PHA and all rubbish caused by its work; (2) leave the work area in a clean, neat, and orderly condition satisfactory to the Contracting Officer; (3) perform all specified tests; and, (4) deliver the installation in complete and operating condition.

(h) The Contractor’s responsibility will terminate when all work has been completed, the final inspection made, and the work accepted by the Contracting Officer. The Contractor will then be released from further obligation except as required by the warranties specified elsewhere in the contract.

3. Architect’s Duties, Responsibilities, and Authority

(a) The Architect for this contract, and any successor, shall be designated in writing by the Contracting Officer.



(b) The Architect shall serve as the Contracting Officer’s technical representative with respect to architectural, engineering, and design matters related to the work performed under the contract. The Architect may provide direction on contract performance. Such direction shall be within the scope of the contract and may not be of a nature which: (1) institutes additional work outside the scope of the contract; (2) constitutes a change as defined in the Changes clause herein; (3) causes an increase or decrease in the cost of the contract; (4) alters the Construction Progress Schedule; or (5) changes any of the other express terms or conditions of the contract.

(c) The Architect’s duties and responsibilities may include but shall not be limited to: (1) Making periodic visits to the work site, and on the

basis of his/her on-site inspections, issuing written reports to the PHA which shall include all observed deficiencies. The Architect shall file a copy of the report with the Contractor’s designated representative at the site;

(2) Making modifications in drawings and technical specifications and assisting the Contracting Officer in the preparation of change orders and other contract modifications for issuance by the Contracting Officer;

(3) Reviewing and making recommendations with respect to - (i) the Contractor’s construction progress schedules; (ii) the Contractor’s shop and detailed drawings; (iii) the machinery, mechanical and other equipment and materials or other articles proposed for use by the Contractor; and, (iv) the Contractor’s price breakdown and progress payment estimates; and,

(4) Assisting in inspections, signing Certificates of Completion, and making recommendations with respect to acceptance of work completed under the contract.

4. Other Contracts

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

Construction Requirements

5. Pre-construction Conference and Notice to Proceed

(a) Within ten calendar days of contract execution, and prior to the commencement of work, the Contractor shall attend a preconstruction conference with representatives of the PHA, its Architect, and other interested parties convened by the PHA. The conference will serve to acquaint the participants with the general plan of the construction operation and all other requirements of the contract. The PHA will provide the Contractor with the date, time, and place of the conference.

(b) The contractor shall begin work upon receipt of a written Notice to Proceed from the Contracting Officer or designee. The Contractor shall not begin work prior to receiving such notice.

6. Construction Progress Schedule

(a) The Contractor shall, within five days after the work commences on the contract or another period of time determined by the Contracting Officer, prepare and submit to the Contracting Officer for approval three copies of a practicable schedule showing the order in which the Contractor proposes to perform the work, and the dates on which the Contractor contemplates starting and completing the several salient features of the work (including acquiring labor, materials, and equipment). The schedule shall be in the form of a progress chart of suitable scale to indicate appropriately the percentage of work scheduled for completion by any given date during the period. If the Contractor fails to submit a schedule within the time prescribed, the Contracting Officer may withhold approval of progress payments or take other remedies under the contract until the Contractor submits the required schedule.

(b) The Contractor shall enter the actual progress on the chart as required by the Contracting Officer, and immediately deliver three copies of the annotated schedule to the Contracting Officer. If the Contracting Officer determines, upon the basis of inspection conducted pursuant to the clause entitled Inspection and Acceptance of Construction, herein that the Contractor is not meeting the approved schedule, the Contractor shall take steps necessary to improve its progress, including those that may be required by the Contracting Officer, without additional cost to the PHA. In this circumstance, the Contracting Officer may require the Contractor to increase the number of shifts, overtime operations, days of work, and/or the amount of construction plant, and to submit for approval any supplementary schedule or schedules in chart form as the Contracting Officer deems necessary to demonstrate how the approved rate of progress will be regained.

(c) Failure of the Contractor to comply with the requirements of the Contracting Officer under this clause shall be grounds for a determination by the Contracting Officer that the Contractor is not prosecuting the work with sufficient diligence to ensure completion within the time specified in the Contract. Upon making this

determination, the Contracting Officer may terminate the Contractor’s right to proceed with the work, or any separable part of it, in accordance with the Default clause of this contract.

7. Site Investigation and Conditions Affecting the Work

(a) The Contractor acknowledges that it has taken steps reasonably necessary to ascertain the nature and location of the work, and that it has investigated and satisfied itself as to the general and local conditions which can affect the work or its cost, including but not limited to, (1) conditions bearing upon transportation, disposal, handling, and storage of materials; (2) the availability of labor, water, electric power, and roads;(3) uncertainties of weather, river stages, tides, or similar physical conditions at the site; (4) the conformation and conditions of the ground; and (5) the character of equipment and facilities needed preliminary to and during work performance. The Contractor also acknowledges that it has satisfied itself as to the character, quality, and quantity of surface and subsurface materials or obstacles to be encountered insofar as this information is



reasonably ascertainable from an inspection of the site, including all exploratory work done by the PHA, as well as from the drawings and specifications made a part of this contract. Any failure of the Contractor to take the actions described and acknowledged in this paragraph will not relieve the Contractor from responsibility for estimating properly the difficulty and cost of successfully performing the work, or for proceeding to successfully perform the work without additional expense to the PHA.

(b) The PHA assumes no responsibility for any conclusions or interpretations made by the Contractor based on the information made available by the PHA. Nor does the PHA assume responsibility for any understanding reached or representation made concerning conditions which can affect the work by any of its officers or agents before the execution of this contract, unless that understanding or representation is expressly stated in this contract.

8. Differing Site Conditions

(a) The Contractor shall promptly, and before the conditions are disturbed, give a written notice to the Contracting Officer of (1) subsurface or latent physical conditions at the site which differ materially from those indicated in this contract, or (2) unknown physical conditions at the site(s), of an unusual nature, which differ materially from those ordinarily encountered and generally recognized as inhering in work of the character provided for in the contract.

(b) The Contracting Officer shall investigate the site conditions promptly after receiving the notice. Work shall not proceed at the affected site, except at the Contractor’s risk, until the Contracting Officer has provided written instructions to the Contractor. If the conditions do materially so differ and cause an increase or decrease in the Contractor’s cost of, or the time required for, performing any part of the work under this contract, whether or not changed as a result of the conditions, the Contractor shall file a claim in writing to the PHA within ten days after receipt of such instructions and, in any event, before proceeding with the work. An equitable adjustment in the contract price, the delivery schedule, or both shall be made under this clause and the contract modified in writing accordingly.

(c) No request by the Contractor for an equitable adjustment to the contract under this clause shall be allowed, unless the Contractor has given the written notice required; provided, that the time prescribed in (a) above for giving written notice may be extended by the Contracting Officer.

(d) No request by the Contractor for an equitable adjustment to the contract for differing site conditions shall be allowed if made after final payment under this contract.

9. Specifications and Drawings for Construction

(a) The Contractor shall keep on the work site a copy of the drawings and specifications and shall at all times give the Contracting Officer access thereto. Anything mentioned in the specifications and not shown on the drawings, or shown on the drawings and not mentioned in the specifications, shall be of like effect as if shown or mentioned in both. In case of difference between drawings and specifications, the specifications shall govern. In case of discrepancy in the figures, in the drawings, or in the specifications, the matter shall be

promptly submitted to the Contracting Officer, who shall promptly make a determination in writing. Any adjustment by the Contractor without such a determination shall be at its own risk and expense. The Contracting Officer shall furnish from time to time such detailed drawings and other information as considered necessary, unless otherwise provided.

(b) Wherever in the specifications or upon the drawings the words 'directed”, 'required”, 'ordered”, 'designated”, 'prescribed”, or words of like import are used, it shall be understood that the 'direction”, 'requirement”, 'order”, 'designation”, or 'prescription”, of the Contracting Officer is intended and similarly the words 'approved”, 'acceptable”, 'satisfactory”, or words of like import shall mean 'approved by”, or 'acceptable to”, or 'satisfactory to” the Contracting Officer, unless otherwise expressly stated.

(c) Where 'as shown”, 'as indicated”, 'as detailed”, or words of similar import are used, it shall be understood that the reference is made to the drawings accompanying this contract unless stated otherwise. The word 'provided” as used herein shall be understood to mean 'provide complete in place” that is 'furnished and installed”.

(d) 'Shop drawings” means drawings, submitted to the PHA by the Contractor, subcontractor, or any lower tier subcontractor, showing in detail (1) the proposed fabrication and assembly of structural elements and (2) the installation (i.e., form, fit, and attachment details) of materials of equipment. It includes drawings, diagrams, layouts, schematics, descriptive literature, illustrations, schedules, performance and test data, and similar materials furnished by the Contractor to explain in detail specific portions of the work required by the contract. The PHA may duplicate, use, and disclose in any manner and for any purpose shop drawings delivered under this contract.

(e) If this contract requires shop drawings, the Contractor shall coordinate all such drawings, and review them for accuracy, completeness, and compliance with other contract requirements and shall indicate its approval thereon as evidence of such coordination and review. Shop drawings submitted to the Contracting Officer without evidence of the Contractor’s approval may be returned for resubmission. The Contracting Officer will indicate an approval or disapproval of the shop drawings and if not approved as submitted shall indicate the PHA’s reasons therefore. Any work done before such approval shall be at the Contractor’s risk. Approval by the Contracting Officer shall not relieve the Contractor from responsibility for any errors or omissions in such drawings, nor from responsibility for complying with the requirements of this contract, except with respect to variations described and approved in accordance with (f) below.

(f) If shop drawings show variations from the contract requirements, the Contractor shall describe such variations in writing, separate from the drawings, at the time of submission. If the Architect approves any such variation and the Contracting Officer concurs, the Contracting Officer shall issue an appropriate modification to the contract, except that, if the variation is minor or does not involve a change in price or in time of performance, a modification need not be issued.

(g) It shall be the responsibility of the Contractor to make timely requests of the PHA for such large scale and full size drawings, color schemes, and other additional information, not already in his possession, which shall be

required in the planning and production of the work. Such requests may be submitted as the need arises, but each



such request shall be filed in ample time to permit appropriate action to be taken by all parties involved so as to avoid delay.

(h) The Contractor shall submit to the Contracting Officer for approval four copies (unless otherwise indicated) of all shop drawings as called for under the various headings of these specifications. Three sets (unless otherwise indicated) of all shop drawings, will be retained by the PHA and one set will be returned to the Contractor. As required by the Contracting Officer, the Contractor, upon completing the work under this contract, shall furnish a complete set of all shop drawings as finally approved. These drawings shall show all changes and revisions made up to the time the work is completed and accepted.

(i) This clause shall be included in all subcontracts at any tier. It shall be the responsibility of the Contractor to ensure that all shop drawings prepared by subcontractors are submitted to the Contracting Officer.

10. As-Built Drawings

(a) 'As-built drawings,” as used in this clause, means drawings submitted by the Contractor or subcontractor at any tier to show the construction of a particular structure or work as actually completed under the contract. 'As-built drawings” shall be synonymous with 'Record drawings.”

(b) As required by the Contracting Officer, the Contractor shall provide the Contracting Officer accurate information to be used in the preparation of permanent as-built drawings. For this purpose, the Contractor shall record on one set of contract drawings all changes from the installations originally indicated, and record final locations of underground lines by depth from finish grade and by accurate horizontal offset distances to permanent surface improvements such as buildings, curbs, or edges of walks.

(c) This clause shall be included in all subcontracts at any tier. It shall be the responsibility of the Contractor to ensure that all as-built drawings prepared by subcontractors are submitted to the Contracting Officer.

11. Material and Workmanship

(a) All equipment, material, and articles furnished under this contract shall be new and of the most suitable grade for the purpose intended, unless otherwise specifically provided in this contract. References in the contract to equipment, material, articles, or patented processes by trade name, make, or catalog number, shall be regarded as establishing a standard of quality and shall not be construed as limiting competition. The Contractor may, at its option, use any equipment, material, article, or process that, in the judgment of, and as approved by the Contracting Officer, is equal to that named in the specifications, unless otherwise specifically provided in this contract.

(b) Approval of equipment and materials. (1) The Contractor shall obtain the Contracting Officer’s

approval of the machinery and mechanical and other equipment to be incorporated into the work. When requesting approval, the Contractor shall furnish to the Contracting Officer the name of the manufacturer, the model number, and other information concerning the performance, capacity, nature, and rating of the machinery and mechanical and other equipment.

When required by this contract or by the Contracting Officer, the Contractor shall also obtain the Contracting Officer’s approval of the material or articles which the Contractor contemplates incorporating into the work. When requesting approval, the Contractor shall provide full information concerning the material or articles. Machinery, equipment, material, and articles that do not have the required approval shall be installed or used at the risk of subsequent rejection.

(2) When required by the specifications or the Contracting Officer, the Contractor shall submit appropriately marked samples (and certificates related to them) for approval at the Contractor’s expense, with all shipping charges prepaid. The Contractor shall label, or otherwise properly mark on the container, the material or product represented, its place of origin, the name of the producer, the Contractor’s name, and the identification of the construction project for which the material or product is intended to be used.

(3) Certificates shall be submitted in triplicate, describing each sample submitted for approval and certifying that the material, equipment or accessory complies with contract requirements. The certificates shall include the name and brand of the product, name of manufacturer, and the location where produced.

(4) Approval of a sample shall not constitute a waiver of the PHA right to demand full compliance with contract requirements. Materials, equipment and accessories may be rejected for cause even though samples have been approved.

(5) Wherever materials are required to comply with recognized standards or specifications, such specifications shall be accepted as establishing the technical qualities and testing methods, but shall not govern the number of tests required to be made nor modify other contract requirements. The Contracting Officer may require laboratory test reports on items submitted for approval or may approve materials on the basis of data submitted in certificates with samples. Check tests will be made on materials delivered for use only as frequently as the Contracting Officer determines necessary to insure compliance of materials with the specifications. The Contractor will assume all costs of retesting materials which fail to meet contract requirements and/or testing materials offered in substitution for those found deficient.

(6) After approval, samples will be kept in the Project office until completion of work. They may be built into the work after a substantial quantity of the materials they represent has been built in and accepted.

(c) Requirements concerning lead-based paint. The Contractor shall comply with the requirements concerning lead-based paint contained in the Lead-Based Paint Poisoning Prevention Act (42 U.S.C. 4821-4846) as implemented by 24 CFR Part 35.

12. Permits and Codes

(a) The Contractor shall give all notices and comply with all applicable laws, ordinances, codes, rules and regulations. Notwithstanding the requirement of the Contractor to comply with the drawings and specifications in the contract, all work installed shall comply with all applicable codes and regulations as amended by any

waivers. Before installing the work, the Contractor shall examine the drawings and the specifications for



compliance with applicable codes and regulations bearing on the work and shall immediately report any discrepancy it may discover to the Contracting Officer. Where the requirements of the drawings and specifications fail to comply with the applicable code or regulation, the Contracting Officer shall modify the contract by change order pursuant to the clause entitled Changes herein to conform to the code or regulation.

(b) The Contractor shall secure and pay for all permits, fees, and licenses necessary for the proper execution and completion of the work. Where the PHA can arrange for the issuance of all or part of these permits, fees and licenses, without cost to the Contractor, the contract amount shall be reduced accordingly.

13. Health, Safety, and Accident Prevention

(a) In performing this contract, the Contractor shall: (1) Ensure that no laborer or mechanic shall be required

to work in surroundings or under working conditions which are unsanitary, hazardous, or dangerous to his/her health and/or safety as determined under construction safety and health standards promulgated by the Secretary of Labor by regulation;

(2) Protect the lives, health, and safety of other persons; (3) Prevent damage to property, materials, supplies, and

equipment; and, (4) Avoid work interruptions.

(b) For these purposes, the Contractor shall: (1) Comply with regulations and standards issued by the

Secretary of Labor at 29 CFR Part 1926. Failure to comply may result in imposition of sanctions pursuant to the Contract Work Hours and Safety Standards Act (Public Law 91-54, 83 Stat. 96), 40 U.S.C. 3701 et seq.; and

(2) Include the terms of this clause in every subcontract so that such terms will be binding on each subcontractor.

(c) The Contractor shall maintain an accurate record of exposure data on all accidents incident to work performed under this contract resulting in death, traumatic injury, occupational disease, or damage to property, materials, supplies, or equipment, and shall report this data in the manner prescribed by 29 CFR Part 1904.

(d) The Contracting Officer shall notify the Contractor of any noncompliance with these requirements and of the corrective action required. This notice, when delivered to the Contractor or the Contractor’s representative at the site of the work, shall be deemed sufficient notice of the noncompliance and corrective action required. After receiving the notice, the Contractor shall immediately take corrective action. If the Contractor fails or refuses to take corrective action promptly, the Contracting Officer may issue an order stopping all or part of the work until satisfactory corrective action has been taken. The Contractor shall not base any claim or request for equitable adjustment for additional time or money on any stop order issued under these circumstances.

(e) The Contractor shall be responsible for its subcontractors’ compliance with the provisions of this clause. The Contractor shall take such action with respect to any subcontract as the PHA, the Secretary of Housing and Urban Development, or the Secretary of Labor shall direct as a means of enforcing such provisions.

14. Temporary Heating

The Contractor shall provide and pay for temporary heating, covering, and enclosures necessary to properly protect all work and materials against damage by dampness and cold, to dry out the work, and to facilitate the completion of the work. Any permanent heating equipment used shall be turned over to the PHA in the condition and at the time required by the specifications.

15. Availability and Use of Utility Services

(a) The PHA shall make all reasonably required amounts of utilities available to the Contractor from existing outlets and supplies, as specified in the contract. Unless otherwise provided in the contract, the amount of each utility service consumed shall be charged to or paid for by the Contractor at prevailing rates charged to the PHA or, where the utility is produced by the PHA, at reasonable rates determined by the Contracting Officer. The Contractor shall carefully conserve any utilities furnished without charge.

(b) The Contractor, at its expense and in a manner satisfactory to the Contracting Officer, shall install and maintain all necessary temporary connections and distribution lines, and all meters required to measure the amount of each utility used for the purpose of determining charges. Before final acceptance of the work by the PHA, the Contractor shall remove all the temporary connections, distribution lines, meters, and associated paraphernalia.

16. Protection of Existing Vegetation, Structures, Equipment, Utilities, and Improvements

(a) The Contractor shall preserve and protect all structures, equipment, and vegetation (such as trees, shrubs, and grass) on or adjacent to the work site, which are not to be removed under this contract, and which do not unreasonably interfere with the work required under this contract.

(b) The Contractor shall only remove trees when specifically authorized to do so, and shall avoid damaging vegetation that will remain in place. If any limbs or branches of trees are broken during performance of this contract, or by the careless operation of equipment, or by workmen, the Contractor shall trim those limbs or branches with a clean cut and paint the cut with a tree-pruning compound as directed by the Contracting Officer.

(c) The Contractor shall protect from damage all existing improvements and utilities (1) at or near the work site and (2) on adjacent property of a third party, the locations of which are made known to or should be known by the Contractor. Prior to disturbing the ground at the construction site, the Contractor shall ensure that all underground utility lines are clearly marked.

(d) The Contractor shall shore up, brace, underpin, secure, and protect as necessary all foundations and other parts of existing structures adjacent to, adjoining, and in the vicinity of the site, which may be affected by the excavations or other operations connected with the construction of the project.

(e) Any equipment temporarily removed as a result of work under this contract shall be protected, cleaned, and replaced in the same condition as at the time of award of this contract.

(f) New work which connects to existing work shall correspond in all respects with that to which it



connects and/or be similar to existing work unless otherwise required by the specifications.

(g) No structural members shall be altered or in any way weakened without the written authorization of the Contracting Officer, unless such work is clearly specified in the plans or specifications.

(h) If the removal of the existing work exposes discolored or unfinished surfaces, or work out of alignment, such surfaces shall be refinished, or the material replaced as necessary to make the continuous work uniform and harmonious. This, however, shall not be construed to require the refinishing or reconstruction of dissimilar finishes previously exposed, or finished surfaces in good condition, but in different planes or on different levels when brought together by the removal of intervening work, unless such refinishing or reconstruction is specified in the plans or specifications.

(i) The Contractor shall give all required notices to any adjoining or adjacent property owner or other party before the commencement of any work.

(j) The Contractor shall indemnify and save harmless the PHA from any damages on account of settlement or the loss of lateral support of adjoining property, any damages from changes in topography affecting drainage, and from all loss or expense and all damages for which the PHA may become liable in consequence of such injury or damage to adjoining and adjacent structures and their premises.

(k) The Contractor shall repair any damage to vegetation, structures, equipment, utilities, or improvements, including those that are the property of a third party, resulting from failure to comply with the requirements of this contract or failure to exercise reasonable care in performing the work. If the Contractor fails or refuses to repair the damage promptly, the Contracting Officer may have the necessary work performed and charge the cost to the Contractor.

17. Temporary Buildings and Transportation of Materials

(a) Temporary buildings (e.g., storage sheds, shops, offices, sanitary facilities) and utilities may be erected by the Contractor only with the approval of the Contracting Officer and shall be built with labor and materials furnished by the Contractor without expense to the PHA. The temporary buildings and utilities shall remain the property of the Contractor and shall be removed by the Contractor at its expense upon completion of the work. With the written consent of the Contracting Officer, the buildings and utilities may be abandoned and need not be removed.

(b) The Contractor shall, as directed by the Contracting Officer, use only established roadways, or use temporary roadways constructed by the Contractor when and as authorized by the Contracting Officer. When materials are transported in prosecuting the work, vehicles shall not be loaded beyond the loading capacity recommended by the manufacturer of the vehicle or prescribed by any federal, state, or local law or regulation. When it is necessary to cross curbs or sidewalks, the Contractor shall protect them from damage. The Contractor shall repair or pay for the repair of any damaged curbs, sidewalks, or roads.

18. Clean Air and Water

The contactor shall comply with the Clean Air Act, as

amended, 42 USC 7401 et seq., the Federal Water Pollution Control Water Act, as amended, 33 U.S.C. 1251 et seq., and standards issued pursuant thereto in the facilities in which this contract is to be performed.

19. Energy Efficiency

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

20. Inspection and Acceptance of Construction

(a) Definitions. As used in this clause - (1) “Acceptance” means the act of an authorized representative of the PHA by which the PHA approves and assumes ownership of the work performed under this contract. Acceptance may be partial or complete. (2) “Inspection” means examining and testing the work performed under the contract (including, when appropriate, raw materials, equipment, components, and intermediate assemblies) to determine whether it conforms to contract requirements. (3) “Testing” means that element of inspection that determines the properties or elements, including functional operation of materials, equipment, or their components, by the application of established scientific principles and procedures.

(b) The Contractor shall maintain an adequate inspection system and perform such inspections as will ensure that the work performed under the contract conforms to contract requirements. All work is subject to PHA inspection and test at all places and at all reasonable times before acceptance to ensure strict compliance with the terms of the contract.

(c) PHA inspections and tests are for the sole benefit of the PHA and do not: (1) relieve the Contractor of responsibility for providing adequate quality control measures; (2) relieve the Contractor of responsibility for loss or damage of the material before acceptance; (3) constitute or imply acceptance; or, (4) affect the continuing rights of the PHA after acceptance of the completed work under paragraph (j) below.

(d) The presence or absence of the PHA inspector does not relieve the Contractor from any contract requirement, nor is the inspector authorized to change any term or condition of the specifications without the Contracting Officer’s written authorization. All instructions and approvals with respect to the work shall be given to the Contractor by the Contracting Officer.

(e) The Contractor shall promptly furnish, without additional charge, all facilities, labor, and material reasonably needed for performing such safe and convenient inspections and tests as may be required by the Contracting Officer. The PHA may charge to the Contractor any additional cost of inspection or test when work is not ready at the time specified by the Contractor for inspection or test, or when prior rejection makes reinspection or retest necessary. The PHA shall perform all inspections and tests in a manner that will not unnecessarily delay the work. Special, full size, and performance tests shall be performed as described in the contract.

(f) The PHA may conduct routine inspections of the construction site on a daily basis.

(g) The Contractor shall, without charge, replace or correct work found by the PHA not to conform to



contract requirements, unless the PHA decides that it is in its interest to accept the work with an appropriate adjustment in contract price. The Contractor shall promptly segregate and remove rejected material from the premises.

(h) If the Contractor does not promptly replace or correct rejected work, the PHA may (1) by contract or otherwise, replace or correct the work and charge the cost to the Contractor, or (2) terminate for default the Contractor’s right to proceed.

(i) If any work requiring inspection is covered up without ap-proval of the PHA, it must, if requested by the Contracting Officer, be uncovered at the expense of the Contractor. If at any time before final acceptance of the entire work, the PHA considers it necessary or advisable, to examine work already completed by removing or tearing it out, the Contractor, shall on request, promptly furnish all necessary facilities, labor, and material. If such work is found to be defective or nonconforming in any material respect due to the fault of the Contractor or its subcontractors, the Contractor shall defray all the expenses of the examination and of satisfactory reconstruction. If, however, such work is found to meet the requirements of the contract, the Contracting Officer shall make an equitable adjustment to cover the cost of the examination and reconstruction, including, if completion of the work was thereby delayed, an extension of time.

(j) The Contractor shall notify the Contracting Officer, in writing, as to the date when in its opinion all or a designated portion of the work will be substantially completed and ready for inspection. If the Architect determines that the state of preparedness is as represented, the PHA will promptly arrange for the inspection. Unless otherwise specified in the contract, the PHA shall accept, as soon as practicable after completion and inspection, all work required by the contract or that portion of the work the Contracting Officer determines and designates can be accepted separately. Acceptance shall be final and conclusive except for latent defects, fraud, gross mistakes amounting to fraud, or the PHA’s right under any warranty or guarantee.

21. Use and Possession Prior to Completion

(a) The PHA shall have the right to take possession of or use any completed or partially completed part of the work. Before taking possession of or using any work, the Contracting Officer shall furnish the Contractor a list of items of work remaining to be performed or corrected on those portions of the work that the PHA intends to take possession of or use. However, failure of the Contracting Officer to list any item of work shall not relieve the Contractor of responsibility for complying with the terms of the contract. The PHA’s possession or use shall not be deemed an acceptance of any work under the contract.

(b) While the PHA has such possession or use, the Contractor shall be relieved of the responsibility for (1) the loss of or damage to the work resulting from the PHA’s possession or use, notwithstanding the terms of the clause entitled Permits and Codes herein; (2) all maintenance costs on the areas occupied; and, (3) furnishing heat, light, power, and water used in the areas

occupied without proper remuneration therefore. If prior possession or use by the PHA delays the progress of the

work or causes additional expense to the Contractor, an equitable adjustment shall be made in the contract price or the time of completion, and the contract shall be modified in writing accordingly.

22. Warranty of Title

The Contractor warrants good title to all materials, supplies, and equipment incorporated in the work and agrees to deliver the premises together with all improvements thereon free from any claims, liens or charges, and agrees further that neither it nor any other person, firm or corporation shall have any right to a lien upon the premises or anything appurtenant thereto.

23. Warranty of Construction

(a) In addition to any other warranties in this contract, the Contractor warrants, except as provided in paragraph (j) of this clause, that work performed under this contract conforms to the contract requirements and is free of any defect in equipment, material, or workmanship performed by the Contractor or any subcontractor or supplier at any tier. This warranty shall continue for a period of ________ (one year unless otherwise indicated) from the date of final acceptance of the work. If the PHA takes possession of any part of the work before final acceptance, this warranty shall continue for a period of (one year unless otherwise indicated) from the date that the PHA takes possession.

(b) The Contractor shall remedy, at the Contractor’s expense, any failure to conform, or any defect. In addition, the Contractor shall remedy, at the Contractor’s expense, any damage to PHA-owned or controlled real or personal property when the damage is the result of— (1) The Contractor’s failure to conform to contract require-

ments; or (2) Any defects of equipment, material, workmanship or

design furnished by the Contractor. (c) The Contractor shall restore any work damaged in

fulfilling the terms and conditions of this clause. The Contractor’s warranty with respect to work repaired or replaced will run for (one year unless otherwise indicated) from the date of repair or replacement.

(d) The Contracting Officer shall notify the Contractor, in writing, within a reasonable time after the discovery of any failure, defect or damage.

(e) If the Contractor fails to remedy any failure, defect, or damage within a reasonable time after receipt of notice, the PHA shall have the right to replace, repair or otherwise remedy the failure, defect, or damage at the Contractor’s expense.

(f) With respect to all warranties, express or implied, from subcontractors, manufacturers, or suppliers for work performed and materials furnished under this contract, the Contractor shall: (1) Obtain all warranties that would be given in normal

commercial practice; (2) Require all warranties to be executed in writing, for the

benefit of the PHA; and, (3) Enforce all warranties for the benefit of the PHA.

(g) In the event the Contractor’s warranty under paragraph (a) of this clause has expired, the PHA may bring suit at its own expense to enforce a subcontractor’s, manufacturer’s or supplier’s warranty.

(h) Unless a defect is caused by the negligence of the Contractor or subcontractor or supplier at any tier, the

Contractor shall not be liable for the repair of any defect of material or design furnished by the PHA nor for the



repair of any damage that results from any defect in PHA furnished material or design.

(i) Notwithstanding any provisions herein to the contrary, the establishment of the time periods in paragraphs (a) and

(c) above relate only to the specific obligation of the Contractor to correct the work, and have no relationship to the time within which its obligation to comply with the contract may be sought to be enforced, nor to the time within which proceedings may be commenced to establish the Contractor’s liability with respect to its obligation other than specifically to correct the work.

(j) This warranty shall not limit the PHA’s rights under the Inspection and Acceptance of Construction clause of this contract with respect to latent defects, gross mistakes or fraud.

24. Prohibition Against Liens

The Contractor is prohibited from placing a lien on the PHA’s property. This prohibition shall apply to all subcontractors at any tier and all materials suppliers.

Administrative Requirements

25. Contract Period

The Contractor shall complete all work required under this contract within _______ calendar days of the effective date of the contract, or within the time schedule established in the notice to proceed issued by the Contracting Officer.

26. Order of Provisions

In the event of a conflict between these General Conditions and the Specifications, the General Conditions shall prevail. In the event of a conflict between the contract and any applicable state or local law or regulation, the state or local law or regulation shall prevail; provided that such state or local law or regulation does not conflict with, or is less restrictive than applicable federal law, regulation, or Executive Order. In the event of such a conflict, applicable federal law, regulation, and Executive Order shall prevail.

27. Payments

(a) The PHA shall pay the Contractor the price as provided in this contract.

(b) The PHA shall make progress payments approximately every 30 days as the work proceeds, on estimates of work accomplished which meets the standards of quality established under the contract, as approved by the Contracting Officer. The PHA may, subject to written determination and approval of the Contracting Officer, make more frequent payments to contractors which are qualified small businesses.

(c) Before the first progress payment under this contract, the Contractor shall furnish, in such detail as requested by the Contracting Officer, a breakdown of the total contract price showing the amount included therein for each principal category of the work, which shall substantiate the payment amount requested in order to provide a

basis for determining progress payments. The breakdown shall be approved by the Contracting Officer and must be

acceptable to HUD. If the contract covers more than one project, the Contractor shall furnish a separate breakdown for each. The values and quantities employed in making up this breakdown are for determining the amount of progress payments and shall not be construed as a basis for additions to or deductions from the contract price. The Contractor shall prorate its overhead and profit over the construction period of the contract.

(d) The Contractor shall submit, on forms provided by the PHA, periodic estimates showing the value of the work performed during each period based upon the approved breakdown of the contract price. Such estimates shall be submitted not later than ________ days in advance of the date set for payment and are subject to correction and revision as required. The estimates must be approved by the Contracting Officer with the concurrence of the Architect prior to payment. If the contract covers more than one project, the Contractor shall furnish a separate progress payment estimate for each.

(e) Along with each request for progress payments and the required estimates, the Contractor shall furnish the following certification, or payment shall not be made:

I hereby certify, to the best of my knowledge and belief, that: (1) The amounts requested are only for performance in

accordance with the specifications, terms, and conditions of the contract;

(2) Payments to subcontractors and suppliers have been made from previous payments received under the contract, and timely payments will be made from the proceeds of the payment covered by this certification, in accordance with subcontract agreements; and,

(3) This request for progress payments does not include any amounts which the prime contractor intends to withhold or retain from a subcontractor or supplier in accordance with the terms and conditions of the subcontract.

Name:

Title:

Date:

(f) Except as otherwise provided in State law, the PHA shall retain ten (10) percent of the amount of progress payments until completion and acceptance of all work under the contract; except, that if upon completion of 50 percent of the work, the Contracting Officer, after consulting with the Architect, determines that the Contractor’s performance and progress are satisfactory, the PHA may make the remaining payments in full for the work subsequently completed. If the Contracting Officer subsequently determines that the Contractor’s performance and progress are unsatisfactory, the PHA shall reinstate the ten (10) percent (or other percentage as provided in State law) retainage until such time as the Contracting Officer determines that performance and progress are satisfactory.

(g) The Contracting Officer may authorize material delivered on the site and preparatory work done to be taken into consideration when computing progress payments.

Material delivered to the Contractor at locations other than the site may also be taken into consideration if the Contractor furnishes satisfactory evidence that (1) it has

acquired title to such material; (2) the material is properly stored in a bonded warehouse, storage yard, or similar suitable place as may be approved by the Contracting



Officer; (3) the material is insured to cover its full value; and (4) the material will be used to perform this contract. Before any progress payment which includes delivered material is made, the Contractor shall furnish such documentation as the Contracting Officer may require to assure the protection of the PHA’s interest in such materials. The Contractor shall remain responsible for such stored material notwithstanding the transfer of title to the PHA.

(h) All material and work covered by progress payments made shall, at the time of payment become the sole property of the PHA, but this shall not be construed as (1) relieving the Contractor from the sole responsibility for all material and work upon which payments have been made or the restoration of any damaged work; or, (2) waiving the right of the PHA to require the fulfillment of all of the terms of the contract. In the event the work of the Contractor has been damaged by other contractors or persons other than employees of the PHA in the course of their employment, the Contractor shall restore such damaged work without cost to the PHA and to seek redress for its damage only from those who directly caused it.

(i) The PHA shall make the final payment due the Contractor under this contract after (1) completion and final acceptance of all work; and (2) presentation of release of all claims against the PHA arising by virtue of this contract, other than claims, in stated amounts, that the Contractor has specifically excepted from the operation of the release. Each such exception shall embrace no more than one claim, the basis and scope of which shall be clearly defined. The amounts for such excepted claims shall not be included in the request for final payment. A release may also be required of the assignee if the Contractor’s claim to amounts payable under this contract has been assigned.

(j) Prior to making any payment, the Contracting Officer may require the Contractor to furnish receipts or other evidence of payment from all persons performing work and supplying material to the Contractor, if the Contracting Officer determines such evidence is necessary to substantiate claimed costs.

(k) The PHA shall not; (1) determine or adjust any claims for payment or disputes arising there under between the Contractor and its subcontractors or material suppliers; or, (2) withhold any moneys for the protection of the subcontractors or material suppliers. The failure or refusal of the PHA to withhold moneys from the Contractor shall in nowise impair the obligations of any surety or sureties under any bonds furnished under this contract.

28. Contract Modifications

(a) Only the Contracting Officer has authority to modify any term or condition of this contract. Any contract modification shall be authorized in writing.

(b) The Contracting Officer may modify the contract unilaterally (1) pursuant to a specific authorization stated in a contract clause (e.g., Changes); or (2) for administrative matters which do not change the rights or

responsibilities of the parties (e.g., change in the PHA address). All other contract modifications shall be in the form of supplemental agreements signed by the

Contractor and the Contracting Officer. (c) When a proposed modification requires the approval of

HUD prior to its issuance (e.g., a change order that exceeds the PHA’s approved threshold), such modification shall not be effective until the required approval is received by the PHA.

29. Changes

(a) The Contracting Officer may, at any time, without notice to the sureties, by written order designated or indicated to be a change order, make changes in the work within the general scope of the contract including changes: (1) In the specifications (including drawings and designs); (2) In the method or manner of performance of the work; (3) PHA-furnished facilities, equipment, materials,

services, or site; or, (4) Directing the acceleration in the performance of the

work. (b) Any other written order or oral order (which, as used in

this paragraph (b), includes direction, instruction, interpretation, or determination) from the Contracting Officer that causes a change shall be treated as a change order under this clause; provided, that the Contractor gives the Contracting Officer written notice stating (1) the date, circumstances and source of the order and (2) that the Contractor regards the order as a change order.

(c) Except as provided in this clause, no order, statement or conduct of the Contracting Officer shall be treated as a change under this clause or entitle the Contractor to an equitable adjustment.

(d) If any change under this clause causes an increase or decrease in the Contractor’s cost of, or the time required for the performance of any part of the work under this contract, whether or not changed by any such order, the Contracting Officer shall make an equitable adjustment and modify the contract in writing. However, except for a adjustment based on defective specifications, no proposal for any change under paragraph (b) above shall be allowed for any costs incurred more than 20 days (5 days for oral orders) before the Contractor gives written notice as required. In the case of defective specifications for which the PHA is responsible, the equitable adjustment shall include any increased cost reasonably incurred by the Contractor in attempting to comply with the defective specifications.

(e) The Contractor must assert its right to an adjustment under this clause within 30 days after (1) receipt of a written change order under paragraph (a) of this clause, or (2) the furnishing of a written notice under paragraph (b) of this clause, by submitting a written statement describing the general nature and the amount of the proposal. If the facts justify it, the Contracting Officer may extend the period for submission. The proposal may be included in the notice required under paragraph (b) above. No proposal by the Contractor for an equitable adjustment shall be allowed if asserted after final payment under this contract.

(f) The Contractor’s written proposal for equitable adjustment shall be submitted in the form of a lump sum proposal supported with an itemized breakdown of all increases and decreases in the contract in at least the following details:

(1) Direct Costs. Materials (list individual items, the quantity and unit cost of each, and the aggregate cost); Transportation and delivery costs associated with materials; Labor breakdowns by hours or unit

costs (identified with specific work to be performed); Construction equipment exclusively necessary for the change; Costs of preparation and/ or revision to shop drawings resulting from the change; Worker’s



Compensation and Public Liability Insurance; Employment taxes under FICA and FUTA; and, Bond Costs when size of change warrants revision.

(2) Indirect Costs. Indirect costs may include overhead, general and administrative expenses, and fringe benefits not normally treated as direct costs.

(3) Profit. The amount of profit shall be negotiated and may vary according to the nature, extent, and complexity of the work required by the change.

The allowability of the direct and indirect costs shall be determined in accordance with the Contract Cost Principles and Procedures for Commercial Firms in Part 31 of the Federal Acquisition Regulation (48 CFR 1-31), as implemented by HUD Handbook 2210.18, in effect on the date of this contract. The Contractor shall not be allowed a profit on the profit received by any subcontractor. Equitable adjustments for deleted work shall include a credit for profit and may include a credit for indirect costs. On proposals covering both increases and decreases in the amount of the contract, the application of indirect costs and profit shall be on the net-change in direct costs for the Contractor or subcontractor performing the work.

(g) The Contractor shall include in the proposal its request for time extension (if any), and shall include sufficient information and dates to demonstrate whether and to what extent the change will delay the completion of the contract in its entirety.

(h) The Contracting Officer shall act on proposals within 30 days after their receipt, or notify the Contractor of the date when such action will be taken.

(i) Failure to reach an agreement on any proposal shall be a dispute under the clause entitled Disputes herein. Nothing in this clause, however, shall excuse the Contractor from proceeding with the contract as changed.

(j) Except in an emergency endangering life or property, no change shall be made by the Contractor without a prior order from the Contracting Officer.

30. Suspension of Work

(a) The Contracting Officer may order the Contractor in writing to suspend, delay, or interrupt all or any part of the work of this contract for the period of time that the Contracting Officer determines appropriate for the convenience of the PHA.

(b) If the performance of all or any part of the work is, for an unreasonable period of time, suspended, delayed, or interrupted (1) by an act of the Contracting Officer in the administration of this contract, or (2) by the Contracting Officer’s failure to act within the time specified (or within a reasonable time if not specified) in this contract an adjustment shall be made for any increase in the cost of performance of the contract (excluding profit) necessarily caused by such unreasonable suspension, delay, or interruption and the contract modified in writing accordingly. However, no adjustment shall be made under this clause for any suspension, delay, or interruption to the extent that performance would have

been so suspended, delayed, or interrupted by any other cause, including the fault or negligence of the Contractor or for which any equitable adjustment is provided for or excluded under any other provision of this contract.

(c) A claim under this clause shall not be allowed (1) for any

costs incurred more than 20 days before the Contractor shall have notified the Contracting Officer in writing of the act or failure to act involved (but this requirement shall not apply as to a claim resulting from a suspension order); and, (2) unless the claim, in an amount stated, is asserted in writing as soon as practicable after the termination of the suspension, delay, or interruption, but not later than the date of final payment under the contract.

31. Disputes

(a) “Claim,” as used in this clause, means a written demand or written assertion by one of the contracting parties seeking, as a matter of right, the payment of money in a sum certain, the adjustment or interpretation of contract terms, or other relief arising under or relating to the contract. A claim arising under the contract, unlike a claim relating to the contract, is a claim that can be resolved under a contract clause that provides for the relief sought by the claimant. A voucher, invoice, or other routine request for payment that is not in dispute when submitted is not a claim. The submission may be converted to a claim by complying with the requirements of this clause, if it is disputed either as to liability or amount or is not acted upon in a reasonable time.

(b) Except for disputes arising under the clauses entitled Labor Standards - Davis Bacon and Related Acts, herein, all disputes arising under or relating to this contract, including any claims for damages for the alleged breach thereof which are not disposed of by agreement, shall be resolved under this clause.

(c) All claims by the Contractor shall be made in writing and submitted to the Contracting Officer for a written decision. A claim by the PHA against the Contractor shall be subject to a written decision by the Contracting Officer.

(d) The Contracting Officer shall, within 60 (unless otherwise indicated) days after receipt of the request, decide the claim or notify the Contractor of the date by which the decision will be made.

(e) The Contracting Officer’s decision shall be final unless the Contractor (1) appeals in writing to a higher level in the PHA in accordance with the PHA’s policy and procedures, (2) refers the appeal to an independent mediator or arbitrator, or (3) files suit in a court of competent jurisdiction. Such appeal must be made within (30 unless otherwise indicated) days after receipt of the Contracting Officer’s decision.

(f) The Contractor shall proceed diligently with performance of this contract, pending final resolution of any request for relief, claim, appeal, or action arising under or relating to the contract, and comply with any decision of the Contracting Officer.

32. Default

(a) If the Contractor refuses or fails to prosecute the work, or any separable part thereof, with the diligence that will insure its completion within the time specified in this contract, or any extension thereof, or fails to complete said work within this time, the Contracting Officer may, by written notice to the Contractor, terminate the right to

proceed with the work (or separable part of the work) that has been delayed. In this event, the PHA may take over the work and complete it, by contract or otherwise, and

may take possession of and use any materials, equipment, and plant on the work site necessary for completing the work. The Contractor and its sureties shall



be liable for any damage to the PHA resulting from the Contractor’s refusal or failure to complete the work within the specified time, whether or not the Contractor’s right to proceed with the work is terminated. This liability includes any increased costs incurred by the PHA in completing the work.

(b) The Contractor’s right to proceed shall not be terminated or the Contractor charged with damages under this clause if— (1) The delay in completing the work arises from

unforeseeable causes beyond the control and without the fault or negligence of the Contractor. Examples of such causes include (i) acts of God, or of the public enemy, (ii) acts of the PHA or other governmental entity in either its sovereign or contractual capacity, (iii) acts of another contractor in the performance of a contract with the PHA, (iv) fires, (v) floods, (vi) epidemics, (vii) quarantine restrictions, (viii) strikes, (ix) freight embargoes, (x) unusually severe weather, or (xi) delays of subcontractors or suppliers at any tier arising from unforeseeable causes beyond the control and without the fault or negligence of both the Contractor and the subcontractors or suppliers; and

(2) The Contractor, within days (10 days unless otherwise indicated) from the beginning of such delay (unless extended by the Contracting Officer) notifies the Contracting Officer in writing of the causes of delay. The Contracting Officer shall ascertain the facts and the extent of the delay. If, in the judgment of the Contracting Officer, the findings of fact warrant such action, time for completing the work shall be extended by written modification to the contract. The findings of the Contracting Officer shall be reduced to a written decision which shall be subject to the provisions of the Disputes clause of this contract.

(c) If, after termination of the Contractor’s right to proceed, it is determined that the Contractor was not in default, or that the delay was excusable, the rights and obligations of the parties will be the same as if the termination had been for convenience of the PHA.

33. Liquidated Damages

(a) If the Contractor fails to complete the work within the time specified in the contract, or any extension, as specified in the clause entitled Default of this contract, the Contractor shall pay to the PHA as liquidated damages, the sum of $ __________ Contracting Officer insert amount] for each day of delay. If different completion dates are specified in the contract for separate parts or stages of the work, the amount of liquidated damages shall be assessed on those parts or stages which are delayed. To the extent that the Contractor’s delay or nonperformance is excused under another clause in this contract, liquidated damages shall not be due the PHA. The Contractor remains liable for damages caused other than by delay.

(b) If the PHA terminates the Contractor’s right to proceed, the resulting damage will consist of liquidated damages until such reasonable time as may be required for final

completion of the work together with any increased costs occasioned the PHA in completing the work.

(c) If the PHA does not terminate the Contractor’s right to proceed, the resulting damage will consist of liquidated damages until the work is completed or accepted.

34. Termination for Convenience

(a) The Contracting Officer may terminate this contract in whole, or in part, whenever the Contracting Officer determines that such termination is in the best interest of the PHA. Any such termination shall be effected by delivery to the Contractor of a Notice of Termination specifying the extent to which the performance of the work under the contract is terminated, and the date upon which such termination becomes effective.

(b) If the performance of the work is terminated, either in whole or in part, the PHA shall be liable to the Contractor for reasonable and proper costs resulting from such termination upon the receipt by the PHA of a properly presented claim setting out in detail: (1) the total cost of the work performed to date of termination less the total amount of contract payments made to the Contractor; (2) the cost (including reasonable profit) of settling and paying claims under subcontracts and material orders for work performed and materials and supplies delivered to the site, payment for which has not been made by the PHA to the Contractor or by the Contractor to the subcontractor or supplier; (3) the cost of preserving and protecting the work already performed until the PHA or assignee takes possession thereof or assumes responsibility therefore; (4) the actual or estimated cost of legal and accounting services reasonably necessary to prepare and present the termination claim to the PHA; and (5) an amount constituting a reasonable profit on the value of the work performed by the Contractor.

(c) The Contracting Officer will act on the Contractor’s claim within days (60 days unless otherwise indicated) of receipt of the Contractor’s claim.

(d) Any disputes with regard to this clause are expressly made subject to the provisions of the Disputes clause of this contract.

35. 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 PHA under the contract may be assigned to a bank, trust company, or other financial institution. Such assignments of claims shall only be made with the written concurrence of the Contracting Officer. If the Contractor is a partnership, this contract shall inure to the benefit of the surviving or remaining member(s) of such partnership as approved by the Contracting Officer.

36. Insurance

(a) Before commencing work, the Contractor and each subcontractor shall furnish the PHA with certificates of insurance showing the following insurance is in force and will insure all operations under the Contract: (1) Workers’ Compensation, in accordance with state or

Territorial Workers’ Compensation laws. (2) Commercial General Liability with a combined single

limit for bodily injury and property damage of not less than $ _______ [Contracting Officer insert amount]



per occurrence to protect the Contractor and each subcontractor against claims for bodily injury or death and damage to the property of others. This shall cover the use of all equipment, hoists, and vehicles on the site(s) not covered by Automobile Liability under (3) below. If the Contractor has a “claims-made” policy, then the following additional requirements apply: the policy must provide a “retroactive date” which must be on or before the execution date of the Contract; and the extended reporting period may not be less than five years following the completion date of the Contract.

(3) Automobile Liability on owned and non -owned motor vehicles used on the site(s) or in connection therewith for a combined single limit for bodily injury and property damage of not less than $______ [Contracting Officer insert amount] per occurrence.

(b) Before commencing work, the Contractor shall furnish the PHA with a certificate of insurance evidencing that Builder’s Risk (fire and extended coverage) Insurance on all work in place and/or materials stored at the building site(s), including foundations and building equipment, is in force. The Builder’s Risk Insurance shall be for the benefit of the Contractor and the PHA as their interests may appear and each shall be named in the policy or policies as an insured. The Contractor in installing equipment supplied by the PHA shall carry insurance on such equipment from the time the Contractor takes possession thereof until the Contract work is accepted by the PHA. The Builder’s Risk Insurance need not be carried on excavations, piers, footings, or foundations until such time as work on the superstructure is started. It need not be carried on landscape work. Policies shall furnish coverage at all times for the full cash value of all completed construction, as well as materials in place and/or stored at the site(s), whether or not partial payment has been made by the PHA. The Contractor may terminate this insurance on buildings as of the date taken over for occupancy by the PHA. The Contractor is not required to carry Builder’s Risk Insurance for modernization work which does not involve structural alterations or additions and where the PHA’s existing fire and extended coverage policy can be endorsed to include such work.

(c) All insurance shall be carried with companies which are financially responsible and admitted to do business in the State in which the project is located. If any such

insurance is due to expire during the construction period, the Contractor (including subcontractors, as applicable) shall not permit the coverage to lapse and shall furnish evidence of coverage to the Contracting Officer. All certificates of insurance, as evidence of coverage, shall provide that no coverage may be canceled or non-renewed by the insurance company until at least 30 days prior written notice has been given to the Contracting Officer.

37. Subcontracts

(a) Definitions. As used in this contract - (1) “Subcontract” means any contract, purchase order, or

other purchase agreement, including modifications and change orders to the foregoing, entered into by a subcontractor to furnish supplies, materials, equipment, and services for the performance of the prime contract or a subcontract.

(2) “Subcontractor” means any supplier, vendor, or firm that furnishes supplies, materials, equipment, or services to or for the Contractor or another subcontractor.

(b) The Contractor shall not enter into any subcontract with any subcontractor who has been temporarily denied participation in a HUD program or who has been suspended or debarred from participating in contracting programs by any agency of the United States Government or of the state in which the work under this contract is to be performed.

(c) The Contractor shall be as fully responsible for the acts or omissions of its subcontractors, and of persons either directly or indirectly employed by them as for the acts or omissions of persons directly employed by the Contractor.

(d) The Contractor shall insert appropriate clauses in all subcontracts to bind subcontractors to the terms and conditions of this contract insofar as they are applicable to the work of subcontractors.

(e) Nothing contained in this contract shall create any contractual relationship between any subcontractor and the PHA or between the subcontractor and HUD.

38. Subcontracting with Small and Minority Firms, Women’s Business Enterprise, and Labor Surplus Area Firms

The Contractor shall take the following steps to ensure that, whenever possible, subcontracts are awarded to small business firms, minority firms, women’s business enterprises, and labor surplus area firms:

(a) Placing qualified small and minority businesses and women’s business enterprises on solicitation lists;

(b) Ensuring that small and minority businesses and women’s business enterprises are solicited whenever they are potential sources;

(c) Dividing total requirements, when economically feasible, into smaller tasks or quantities to permit maximum participation by small and minority businesses and women’s business enterprises;

(d) Establishing delivery schedules, where the requirements of the contract permit, which encourage participation by small and minority businesses and women’s business enterprises; and

(e) Using the services and assistance of the U.S. Small Business Administration, the Minority Business Development Agency of the U.S. Department of Commerce, and State and local governmental small business agencies.

39. Equal Employment Opportunity

During the performance of this contract, the Contractor agrees as follows:

(a) The Contractor shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, national origin, or handicap.

(b) The Contractor shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, national origin, or handicap. Such action shall include, but not be limited to, (1) employment, (2) upgrading, (3) demotion, (4) transfer, (5) recruitment or recruitment advertising, (6) layoff or termination, (7) rates of pay or other forms of compensation, and (8) selection for training, including apprenticeship.



(c) The Contractor shall post in conspicuous places available to employees and applicants for employment the notices to be provided by the Contracting Officer that explain this clause.

(d) The Contractor shall, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive

consideration for employment without regard to race, color, religion, sex, national origin, or handicap.

(e) The Contractor shall send, to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, the notice to be provided by the Contracting Officer advising the labor union or workers’ representative of the Contractor’s commitments under this clause, and post copies of the notice in conspicuous places available to employees and applicants for employment.

(f) The Contractor shall comply with Executive Order 11246, as amended, and the rules, regulations, and orders of the Secretary of Labor.

(g) The Contractor shall furnish all information and reports required by Executive Order 11246, as amended, Section 503 of the Rehabilitation Act of 1973, as amended, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto. The Contractor shall permit access to its books, records, and accounts by the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders.

(h) In the event of a determination that the Contractor is not in compliance with this clause or any rule, regulation, or order of the Secretary of Labor, this contract may be canceled, terminated, or suspended in whole or in part, and the Contractor may be declared ineligible for further Government contracts, or Federally assisted construction contracts under the procedures authorized in Executive Order 11246, as amended. In addition, sanctions may be imposed and remedies invoked against the Contractor as provided in Executive Order 11246, as amended, the rules, regulations, and orders of the Secretary of Labor, or as otherwise provided by law.

(i) The Contractor shall include the terms and conditions of this clause in every subcontract or purchase order unless exempted by the rules, regulations, or orders of the Secretary of Labor issued under Executive Order 11246, as amended, so that these terms and conditions will be binding upon each subcontractor or vendor. The Contractor shall take such action with respect to any subcontract or purchase order as the Secretary of Housing and Urban Development or the Secretary of Labor may direct as a means of enforcing such provisions, including sanctions for noncompliance; provided that if the Contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction, the Contractor may request the United States to enter into the litigation to protect the interests of the United States.

(j) Compliance with the requirements of this clause shall be to the maximum extent consistent with, but not in derogation of, compliance with section 7(b) of the Indian Self-Determination and Education Assistance Act and the Indian Preference clause of this contract.

40. Employment, Training, and Contracting Opportunities for Low-Income Persons, Section 3 of the Housing and Urban Development Act of 1968.

(a) The work to be performed under this contract is subject to the requirements of section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 1701u (section 3). The purpose of section 3 is to ensure that employment and other economic opportunities generated by HUD assistance or HUD-assisted projects covered by section 3, shall, to the greatest extent feasible, be directed to low- and very low-income persons, particularly persons who are recipients of HUD assistance for housing.

(b) The parties to this contract agree to comply with HUD's regulations in 24 CFR Part 135, which implement section 3. As evidenced by their execution of this contract, the parties to this contract certify that they are under no contractual or other impediment that would prevent them from complying with the Part 135 regulations.

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

(d) The contractor agrees to include this section 3 clause in every subcontract subject to compliance with regulations in 24 CFR Part 135, and agrees to take appropriate action, as provided in an applicable provision of the subcontract or in this section 3 clause, upon a finding that the subcontractor is in violation of the regulations in 24 CFR Part 135. The contractor will not subcontract with any subcontractor where the contractor has notice or knowledge that the subcontractor has been found in violation of the regulations in 24 CFR Part 135.

(e) The contractor will certify that any vacant employment positions, including training positions, that are filled (1) after the contractor is selected but before the contract is executed, and (2) with persons other than those to whom the regulations of 24 CFR Part 135 require employment opportunities to be directed, were not filled to circumvent the contractor's obligations under 24 CFR Part 135.

(f) Noncompliance with HUD's regulations in 24 CFR Part 135 may result in sanctions, termination of this contract for default, and debarment or suspension from future HUD assisted contracts.

(g) With respect to work performed in connection with section 3 covered Indian housing assistance, section 7(b) of the Indian Self-Determination and Education Assistance Act (25 U.S.C. 450e) also applies to the work to be

performed under this contract. Section 7(b) requires that to the greatest extent feasible (i) preference and opportunities for training and employment shall be given to Indians, and (ii) preference in the award of contracts and subcontracts shall be given to Indian organizations and Indian-owned Economic Enterprises. Parties to this contract that are subject to the provisions of section 3 and section 7(b)agree to comply with section 3 to the maximum extent feasible, but not in derogation of compliance with section 7(b).

41. Interest of Members of Congress



No member of or delegate to the Congress of the United States of America shall be admitted to any share or part of this contract or to any benefit that may arise therefrom.

42. Interest of Members, Officers, or Employees and Former Members, Officers, or Employees

No member, officer, or employee of the PHA, no member of the governing body of the locality in which the project is situated, no member of the governing body of the locality in which the PHA was activated, and no other public 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.

43. Limitations on Payments made to Influence Certain Federal Financial Transactions

(a) The Contractor agrees to comply with Section 1352 of Title 31, United States Code which prohibits the use of Federal appropriated funds to pay any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, and 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; or the modification of any Federal contract, grant, loan, or cooperative agreement.

(b) The Contractor further agrees to comply with the requirement of the Act to furnish a disclosure (OMB Standard Form LLL, Disclosure of Lobbying Activities) if any funds other than Federal appropriated funds (including profit or fee received under a covered Federal transaction) have been paid, or will be paid, to 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 a Federal contract, grant, loan, or cooperative agreement.

44. Royalties and Patents

The Contractor shall pay all royalties and license fees. It shall defend all suits or claims for infringement of any patent rights and shall save the PHA harmless from loss on account thereof; except that the PHA shall be responsible for all such loss when a particular design, process or the product of a particular manufacturer or manufacturers is specified and the Contractor has no reason to believe that the specified design, process, or product is an infringement. If, however, the Contractor has reason to believe that any design, process or product specified is an infringement of a patent, the Contractor shall promptly notify the Contracting Officer. Failure to give such notice shall make the Contractor responsible for resultant loss.

45. Examination and Retention of Contractor’s Records

(a) The PHA, 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.

(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 (1) appeals under the Disputes clause of this contract, (2) litigation or settlement of claims arising from the performance of this contract, or (3) costs and expenses of this contract to which the PHA, 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.

46. Labor Standards - Davis-Bacon and Related Acts

If the total amount of this contract exceeds $2,000, the Federal labor standards set forth in the clause below shall apply to the development or construction work to be performed under the contract.

(a) Minimum Wages. (1) All laborers and mechanics employed under this contract in the development or construction of the project(s) involved will be paid unconditionally and not less often than once a week, and without subsequent deduction or rebate on any account (except such payroll deductions as are permitted by regulations issued by the Secretary of Labor under the Copeland Act (29 CFR Part 3)), the full amount of wages and bona fide fringe benefits (or cash equivalents thereof) due at time of payment computed at rates not less than those contained in the wage determination of the Secretary of Labor which is attached hereto and made a part hereof, regardless of any contractual relationship which may be alleged to exist between the Contractor and such laborers and mechanics. Contributions made or costs reasonably anticipated for bona fide fringe benefits under Section 1(b)(2) of the Davis-Bacon Act on behalf of laborers or mechanics are considered wages paid to such laborers or mechanics, subject to the provisions of 29 CFR 5.5(a)(1)(iv); also, regular contributions made or costs incurred for more than a weekly period (but not less often than quarterly) under plans, funds, or programs which cover the regular weekly period, are deemed to be constructively made or incurred during such weekly period. Such laborers and mechanics shall be paid the appropriate wage rate and fringe benefits in the wage determination for the classification of work actually performed, without regard to skill, except as provided in 29 CFR 5.5(a)(4). Laborers or mechanics performing work in more than one classification may be compensated at the rate specified for each classification for the time actually worked therein; provided, that the employer’s payroll records accurately set forth the time spent in each classification in which work is performed. The wage determination (including any additional classification and wage rates conformed under 29 CFR 5.5(a)(1)(ii) and the Davis-Bacon poster (WH-1321) shall

be posted at all times by the Contractor and its subcontractors at the site of the work in a prominent and



accessible place where it can be easily seen by the workers. (2) (i) Any class of laborers or mechanics, including

helpers, which is not listed in the wage determination and which is to be employed under the contract shall be classified in conformance with the wage determination. HUD shall approve an additional classification and wage rate and fringe benefits therefor only when all the following criteria have been met: (A) The work to be performed by the classification requested is not performed by a classification in the wage determination; and (B) The classification is utilized in the area by the construction industry; and (C) The proposed wage rate, including any bona fide fringe benefits, bears a reasonable relationship to the wage rates contained in the wage determination.

(ii) If the Contractor and the laborers and mechanics to be employed in the classification (if known), or their representatives, and HUD or its designee agree on the classification and wage rate (including the amount designated for fringe benefits where appropriate), a report of the action taken shall be sent by HUD or its designee to the Administrator of the Wage and Hour Division, Employee Standards Administration, U.S. Department of Labor, Washington, DC 20210. The Administrator, or an authorized

representative, will approve, modify, or disapprove every additional classification action within 30 days of receipt and so advise HUD or its designee or will notify HUD or its designee within the 30-day period that additional time is necessary.

(iii) In the event the Contractor, the laborers or mechanics to be employed in the classification or their representatives, and HUD or its designee do not agree on the proposed classification and wage rate (including the amount designated for fringe benefits, where appropriate), HUD or its designee shall refer the questions, including the views of all interested parties and the recommendation of HUD or its designee, to the Administrator of the Wage and Hour Division for determination. The Administrator, or an authorized representative, will issue a determination within 30 days of receipt and so advise HUD or its designee or will notify HUD or its designee within the 30-day period that additional time is necessary.

(iv) The wage rate (including fringe benefits where appropriate) determined pursuant to subparagraphs (a)(2)(ii) or (iii) of this clause shall be paid to all workers performing work in the classification under this contract from the first day on which work is performed in classification.

(3) Whenever the minimum wage rate prescribed in the contract for a class of laborers or mechanics includes a fringe benefit which is not expressed as an hourly rate, the Contractor shall either pay the benefit as stated in the wage determination or shall pay another bona fide fringe benefit or an hourly cash equivalent thereof.

(4) If the Contractor does not make payments to a trustee or other third person, the Contractor may consider as part of the wages of any laborer or mechanic the

amount of any costs reasonably anticipated in providing bona fide fringe benefits under a plan or

program; provided, that the Secretary of Labor has found, upon the written request of the Contractor, that the applicable standards of the Davis-Bacon Act have been met. The Secretary of Labor may require the Contractor to set aside in a separate account assets for the meeting of obligations under the plan or program.

(b) Withholding of funds. HUD or its designee shall, upon its own action or upon written request of an authorized representative of the Department of Labor, withhold or cause to be withheld from the Contractor under this contract or any other Federal contract with the same prime Contractor, or any other Federally-assisted contract subject to Davis-Bacon prevailing wage requirements, which is held by the same prime Contractor, so much of the accrued payments or advances as may be considered necessary to pay laborers and mechanics, including apprentices, trainees, and helpers, employed by the Contractor or any subcontractor the full amount of wages required by the contract. In the event of failure to pay any laborer or mechanic, including any apprentice, trainee, or helper, employed or working in the construction or development of the project, all or part of the wages required by the contract, HUD or its designee may, after written notice to the Contractor, take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds until such violations have ceased. HUD or its designee may, after written notice to the Contractor, disburse such amounts withheld for and on account of the Contractor or subcontractor to the respective employees to whom they are due.

(c) Payrolls and basic records. (1) Payrolls and basic records relating thereto shall be

maintained by the Contractor during the course of the work and preserved for a period of three years thereafter for all laborers and mechanics working in the construction or development of the project. Such records shall contain the name, address, and social security number of each such worker, his or her correct classification, hourly rates of wages paid (including rates of contributions or costs anticipated for bona fide fringe benefits or cash equivalents thereof of the types described in section 1(b)(2)(B) of the Davis-Bacon Act), daily and weekly number of hours worked, deductions made, and actual wages paid. Whenever the Secretary of Labor has found, under 29 CFR 5.5(a)(1)(iv), that the wages of any laborer or mechanic include the amount of costs reasonably anticipated in providing benefits under a plan or program described in section 1(b)(2)(B) of the Davis-Bacon Act, the Contractor shall maintain records which show that the commitment to provide such benefits is enforceable, that the plan or program is financially responsible, and that the plan or program has been communicated in writing to the laborers or mechanics affected, and records which show the costs anticipated or the actual cost incurred in providing such benefits. Contractors employing apprentices or trainees under approved programs shall maintain written evidence of the registration of apprenticeship programs and certification of trainee programs, the registration of the apprentices and trainees, and the ratios and wage rates prescribed in the applicable programs.



(2) (i) The Contractor shall submit weekly for each week in which any contract work is performed a copy of all payrolls to the Contracting Officer for transmission to HUD or its designee. The payrolls submitted shall set out accurately and completely all of the information required to be maintained under subparagraph (c)(1) of this clause. This information may be submitted in any form desired. Optional Form WH-347 (Federal Stock Number 029-005-00014-1) is available for this purpose and may be purchased from the Superintendent of Documents, U.S. Government Printing Office, Washington, D.C. 20402. The Contractor is responsible for the submission of copies of payrolls by all subcontractors. (Approved by the Office of Management and Budget under OMB Control Number 1214-0149.)

(ii) Each payroll submitted shall be accompanied by a “Statement of Compliance,” signed by the Contractor or subcontractor or his or her agent who pays or supervises the payment of the persons employed under the contract and shall certify the following: (A) That the payroll for the payroll period contains

the information required to be maintained under paragraph (c) (1) of this clause and that such information is correct and complete;

(B) That each laborer or mechanic (including each helper, apprentice, and trainee) employed on the contract during the payroll period has been paid the full weekly wages earned, without rebate, either directly or indirectly, and that no deductions have been made either directly or indirectly from the full wages earned, other than permissible deductions as set forth in 29 CFR Part 3; and

(C) That each laborer or mechanic has been paid not less than the applicable wage rates and fringe benefits or cash equivalents for the classification of work performed, as specified in the applicable wage determination incorporated into the contract.

(iii) The weekly submission of a properly executed certification set forth on the reverse side of Optional Form WH-347 shall satisfy the requirements for submission of the “Statement of Compliance” required by subparagraph (c)(2)(ii) of this clause.

(iv) The falsification of any of the above certifications may subject the Contractor or subcontractor to civil or criminal prosecution under Section 1001 of Title 18 and Section 3729 of Title 31 of the United States Code.

(3) The Contractor or subcontractor shall make the records required under subparagraph (c)(1) available for inspection, copying, or transcription by authorized representatives of HUD or its designee, the Contracting Officer, or the Department of Labor and shall permit such representatives to interview employees during working hours on the job. If the Contractor or subcontractor fails to submit the required records or to make them available, HUD or its designee may, after written notice to the Contractor, take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds. Furthermore, failure to submit the required records upon request or to

make such records available may be grounds for debarment action pursuant to 29 CFR 5.12.

(d) (1) Apprentices. Apprentices will be permitted to work at less than the predetermined rate for the work they performed when they are employed pursuant to and individually registered in a bona fide apprenticeship program registered with the U.S. Department of Labor, Employment and Training Administration, Office of Apprenticeship and Training, Employer and Labor Services (OATELS), or with a State Apprenticeship Agency recognized by OATELS, or if a person is employed in his or her first 90 days of probationary employment as an apprentice in such an apprenticeship program, who is not individually registered in the program, but who has been certified by OATELS or a State Apprenticeship Agency (where appropriate) to be eligible for probationary employment as an apprentice. The allowable ratio of apprentices to journeymen on the job site in any craft classification shall not be greater than the ratio permitted to the Contractor as to the entire work force under the registered program. Any worker listed on a payroll at an apprentice wage rate, who is not registered or otherwise employed as stated in this paragraph, shall be paid not less than the applicable wage rate on the wage determination for the classification of work actually performed. In addition, any apprentice performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed. Where a contractor is performing construction on a project in a locality other than that in which its program is registered, the ratios and wage rates (expressed in percentages of the journeyman’s hourly rate) specified in the Contractor’s or subcontractor’s registered program shall be observed. Every apprentice must be paid at not less than the rate specified in the registered program for the apprentice’s level of progress, expressed as a percentage of the journeyman hourly rate specified in the applicable wage determination. Apprentices shall be paid fringe benefits in accordance with the provisions of the apprenticeship program. If the apprenticeship program does not specify fringe benefits, apprentices must be paid the full amount of fringe benefits listed on the wage determination for the applicable classification. If the Administrator of the Wage and Hour Division determines that a different practice prevails for the applicable apprentice classification, fringes shall be paid in accordance with that determination. In the event OATELS, or a State Apprenticeship Agency recognized by OATELS, withdraws approval of an apprenticeship program, the Contractor will no longer be permitted to utilize apprentices at less than the applicable predetermined rate for the work performed until an acceptable program is approved.

(2) Trainees. Except as provided in 29 CFR 5.16, trainees will not be permitted to work at less than the predetermined rate for the work performed unless they are employed pursuant to and individually registered in a program which has received prior approval, evidenced by formal certification by the U.S. Department of Labor, Employment and Training Administration. The ratio of trainees to journeymen on the job site shall not be greater than permitted under



the plan approved by the Employment and Training Administration. Every trainee must be paid at not less than the rate specified in the approved program for the trainee’s level of progress, expressed as a percentage of the journeyman hourly rate specified in the applicable wage determination. Trainees shall be paid fringe benefits in accordance with the provisions of the trainee program. If the trainee program does not mention fringe benefits, trainees shall be paid the full amount of fringe benefits listed in the wage determination unless the Administrator of the Wage and Hour Division determines that there is an apprenticeship program associated with the corresponding journeyman wage rate in the wage determination which provides for less than full fringe benefits for apprentices. Any employee listed on the payroll at a trainee rate who is not registered and participating in a training plan approved by the Employment and Training Administration shall be paid not less than the applicable wage rate in the wage determination for the classification of work actually performed. In addition, any trainee performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate in the wage determination for the work actually performed. In the event the Employment and Training Administration withdraws approval of a training program, the Contractor will no longer be permitted to utilize trainees at less than the applicable predetermined rate for the work performed until an acceptable program is approved.

(3) Equal employment opportunity. The utilization of apprentices, trainees, and journeymen under this clause shall be in conformity with the equal employment opportunity requirements of Executive Order 11246, as amended, and 29 CFR Part 30.

(e) Compliance with Copeland Act requirements. The Contractor shall comply with the requirements of 29 CFR Part 3, which are hereby incorporated by reference in this contract.

(f) Contract termination; debarment. A breach of this contract clause may be grounds for termination of the contract and for debarment as a Contractor and a subcontractor as provided in 29 CFR 5.12.

(g) Compliance with Davis-Bacon and related Act requirements. All rulings and interpretations of the Davis-Bacon and related Acts contained in 29 CFR Parts 1, 3, and 5 are herein incorporated by reference in this contract.

(h) Disputes concerning labor standards. Disputes arising out of the labor standards provisions of this clause shall not be subject to the general disputes clause of this contract. Such disputes shall be resolved in accordance with the procedures of the Department of Labor set forth in 29 CFR Parts 5, 6, and 7. Disputes within the meaning of this clause include disputes between the Contractor (or any of its subcontractors) and the PHA, HUD, the U.S. Department of Labor, or the employees or their representatives.

(i) Certification of eligibility. (1) By entering into this contract, the Contractor certifies

that neither it (nor he or she) nor any person or firm who has an interest in the Contractor’s firm is a person or firm ineligible to be awarded contracts by the United States Government by virtue of section 3(a) of the Davis-Bacon Act or 29 CFR 5.12(a)(1).

(2) No part of this contract shall be subcontracted to any person or firm ineligible for award of a United States Government contract by virtue of section 3(a) of the Davis-Bacon Act or 29 CFR 5.12(a)(1).

(3) The penalty for making false statements is prescribed in the U. S. Criminal Code, 18 U.S.C. 1001.

(j) Contract Work Hours and Safety Standards Act. As used in this paragraph, the terms “laborers” and “mechanics” include watchmen and guards. (1) Overtime requirements. No contractor or

subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics, including watchmen and guards, shall require or permit any such laborer or mechanic in any workweek in which the individual is employed on such work to work in excess of 40 hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of 40 hours in such workweek.

(2) Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the provisions set forth in subparagraph (j)(1) of this clause, the Contractor and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such Contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic (including watchmen and guards) employed in violation of the provisions set forth in subparagraph (j)(1) of this clause, in the sum of $10 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of 40 hours without payment of the overtime wages required by provisions set forth in subparagraph (j)(1) of this clause.

(3) Withholding for unpaid wages and liquidated damages. HUD or its designee shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the Contractor or subcontractor under any such contract or any Federal contract with the same prime Contractor, or any other Federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime Contractor, such sums as may be determined to be necessary to satisfy any liabilities of such Contractor or subcontractor for unpaid wages and liquidated damages as provided in the provisions set forth in subparagraph (j)(2) of this clause.

(k) Subcontracts. The Contractor or subcontractor shall insert in any subcontracts all the provisions contained in this clause, and such other clauses as HUD or its designee may by appropriate instructions require, and also a clause requiring the subcontractors to include these provisions in any lower tier subcontracts. The prime Contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all these provisions.



47. Non-Federal Prevailing Wage Rates

(a) Any prevailing wage rate (including basic hourly rate and any fringe benefits), determined under State or tribal law to be prevailing, with respect to any employee in any trade or position employed under the contract, is inapplicable to the contract and shall not be enforced against the Contractor or any subcontractor, with respect to employees engaged under the contract whenever such non-Federal prevailing wage rate exceeds: (1) The applicable wage rate determined by the Secretary

of Labor pursuant to the Davis-Bacon Act (40 U.S.C. 3141 et seq.) to be prevailing in the locality with respect to such trade;

(b) An applicable apprentice wage rate based thereon specified in an apprenticeship program registered with the U.S. Department of Labor (DOL) or a DOL-

recognized State Apprenticeship Agency; or (c) An applicable trainee wage rate based thereon specified

in a DOL-certified trainee program.

48. Procurement of Recovered Materials.

(a) In accordance with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, the Contractor shall procure items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR Part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition. The Contractor shall procure items designated in the EPA guidelines that contain the highest percentage of recovered materials practicable unless the Contractor determines that such items: (1) are not reasonably available in a reasonable period of time; (2) fail to meet reasonable performance standards, which shall be determined on the basis of the guidelines of the National Institute of Standards and Technology, if applicable to the item; or (3) are only available at an unreasonable price.

(b) Paragraph (a) of this clause shall apply to items purchased under this contract where: (1) the

Contractor purchases in excess of $10,000 of the item under this contract; or (2) during the preceding Federal fiscal year, the Contractor: (i) purchased any amount of the items for use under a contract that was funded with Federal appropriations and was with a Federal agency or a State agency or agency of a political subdivision of a State; and (ii) purchased a total of in excess of $10,000 of the item both under and outside that contract.

Previous edition is obsolete form HUD 50071 (01/14) ref. Handbooks 7417.1, 7475.13, 7485.1, & 7485.3

OMB Approval No. 2577-0157 (Exp. 01/31/2017)

Certification of Payments to Influence Federal Transactions

U.S. Department of Housing and Urban Development Office of Public and Indian Housing

Applicant Name

Program/Activity Receiving Federal Grant Funding

The undersigned certifies, to the best of his or her knowledge and belief, that:

(1) No Federal appropriated funds have been paid or will be

paid, by or on behalf of the undersigned, to any person for

influencing or attempting to influence an officer or employee of

an agency, a Member of Congress, an officer or employee of

Congress, or an employee of a Member of Congress in connec-

tion with 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.

(2) If any funds other than Federal appropriated funds have

been paid or will be paid to any person for influencing or

attempting to influence an officer or employee of an agency, a

Member of Congress, an officer or employee of Congress, or an

employee of a Member of Congress in connection with this

Federal contract, grant, loan, or cooperative agreement, the

undersigned shall complete and submit Standard Form-LLL,

Disclosure Form to Report Lobbying, in accordance with its

instructions.

(3) The undersigned shall require that the language of this

certification be included in the award documents for all subawards

at all tiers (including subcontracts, subgrants, and contracts

under grants, loans, and cooperative agreements) and that all

sub recipients shall certify and disclose accordingly.

This certification is a material representation of fact upon which

reliance was placed when this transaction was made or entered

into. Submission of this certification is a prerequisite for making

or entering into this transaction imposed by Section 1352, Title

31, U.S. Code. Any person who fails to file the required

certification shall be subject to a civil penalty of not less than

$10,000 and not more than $100,000 for each such failure.

I hereby certify that all the information stated herein, as well as any information provided in the accompaniment herewith, is true and accurate. Warning: HUD will prosecute false claims and statements. Conviction may result in criminal and/or civil penalties. (18 U.S.C. 1001, 1010, 1012; 31 U.S.C. 3729, 3802)

Name of Authorized Official Title

Signature Date (mm/dd/yyyy)

DISCLOSURE OF LOBBYING ACTIVITIES Approved by OMB

Complete this form to disclose lobbying activities pursuant to 31 U.S.C. 1352 0348-0046

(See reverse for public burden disclosure.) 1. Type of Federal Action: 2. Status of Federal Action: 3. Report Type:

a. contract a. bid/offer/application a. initial filing b. grant b. initial award b. material change c. cooperative agreement c. post-award For Material Change Only: d. loan year _________ quarter _________ e. loan guarantee date of last report ______________ f. loan insurance

4. Name and Address of Reporting Entity: 5. If Reporting Entity in No. 4 is a Subawardee, Enter Name and Address of Prime:

Tier ______, if known :

Congressional District, if known : Congressional District, if known : 6. Federal Department/Agency: 7. Federal Program Name/Description:

CFDA Number, if applicable: _____________

8. Federal Action Number, if known : 9. Award Amount, if known :

$

10. a. Name and Address of Lobbying Registrant b. Individuals Performing Services (including address if ( if individual, last name, first name, MI): different from No. 10a )

(last name, first name, MI ):

11. Signature:

Print Name:

Title:

Telephone No.: _______________________

Authorized for Local Reproduction

Standard Form LLL (Rev. 7-97)

Information requested through this form is authorized by title 31 U.S.C. section 1352. This disclosure of lobbying activities is a material representation of fact upon which reliance was placed by the tier above when this transaction was made or entered into. This disclosure is required pursuant to 31 U.S.C. 1352. This information will be available for public inspection. required disclosure shall be subject to a not more than $100,000 for each such failure.

Prime Subawardee

Federal Use Only:

Date:

who fails to file the Any person $10,000 and than civil penalty of not less

INSTRUCTIONS FOR COMPLETION OF SF-LLL, DISCLOSURE OF LOBBYING ACTIVITIES

This disclosure form shall be completed by the reporting entity, whether subawardee or prime Federal recipient, at the initiation or receipt of a covered Federal action, or a material change to a previous filing, pursuant to title 31 U.S.C. section 1352. The filing of a form is required for each payment or agreement to make payment to any lobbying entity for influencing or attempting to influence an officer or employeeof any agency, a Member of Congress, an officer or employeeof Congress, or an employeeof a Member of Congress in connectionwith a coveredFederalaction. Completeall items that apply for both the initial filing and material change report. Refer to the implementing guidance published by the Office of Management and Budget for additional information.

1. Identify the type of covered Federal action for which lobbying activity is and/or has been secured to influence the outcome of a covered Federal action.

2. Identify the status of the covered Federal action.

3. Identify the appropriateclassification of this report. If this is a followup report caused by a material change to the information previously reported, enter the year and quarter in which the change occurred. Enter the date of the last previously submitted report by this reporting entity for this covered Federal action.

4. Enter the full name, address, city, State and zip code of the reporting entity. Include CongressionalDistrict, if known. Check the appropriateclassification of the reporting entity that designates if it is, or expects to be, a prime or subaward recipient. Identify the tier of the subawardee,e.g., the first subawardee of the prime is the 1st tier. Subawards include but are not limited to subcontracts, subgrants and contract awards under grants.

5. If the organization filing the report in item 4 checks "Subawardee," then enter the full name, address, city, State and zip code of the prime Federal

recipient. Include Congressional District, if known.

6. Enter the name of the Federal agency making the award or loan commitment. Include at least one organizationallevel below agency name, if known. For

example, Department of Transportation, United States Coast Guard.

7. Enter the Federal program name or description for the covered Federal action (item 1). If known, enter the full Catalog of Federal Domestic Assistance

(CFDA) number for grants, cooperative agreements, loans, and loan commitments.

8. Enter the most appropriate Federal identifying number available for the Federal action identified in item 1 (e.g., Request for Proposal (RFP) number; Invitation for Bid (IFB) number; grant announcement number; the contract, grant, or loan award number; the application/proposal control number assigned by the Federal agency). Include prefixes, e.g., "RFP-DE-90-001."

9. For a covered Federal action where there has been an award or loan commitment by the Federal agency, enter the Federal amount of the award/loan

commitment for the prime entity identified in item 4 or 5.

10. (a) Enter the full name, address, city, State and zip code of the lobbying registrant under the Lobbying Disclosure Act of 1995 engaged by the reporting entity identified in item 4 to influence the covered Federal action.

(b) Enter the full names of the individual(s) performing services, and include full address if different from 10 (a). Enter Last Name, First Name, and Middle Initial (MI).

11. The certifying official shall sign and date the form, print his/her name, title, and telephone number.

According to the Paperwork Reduction Act, as amended, no persons are required to respond to a collection of information unless it displays a valid OMB Control Number. The valid OMB control number for this information collection is OMB No. 0348-0046. Public reporting burden for this collection of information is estimated to average 10 minutes per response, including 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 the burden estimate or any other aspect of this collection of information, including suggestions for reducing this burden, to the Office of Management and Budget, Paperwork Reduction Project (0348-0046), Washington, DC 20503.